We have audited the attached Balance Sheet of Tecpro Systems Limited
 (‘the Company'') as at 31 March 2011, the Profit and Loss Account and the
 Cash Flow Statement of the Company 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.  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 signifcant 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.
 
 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, we enclose
 in the Annexure, a statement on the matters specifed 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 and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) in our opinion, the Balance Sheet, the Profit and Loss Account and
 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, to the extent applicable;
 
 (e) on the basis of the written representations received from the
 Directors, as on 31 March 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualifed as on 31
 March 2011 from being appointed as a Director in terms of clause (g) of
 sub-section (1) of Section 274 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 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 31 March 2011;
 
 (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.
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of its fxed
 assets.
 
 (b) According to the information and explanations given to us, the
 Company has physically verifed its fxed assets during the year. In our
 opinion, this periodicity of physical verifcation is reasonable having
 regard to the size of the Company and the nature of its assets. As
 informed to us no material discrepancies were noticed on such
 verifcation.
 
 (c) The fxed assets disposed off during the year were not substantial,
 and therefore, do not affect the going concern assumption.
 
 (ii) (a) Inventories, except goods-in-transit and stocks lying with
 third parties, have been physically verified by the management during
 the year. In our opinion, the frequency of such verifcation is
 reasonable. For stocks lying with third parties at the year-end,
 written confrmations have been obtained.
 
 (b) In our opinion, the procedures for the physical verifcation of
 inventories and of seeking confrmation for stocks lying with third
 parties 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 is maintaining proper records of
 inventory. As informed to us, the discrepancies noticed on verifcation
 between the physical stocks and the book records were not material and
 have been properly dealt with in the books of accounts.
 
 (iii) (a) The Company has during the year, taken unsecured interest
 free loan repayable on demand, from 3 companies and a director (other
 party) covered in the register maintained under Section 301 of the
 Companies Act, 1956. There are no frms covered in the register
 maintained under Section 301 of the Companies Act, 1956.  The maximum
 loan amount outstanding during the year from the 3 companies was Rs.
 46,376,271, Rs. 20,000,000 and Rs. 5,785,134 respectively. The maximum
 loan amount outstanding during the year from the director was Rs.
 25,000,000. The year end balances of such loans is Rs. Nil.  (b) In our
 opinion, the rate of interest and other terms and conditions on which
 loans have been taken by the Company from a director and 3 companies as
 mentioned in (iii)(a) above, are not, prima facie, prejudicial to the
 interest of the Company.
 
 (c) As mentioned in para (iii)(a) above, there are no stipulations on
 repayment of principal as the interest free loans are repayable on
 demand. Hence, we are unable to comment on the regularity of payment of
 principal and the over due amount, if any, due to the companies/parties
 covered in the register maintained under Section 301 of the Companies
 Act, 1956.
 
 (d) According to the information and explanations given to us, the
 Company has not granted any loans, secured or unsecured, to companies,
 frms or other parties covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 (iv) In our opinion and according to the information and explanations
 given to us and having regard to the explanation that purchases of
 certain items of inventories and fixed assets are for the Company''s
 specialised requirements and similarly goods sold and services rendered
 are for the specialised requirements of the buyers and suitable
 alternative sources are not available to obtain comparable quotations,
 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 inventories and fxed assets and with regard to the sale of goods and
 services. We have not observed any major weakness in the internal
 control system during the course of the audit.
 
 (v) (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 Companies Act, 1956 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 (a) above and exceeding the value of Rs 5
 lakh 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 except for (i) sale of certain goods which are for the
 specialised requirements of the buyer and for which suitable
 alternative sources are not available to obtain comparable quotations
 and (ii) purchases of certain goods and services which are for the
 specialised requirements of the Company and for which suitable
 alternative sources are not available to obtain comparable quotations.
 However, on the basis of information and explanations provided, the
 same appear reasonable.
 
 (vi) The Company has not accepted any deposits from the public during
 the year.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.  
 
 (viii) According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 by the Company under Section 209(1)(d) of the Companies Act, 1956.  
 
 (ix) (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 Income tax, Provident Fund, Employees'' State
 Insurance, Sales tax, Wealth tax, Service tax, Customs duty, Excise
 duty, Cess and other material statutory dues have generally been
 regularly deposited during the year by the Company with the appropriate
 authorities, except, there were certain instances of delay in
 depositing undisputed service tax dues, professional tax dues and
 income tax dues during the year. As explained to us, the Company did
 not have any dues on account of Investor Education and Protection Fund.
 
 There were no dues on account of cess payable under section 441A of the
 Companies Act, 1956, since the aforesaid provisions have not yet been
 made effective.
 
