We have audited the attached Balance Sheet of M/S TULIP TELECOM LIMITED
 as at 31st March 2011 the Profit & Loss Account and also the Cash Flow
 statement on the 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 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.
 
 1.  As required by the Companies (Auditors Report) Order 2003 as
 amended by The Companies (Auditors Report) (Amendment) Order, 2004
 issued by Central Government of the India in terms of section 227(4A)
 of the Companies Act 1956, and on the basis of such checks as we
 considered appropriate and according to information and explanation
 given to us and books and records examined by us in the normal course
 of audit, we annex hereto a statement on the matters specified in
 paragraph 4 and 5 of the said Order.
 
 2.  Further to our comments in the Annexure referred to in paragraph 1
 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 purpose 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
 books of account of the Company.
 
 (c) The Balance Sheet, Profit & Loss Account and Cash Flow statement
 dealt with the report are in agreement with the books of account of the
 Company.
 
 (d) In our opinion the Balance Sheet, Profit & Loss account and Cash
 Flow statement complies with the Mandatory Accounting Standards
 referred to in Section 211(3C) of the Companies Act, 1956.
 
 (e) On the basis of written representation received from the directors,
 as on 31 March, 2011 and taken on record by the Board of Directors, we
 report that no director is disqualified from being appointed as a
 director of the Company, as on 31st March, 2011, under 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 ccording to
 the explanations given to us, the said accounts read with the 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 state of affairs of the
 Company as at 31st march, 2011
 
 (ii) In the case the Profit & Loss Account, of the Profit of the
 Company for the year ended on that date and
 
 (iii) In the case of Cash Flow Statement, for the cash flow of the
 Company for year ended as on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE
 MEMBER OF M/s TULIP TELECOM LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED
 MARCH 31, 2011.
 
 1) a) The Company is maintaining proper records showing
 full particulars, including quantitative details and situation of fixed
 assets.
 
 b) The Fixed Assets have been physically verified by the management
 during the year, which in our opinion is reasonable having regard to
 the size of the Company and the nature of its assets. No material
 discrepancies were noticed on physical verification.
 
 c) There was no substantial disposal of fixed assets during the year.
 
 2) a) As informed to us by management, physical
 
 verification of inventory has been conducted at reasonable intervals
 during the year.
 
 b) The procedures followed by the management for physical verification
 of inventory are reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 c) On the basis of our examination of records of inventory, the Company
 is maintaining proper records of inventory. We are informed that there
 were no material discrepancies on physical verification.
 
 3) i) The Company has not granted but has taken loans,
 secured or unsecured from companies, firms or other parties covered in
 the register maintained under section 301 of Act.
 
 ii) Clause 3 (b) 3 (c) & 3 (d) of the order are not applicable.
 
 4) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control procedure
 commensurate with the size of the Company and the nature of its
 business, for the purchase of inventory and fixed assets and for the
 sales of goods.
 
 5) a) In our opinion and according to the information and
 
 explanations given to us the transactions that need to be entered in to
 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 explanation
 given to us, the transactions made in pursuance of contracts or
 arrangement entered into the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of Rs. Five Lakhs in
 respect of any party during the year have been made at prices, which
 are reasonable having regard to prevailing market price at relevant
 time.
 
 6) The Company has not accepted deposits from the public, hence the
 directives issued by the Reserve Bank of India and the provisions of
 section 58A & 58AA of the Act are not applicable.
 
 7) In our opinion, the Company has an Internal audit system
 commensurate with its size and nature of business.
 
 8) This clause is not applicable.
 
