1.  We have audited the attached consolidated Balance Sheet of TAKE
 Solutions Limited (''the company''), and its subsidiaries (collectively
 referred as the ''TAKE Group'') as at March 31, 2011, the consolidated
 Profit and Loss Account and the consolidated Cash Flow Statement for
 the year ended on that date, annexed thereto. These consolidated
 financial statements are the responsibility of the company''s management
 and have been prepared by the management on the basis of separate
 financial statements and other financial information regarding
 components. Our responsibility is to express an opinion on these
 consolidated 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 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 (`the
 Order'') issued by the Central Government of India in terms of sub
 section (4A) of section 227 of the Companies Act, 1956 (`the Act'') , we
 enclose in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said order.
 
 
 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, the Profit & Loss Account and the Cash Flow
 Statement dealt with by this Report are in agreement with the books of
 account of the Company;
 
 d) In our opinion, the Balance Sheet, the Profit & Loss Account & the
 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 representation 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 Section 274 (1) (g) of
 the Companies Act 1956.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said Balance Sheet, Profit and Loss
 Account & Cash Flow Statement read with Schedules and Notes thereon,
 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 the Balance Sheet of the Company, of the State of
 affairs of the Company as at 31st March 2011;
 
 (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 the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to the Auditors'' Report:
 
 The Annexure referred to in the auditors’ report to the members of TAKE
 Solutions Limited (the company) for the year ended March 31, 2011. We
 report that:
 
 1.  a) The Company has maintained proper records showing
 
 full particulars including quantitative details and situation of fixed
 assets.
 
 b) The assets have been physically verified by the management at
 periodic intervals, which in our opinion, is reasonable having regard
 to the size of the Company and the nature of its assets. No material
 discrepancies have been noticed on such verification.
 
 c) The Company has not disposed off substantial part of its fixed
 assets, which will affect the going concern status of the Company.
 
 2.  a) The Stock of traded goods of the Company has been
 
 physically verified at periodic intervals during the year by the
 management. In our opinion, the frequency of such verification is
 adequate.
 
 b) In our opinion, and according to the information and explanations
 given to us, the procedures for 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) In our opinion, the company has maintained proper records of
 inventory. The discrepancies noticed between the physical stocks as
 verified and the book records were not material and have been properly
 dealt with in the books of account.
 
 3.  (a) During the year, the Company has not given any loans,
 secured or unsecured to companies, firms and other parties covered in
 the register maintained under Section 301 of the Act. At the year end,
 the amount outstanding against the loans granted to two body coporates
 aggregated to Rs. 233.86 millions. The maximum balance outstanding
 during the year was Rs. 233.86 millions.
 
 (b) The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interests of
 the Company.
 
 (c) In the case of loan granted of Rs. 7.61 Mn to the body corporate
 listed in the register maintained under Section 301 of the Act, the
 terms of arrangement do not stipulate any repayment schedule and the
 loan is repayable on demand along with the interest due. In the case of
 loan granted of Rs. 226.25 Mn to the other body corporate listed in the
 register maintained under Section 301 of the Act, the terms of
 arrangement stipulate repayment schedule, however, the due date for
 repayment of principal along with interest due has not fallen during
 the financial year. Accordingly, paragraph 4(iii)(c) of the Order is
 not applicable to the Company in respect of repayment of the principal
 amount.
 
 (d) There are no overdue amounts and hence the provisions of sub clause
 (d) of clause 4(iii) of CARO are not applicable to the Company.
 
 (e) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956. Therefore, the provisions
 of sub clauses (e), (f) and (g) of clause 4(iii) of CARO are not
 applicable to the Company.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the company and the nature of its business with regard
 to purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of audit, no major weakness has been
 noticed in the internal control system.
 
 5.  a) In our opinion and according to the 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 the information and explanations
 given to us, the transactions made in pursuance of contracts and
 arrangements referred to in 5(a) above and exceeding the value of Rs.5
 lakhs with any party during the year have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 6.  The Company has not accepted any deposits from the public.
 Accordingly, paragraph 4(vi) of the Order is not applicable.
 
