1.  We have audited the attached Balance Sheet of Religare Technologies
 Limited as on 31st March, 2012, the Statement of Profit and Loss and
 also the Cash Flow Statement for the year ended on that date 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. These standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. 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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003, issued
 by the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956, 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:
 
 I.  We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose of
 audit.
 
 II.  In our opinion, proper books of accounts as required by law have
 been kept by the company, so far as appears from our examination of
 those books.
 
 III. The Balance Sheet and Statement of Profit and Loss dealt with by
 this report are in agreement with the books of account.
 
 IV.  In our opinion, the Balance Sheet and Statement of Profit and Loss
 dealt with by this report are in accordance with the Accounting
 Standards referred to in Section 211(3C) of the Companies Act, 1956.
 
 V.  On the basis of written representations from the directors as on
 31st March 2012, taken on record by the Board of Directors, none of the
 directors is disqualified as on 31st March 2012, from being appointed
 as a director under Section 2 74(1)(g) 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, give a
 true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 i) In the case of Balance Sheet of the state of affairs as on 31st
 March, 2012,
 
 ii) In the case of Statement of Profit and Loss, of the Loss of the
 Company for the year ended 31st March 2012.
 
 iii) In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Referred to in paragraph 3 of our report of even date on the accounts
 for the year ended 31st March, 2012 of M/s RELIGARE
 
 TECHNOLOGIES LIMITED
 
 I.  The Company has generally maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets in the system itself. All the assets have been physically
 verified by the management at reasonable interval as told by the
 management which, in our opinion, is reasonable having regard to the
 size of the company and the nature of its assets. Some of the fixed
 assets have been disposed of during the year but it does not impact
 going concern.
 
 II.  The inventory has been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable. The procedures 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. The company is
 maintaining proper records of inventory. The discrepancies noticed on
 verification between the physical stocks and the book records were not
 material and were dealt with in books of accounts, hence the provision
 for the inventory has been accounted for.
 
 III. (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.  Accordingly, Sub-clauses from (b) to (d)
 of Clause III of the order are not applicable to the company.
 
 (b) The company has taken unsecured demand loan (i.e.  payable on
 demand) from one party covered in the register maintained u/s 301 of
 the Companies Act-1956.  The detail is given below:
 
 Name of     Nature          Relationship    Balance as      Maximum
 Lender      of Loan         with            on 31/03/12     amount
                             the entity                      during
                                                             the year
 
 R. C. 
 Nursery     Demand          Director        68,00,000    12,00,00,000
 Private 
 Limited     Loan            Holding
 
 (c) In our opinion, the rate of interest and other terms and conditions
 of loans taken by the company are prima facie not prejudicial to the
 interest of the company.
 
 (d) In our opinion, the loans taken by the company is repayable on
 demand hence there is not payment schedule. However as per records,
 information and explanation given to us, the party has, whenever, asked
 for repayment the company has paid regularly.
 
 IV.  In our opinion and according to the explanations given to us,
 there is adequate internal control system commensurate with the size of
 the company and nature of its business for purchase of fixed assets and
 inventory and sale of goods and services.
 
 V.  (a) According to information and explanation provided to us, we are
 of the opinion that the transactions made in pursuance of contracts and
 arrangements 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 according to information and explanation to us,
 the transactions made in pursuance of the contract and arrangement
 entered in register maintained under section 301 of the Companies Act,
 1956 and exceeding the value of Rs.5 Lacs in respect of any party
 during the year have been made at the price which are reasonable having
 regards to the prevailing the market price at the relevant time.
 
 VI.  As per books of accounts, records and the information and
 explanations given to us, the company has not accepted any deposit from
 the public within the meaning of section 58A and 58AA or any other
 relevant provisions of the Companies Act, 1956 and the Companies
 (Acceptance of Deposits) Rules, 1975. Therefore, this clause of the
 order is not applicable.
 
 VII. In our opinion the Company has an internal audit system
 commensurate with the size & nature of its business.
 
 VIII.  As the company is engaged in trading and service section as
 records shows, so the provisions of section 209 (1) (d) of the
 Companies Act, 1956 with regard to maintenance of cost records are not
 applicable.
 
 IX.  (a) As per records produced to us and information & explanation
 given to us, the company, the amounts deducted/accrued in the books of
 accounts in respect of undisputed statutory dues including Income Tax,
 Service Tax, Value Added Tax, ESI, PF and other material statutory dues
 have been regularly deposited during the year except the liabilities
 towards Professional Tax and Labour Welfare Fund (Employee as well
 Employer Contribution) which is either yet to be deposited or deposited
 but the cheques have not been realized till 31st March 2012. The
 details are given below:
 
 Nature of           Period         Amount         Remarks
 Liability                          in Rs.
 
 Labour Welfare     November         5643          Cheque issued
 fund               2011 onwards                   but not cleared.
 
 Professional Tax   October        288602          Payment yet to
                    2011 onwards                   be deposited.
 
 (b) According to the information and explanations given to us, the
 undisputed liabilities towards Professional Tax amounting to Rs.11,00,118
 were in arrears for the period more than six month from the date that
 became payable.
 
 (c) According to the records produced to us and the information &
 explanation given to us, there are some demands raised by the authority
 of VAT, Income Tax, and Service Tax which have not been deposited on
 account of disputes. The detail is summarized below:
 
 Particulars      Financial        Amount       Authority where
                  Year            (Rs. In Lacs) case is pending
 
 Service Tax      2005-06               5.41       Deputy
                  & 2006-07                        Commissioner
                                                   Central Excise
                                                  (CCE), Ludhiana
 
 Income Tax       2007-08             354.51       Commissioner
                                                   Income Tax (CIT)
 
 Income Tax       2008-09              20.06       Commissioner
                                                   Income Tax (CIT)
 
 VAT              2008-09              10.74       Commissioner of
                                                   VAT, Kolkata
 
 Service Tax      2011-12              37.56       Process of filing
                                                   suitable reply
                                                   of Demand
 
                  Total               428.48
 
 X.  The net worth of the company has been eroded due to accumulated
 losses. However, the financial statement of the company has been
 prepared based on going concern on the basis of commitment provided by
 the promoter shareholders.  The company has incurred cash losses in the
 current financial year and immediately preceding financial year.
 
 XI.  In our opinion and according to the information and explanation
 given by the management, the company has not defaulted in repayment of
 dues to as financial institution or a bank or debenture holder, if any.
 
 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 (Auditor''s 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 (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 XV.  As per the information & explanation given to us, the company has
 not given any guarantee for loans taken by others from banks /financial
 institutions.
 
 XVI. In our opinion and according to the information and explanations
 given to us by the management, term loans has been utilised for the
 purpose for which it has been taken.
 
 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 if any, raised on short-term basis, have been used for
 long-term investment.
 
 XVIII.  According to the information and explanations given to us, the
 company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under Section 301 of
 the Act.
 
 XIX. The Company has not issued any debenture or bond during the year.
 Therefore this clause is not applicable to the company.
 
 XX.  As the Company has not raised any money by way of public issue or
 right issue during the year.
 
 XXI. 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.
 
                                                 For & on behalf of 
 
                                              For RRCA & Associates,
 
                                              Chartered Accountants
 
                                     (Firm Registration No. 022107N)
 
                                                               Sd/-
 
 Place : New Delhi                                      (RAVI KUMAR)
 
 Date  : May 28, 2012                        (Membership No. 508424)