1.  Wehave audited the attached Balance Sheetof ROLTA INDIA LIMITED, as
 at 30th June, 2010, 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 basedonour 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 onthe matters specified in paragraphs 4and 5 of
 the saidOrder,tothe extent applicabletothe Company.
 
 4.  Further to our comments in the Annexure referred to in
 paragraph3abovewereport that:- a) We have obtained all the information
 and explanations, which to the best of our knowledge and belief were
 necessary for the purposesofour audit;
 
 b) In our opinion, proper books of account as required by law have been
 kept by the Company so far as it appears from our examinationofthose
 books;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the booksofaccount;
 
 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)ofsection 211ofthe Companies
 Act, 1956; (e)On the basis of written representations received from the
 directors, as on 30th June, 2010 and taken on record by the Board of
 Directors, we report that none of the directors is disqualifiedason30th
 June, 2010 from being appointedasa director in terms of clause (g) of
 sub-section (1) of section 274ofthe 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
 R 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 Companyasat30th June,
 2010; ii) in the case of the Profit and Loss Account, of the Profit of
 the Company for the yearendedonthat date; and iii)in case ofthe Cash
 Flow Statement,of the cash flows for the year endedonthat date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVENDATETOTHE
 MEMBERS OF ROLTA INDIA LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 30TH
 JUNE 2010
 
 (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 noticedonsuch
 verification.
 
 (c) During the year, the Company has not disposed of any substantial
 part of the Fixed Assets.
 
 (ii) (a) The inventory has been physically verified during the year by
 the management. Inour opinion, the frequencyofverification is
 reasonable.
 
 (b) The procedures of physical verification of inventories followed by
 the management are reasonable and adequate in relation to the sizeofthe
 Company and the natureofits 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 operationofthe
 Company and the natureofits business.
 
 (iii) (a) The Company has granted loans to its 4 wholly owned
 subsidiaries. The maximum amount involved during the year was
 Rs.8072.92 lacs and the year-end balanceofloans granted to such parties
 was Rs.7830.12 lacs.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions are
 prima facie not prejudicial to the interest of the Company.
 
 (c) The said 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 applicabletothe Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there exist an adequate internal control system
 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
 weaknessesininternal control systemofthe 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 beensoentered.
 
 (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 regardtoprevailing market pricesatthe relevant time.
 
 (vi) According to information and explanations given to us, the Company
 has not accepted any deposits from public coveredbythe 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 natureofits business.
 
 (viii) According to information and explanations given to us the
 Central Government has not prescribed the maintenance of cost records
 for the productsofthe Company.
 
 (ix) (a) The Company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and 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.
 
 (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, 2010 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 income tax, wealth tax, service tax, sales tax, customs
 duty, excise duty and cess which have not been depositedonaccountofany
 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 andinthe 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
 pledgeofshares, 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 applicabletothe Company.
 
 (xv) In our opinion, the terms and conditions on which the Company has
 given guarantees for loans taken by others from banks or financial
 institutions are not prejudicialtothe interestofthe Company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the term loans raised during the year are applied for the
 purpose for which the loans were obtained.
 
 (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.
 
 (xx) The Company has not raised any money by public issue during the
 year coveredbyour 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,
 
                                      Firm Registration No. 105049W
 
                                                (SHIVRATAN AGARWAL)
 
                                                           PARTNER
 
                                              Membership No.104180
 
 Place : Mumbai
 Date : August 10, 2010