1) I have audited the attached Balance Sheet of PCS TECHNOLOGY LIMITED
 (the ''Company''), as at 31st March 2012, the Statement of Proft and Loss
 and the Cash Flow Statement of the Company for the year ended on that
 date annexed thereto. These fnancial statements are the responsibility
 of the Company''s management. My responsibility is to express an opinion
 on these fnancial statements based on my audit.
 
 2) I have conducted my audit in accordance with the auditing standards
 generally accepted in India. These standards require that I plan and
 perform the audit to obtain reasonable assurance about whether the
 fnancial statements are free from any material misstatement.  An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the fnancial statements. An audit also includes,
 assessing the accounting principles used and signifcant estimates made
 by management, as well as evaluating the overall presentation of the
 fnancial statements. I believe that my audit provides a reasonable
 basis for my opinion.
 
 3) As required by the Companies (Auditor''s Report) Order, 2003 (the
 Rs.Order'') issued by the Central Government in terms of sub-section (4A)
 of section 227 of the Companies Act, 1956, and on the basis of such
 checks of books and records of the Company as I considered necessary
 and appropriate and according to the information and explanations given
 to me during the course of the audit, I enclose in the Annexure, a
 statement on the matters specifed in paragraph 4 and 5 of the said
 Order.
 
 4) Further to my comments in the Annexure referred to in paragraph 3
 above, I report that:
 
 a) I have obtained all the information and explanations, which to the
 best of my knowledge and belief were necessary for the purpose of my
 audit.
 
 b) In my opinion proper books of accounts as required by law have been
 kept by the Company so far as appears from my examination of those
 books.
 
 c) The Balance Sheet, Statement of Proft and Loss and Cash Flow
 Statement referred to in this report are in agreement with the books of
 accounts.
 
 d) In my opinion the Balance Sheet, Statement of Proft and Loss and the
 Cash Flow Statement referred to in this report comply with the
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956.
 
 e) Based on the representations made by the Directors as on 31st March
 2012, and taken on record by the Board of Directors of the Company and
 the information and explanations given to me, none of the Director is,
 as at 31st March, 2012, prima-facie disqualifed from being appointed as
 a director in terms of clause (g) of sub-section (1) of section 274 of
 the Companies Act, 1956.
 
 f) In my opinion and to the best of my information and according to the
 explanations given to me, the said accounts 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:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 ii) in the case of the Statement of Proft and Loss, of the proft of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash Flow Statement, of the cash fows for the
 year ended on that date.
 
 
 ANNEXURE TO THE AUDITOR''S REPORT
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fxed
 assets.
 
 (b) The assets have been physically verifed by the management during
 the year and no discrepancies were noticed on such verifcation.
 
 (c) The fxed assets disposed off during the year, constitute a
 substantial part of the fxed assets of the Company, however, in my
 opinion, this do not affect the going concern assumption.
 
 (ii) (a) The inventory has been physically verifed during the year by
 the management. In my opinion, the frequency of verifcation is
 reasonable.
 
 (b) The procedures of physical verifcation of inventories followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory. The
 discrepancies noticed on verifcation between the physical stocks and
 the book records were not material.
 
 (iii) (a) The Company has not granted any loans, secured or unsecured
 to companies, frms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956. Therefore, the provisions
 of sub-clauses (a) to (d) of clause (iii) of paragraph 4 of the Order
 are not applicable to the Company.
 
 (b) The Company has taken loans from fve parties covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount involved during the year was Rs. 6,898/- lacs and the
 balance at the end of the year is Rs. 6,173/- lacs
 
 (c) In my opinion, the rate of interest and other terms and conditions
 on which loans have been taken from the companies, frms 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.
 
 (d) There is no stipulation as to the time period for payment of the
 principal amount of unsecured loans taken.
 
 (iv) In my opinion and according to the information and explanations
 given to me, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of business
 with regard to purchases of inventory, fxed asset and with regard to
 the sale of goods and services. During the course of my audit, no major
 weakness has been noticed in internal control system.
 
 (v) (a) In my opinion and according to the information and explanations
 given to me, 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 my opinion, and according to the information and explanations
 given to me, the contracts and arrangements entered in the register
 maintained under section 301 of the Companies Act, 1956 have been made
 at prices which are reasonable having regard to the prevailing market
 price.
 
 (vi) The Company has not accepted any deposits from the public and
 hence, the provisions of clause (vi) of paragraph 4 of the Order are
 not applicable to the Company.
 
 (vii) In my opinion and according to the information and explanations
 given to me, there is an adequate internal audit system commensurate
 with the size of the Company and the nature of its business.
 
 (viii) On the basis of the records, I am of the opinion that
 prima-facie the cost records and accounts prescribed by the Central
 Government under Section 209(1)(d) of the Companies Act, 1956 have been
 made and maintained in respect of the Company''s product to which the
 said rule are made applicable. However, I have not carried out any
 detailed examination of such accounts and records.
 
 (ix) (a) The Company is generally regular in depositing undisputed
 statutory dues including provident fund, investor education and
 protection fund, employees'' state insurance, income tax, sales tax,
 wealth tax, service tax, custom duty, excise duty, cess and other
 statutory dues with the appropriate authorities.
 
 (b) According to the information and explanations given to me, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, service tax, custom duty, excise duty and cess were in arrears, as
 at 31st March, 2012 for a period of more than six months from the date
 they become payable.
 
 (x) The Company has no accumulated losses and has not incurred any cash
 losses during the fnancial year covered by my audit or in the
 immediately preceding fnancial year.
 
 (xi) According to the information and explanations given to me, the
 Company has not defaulted in repayment of dues to fnancial institutions
 or banks.
 
 (xii) According to the information and explanations given to me, no
 loans and advances have been granted by the Company on the basis of
 security by way of pledge of shares, debentures and other securities
 and hence the clause (xii) of paragraph 4 of the said Order relating to
 maintenance of documents and records are not applicable.
 
 (xiii) In my opinion, the Company is not a chit fund or a nidhi/mutual
 beneft fund/society. Therefore, the provisions of sub-clauses (a) to
 (d) of clause (xiii) of paragraph 4 of the said Order are not
 applicable to the Company.
 
 (xiv) In my opinion, the Company is not dealing in shares, securities
 and debentures and hence, the provisions of clause (xiv) of paragraph 4
 of the said Order are not applicable to the Company.
 
 (xv) In my opinion and according to the information and explanations
 given to me, the Company has not given any guarantee for loans taken by
 others from banks or fnancial institutions.
 
 (xvi) The Company has raised new term loan during the year and the said
 term loan was applied for the purpose for which it was obtained.
 
 (xvii) According to the information and explanations given to me and on
 an overall examination of the balance sheet of the Company, I report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) During the year, the Company has not made any preferential
 allotment of shares to parties and companies covered in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 (xix) The Company has not issued any Debentures during the fnancial
 year covered by my audit.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi) According to the information and explanations given to me, no
 fraud on or by the company has been noticed or reported during the
 course of my audit.
 
 
 
                                                   For S.C. BANDI & CO.
                                                  Chartered Accountants 
                                                  Firm Reg. No. 130850W
 
 
 
                                                              S.C.BANDI
 Place: Mumbai                                              (Proprietor)
 Date : 18th October, 2012                          Membership no.16932