1.  We have audited the attached Balance Sheet of OMEGA INTERACTIVE
 TECHNOLOGIES LIMITED, as at 31st March 2011 and also the Profit and
 Loss account and the Cash Flow Statement for the year ended on that
 date both 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
 
 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 (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 section 227 of the Companies Act, 19 >6, we enclose in the annexure a
 statement on the matters specified in paragraphs 4 an J 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (i) 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;
 
 (ii) 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 and proper information adequate for the purposes of our
 audit have been received from the branches not visited by us.
 
 (iii) The Balance Sheet, Profit and Loss account and Cash Flow
 Statement dealt with by this report are in arrangement with the books
 of account;
 
 (iv) 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 Companies Act, 1956;
 
 (v) On the basis of written representations received from the
 Directors, as on 31st March 2011 and taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 31st March 2011 from being appointed as a Director in terms of clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us,-subject to note no. 3 of notes to
 Accounts, Schedule - 15 regarding non-accounting of interest income and
 view of the management regarding recovery of inter-corporate deposits,
 the said accounts read with the significant accounting policies and
 notes thereon give the information required by the Companies Act 1956,
 in the manner so required and give a true and fair view in conformity
 with the accounting principles generally accepted in India;
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 company as at 31st March 2011;
 
 (b) in the case of the Profit and Loss account, of the loss for the
 year ended on that date; and
 
 (c) in the case of the Cash Flow statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 ANNEXURE IN TERMS OF PARA 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS
 OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ON THE ACCOUNTS FOR THE YEAR
 ENDED 31ST MARCH. 2011.
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) All the assets have been physically verified by the management
 during the year and there is a regular programme of verification which,
 in our opinion, is reasonable having regard to the size of the Company
 and the nature of its assets and we are informed that no material
 discrepancies were noticed by the management on such verification.
 
 (c) The Company has not disposed off a substantial portion of fixed
 assets during the year.
 
 (ii) (a) The Company has granted loans secured / unsecured to one party
 (wholly owned Subsidiary) covered in the register maintained under
 section 301 of the Companies Act 1956. the maximum amount outstanding
 during the year was Rs.1,00,94,755/- and the year end balance of the
 loan was Rs.1,00,94,755/-
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions on
 which loans have been granted to companies, firms or other parties
 listed in the register maintained under section 301 of the Companies
 Act, 1956 are not, prima facie, prejudicial to the interest of the
 company.
 
 (c) In respect of the above loan given by the Company the stipulations
 made, if any, are being met by the borrower.
 
 (d) We are unable to make any comments on the overdue amounts due on
 loans granted to the subsidiary company as listed in the register
 maintained under section 301 of the Companies Act. 1956. as there is no
 stipulation on the terms of repayment.
 
 (e) The Company has not taken any loans from Companies / firms or other
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956.
 
 (iii) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the company and the nature of its business with
 regards to purchase and sale of goods and services and fixed assets.
 During the course of our audit, we have not observed any major
 weaknesses in internal controls systems.
 
 (iv) (a) According to the information and explanations given to us and
 as per the written confirmation given to us and as per the tests
 conducted by us, we are of the opinion that the contracts or
 arrangements that need to be entered into the register maintained under
 section 301 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion and having regard to our comments in paragraph (iii)
 above, 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 Companies Act, 1956
 have been made at prices at the relevant time where such market prices
 are available.
 
 (v) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 and consequently the provisions of Section 58A and~58AA or any other
 relevant provision of the Companies*, 1956 and the Companies
 (Acceptance of Deposits) Rules, 1975 are not applicable. To the best of
 our knowledge and according to the information and explanations given
 to us, no order has been passed by the Company Law Board or National
 Company Law Tribunal or Reserve Bank of India or any Court or any other
 Tribunal.
 
 (vi) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 (vii) We are informed by the Management that the Central Government has
 not prescribed the maintenance of cost records under Section 209(1 )(d)
 of the Companies Act, 1956 for any of the products of the Company.
 
 (viii) (a) In our opinion and according to the information and
 explanations given to us, the Company is generally regular in
 depositing with appropriate authorities undisputed statutory dues
 including Provident Fund, Investor Education Protection Fund dues,
 Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
 which are applicable to it
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth
 Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears,
 as at 31st March 2011 for a period of more than six months from the
 date they became payable.
 
 (c) According to the information and explanation given to us, the
 following are the disputed amounts which are in arrears, as at 31st
 March 2011 for a period of more than six months from the date they
 became payable
 
 Name of the      Forum of         Nature of    Amount (Rs)   Period to
 Statute          dispute          Dues                       which
                                                              amount
                                                              relates
 
 Income Tax       Appellate        Assessment   5,48,203/-   2.03.1994
                                                             to
                  Tribunal 
                                   Dues                      19.07.1996
 
 (ix) In our opinion, the accumulated losses of the company are not more
 the in fifty percent of its net worth. The company has incurred cash
 losses during the financial year covered by our audit as well as during
 preceding financial year.
 
 (x) According to the information and explanations given to us and on an
 overall examination of the Balance sheet of the Company, we report that 
 the no raised on short term basis have been used for long-term 
 Investments.
 
 (xi) 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.
 
 (xii) In our opinion, the provisions of clauses ii, xi, xii, xiii, xiv,
 xv, xvi, xviii, xix, xx of Para 4 of the aforesaid Order are not
 applicable to the Company for the year under report.
 
                                         For Sampat Mehta & Associates
  
                                                 Chartered Accountants .
  
                                                      FR NO.: 109038 w
 
                                                     CA Sanjiv Jhaveri 
 
                                                          Partner
 
                                                         M. No.: 38945
 
 Place : Mumbai                                  
 
 Date: 31st May 2011