1.  We have audited the attached Balance Sheet of Sasken Communication
 Technologies Limited (the Company) as at March 31, 2011, 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 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 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.  Without qualifying our report, attention is drawn to Note no. 4(a)
 in Schedule 16 of the financial statements regarding write down of the
 value of investments amounting to Rs13,058.38 lakhs and adjustment
 thereof against Business Restructuring Reserve created out of
 Securities Premium Account in accordance with the Scheme of Arrangement
 approved by the High Court of Karnataka vide its order dated March 31,
 2010, instead of charging off the same to the statement of profit and
 loss.
 
 4.  As required by the Companies (Auditors Report) Order, 2003 (as
 amended), 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.
 
 5.  Further to our comments in the Annexure referred to 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 the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956;
 
 6.  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 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 March 31, 2011;
 
 (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.
 
 Annexure to the Auditors Report
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. According to the
 information and explanations given to us, no material discrepancies
 were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 In our opinion and according to the information and explanations given
 to us, in view of the nature of activities of the Company, the
 provisions of Clause 4(ii) relating to inventory is not applicable to
 the Company.
 
 (a) As informed, 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 Companies Act, 1956.
 
 (b) As informed, the Company has not taken any loans, secured or
 unsecured from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 
 In our opinion and according to the information and explanations given
 to us, as represented by the management that some items are of a
 special nature for which alternative quotations cannot be obtained,
 there is an adequate internal control system commensurate with the size
 of the Company and the nature of its business, for the purchase of
 fixed assets and for the sale of software products and services.
 During the year there was no purchase of inventory. During the course
 of our audit, no major weakness has been noticed in the internal
 control system in respect of these areas. During the course of our
 audit, we have not observed any continuing failure to correct major
 weakness in internal control system of the Company.
 
 (a) According to the information and explanations given to us, we are
 of the opinion that the particulars of contracts or arrangements
 referred to in Section 301 of the Act that need to be entered into the
 register maintained under Section 301 have been so entered.
 
 b) None of the transactions made in pursuance of such contracts or
 arrangements exceed the value of Rupees five lakhs in respect of any
 one such party in the financial year.
 
 The Company has not accepted any deposits from the public.
 
 In our opinion, the Company has an internal audit system commensurate
 with the size and nature of its business.
 
 To the best of our knowledge and as explained, the Central Government
 has not prescribed maintenance of cost records under clause (d) of
 sub-section (1) of Section 209 of the Companies Act, 1956 for the
 software products and services of the Company.
 
 (a) According to the records of the Company, the Company is 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, customs duty, excise duty, cess and other material statutory dues
 applicable to it with the appropriate authorities.  Further, since the
 Central Government has till date not prescribed the amount of cess
 payable under Section 441 A 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 provident fund, investor
 education and protection fund, employees state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other undisputed statutory dues were outstanding, at the year end, for
 a period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, customs duty excise
 duty and cess on account of any dispute, are as follows:
 
                                                     Forum where dispute
 
 Name of the 
 Statute         Nature of Dues   Amount (Rs)  Period
                                                          is pending
 
 Income Tax Act, 
 1961             Income taxes     9,22,850   AY 1992-93  Karnataka High
                                                             Court
 
 Income Tax Act, 
 1961             Income taxes    60,57,471   AY 1999-00  Karnataka High
                                                             Court
 
 Income Tax Act, 
 1961             Income taxes    20,07,902   AY 2000-01  Karnataka High
                                                             Court
 
 Income Tax Act, 
 1961             Income taxes    70,56,614   AY 2001-02  Karnataka High
                                                             Court
 
 Income Tax Act, 
 1961             Income taxes  1,85,91,921   AY 2002-03   CIT (Appeals)
 
 Income Tax Act, 
 1961             Income taxes     5,65,515   AY 2003-04     ITAT
 
 Income Tax Act, 
 1961             Income taxes    34,93,798   AY 2003-04  Karnataka High
                                                              Court
 
 Income Tax Act, 
 1961             Income taxes    45,78,380   AY 2004-05  CIT (Appeals)
 
 Income Tax Act, 
 1961             Income taxes  4,18,48,985   AY 2005-06  CIT (Appeals)
 
 Income Tax Act, 
 1961             Income taxes  2,53,29,943   AY 2006-07  CIT (Appeals)
 
 Income Tax Act, 
 1961             Income taxes  5,79,13,076   AY 2008-09  CIT (Appeals)
 
 Income Tax Act, 
 1961             Income taxes       10,050   AY 2008-09  Pending appeal
 
 Income Tax Act, 
 1961             Income taxes    24,35,034   AY 2009-10 
                                            & AY 2010-11   CIT (Appeals)
 
 KST Act, 1957        KST         45,07,973   FY 2002-03   JCCT (Appeals)
 
 KVAT Act, 2003      KVAT         36,19,006   FY 2003-04  STAT, Karnataka
 
 
 
                                                     Forum where dispute
 
 Name of the 
 Statute        Nature of Dues   Amount (Rs)  Period
                                                        is pending
 
 CST Act, 1956      CST           2,24,988  FY 2003-04  STAT, Karnataka
 
 KST Act, 1957      KST        1,57,01,106  FY 2004-05  JCCT (Appeals)
 
 KST Act, 1957      KST        1,18,71,588  FY 2004-05  JCCT (Appeals)
 
 KVAT Act, 2003     KVAT       1,77,06,763  FY 2005-06  STAT, Karnataka
 
 CST Act, 1956      CST          84,41,022  FY 2005-06  STAT, Karnataka
 
 KVAT Act, 2003     KVAT       2,06,08,999  FY 2006-07  STAT, Karnataka
 
 CST Act, 1956      CST        1,25,47,166  FY 2006-07  STAT, Karnataka
 
 KVAT Act, 2003     KVAT       3,24,49,018  FY 2007-08  High Court
 
 CST Act, 1956      CST          30,87,244  FY 2007-08  High Court
 
 KVAT Act, 2003     KVAT       5,51,01,166  FY 2008-09  High Court
 
 CST Act, 1956      CST          22,14,793  FY 2008-09  High Court
 
 KVAT Act, 2003     KVAT       4,40,90,543  FY 2009-10  High Court
 
 CST Act, 1956      CST          13,85,838  FY 2009-10  High Court
 
 Canadian Income 
 Tax Laws        Income Tax 
                  for          4,51,84,311  FY 2000-01 to
                                             2007-08      Canadian 
                                                          Revenue
                  Branches                                Agency
 
 Canadian Income 
 Tax Laws        Income Tax 
                   for         1,15,05,759  FY 2000-01 to
                                              2007-08     Ministry of
                                                          Revenue,
                 Branches                                 Ontario
 
 Total                        46,10,58,822
 
 Of the above, Rs18,78,54,826 has been deposited under protest.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution or bank. The Company did not have any outstanding
 debentures during the year.
 
 (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 (Auditors 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 (Auditors Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by others from bank or
 financial institutions, the terms and conditions whereof, in our
 opinion, are not prima-facie prejudicial to the interest of the
 Company.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet and Cash Flow Statement of
 the Company, we report that no funds raised on short-term basis have
 been used for long-term investment.
 
 (xviii) During the year the Company has not made preferential allotment
 of shares to parties and companies covered in the register maintained
 under Section 301 of the Act.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money through a public issue during
 the year.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the 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 S.R. Batliboi & Co.
 
 Firm registration number: 301003E
 
 Chartered Accountants
 
 per Navin Agrawal
 
 Partner
 
 Membership No.: 56102
 
 Place : Bangalore Date : April 27, 2011