1.  We have audited the attached Balance Sheet of ROLTA INDIA LIMITED,
 as at June 30, 2012, the Statement of Profit and Loss and 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. 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 it appears from our examination of
 those books;
 
 (c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) In our opinion, the Balance Sheet, Statement of Profit and Loss 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 June 30, 2012 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 June 30, 2012 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 financial statements 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 June 30, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, 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 JUNE
 30, 2012
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (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 of any such
 substantial part of the fixed assets which affects the going concern
 status of the Company.
 
 (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 not granted nor taken loan from any company
 covered in the register maintained under section 301 of the Companies
 Act, 1956. Hence provisions of clause 4 (iii) (b), (c), (d), (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 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
 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) According to information and explanations given to us the
 Central Government has not prescribed the maintenance of cost records
 for the products of the 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 June 30, 2012 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 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 (Auditor''s 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 (Auditor''s Report) Order,
 2003 are not applicable to the 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 prejudicial to the interest of the 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 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, 
 
                                      Firm Registration No. 105049W
 
                                                 (SHIVRATAN AGARWAL) 
 
                                                            PARTNER 
 
                                               Membership No.104180
 
                                                     Place : Mumbai
 
                                             Date : August 22, 2012