1.  We have audited the attached Balance Sheet of Zenith InfoTech
 Limited, Mumbai as at 30th September, 2011 and also the Profit and Loss
 Account and the Cash Flow Statement of the Company for the period 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 conduct 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.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956, we give in the Annexure, a statement on the
 matters specified in paragraphs 4 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 such
 books and proper returns adequate for the purposes of our audit have
 been received from the branches not visited by us.
 
 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 except as referred to in the paragraph on
 ''Accounting Standards'' in Notes to the Accounts.
 
 e.  On the basis of written representations received from the Directors
 as on 30th September 2011 and taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 30th September, 2011 from being appointed as a Director in terms of
 Clause (g) of Sub Section (1) of Section 274 of the Companies Act,
 1956.
 
 5.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with significant
 accounting policies and other 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 30th September, 2011,
 
 (ii) In the case of Profit and Loss Account, of the profit for the
 period ended on that date, and
 
 (iii) In the case of Cash Flow Statement, of the cash flows for the
 period ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 Re: Zenith InfoTech Limited
 
 (Referred to in paragraph 3 of our report of even date)
 
 (i) The nature of the Company''s business activities during the period
 is such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the Company for
 the period ended on 30m September 2011.
 
 (ii) In respect of Fixed Assets:
 
 (a) The Company has maintained proper records to show full particulars,
 including quantitative details wherever feasible and situation of fixed
 assets.
 
 (b) The fixed assets have been physically verified by the Management
 periodically and the frequency of verification of fixed assets is
 reasonable having regard to the size of the Company and the nature of
 its assets.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has not made any substantial disposals during
 the period.
 
 (iii) In respect of Inventories:
 
 (a) The stocks have been physically verified during the period by the
 management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) The procedures of physical verification of stocks 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 has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (iv) According to information and explanations given to us, the Company
 has not granted any loans, secured and unsecured, to companies, firms
 or other parties covered in the register maintained under Section 301
 of the Companies Act 1956.
 
 (v) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business for the purchase of inventory and fixed assets and for the
 sale of goods and services.
 
 (vi) In respect of particulars of contracts and arrangements entered in
 the register maintained in pursuance of Section 301 of the Companies
 Act 1956;
 
 (a) To the best of our knowledge and belief and according to the
 information and explanations given to us, particulars of contracts and
 arrangements that needed to be entered into the register have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions of purchase of goods and services and
 sale of goods, and services aggregating during the period in excess of
 Rs.5 Lakhs in respect of each party have been made at prices which are
 reasonable having regard to the prevailing market prices of such goods,
 or services or the prices of which transaction for similar goods, or
 services have been made with other parties.
 
 (vii) The Company has not accepted any deposits from the public,
 consequently the provisions of Section 58A, Section 58AA or any other
 relevant provisions of the Companies Act, 1956 and the Companies
 (Acceptance of Deposits) Rules, 1975 are not applicable.
 
 (viii) The Company''s internal audit work is being carried out by M/s
 SRM & Co., Chartered Accountants, Mumbai.  In our opinion, the Company
 has an adequate internal audit system commensurate with the size and
 the nature of its business.
 
 (ix) According to the information and explanations given to us in
 respect of Statutory and other dues:
 
 (a) The Company has generally been regular in depositing undisputed
 statutory dues, including Provident Fund, Investor Education and
 Protection Fund, Employees State Insurance, Income-tax, Sales-tax,
 Wealth Tax, Cess, Service tax and any other statutory dues with the
 appropriate authorities during the period.
 
 (b) The disputed statutory dues that are pending before appropriate
 authorities are as under:
 
 NAME OF THE    NATURE OF DUES  AMOUNT          FORUM WHERE
 STATUTE                       (RS. IN LAKHS)   DISPUTE IS PENDING
 
 BMC ACT, 1888  Property Tax    14.14           Small Causes Court, 
                                                Mumbai
 
 
 (x) The Company neither has accumulated losses at the end of the
 period, nor incurred cash losses during the current period and the
 immediately preceding financial year
 
 (xi) Based on the Audit procedures and on the information and
 explanation given by the management, we are of the opinion that the
 Company has not defaulted in the repayment of dues to banks.
 
 (xii) According to the information and explanations given to us, the
 Company has inter alia given 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 has not given any guarantee for loans taken by
 others from banks and financial institutions.
 
 (xiv) During the period, no Term loans were availed by the company.
 
 (xv) According to the Cash Flow Statement and other records examined by
 us and the information and explanations given to us, on an overall
 basis, funds raised on short term basis have, prima facie, not been
 used during the period for long term investment.
 
 (xvi) The Company has not made any preferential allotment during the
 period.
 
 (xvii) No securities have been created by issue of debentures during
 the period.
 
 (xviii) The Company has not raised any money by public issue of shares
 during the period.
 
 (xix) To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the period.
 
                                                For C.L. Khanna & Co.  
 
                                               Chartered Accountants
 
 
                                                        (C.L. KHANNA)
 
 Place: Mumbai                                            Proprietor
 
 Date : 3rd January, 2012                      Membership No. 004988