1.  We have audited the attached Balance Sheet of R.S.  Software
 (India) Limited as at 31st March, 2012 and also the Profit and Loss
 Account and 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 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 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 (Auditor''s Report) Order, 2003 as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of the Companies Act, 1956, we enclose in the Annexure,
 a statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  We further draw attention that Debtors, Creditors and some security
 deposit are subject to confirmation.
 
 5.  Further to our comments in annexure referred to in Para 4 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 purposes of our
 audit:
 
 (ii) 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 and proper returns adequate for the purposes of our audit
 have been received from the branches not visited by us;
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) 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.
 
 (v) On the basis of written representations received from the
 Directors, as on 31st March 2012, and taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 31st March 2012 from being appointed as a Director in terms of clause
 (g) of sub-section (1) of section 274 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, subject to Para 4
 above read together with other notes in Schedule 12, 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:
 
 a.  in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 st March 2012;
 
 b.  in the case of the Profit and Loss Account, of the profit 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.
 
 Refer Auditor''s Report of R.S. Software (India) Limited, referred to in
 paragraph 3 of our report of even date:
 
 i.  a) The Company has generally maintained proper records of all 
 tangible assets showing full particulars including quantitative 
 details except location thereof.
 
 b) As explained by the Management, all the assets have been physically
 verified by the management during the year-end which, in our opinion,
 is reasonable having regard to the size of the Company and the nature
 of its assets. 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 so as to affect the going concern status of
 the Company.
 
 ii.  The Company does not have any inventory and as such clause (ii)
 (a),(b) & (c) of Caro are not applicable to the company.
 
 iii. a) On the basis of examination of records and according to the 
 information and explanation given to us, we report that the Company 
 has not granted any loan, secured or unsecured to companies, firms 
 or other parties covered in the register maintained under section 
 301 of the Companies Act, 1956.
 
 b) In view of (iii) (a) above clause (iii) (b),(c) & (d) are not
 applicable to the Company. .
 
 c) The Company has not taken any loan, secured or unsecured from
 companies, firms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956.
 
 d) In view of (iii)(c) above, the clauses (iii)(f) and (iii)(g) of Caro
 are not applicable to the company.
 
 iv.  In our opinion and according to the information and explanations
 given to us, there is adequate internal 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
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in the internal control
 system.
 
 v.  (a) In our opinion and according to information and explanations 
 given to us, the particulars of contracts or arrangements referred to 
 in Section 301 of the Act have been entered in the register required 
 to be maintained under that section.
 
 (b) In our opinion and according to information and explanations given
 to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five lacs in respect of
 any party during the year (other than transactions dealt with in (v)
 (a) above, have been made at prices which are reasonable having regard
 to the prevailing market prices at the relevant time, other than
 providing of services of employees of the company at cost to the
 subsidiary amounting to Rs3,73,96,1 68/-.
 
 vi.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 and as such compliance with the provisions of Sections 58A, 58AA or any
 other relevant provision of the Companies Act, 1956 and the Companies
 (Acceptance of Deposits) Rules, 1975 does not arise. According to the
 information and explanation given to us no order has been passed by the
 Company Law Board or National Company Law Tribunal or Reserve Bank of
 India or any Court or any other Tribunal in respect of deposits.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii.  The Central Government has not prescribed for the maintenance of
 cost records under Section 209 (1) (d) of the Companies Act, 1956.
 
 ix.  a) According to the records of the Company, 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, 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, value added tax,
 cess and other material statutory dues were outstanding, as at 31 st
 March 2012 for a period of more than six months from the date they
 became payable.
 
 c) According to the records of the Company, there are no dues of sales
 tax, customs duty / wealth-tax, service tax, excise duty/cess which
 have not been deposited on account of any dispute / appeal filed with
 the Commissioner.
 
 x.  The Company does not have accumulated losses as at 31st March''2012
 and has not incurred any cash losses during the financial year covered
 by our audit and in the immediately preceding financial year.
 
 xi.  Based on our audit procedures and on the information and
 explanations given by the Management, the Company has no dues to the
 financial institution and bank and hence this clause is not applicable
 to the Company.
 
 xii. Based on our examination of documents and records, we are of the
 opinion that the Company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 xiii.  The Company is not a chit fund company/nidhi/mutual benefit
 fund/societies; hence provisions of any special statute are not
 applicable.
 
 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.  The Company has not given any guarantee for loans taken by others
 from banks or financial institutions.
 
 xvi. The Company has not raised any term loan during the year and as
 such this clause will not be applicable to the Company.
 
 xvii.  During the accounting period covered by our report, we report
 that no fund raised on short term basis have been used for long-term
 investments.
 
 xviii.  The Company has made preferential allotment of Shares to
 Parties covered in the register maintained u/s 301 of the Act. The
 price at which Shares have been issued is not prejudicial to the
 interest of the Company.
 
 xix. The Company has not issued any debentures on balance sheet date
 and as such this clause is not applicable to the company.
 
 xx.  According to the information/explanations given to us, the Company
 has not raised any money by Public Issue during the year.
 
 xxi. Based on information and explanations given by the Management, we
 report that no fraud on or by the Company has been noticed or reported
 during the course of our audit.
 
                                           For Chaturvedi & Company
 
                                               Chartered Accountants 
 
                                                  Reg. No. : 302137E
 
                                                        Nilima Joshi
 
 Place : Kolkata                                             Partner
 
 Date: 18th April, 2012                             (Memb. No. 52122)