Tech Mahindra

1.  We have audited the attached Balance Sheet of TECH MAHINDRA LIMITED
 (the Company) as at March 31, 2009, and also the Profit and Loss
 Account and the Cash Flow Statement for the year ended on that date,
 both 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 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 Companies (Auditors Report) Order, 2003 issued by
 the Central Government in terms of section 227 (4A) 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.  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 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 written representations received from the directors
 as on 31st March, 2009 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2009 from being appointed as a director in terms of clause (g) of sub-
 section (1) of section 274 of the Companies Act, 1956; and
 
 f) 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:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 company as at March 31, 2009;
 
 ii) in the case of the Profit and Loss Account, of the profit 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
 
 (Referred to in Paragraph 3 of our report of even date)
 
 i) The nature of the Companys activities are such that clauses (xiii)
 and (xiv) of paragraph 4 of the Companies (Auditors Report) Order,
 2003 are not applicable to the Company for the year.
 
 ii) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, the fixed assets are physically verified by the
 management according to a phased programme designed to cover all the
 items at reasonable intervals, having regard to the size of the Company
 and the nature of its assets. Pursuant to the programme, the major
 portion of these fixed assets, have been physically verified by the
 management during the year and no material discrepancies were noted on
 such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute substantial part of the fixed assets of the Company and
 such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 iii) (a) The Company has conducted physical verification of inventory
 at reasonable intervals during the year.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventory
 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 and according to the information and explanations
 given to us, the Company is maintaining proper records of inventory and
 no material discrepancies were noticed on physical verification.
 
 iv) In our opinion and according to the information and explanations
 given to us, the Company has not granted or taken any loan, secured or
 unsecured, to or from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 Accordingly, the provisions of Sub Clauses (b), (c), (d), (f) and (g),
 of Clause 4 (iii) of Companies (Auditors Report) Order, 2003 are not
 applicable to the Company.
 
 v) 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 nature of its business with regard to
 purchase of inventory and fixed assets and sale of goods and services.
 During the course of our audit we have not observed any continuing
 failure to correct major weaknesses in the internal control system.
 
 vi) According to the information and explanations given to us, we are
 of the opinion that there are no contracts or arrangements that need to
 be entered into the register referred to in Section 301 of the
 Companies Act, 1956.  Accordingly, the provisions of Sub Clauses (a)
 and (b) of Clause 4 (v) of Companies (Auditors Report) Order, 2003 are
 not applicable to the Company.
 
 vii) The Company has not accepted any deposits from the public to which
 the provisions of the Sections 58(A) and 58(AA) of the Companies Act,
 1956 and the rules framed there under apply.
 
 viii) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 ix) According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 clause (d) of sub-section (1) of Section 209 of the Act. Therefore the
 provisions of clause (viii) of the Companies (Auditors Report) Order,
 2003 is not applicable to the Company.
 
 x) According to information and explanations given to us in respect of
 statutory and other dues:
 
 (a) The company has been regular in depositing undisputed statutory
 dues in respect of Provident Fund, Investor Education and Protection
 Fund, Employees State Insurance (ESI), Income-tax, Sales-tax, Wealth
 tax, Custom duty, cess and any other material statutory dues. However
 in respect of Service Tax dues, the Company has been generally regular
 in depositing with the appropriate authorities during the year.
 
 (b) According to the information and explanations given to us, the
 following undisputed amounts payable in respect of service tax dues
 were in arrears as at 31st March 2009 for a period of more than six
 months from the date they became payable.
   
 Name of the  Nature of dues   Amount     Due date    Date of
 Statute                               (Rs.Million)   payment
  							  	    
 Central      Service Tax      10.89   May 2008 to    April
 Excise Act                            1st  August    2009
                                       2008 		    
 
 (c) According to information and explanations given to us there are no
 dues of Sales tax / Income-tax / Customs duty / Wealth tax / Service
 tax / Excise duty and cess, which have not been deposited with the
 appropriate authorities on account of any dispute, except in following
 cases:
 
 Forum where dispute is pending               Nature of dues
 
 Assessing Officer                             Corporate tax
 Assessing Officer                             Corporate tax
 Commissioner of Income tax (Appeals)          Corporate tax
 Assessing Officer                             Corporate tax
 Commissioner of Income tax (Appeals)          Corporate tax
 Commissioner of Income tax (Appeals)          Corporate tax
 Commissioner of Income tax (Appeals)          Corporate tax
 Commissioner of Income tax (Appeals)          Corporate tax
 Commissioner of Income Tax (Appeals)     Fringe Benefit Tax
 
 	    Amount                Financial Year
 (Rs. in Million)      to which amount relates
 
 		 5.92                     1998-1999
 		 3.89                     1997-1998
 		67.88*                    2001-2002
 		 0.06*                    2002-2003
 		 0.14*                    2003-2004
 	    102.48                     2003-2004
 		29.45*                    2004-2005
 	    109.23                     2004-2005
 		10.25                     2005-2006
 
 * in respect of erstwhile subsidiary which was amalgamated with the
 Company w.e.f 1st April 2008
 
 xi) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses during the financial
 year covered by our audit and the immediately preceding financial year.
 
 xii) In our opinion and according to the information and explanations
 given to us, there are no dues payable to banks, financial institutions
 or debenture holders. Accordingly, the provisions of clause 4 (xi) of
 the Companies (Auditors Report) Order, 2003 are not applicable to the
 Company.
 
 xiii) According to the information and explanations given to us, the
 Company has not granted any loans or advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 xiv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 xv) The Company has not availed any term loans during the year.
 
 xvi) According to information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, funds raised
 on short term basis have, prima facie, not been used during the year
 for long term investment.
 
 xvii) 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.
 
 xviii) In our opinion and according to the information and explanations
 given to us, the Company has not issued any secured debentures during
 the period covered by our audit. Accordingly, the provisions of clause
 4 (xix) of the Companies (Auditors Report) Order, 2003 are not
 applicable to the Company.
 
 xix) As informed to us, during the period covered by our audit report,
 the Company has not raised any money by public issues.
 
 xx) According to the information and explanations given to us, no
 material fraud on or by the Company was noticed or reported during the
 year.
 
                                           For Deloitte Haskins & Sells
                                                  Chartered Accountants
                                                        Hemant M. Joshi
 Hyderabad                                                      Partner
 Dated: 27th April, 2009                           Membership No. 38019