Rolta India

1. We have audited the attached Balance Sheet of ROLTA INDIA LIMITED,
 as at 30th June, 2008, the Profit and Loss Account and also 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 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 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 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
 as considered appropriate and according to the information and
 explanations given to us during the course of audit, we enclose in the
 Annexure a statement on the matters specified in paragraphs 4 and 5 of
 the said Order, to the extent applicable to the Company.
 
 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 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 those
 books;
 
 c) The Balance Sheet, Profit and 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 sub-section (3C) of section 211 of the
 Companies Act, 1956;
 
 e) On the basis of written representations received from the directors,
 as on 30th June, 2008 and taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as on 30th June, 2008
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956;
 
 5. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read together with the
 Significant Accounting Policies and other notes appearing in Schedule
 P 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 Balance Sheet, of the state of affairs of the
 Company as at 30th June, 2008;
 
 (ii) in the case of the Profit and Loss Account, of the Profit of the
 Company for the year ended on that date; and
 
 (iii)in case of the 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 TO THE
 MEMBERS OF ROLTA INDIA LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 30TH
 JUNE 2008
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets except in case of furniture and fixtures and electrical
 installation for which quantitative records with item wise break-up of
 value is not available.
 
 (b) The fixed assets have been physically verified by the management at
 reasonable intervals and no material discrepancies were noticed on such
 verification.
 
 (c) During the year, the company has not disposed off any substantial
 part of the Fixed Assets.
 
 (ii) (a) The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) The procedures of physical verification 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 verification between the physical stocks and
 the book records were not material in relation to the operation of the
 company and the nature of its business.
 
 (iii) (a) The company has granted interest free loans to its 4
 subsidiaries covered in the register maintained under section 301 of
 the Companies Act, 1956. The maximum amount involved during the year
 was Rs.1870.13 lacs and the year-end balance of loans granted to such
 parties was Rs.1692.62 lacs.
 
 (b) In our opinion and according to the information and explanations
 given to us, the aforesaid loans are interest free and other terms and
 conditions are not prima facie prejudicial to the interest of the
 company.
 
 (c) The said interest free loans given to the wholly owned subsidiaries
 of the company are repayable on demand and there is no repayment
 schedule.
 
 (d) In respect of the loan given by the company, the same is repayable
 on demand and therefore the question of overdue amount does not arise.
 
 (e) The company has not taken loan from any company covered in the
 register maintained under section 301 of the Companies Act, 1956.
 Hence provisions of clause 4 (iii) (f), (g) are not applicable to the
 company
 
 (iv) In our opinion and according to the information and explanations
 given to us, there exist an adequate internal control systems
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods and services. During the course of our
 audit, we have not observed any continuing failure to correct major
 weaknesses in internal control system of the Company.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of all contracts or
 arrangements that 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 the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lakhs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 (vi) According to information and explanations given to us, the Company
 has not accepted any deposits from public covered by the provisions of
 Section 58A and 58AA of the Companies Act, 1956 and rules framed there
 under.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii)We have broadly reviewed that books of account relating to
 materials, manpower cost and other items of cost maintained by the
 company pursuant to the Rules made by the Central Government for the
 maintenance of cost records under section 209 (1) (d) of the Companies
 Act, 1956 for internet business and we are of the opinion that prima
 facie the prescribed accounts and records have been made and
 maintained.
 
 (ix) (a) The company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education protection fund, employees state insurance,
 income tax, sales tax, wealth tax, service tax, custom duty, excise
 duty, cess and other material statutory dues applicable to it.  However
 on certain occasions with regards to provident fund, employees state
 insurance, service tax and Tax deducted at source, few days of delays
 have been observed.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441A 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, no
 undisputed amounts payable in respect of income tax, wealth tax,
 service tax, sales tax, customs duty, excise duty and cess were in
 arrears, as at 30th June, 2008 for a period of more than six months
 from the date they became payable.
 
 (c) According to the information and explanation given to us, there are
 no dues of sale tax, customs duty, wealth duty, service tax, excise
 duty and cess which have not been deposited on account of any dispute.
 
 (x) The company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the current
 financial year and in the immediately the preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to a
 financial institution, bank or debenture holders.
 
 (xii) As per the information and explanation 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.
 
 (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 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 are not applicable to the company.
 
 (xv) In our opinion, the terms and conditions on which the company had
 given guarantees for loans taken by others from banks or financial
 institutions are not prejudicial to the interest of the company.
 
 (xvi) No term loans have been raised 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) 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 Companies Act, 1956.
 
 (xix) According to the information and explanations given to us, the
 Company has not issued any debentures during the year.
 
 (xx) The company has not raised any money by public issue during the
 period covered by our audit.
 
 (xxi) As per 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 KHANDELWAL JAIN & CO.  
 
                                               Chartered Accountants,
                                                            Sd/-
                                                  (Shivratan Agarwal)
 
                                                             Partner
                                                Membership No.104180
 
 Place : Mumbai
 Date  : July 24, 2008.