 9) a) The Company is generally regular in depositing undisputed
 statutory dues which are applicable to the Company including Provident
 Fund, Employee''s State Insurance, Income Tax, FBT, Sales Tax, Custom
 Duty , Excise Duty, Cess, Service Tax and any other statutory dues with
 the appropriate authorities except TDS, deducted from various payments
 during the year.
 
 b) According to the information and explanations given to us following
 amounts of undisputed statutory dues are outstanding as on 31st March,
 2011 for a period exceeding six months :-
 
 
 
 Name of 
 Statute   Nature of 
           Dues        Amount(Rs)     Period to 
                                      which relate   Due date  Date when
                                                               paid
 
                         NIL
 
 c) According to the information and explanation given to us, the
 following are the disputed amount of Statutory dues outstanding as on
 31st March, 2011 for a period exceeding six months:-
 
 Name of 
 Statute   Nature of Dues   Amount(Rs)   Period to 
                                         which relate      Forum Where 
                                                           dispute in 
                                                           pending
 
 The Customs 
 Act,        1962. Custom 
             Duty           23,35,568/-   2004-05         CESTAT- Mumbai
 
 SalesTax    Central Sales 
             Tax on         11,36,509/-  1.04.2003 to 
                                        31.03.2004        Joint
                                                          Commissioner 
                                                          -1,
             regular 
             assessment                                   New Delhi
 
 SalesTax    Central Sales
             Tax on          4,14,975/-  1.04.2004 to 
                                        31.03.2005        Joint 
                                                          Commissioner 
                                                          - I,
             regular 
             assessment                                   New Delhi
 
 DVAT ACT 
 2004           VAT         95,75,610/-  1.04.2005 to 
                                        31.03.2006        Addl.
                                                          Commissioner 
                                                          DVAT New Delhi
 
 CSTACT 
 1956        SALES TAX       3,09,164/-  1.04.2005 to 
                                         31.03.2006       Addl.
                                                          Commissioner 
                                                          DVAT New Delhi
 
 Income Tax 
 Act.            TDS        95,679/-     1.04.2008-
                                        31.03.2009        Rectification 
                                                          filed
 
 10.  This clause of accumulated losses is not applicable.
 
 11.  In our opinion and according to the information and explanation
 given to us, the Company has not defaulted its repayment of dues to
 financial institutions, banks or debenture holders as at the balance
 sheet date.
 
 12.  The company has not granted loan & advance on the basis of
 security by way of pledge of shares, debentures & other securities;
 hence this point of order is not applicable.
 
 13.  The provision of any special statute applicable to chit fund are
 not applicable to this company.
 
 14.  The company is not dealing in or trading in shares, securities,
 debenture & other investments.
 
 15.  The company has given corporate guarantee to M/s Axis Trustee
 Services Ltd. acting as Debenture Trustee for Non Convertible
 Debentures issued by M/s Beeta Infocom Pvt. Ltd., New Delhi. The
 company has given corporate guarantee to M/s Cisco Systems Capital
 India Pvt. Ltd. for loan taken by its wholly owned subsidiary, M/s
 Tulip SWAN IT Services Ltd. The terms and conditions of such guarantee
 are not prejudicial to the interest of the company.
 
 16.  In our opinion and according to the information and explanation
 given to us, the term loans were applied for the purpose for which
 obtained.
 
 17.  Based on the information and explanations given to us on an
 overall examination of the balance sheet of the company, in our opinion
 , there are no funds raised on short term basis which have been used
 for long term investment and vice versa.
 
 18.  According to the information and explanation given to us the
 company has not made preferential allotment of shares to parties and
 Companies covered in the register maintained under section 301 of the
 Act.
 
 19.  During the year, company has not issued any Secured/Unsecured
 Non-convertible Debentures.
 
 20.  The company has not raised any money by way of public issues
 during the year.
 
 21.  According to the information and explanation given to us and to
 the best of our knowledge and belief, no fraud on or by the company has
 been noticed or reported during the course of our audit.
 
                                             For R. CHADHA & ASSOCIATES
                                                  CHARTERED ACCOUNTANTS 
 
 Place:- New Delhi                                     Rakesh Chadha
 
 Date:- May 12, 2011                                       (Partner)
 
                                                 Membership . No. 83135 
                                       (Firm Registration No. : 004046N)