We have audited the attached Balance Sheet of M/s. QUINTEGRA SOLUTIONS
 LIMITED (the Company) as at 31st March 2010, the Profit & 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 the financial statements based on our audit.
 
 We have 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis of our opinion.
 
 As required by the Companies (Auditors Report) Order, 2003 as amended
 by the Companies (Auditors Report) Amendment Order 2004 (the order)
 issued by the Central Government of India in terms of sub-section (4A)
 of the Section 227 of the Companies Act, 1956 (the Act), we give in the
 annexure a statement on the matters specified in paragraphs 4 and 5 of
 the said Order.
 
 Further to our comments in the annexure referred to 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 the
 those books.
 
 c.  The Balance Sheet, Profit & 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 Section 211(3C) of the Companies Act, 1956 to
 the extent applicable.
 
 e.  On the basis of written representations received from the directors
 as on 31st March, 2010 and taken on record by the Board of Directors we
 report that none of the Directors is disqualified as on 31 st March,
 2010 from being appointed as a Director in terms of Section 274(1 )(g)
 of the Companies Act, 1956; and
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts together with the notes
 give the information required by the Act, 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 31 st March, 2010.
 
 b.  In the case of Profit & Loss account, of the Loss of the Company
 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 referred to in paragraph 3 of our
 report of even date
 
 The Annexure referred to in our report to the members of M/s QUINTEGRA
 SOLUTIONS LIMITED (the Company) for the year ended 31 st March 2010.
 We report that:
 
 1.  a.  The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 b.  The company has a regular program of physical verification of its
 fixed assets by which fixed assets are verified in a phased manner over
 a period of three years. In accordance with this program, certain fixed
 assets were verified during the year and no material discrepancies were
 noticed on such verification. In our opinion, this periodicity of
 physical verification is reasonable having regard to the size of the
 company and nature of its assets.
 
 c.  Fixed Assets disposed off during the year were not substantial and
 therefore does not affect the going concern assumption.
 
 2.  The company is a service company primarily rendering Information
 Technology services. Accordingly it does not hold any physical
 inventories. Thus paragraph 4(ii) of the order is not applicable.
 
 3.a.  The Company has not granted any loans, secured or unsecured to 
 companies, firms, or other parties covered in the register maintained 
 under Section 301 of the act.
 
 b.  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 act except an unsecured loan from Trusted
 Aerospace Engineering Limited. The said loan is interest free and the
 balance outstanding as on 31 st March 2010 is Rs. 10.64 crores
 (Previous Year 12.38 crores)
 
 c.  Recurring transactions during the course of business are classified
 under advances. No interest is applicable to such types of inter
 company advances. Repayment of principal and interest are not
 applicable as they are not in the nature of loan.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control procedure
 commensurate with the size of the Company and nature of its business
 with regard to purchases of fixed assets and for the sale of solutions
 and services. During the course of our audit no major weakness has been
 noticed in the above controls and therefore reporting of the same does
 not arise.
 
 5.  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 Companies Act, 1956 have been entered in
 the register required to be maintained under that section. b) In our
 opinion and according to the information and explanations given to us,
 the transactions made in pursuance of contracts and arrangements
 referred to in (v)(a) above and exceeding the value of Rs.5 Lakh with
 any party during the year have been made at a price which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 6.  The Company has not accepted any deposits from the public under the
 provisions of Section 58A and Section 58AA of the Act and rules framed
 there under.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  The Central Government of India has not prescribed the maintenance
 of cost records under Section 209(1 )(d) of the Companies Act, 1956 for
 any of the services rendered by the Company. Accordingly, paragraph 4
 (viii) of the order is not applicable.
 
 9.  a.  According to the information and explanations given to us and
 
 on the basis of our examination of the records of the company, amount
 deducted /accrued in the books of account in respect of undisputed
 statutory dues including Provident Fund, Investor Education and
 Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, and
 other material statutory dues have generally been regularly deposited
 during the year by the Company with the appropriate authorities
 wherever applicable except the following,
 
 Statement of Arrears of Statutory Dues Outstanding for more than 6
 Months as on 31st March 2010
 
 1.  TDS on Salaries amounting to Rs. 155,07,872 pertaining to the FY
 2008-09 under Income Tax Act, 1961.
 
 2.  Tax on dividend Rs. 13,67,103 pertaining to the FY 2007-08 under
 Income Tax Act, 1961.
 
 3.  Professional Tax of Rs. 2,62,128 (Rs. 180,055 pertains to 2008-09
 and Rs. 82,073 for pertains to 1st half year of 2009-10) and Property
 and Watertax of Rs. 82,964 pertaining to 1 st half year of FY 2009-10.
 
 The above taxes are not paid till date of our report.
 
 There were no dues on account of Cess under Section 441A of the
 Companies Act, 1956 since the aforesaid section has not yet been made
 effective by the Central Government of India.
 
 b.  The following Income Tax dues have not been deposited on account of
 dispute as detailed under.
 
                                                            Rs. In Lacs
  
 Statute        Assessed/Reassessed      Assessment      Forum where
                      Demand                 Year         dispute is 
                                                          pending
 
 Income Tax             16,24               2002-03          TAT
 
 Act, 1961                653               2004-05       Not Appealed
 
                        49.31               2007-08       CIT (Appeals)
 
 U/s269UCand            5.00*               2002-03       City Civil 
                                                          Court 
 269UL(2) Income  
 Tax Act.
 1961
 
 
 * The above figures are net of taxes paid on self assessment. As
 against the above assessed / Reassessed demands, Rs. 1,51,65,000 has
 been recovered from the company towards various assessment years, by
 the Income Tax Department.
 
 * Of the above demand Rs. 2 lacs have been paid.
 
 10.  The Company has no accumulated losses at the end of the financial
 year as on March 31, 2010 and has incurred cash losses during the
 financial year ended on that date and also in the immediately preceding
 financial year.
 
 11.  The Company has defaulted in repayment of dues including interest
 and principal to State Bank of India, Overseas Branch, Chennai on its
 various fund facilities availed, outstanding at the year end amounting
 to Rs.119.12 Crores. The unpaid interest provided for in the books of
 accounts on the said loan amounts to Rs. 12.39 Crores.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other investments.
 
 13.  In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund/ nidhi/ mutual benefit
 fund/ society. Accordingly, paragraph 4(xiii) of the order is not
 applicable.
 
 14.  The Company is not dealing or trading in shares, securities,
 debentures and other financial instruments.
 
 15.  The Company has not given any guarantee for loans taken by others
 from bank or financial institutions.
 
 16.  Term Loans were applied for the purpose for which the loans were
 obtained.
 
 17.  Funds raised on short-term basis have not been used for long term
 investment.
 
 18.  The Company has not made any preferential allotment of shares to
 parties and companies covered in register maintained under Section 301
 of The Companies Act, 1956.
 
 19.  There is no debentures against which securities have to be
 created.
 
 20.  Disclosure on the end use of money raised by public issue is not
 applicable.
 
 21.  No fraud on or by the Company has been noticed or reported during
 the year.
 
 
 
                                               For GOPIKUMAR ASSOCIATES
 
                                                  Chartered Accountants 
 
                                                           FRN :000981S
 
                                                             S Gopinath
 
                                                                Partner 
 
                                                          M. No. 023854
 
 Place : Chennai 
 
 Date : 02.09.2010