1.  We have audited the attached Balance Sheet of Polaris Software Lab
 Limited (the Company) as at March 31, 2011 and also 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 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 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) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 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 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;
 
 iii. The balance sheet, profit and loss account and cash flow statement
 dealt with by this report are in agreement 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 the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 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, 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;
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date
 Re: Polaris Software Lab Limited (the Company)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but 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. No material
 discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) Due to the nature of business, the Company has no inventories and
 accordingly the provisions of Clause 4(ii) of the Companies (Auditors
 Report) Order 2003 (as amended) are not applicable to the Company.
 
 (iii) (a) The Company has granted loan to one company covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount involved during the year was Rs.160.50 Lacs and the
 year- end balance of loans granted to such parties was Rs.160.50 Lacs.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (c) In respect of loans granted, repayment of the principal amount is
 as stipulated and payment of interest have been regular.
 
 (d) There is no overdue amount of loans granted to companies, firms or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (e) As informed, the Company has not taken any loans, secured or
 unsecured 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, for the
 purchase of fixed assets and for the sale of services. During the
 course of our audit, no major weakness has been noticed in the internal
 control system in respect of these areas. During the course of our
 audit, we have not observed any continuing failure to correct major
 weakness in internal control system of the company.  The activities of
 the Company do not include purchase and sale of goods.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 (b) In respect of transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees five lakhs entered into during
 the financial year, at prices which are reasonable having regard to the
 prevailing market prices at the relevant time after considering the
 unique and specialized nature of the items involved.
 
 (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) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 for
 the products of the Company.
 
 (ix) (a) Undisputed statutory dues including Provident Fund, Investor
 Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax,
 Service Tax, Cess and other material statutory dues have generally been
 regularly deposited with the appropriate authorities though there has
 been a slight delay in a few cases in deposit of provident fund and
 employees state insurance dues. The provisions relating to excise duty
 and customs duty are not applicable to the Company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, there
 are no undisputed dues in respect of Provident Fund, Investor Education
 and Protection Fund, Employees State Insurance, Income Tax, Wealth
 Tax, Service Tax, Sales Tax, Cess and other material statutory dues
 which were outstanding, at the year end for a period of more than six
 months from the date they became payable.
 
 (c) According to the records of the Company, there are no dues
 outstanding of wealth tax and Cess on account of any dispute. Dues
 outstanding of income-tax, sales-tax, service tax and Cess on account
 of any dispute, are as follows:
 
 
 Name of the statute          Nature of     Amount    Period to which 
                              dues          (RS.      the amount
                                            in Lacs)  relates
 
 Income Income Tax Act 1961   Income Tax    118.21    2000-01
 
 Income Income Tax Act 1961   Income Tax    507.49    2001-02 
 
 Income Income Tax Act 1961   Income Tax    864.44    2003-04 
 
 Income Income Tax Act 1961   Income Tax     97.25    2004-05 
 
 Tamil Nadu General           Sales Tax     520.00    2004-05
 Sales tax Act, 1959
 
 Central Sales Tax Act,       Central        55.62    2008-09
 1956                         sales tax 
 
 Central Sales Tax Act,       Central        12.55    2006-07 
 1956                         sales tax
 
 Central Sales Tax Act,       Central        29.85    2007-08
 1956                         sales tax
 
 Service Finance Act, 1994    Service tax*  132.82    2004-05 
 
 
 Name of the statute     Forum where dispute is pending
 
 Income Tax Act 1961     High Court
 
 Income Tax Act 1961     High Court 
 
 Income Tax Act 1961     Income Tax Appellate Tribunal
 
 Income Tax Act 1961     Income Tax Appellate Tribunal
 
 Tamil Nadu General      High Court
 Sales tax Act, 1959
 
 Central Sales Tax Act,  Appellate Commissioner
 1956
 
 Central Sales Tax Act,  High Court
 1956
 
 Central Sales Tax Act,  High Court
 1956
 
 Finance Act, 1994       CESTAT
 
 * The Company has also deposited a sum of Rs.68.28 Lacs under protest.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a bank. The Company
 has no dues in respect of a financial institution and has not issued
 any debenture during the year.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced to us, the Company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society.  Therefore, the provisions of clause
 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or 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 report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies 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) During the year, the Company has not raised any money by way of
 public issue and accordingly the provisions of clause 4(xx) of the
 Companies (Auditors report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
 
 
 For S.R. BATLIBOI & ASSOCIATES
 Firm registration number: 101049W 
 Chartered Accountants
 
 per S Balasubrahmanyam
 Partner
 Membership No.: 053315
 
 Place: Chennai 
 Date : April 28, 2011