 7.  The Company has adequate internal audit system, commensurate with
 the size and nature of the business.
 
 8.  Maintenance of cost records has not been prescribed for the Company
 by the Central Government under section 209(1) (d) of the Companies Act
 1956 for any of the services rendered by the Company. Accordingly,
 paragraph 4(viii) of the Order is not applicable.
 
 9.  a) According to the information and explanations given to us 
 and on the basis of our examination of the records of the company, 
 amounts deducted /accrued in the books of account in respect of 
 undisputed statutory dues including Provident Fund, Employees’ State
 Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty
 and other material statutory dues have been regularly deposited during
 the year by the company with the appropriate authorities.  As explained
 to us, the Company did not have any dues on account of Investor
 Education and Protection Fund and Excise duty.
 
 b) 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.
 
 c) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Employees’
 State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,
 Customs Duty, Cess and other material statutory dues were in arrears as
 at March 31, 2011 for the period of more than six months from the day
 they became payable.
 
 d) According to the information and explanations given to us, there are
 no dues of Sales Tax, Wealth Tax, Service Tax, Customs duty and Cess,
 which have not been deposited with the appropriate authorities on
 account of any dispute except Income Tax which is given below:
 
 Demand from Income tax authorities for payment of additional tax of Rs.
 99.58 lacs (net of amount paid to statutory authorities to the extent
 of Rs. 80.81 lacs) has been received upon completion of their tax
 review for the assessment year 2006 07. Also, Demand for payment of
 additional tax of Rs. 179.18 lacs has been received upon completion of
 their tax review for the assessment year 2007 08. Similarly, demand for
 payment of additional tax of Rs.186.67 lacs has been received upon
 completion of tax review for the assessment year 2008 09. For all the
 above mentioned Assessment Years, the matter is pending before the
 Commissioner of Income tax (Appeals), Chennai.
 
 10.  The Financial statements of the Company as on 31st March 2011 do
 not show any accumulated losses. The Company has not incurred any cash
 losses during the financial year covered by our audit and in the
 immediate preceding financial year. Accordingly, paragraph 4(x) of the
 Order is not applicable.
 
 11.  According to the records of the Company examined by us and the
 information and explanations given to us by the management, the Company
 has not defaulted in repayment of dues with respect to loans taken from
 any financial institutions and banks as at Balance Sheet date.
 
 12.  Based on our examination and according to the information and
 explanations given to us, the company has not granted loans and
 advances based on security by way of pledge of shares, debentures and
 other securities. Accordingly, paragraph 4(xii) of the Order is not
 applicable.
 
 13.  In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund/ nidhi/ mutual benefit
 fund/society/. Accordingly, paragraph 4(xiii) of the Order is not
 applicable.
 
 14.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments. Accordingly, paragraph 4(xiv) of the Order is not
 applicable.
 
 15. According to the information and explanations given to us, the
 Company has given corporate guarantee for loans taken by its
 subsidiaries from banks to the tune of Rs. 1,196 Millions and the terms
 and conditions whereof are not prejudicial to the interest of the
 company.
 
 16. The company has taken term loan from bank and has applied the same
 for the purpose for which the Loan was taken.
 
 17.  On the basis of our examination of the Balance Sheet of the
 Company and according to the information and explanations given to us,
 in our opinion, funds raised on short term basis have not been used for
 long term investment and vice versa.
 
 18. The company has not allotted any shares on preferential basis to
 Companies / firms / parties covered in the Register maintained under
 section 301 of the Companies Act, 1956.  Accordingly paragraph 4(xviii)
 of the Order is not applicable.
 
 19. The company has not issued any secured debentures.  Accordingly
 paragraph 4(xix) of the Order is not applicable.
 
 20. The Company has not raised any money by public issues during the
 year. Accordingly, paragraph 4(xx) of the Order is not applicable.
 
 21. According to 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 Sundar Srini & Sridhar 
                                                Chartered Accountants 
                                         Firm Registration No.004201S
 
                                                           S. Sridhar
                                                              Partner
                                                 Membership No. 25504
 
 Place : Chennai 
 Date  : May 27, 2011