NIIT Technologies

1.  We have audited the attached Balance Sheet of NIIT Technologies
 Limited, as at 31 March 2009, and the related ProfIt and Loss Account
 and 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 manage-
 ment. 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 the Companies (Auditors Report) (Amendment) Order, 2004
 (together ‘the order), 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 further report that:
 
 (i) (a) The company is maintaining proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets are physically verified by the management
 according to a phased programme designed to cover all the items over a
 period of two years, which in our opinion, is reasonable having regard
 to the size of the company and the nature of its assets. Pursuant to
 the programme, a portion of the fixed assets has been physically
 verified by the management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the company during the year.
 
 (ii) (a) According to the information and explanation given to us, the
 company procures inventories specifically for the purpose of executing
 certain contracts and no inventory is held at any point of time during
 the year.  Accordingly clauses (ii)(a) and (ii)(b) of Paragraph 4 of
 the Order are not applicable to the company.
 
 (b) On the basis of our examination of the inventory records, in our
 opinion, the company is maintaining proper records of inventory.
 
 (iii) (a) The company has granted unsecured loans, to one wholly owned
 subsidiary company covered in the register maintained under Section 301
 of the Act. The maximum amount involved during the year and the
 year-end balance of such loans aggregates to Rs. 358 Lacs and Rs. 218
 Lacs respectively.
 
 In our opinion, rate of interest and other terms and conditions of such
 loans are not prima facie prejudicial to the interest of the company.
 
 In respect of the aforesaid loans, the party is repaying the principal
 amount as stipulated and is also regular in payment of interest, where
 applicable.
 
 In respect of the aforesaid loans, there is no overdue amount more than
 Rupees One Lac.
 
 (b) The company has not taken any loan from any party covered under
 register maintained under Section 301 of the Act.
 
 (iv) 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, on the basis of our examination of
 the books and records of the company, and according to the information
 and explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 (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 Act have been entered in the register
 required to be maintained under that section.
 
 (b) In respect of transactions with subsidiaries for rendering of
 services and for purchase of goods and services aggregating to Rs.
 50,217 lacs and Rs. 284 Lacs respectively and with others for rendering
 of
 
 services and for purchase of goods and services aggregating to Rs. 172
 lacs and Rs.98 Lacs respectively, the management has informed us that
 these transactions dealt are of a special nature and therefore
 comparable prices are not available. In our opinion and according to
 the information and explanations given to us, there are no other
 transactions made in pursuance of such contracts or arrangements
 exceeding the value of Rupees five lacs in respect of any party during
 the year.
 
 (vi) 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.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of business.
 
 (viii) The Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of sub-section (1) of
 Section 209 of the Act for any of the products of the company.
 
 (ix) (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 generally 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, 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, and customs duty as at 31 March
 2009 which have not been deposited on account of a dispute.
 
 (x) The company has no accumulated losses as at March 31, 2009 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 (xi) 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 or debenture
 holders as at the balance sheet date.
 
 (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) The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund/societies are not applicable to the
 company.
 
 (xiv) In our opinion, the company is not a dealer or trader 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 of the guarantees given by the
 company, for certain limits of Rs. 8467 Lacs taken by two wholly owned
 subsidiaries from banks are not prejudicial to the interest of the
 company.
 
 (xvi) In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans taken by the company
 for augmenting long term resources of the company towards general
 corporate objectives have been applied for the purposes for which they
 were obtained.
 
 (xvii) On the basis of an overall examination of the balance sheet of
 the company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 (xviii)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.
 
 (xix) There are no outstanding debentures as at the year end.
 Accordingly clause 4(xix) of Paragraph 4 of the Order is not applicable
 to the Company.
 
 (xx) The company has not raised any money by public issues during the
 year.
 
 (xxi) 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.
 
 4.  Further to our comments 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 31 March 2009 and taken on record by the Board of
 Directors, none of the directors is disqualified as on 31 March 2009
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 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 attached 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 31 March 2009;
 
 (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.
 
 
 
 H. Singh
 Partner
 Membership No. F-86994
 For and on behalf of
 Price Waterhouse
 Chartered Accountants
 
 
 Place: Gurgaon
 Date : May 26, 2009