1.  We have audited the attached Balance Sheet of TANLA SOLUTIONS
 LIMITED, as at March 31, 2011, and also the related 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 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 fi
 nancial 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 (''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.
 
 4.  Further to our comments in the Annexure referred to in paragraph
 (3) above, we report that:
 
 (i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were neessary 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;
 
 (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 Act.
 
 (v) On the basis of 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 disqualifi ed as on
 31st March 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Act.
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts together with the notes
 thereon give the information required by the Act, 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 aff airs of the
 Company as at March 31, 2011;
 
 (b) In the case of the Profit and Loss Account, of the loss for the
 year ended on that date; and
 
 (c) In the case of the Cash Flow Statement, of the cash fl ows for the
 year ended on that date.
 
 Annexure to the Auditors'' Report (referred to in paragraph 3 of our
 Report of even date to the Members of Tanla Solutions Limited for the
 year ended March 31, 2011)
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) Fixed Assets have been physically verifi ed by the management and,
 in our opinion, the verifi cation is reasonable having regard to the
 size of the company and the nature of its assets. No discrepancies were
 noticed on such verifi cation.
 
 (c) No substantial part of fixed assets has been disposed off during
 the year.
 
 2.  In our opinion and according to the information and explanations
 given to us, the Company not having any inventory. Accordingly, the
 provisions of clause 4(ii) of the Order are not applicable to the
 Company.
 
 3.  As informed the Company has neither granted nor taken any loans,
 secured or unsecured to and from companies, fi rms or other parties
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. Accordingly, clause 4(III) (b) to (d) of the Order are not
 applicable.
 
 4.  On the basis of checks carried out during the course of audit and
 as per explanations given to us, we are of the opinion that there are
 adequate internal control procedures commensurate with the size of the
 company and the nature of its business; for the purchases of fixed
 assets and for the rendering of services. During the course of our
 audit, no major weakness has been noticed in the internal controls.
 
 5.  a) In our opinion and according to the information and explanations
 given to us, we are of the opinion that the transactions that need to
 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, 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 each party during the year have been made at prices which
 are reasonable having regard to the prevailing market prices at the
 relevant time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposits with in the
 meaning of Sections 58A and 58AA of the Companies Act, 1956 and the
 Companies (Acceptance of Deposits) Rules, 1975 with regard to the
 deposits accepted from the public.
 
 7.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  To the best our knowledge and as explained, the Central Government
 has not prescribed maintenance of cost records under Section 209 (i)
 (d) of the of the Companies Act, 1956 in respect of the Company''s
 nature of business.
 
 9.  (a) According to the records of the company, the company is regular
 in depositing undisputed statutory dues including provident fund,
 employees'' state insurance, Income Tax, Wealth Tax, Customs Duty,
 Excise duty, cess, Service tax and other material statutory dues
 applicable at the end of the year for a period of more than six months
 from the date they became payable.
 
 (b) According to the information and explanations given to us, there
 are no income tax, wealth tax, sales tax, customs duty and excise duty,
 which have not been deposited on account of any dispute except in case
 of disputed service tax liability for the period 1.6.2007 to 31.10.2009
 of Rs. 6,85,81,618 (out of this Rs.1,93,68,932 paid) pending before the
 Commissioner of Service Tax. There were no dues on account of cess
 under 441A of the Companies Act 1956, since the date from which the
 aforesaid section comes into force has not yet been notifi ed by the
 Central Government.
 
 10.  The company does not have the accumulated losses as at the end of
 the financial year and it has not incurred any cash losses during the
 current financial year covered by our audit and the immediately
 preceding financial year.
 
 11.  Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion that the
 company did not have any outstanding dues to financial Institutions,
 Banks or Debenture holders.
 
 12.  According to the information and expiations 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.
 
 13.  In our opinion, the Company is not a chit or a nidhi / mutual
 benefi t fund / society. Therefore, the provisions of clause 4(xiii) of
 the Order are not applicable to the Company.
 
 14.  The company is not in the business of dealing or trading in
 shares, securities, debenture and other instruments.  Accordingly, the
 provisions of clause 4(xiv) of the Order are not applicable to the
 Company.
 
 15.  The company has not given any guarantee for loans taken by others
 from banks or financial institutions.
 
 16.  The company has not taken term loans from banks.
 
 17.  Based on our examination of the balance sheet of the company as at
 31.03.2011, since there are no loans availed by the company, the
 utilization of funds does not arise.
 
 18.  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.
 
 19.  During the year covered by our audit report, the Company does not
 have any outstanding debentures during the year.
 
 20.  The Company has not raised any money through public issue of
 equity shares during the year.
 
 21.  Based upon the audit procedures performed and 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 RAMASAMY KOTESWARA RAO & CO.,
 
                                           Chartered Accountants
 
                                           Firm Regn. No.010396S
 
                                                            Sd/-
 
 Place : Hyderabad                           (C.V KOTESWARA RAO)
 
 Date  : September 05, 2011                             Partner
 
                                            Membership No.28353