1.  We have audited the attached Balance Sheet of SHYAMA INFOSYS
 LIMITED as at 31st March, 2011, and also the Profit & Loss Account of
 the Company for the year ended as on that date annexed thereto and cash
 flow statement for the year ended on that date. These financial
 statements are the responsibility of the Company''s management. Our
 responsibility is to express an opinion on this financial statement
 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 statement. 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,
 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 give in the Annexure a statement on the
 matters specified in paragraphs 4 & 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to 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 purpose 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 the
 books;
 
 c) the Balance Sheet, the Profit & Loss account and the 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 comply with the Accounting Standards referred
 to in sub-section (3C) of section 211 of the Companies Act 1956;
 
 e) 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 of the Company is
 disqualified as on March 31, 2011, from being appointed as director, in
 terms of clause (g) of sub- section (1) of Section 274 of the Companies
 Act, 1956;
 
 f) in our opinion, and to the best of our information and according to
 the explanations given to us, the said accounts read together with
 other Notes as given in Schedule 13 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; (i) in the case of the Balance Sheet, of
 the state of affairs of Company as at March 31, 2011; and (ii) in the
 case of the Profit & loss Account, of the loss of the Company for the
 year ended on that date.  (iii) in the case of cash flow statement, of
 the cash flows for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in paragraph 7 of our Report of even date on Accounts of
 Shyama Infosys Ltd. as on 31.03.2011)
 
 1.  The Company has maintained proper records of fixed assets showing
 full particulars, including quantitative details and situation thereof
 .
 
 2.  (a) As explained to us, the inventory of securities has been
 physically verified during the year by the
 
 management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedure of physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanation
 given to us, and on the basis of our examination of the records of
 inventory. The Company is maintaining proper records of inventory.  The
 discrepancies noticed in physical verification of inventory as compared
 to the books records were not material and have been properly dealt
 with in the books of account.
 
 3.  The Company has not granted nor taken any loan, secured or
 unsecured, to/from Companies firms or other parties listed in the
 register maintained u/s 301 of the Companies Act, 1956.Accordinglt sub
 clauses (b), (c),(d) are not applicable
 
 4.  In our opinion and according to the information and explanation
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and nature of its business has with regard
 to purchases of inventory, Fixed Assets and with regard to the sale of
 goods. During the course of our audit, no major weakness has been
 noticed in the internal controls.
 
 5.  In respect of transactions entered in the registered maintained in
 pursuance of section 301 of the Companies Act, 1956 :- (a) Based on
 audit procedures applied by us, to the best of our knowledge and belief
 and according
 
 to the information and explanation given to us, we are of the opinion
 that the transactions that needed to be entered into the register
 maintained under Section 301 have been so entered.
 
 (b) According to the information and explanations given to us and
 excluding certain transactions of purchase of goods and materials of
 special nature for which alternate quotations are not available, in our
 opinion, the transactions have made at prices which are prima facie
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted deposits from public and
 therefore, the provisions of the Section 58A and 58AA or any other
 relevant provisions of the Companies Act, 1956 and rules there under are
 not applicable to the Company.
 
 7.  In absence of any Internal Audit Report, we are not in a position
 to state whether internal audit system commensurate with the size and
 nature of its business.
 
 8.  To the best our knowledge and as explained, the Central Government
 has not prescribed maintenance of cost records under section 209(1)(d)
 of the Companies Act, 1956 for any of the products of the Company.
 
 9 According to the records of the Company and information and
 explanations given to us, the Company has been regular in deposit
 undisputed statutory dues including Provident Fund, Investor Education
 and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and Other
 Statutory Dues with the appropriate authorities during the year.
 According to the information and explanations given to us, except for
 the cases stated in notes there are no undisputed amounts payable in
 respect of Income tax, Wealth tax, Sales tax,
 
 Custom duty and Excise duty which were outstanding, at the year end for
 a period of more than six months from the date they become payable:-
 10.  The Company accumulated losses at the end of the financial year
 are less than fifty percent of its net worth. The company has incurred
 cash losses during the financial year covered by our audit. However, it
 did not incur cash losses in the immediately preceding financial year.
 
 11.  According to the information and explanation given to us, the
 Company has not taken any loan form any financial institution, bank or
 debenture holders. Therefore, the provisions for the clause 4(xi) are
 not applicable to the Company.
 
 12.  According to the information and explanations given 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.
 
 13.  In our opinion, and according to the information and explanations
 given to us, the nature of activities of the Company does not attract
 any special statue applicable to chit fund and nidhi/ mutual benefit
 fund/ societies.
 
 14.  a) Based on the records examined by us and according to the
 information and explanations given to
 
 us, we are of the opinion that the Company is maintaining proper
 records of the transactions and contracts of dealing in shares,
 securities, debentures and other investments and that timely entries
 have been made in these records.
 
 b) Based on our audit procedures and to the best of our knowledge and
 belief and according to the information and explanations given to us,
 the shares and securities have been held by the Company in its own name
 except to the extent of the exemption, if any under section 49of the
 Act.
 
 15.  According to the information and explanations given to us, the
 company has not given any guarantee for loan taken by other banks or
 financial institutions.
 
 16.  To the best of our knowledge and belief and according to the
 information and explanations given to us, there are no terms loans
 outstanding as at end of the year.
 
 17.  We have been informed by the management that no funds have been
 raised and used and hence clause (xvii) is not applicable.
 
 18.  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 of the Act, 1956 during the year .
 
 19.  The Company did not have any outstanding debentures during the
 year.
 
 20.  The Company has not raised any money through a public issue during
 the year.
 
 21.  Based on information and explanations furnished by the management,
 which have been relied upon by us, there were no frauds on or by the
 Company noticed or reported during the year.
 
                                             For S. K. DAS & ASSOCIATES
                                                  Chartered Accountants
                                                           T. K . DATTA
                                                                Partner
 Place : Kolkata
                                                           M. No. 51814
 
 Dated : 10th May, 2011                                 FRN No. 313040E