Mastek

1.  We have audited the attached Balance Sheet of Mastek Limited as at
 June 30, 2008 and the related Profit and Loss Account and the Cash Flow
 Statement for the year ended on that date annexed thereto which we have
 signed under reference to this report. These financial statements are
 the responsibility of the Companys management. Our responsibility is
 to express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation.  We believe that our audit provides a reasonable basis
 for our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 as
 amended by Companies (Auditors Report) (Amendment) Order, 2004 issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of The Companies Act, 1956 of India (the Act) and on
 the basis of such checks of the books and records of the Company as we
 considered appropriate and according to the information and
 explanations given to us, we give in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (a) We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (b) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of Section 211 of the Act;
 
 (e) On the basis of written representations received from the directors
 as on June 30, 2008 and taken on record by the Board of Directors, we
 report that no director of the Company is disqualified as on June 30,
 2008 from being appointed as a director as referred to in Section 274(1
 )(g) of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and Schedules 1 to 16 annexed thereto, give in
 the prescribed manner the information required by the Act and give a
 true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at June 30, 2008;
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 
 10.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank as at the
 balance sheet date.
 
 11.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 12.  The provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 Company.
 
 13.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 14.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 15.  On the basis of an overall examination of the Balance Sheet of the
 Company, in our opinion and according to information and explanations
 given to us, there are no funds raised on a short-term basis which have
 been used for long-term investment.
 
 16.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 17.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 18.  The other clauses (ii), (xvi), (xix)and (xx) of paragraph 4 of the
 Companies (Auditors Report) order 2003 as amended by the Companies
 (Auditors Report) (Amendment) Order, 2004 are not applicable to the
 Company for the current year.
 
 
 (REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE TO THE
 MEMBERS OF MASTEK LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR
 ENDED JUNE 30, 2008)
 
 1.  (a) The Company is maintaining proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets of the Company have been physically verified by
 the management during the year and no material discrepancies between
 book records and the physical inventory have been noticed. In our
 opinion, the frequency of verification is reasonable.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 2.  The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties covered in the
 register maintained under Section 301 of the Act.
 
 3.  In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased are of special nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, there is an adequate
 internal control system commensurate with the size of the Company and
 the nature of its business for the purchase of fixed assets and for the
 sale of goods and services. Further, according to the information and
 explanations given to us and on the basis of examination of the books
 and records of the Company, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 4.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under Section 301 of
 the Act and exceeding the value of five lakh rupees in respect of any
 party during the year, are of a special nature for which comparable
 prices are not always determinable for services of such a nature and
 prices charged seem to be prima facie reasonable.
 
 5.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 6.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 7.  The Central Government of India has not prescribed the maintenance
 of cost records under Section 209(1 )(d) of the Act for any of the
 products of the Company.
 
 8.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is regular in depositing the undisputed statutory dues including
 provident fund, investor education and protection fund, employees
 state insurance, income-tax, sales-tax, wealth tax, service tax,
 customs duty, excise duty, cess and other material statutory dues as
 applicable with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of income tax,
 sales tax, wealth tax, service tax, customs duty, excise duty and cess
 which have not been deposited on account of any dispute.
 
 9.  The Company has no accumulated losses as at June 30, 2008 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 
 10.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank as at the
 balance sheet date.
 
 11.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 12.  The provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 Company.
 
 13.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 14.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 15.  On the basis of an overall examination of the Balance Sheet of the
 Company, in our opinion and according to information and explanations
 given to us, there are no funds raised on a short-term basis which have
 been used for long-term investment.
 
 16.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 17.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 18.  The other clauses (ii), (xvi), (xix)and (xx) of paragraph 4 of the
 Companies (Auditors Report) order 2003 as amended by the Companies
 (Auditors Report) (Amendment) Order, 2004 are not applicable to the
 Company for the current year.
 
                                                        Vasant Gujarathi
                                                                 Partner
                                                Membership Number: 17866
 
                                   For and on behalf of Price Waterhouse
                                                   Chartered Accountants
 Mumbai: July 23, 2008