 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, Excise duty, Cess and other material statutory dues were
 in arrears as at 31 March 2011 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 dues in respect of Wealth tax, Excise duty, Customs duty and
 Cess which have not been deposited with the appropriate authorities on
 account of any dispute. According to the information and explanations
 given to us, the following dues of Income tax, Sales tax and Service
 tax have not been deposited by the Company on account of disputes:
 
 Name of the 
 Statute               Nature of      Amount*         Period to which
                       dues           (Rs.)           amount relates
 
 Central Sales 
 tax Act, 1956       Sales tax       12,406,839      1 April 2001 to
                                                     31 March 2002 
                                      4,951,545      1 April 2002 to
                                                     31 March 2003 
 Central Sales 
 tax Act, 1956       Sales tax          581,000      1 April 2001 to
                                                     31 March 2002 
                                      2,025,000      1 April 2000 to
                                                     31 March 2001 
 West Bengal Sales 
 Tax Act, 1994       Sales tax        1,404,585      1 April 2005 to
                                                     31 March 2006
 
 Central Sales 
 Tax Act, 1956       Sales tax        3,708,448      1 April 2005 to
                                                     31 March 2006
                                     18,504,809      1 April 2006 to
                                                     31 March 2007
 
 West Bengal Sales 
 Tax Act, 1994       Sales tax        1,337,178      1 April 2003 to
                                                     31 March 2004 
 
 Central Sales 
 Tax Act, 1956       Sales tax          170,121      1 April 2003 to
                                                     31 March 2004 
 Central Sales 
 Tax Act, 1956       Sales tax        2,721,156      1 April 2003 to
                                                     31 March 2004 
 Central Sales 
 Tax Act, 1956       Sales tax       20,162,729      1 April 2009 to
                                                     31 March 2010 
 Central Sales 
 Tax Act, 1956       Sales tax       11,980,347      1 April 2007 to
                                                     31 March 2008 
 Rajasthan Tax on 
 Entry of Goods 
                     Entry Tax       20,408,275      1 April 2006 to 
 into Local Areas 
 Act, 1999                                           31 March 2009
 
 Income Tax Act, 
 1961                Income             346,677      1 April 2007 to
                     tax                             31 March 2008
 
 Chapter V of the 
 Finance Act,        Service          8,976,817      1 July 2003 to
 1994                tax                             31 May 2007
 
 
 
 Namer of the Status                     Forum where dispute is pending
 
 Cental Sales tax Act,1956             Joint Commissioner of Sales tax
                                       (Appeals), Pune
                                       Joint Commissioner of Sales tax 
                                       (Appeals), Pune
 Central Sales tax Act,1956            Commercial tax Offcer, Lucknow
                                       Commercial tax Offcer, Lucknow
 
 West Bengal Sales Tax Act,1994        West Bengal Commercial Taxes
                                       Appellate and Revisional board,
                                       Kolkata
 
 Central Sales Tax Act,1956            West Bengal Commercial Taxes
                                       Appellate and Revisional board,
                                       Kolkata
 
                                       West Bengal Commercial Taxes
                                       Appellate and Revisional board, 
                                       Kolkata
 
 West Bengal Sales Tax Act,1994        Sales tax Offcer Commercial Taxes,
                                       West Bengal
 
 Central Sales Tax Act,1956            Sales tax Offcer Commercial Taxes,
                                       West Bengal
 
 Central Sales Tax Act,1956            Joint Commissioner, Sales 
                                       tax (Appeals) II, Mumbai
 
 Central Sales tax Act,1956            Rajasthan Tax Board, Ajmer
 
 Central Tax Act,1956                  Commercial Tax Department,
                                       Rajasthan
 
 Rajasthan Tax on Entry of Goods       The Supreme Court of India
 into Local Areas Act,1999
 
 Incomer Tax Act,1961                  Commissioner of Income Tax
                                       (Appeals), New Delhi
 
 Chapter V of the Finance Act,1994     Additional Commissioner of Excise
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year and
 in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers.  The Company did not have any outstanding debentures or dues
 to financial institutions during the year.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi/ mutual Benefit
 fund/ society.
 
 (xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 (xv) 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.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the term loans taken by the Company have been applied for
 the purpose for which they were raised.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investment.
 
 (xviii) According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to
 frms/parties/ companies covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) We have verifed end use of money raised by public issues as
 disclosed in the notes to the financial statements.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
                                                   For B S R & Co.
 
                                            Chartered Accountants
 
                                         Registration no. 101248W
 
                                                              Sd/-
 
                                                    Vikram Advani
 
 Place : Gurgaon                                          Partner
 
 Date : 25 May, 2011                        Membership No. 091765