We have audited the attached balance sheet of Mindteck (India) Limited
 (''the Company'') as at March 31, 2011, the profit and loss account and
 the cash flow statement for the year ended on that date, annexed
 thereto. These financial statements are the responsibility of the
 Company''s management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 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.
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003 (‘the
 Order''), as amended, issued by the Ministry of Corporate Affairs in
 terms of sub-section (4A) of Section 227 of the Companies Act, 1956
 (‘the Act''), we enclose in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the said Order.
 
 2.  Further to our comments in the Annexure referred to 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, the profit and loss account and
 the cash flow statement dealt with by this report are prepared in
 compliance 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 at March 31, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as at
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub- section (1) of Section 274 of the Act on the said date; and
 
 (f) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Act, in the manner so required 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 March 31, 2011;
 
 (ii) in the case of the profit and loss account, of the profit of the
 Company for the year ended on that date; and
 
 (iii) in the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 The Annexure referred to in paragraph 1 of our report to the members of
 Mindteck (India) Limited (‘the Company'') for the year ended March 31,
 2011. We report that:
 
 i. (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which all fixed assets are verified in a phased manner
 over a period of three years.  In our opinion, the periodicity of
 physical verification is reasonable having regard to the size of the
 Company and the nature of its assets. No material discrepancies were
 noticed on such verification.
 
 (c) Fixed assets disposed of during the year were not substantial, and
 therefore, do not affect the going concern assumption.
 
 ii. The Company is a service company, primarily rendering software,
 IT-enabled and related services. Accordingly it does not hold any
 physical inventories. Thus, paragraph 4(ii) of the Order is not
 applicable.
 
 iii. The Company has neither granted nor taken any loans, secured or
 unsecured, to or from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 
 iv. In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business with regard
 to purchase of fixed assets and with regard to the sale of services.
 The activities of the Company do not involve purchase of inventory and
 the sale of goods. We have not observed any major weakness in the
 internal control system during the course of the audit.
 
 v. (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 Companies Act, 1956 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 and
 arrangements referred to in (a) above and exceeding the value of Rs 5
 lakh with any party during the year have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 vi.  The Company has not accepted any deposits from the public.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii. The Central Government of India has not prescribed the
 maintenance of cost records under Section 209(1)(d) of the Companies
 Act, 1956 for any of the services rendered by the Company.
 
 ix. (a) According to the information and explanations given to us and
 on the basis of our examination of the records of the Company, amounts
 deducted/ accrued in the books of account in respect of undisputed
 statutory dues including Provident Fund, Employees'' State Insurance,
 Income-tax, Service tax and other material statutory dues have
 generally been regularly deposited during the year by the Company with
 the appropriate authorities, though there has been a delay in a few
 cases. As explained to us, the Company did not have any dues on account
 of Sales- tax, Wealth tax, Customs duty, Excise duty and Investor
 Education and Protection Fund.
 
 Further, there were no dues on account of Cess under Section 441A of
 the Companies Act, 1956 since the aforesaid section has not yet been
 made effective by the Central Government of India.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Employees''
 State Insurance, Income tax, Service tax and other material statutory
 dues were in arrears as at March 31, 2011 for a period of more than six
 months from the date they became payable.
 
 (b) According to the information and explanations given to us, there
 are no dues of Sales tax, Wealth tax, Service tax, Custom duty, Excise
 duty and Cess which have not been deposited with the appropriate
 authorities on account of any dispute. The Company, however, disputes
 the following income tax dues:
 
 Name       Nature of      Amount      Period to        Forum where
 of the     the dues        (Rs)       which the        dispute is
 statute                               amount           pending
                                       relates
 
 Income Tax Income tax/  14,832,080    Assessment      Income tax
  Act, 1961 interest    (5,000,000)*     year          appellate
                                       2006-07         Tribunal,
                                                       Bangalore
 
 Income Tax Income tax/  16,031,837    Assessment      Dispute
 Act, 1961  interest                   year            Resolution Panel
                                       2007-08         (DRP), Bangalore
 
 Income Tax Income tax/   4,883,185    Assessment      Commissioner
 Act, 1961  interest                   year            of Income
                                       2003-04         Tax Appeals,
                                                       Bangalore
 
 * Amount in parenthesis represent the payment made under protest.
 
 x. The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 xi. In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers. The Company did not have any outstanding dues to any financial
 institutions or debentureholders during the year.
 
 xii. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 xiii. In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund/nidhi/ mutual benefit
 fund/society.
 
 xiv. According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 xv. In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given a
 guarantee for a loan taken by others from a bank are not prejudicial to
 the interests of the Company.
 
 According to the information and explanations given to us, the Company
 has not given any guarantee for loans taken by others from financial
 institutions.
 
 xvi. The Company did not have any term loans outstanding during the
 year.
 
 xvii. According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that funds raised on short- term basis have not been used
 for long-term investment.
 
 xviii. The Company has not made any preferential allotment of shares to
 companies/firms/ parties covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 xix. The Company did not have any outstanding debentures during the
 year.
 
 xx.  The Company has not raised any money by public issues.
 
 xxi. According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
                                            for B S R & Company
 
                                          Chartered Accountants
 
                                  Registration number : 128032W
 
                                                Supreet Sachdev
 
 Place: Bangalore                                       Partner
 
 Date: 13 May 2011                        Membership No. 205385