Zensar Technologies

1.  We have audited the attached Balance Sheet of Zensar Technologies
 Limited (the Company) as at 31st March 2009, and the related Profit
 and Loss Account and Cash Flow Statement for the year ended on that
 date annexed thereto, which we have signed under reference to this
 report. These financial statements are the responsibility of the
 Companys Management. Our responsibility is to express an opinion on
 these financial statements based on ouraudit.
 
 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 the Companies (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004,
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of The Companies Act, 1956 of India (the Act) and on
 the basis of such checks of the books and records of the Company as we
 considered appropriate and according to the information and
 explanations given to us, we give 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 maintained at the registered office
 of the Company at Pune, and which incorporate the accounting returns of
 its Indian and overseas branches that we have audited at the registered
 office and found adequate for the purpose of our audit;
 
 (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 Act;
 
 (e) On the basis of written representations received from of the
 directors, as on 31st March 2009 and taken on record by the Board of
 Directors, 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 Act;
 
 (f) In our opinion, and to the best of our information and according to
 the explanations given to us, the said financial statements, together
 with the notes thereon and attached thereto, give in the prescribed
 manner the information required by the Act 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 2009;
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and (IN) in the case of the Cash Flow
 Statement, of the cash flows for the year ended on that date.
 
 Annexure to Auditors Report
 
 [Referred to in paragraph 3 of the Auditors Report of even date to the
 members of Zensar Technologies Limited on the financial statements for
 the year ended 31stMarch 2009]
 
 1.  (A) The Company is maintaining proper records showing
 
 full particulars including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed to cover all the items over a
 period of two years, which in our opinion, is reasonable having regard
 to the size of the Company and the nature of its assets. Pursuant to
 the programme, a portion of the fixed assets has been physically
 verified by the Management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed. In our opinion, the frequency of verification is
 reasonable.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 2.  (a) The Company has granted unsecured loan to a
 
 company covered in the register maintained under Section 301 of the
 Act. The maximum amount involved during the year and the year-end
 balance of such loans aggregate to Rs. 967.74 Lacs and Rs.  967.74 Lacs
 respectively.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 of such loan are not prima facie prejudicial to the interest of the
 Company.
 
 (c) In respect of the aforesaid loan, the receipt of the principal
 amount and interest is regular, where applicable.
 
 (d) In respect of the aforesaid loan, there is no overdue amount more
 than Rupees One Lac.
 
 (e) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Act.
 
 3.  In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased are of special nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, there is an adequate
 internal control system commensurate with the size of the Company and
 the nature of its business for the purchase of fixed assets and for the
 sale of services. Further, on the basis of our examination of the books
 and records of the Company, and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 4.  (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 Act have been entered in the register
 required to be maintained underthatsection.  (b) In our opinion and
 according to the information and explanations given to us, the
 transactions made in pursuance of such contracts or arrangements and
 exceeding the value of Rupees Five Lacs in respect of any party during
 the year have been made at prices which are reasonable having regard to
 the prevailing market prices at the relevant time.
 
 5.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 6.  In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 7.  (a) According to the information and explanations given
 
 to us and the records of the Company examined by us, in our opinion,
 the Company is regular in depositing the undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees state insurance, income-tax, sales-tax, wealth tax, service
 tax, customs duty, excise duty, cess and other material statutory dues
 as applicable with the appropriate authorities.  (b) According to the
 records of the Company and the information and explanations given to
 us, there are no disputed dues in respect of wealth tax, service tax,
 customs duty, excise duty and cess, as applicable, other than sales tax
 and income tax demands aggregating Rs. 620.58 Lacs disputed at various
 forums as indicated in Note 4 of Schedule 14 to the Accounts.
 
 8.  The Company has no accumulated losses as at 31st March 2009 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 9.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 10.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 11.  The provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund/ societies are not applicable to the
 Company.
 
 12.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 13.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 14.  The Company has not obtained any term loans.
 
 15.  On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 16.  The Company has not made any preferential allotment of shares to
 parties and companies listed in the register maintained under Section
 301 oftheActduringtheyear.
 
 17.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the Management.
 
 18.  The clauses (ii), (viii), (xix) and (xx) of paragraph 4 of the
 Companies (Auditors Report) Order, 2003 as amended by the Companies
 (Auditors Report) (Amendment) Order, 2004, are not applicable in the
 case of the Company for the year, since in our opinion there is no
 matter which arises to be reported in the aforesaid Order.
 
                                            Jeetendra Mirchandani
                                                          Partner
                                           Membership no. F 48125
                                             For and on behalf of
 Place: Pune                                     Price Waterhouse
 Date: 21st April 2009                     Chartered Accountants