1.  We have audited the attached balance sheet of Zylog Systems Limited
 as at March 31, 2011, the profit and loss account and also the cash
 flow statement 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.
 
 2.  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 financial statements.  An audit includes assessing
 the accounting principles used and significant estimates made by the
 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 (Auditor''s Report) Order, 2003, as
 amended, by the Companies (Auditor''s Report) (Amendment) Order, 2004
 issued by the Central Government of India in terms of section 227 (4A)
 of the Companies Act, 1956, we enclose in the annexure, a statement on
 the matters specified in paragraph 4 & 5 of the said order.
 
 4.  Based on the written representations received from the directors as
 on 31.03.2011 and considered by the board, we report that none of the
 directors is disqualified from being appointed as a director as on
 31.03.2011, in terms of section 274 (1) (g) of the Companies Act, 1956.
 
 5.  Further to our comments in the annexure referred to in paragraph 4
 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 the
 audit;
 
 (b) In our opinion proper books of accounts as required by law have
 been kept by the Company so far as appears from our examination of
 those books; and proper returns adequate for the purpose of our audit
 have been received from the branch in United States. The branch
 auditor''s report has also been forwarded to us which was appropriately
 dealt with.
 
 (c) The balance sheet, profit and loss account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account and with the audited returns from the branch.
 
 (d) In our opinion, the balance sheet, profit and loss account and cash
 flow statement dealt with by this report comply with accounting
 standards referred to in sub section (3C) of section 211 of the
 Companies Act, 1956.
 
 (e) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give in the prescribed
 manner, the information as required by the Companies Act, 1956 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 the affairs of
 the Company as at March 31, 2011;
 
 (ii) in the case of the profit and loss account, of the profit of the
 Company 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.
 
 1.  The provisions of Clauses of Paragraph 4 of the Companies (Auditor
 s Report) Order, 2003 as amended listed below are not applicable to the
 Company for the year.
 
 a) Clause 4 (viii) regarding maintenance of cost records under Section
 209(l)(d) of the Companies Act, 1956 is not applicable since no Cost
 records have been prescribed.
 
 b) Clause 4 (xiii) regarding special statute applicable to Chit Funds
 and Nidhis / Mutual Benefit Fund and Societies since the Company does
 not carry on such businesses.
 
 2.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets. The fixed
 assets of the Company have been physically verified by the management
 according to a phased program 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 such verification.
 
 3.  No fixed assets have been disposed off during the year under review
 which would give rise to the question of whether the status of the
 Company has been impaired as a going concern.
 
 4.  The Company is primarily a service company rendering information
 technology services. Accordingly it does not hold any inventory as at
 March 31,2011 and hence the provisions of clause 4 (ii) of the
 Companies (Auditors'' Report) Order, 2003 are not applicable to the
 Company. The company is also in the business of executing e-governance
 projects with State Governments and as part of the project purchases
 pre-enabled smart cards and issues them to the State Government
 agencies for processing. As the cards are issued on purchase, they are
 treated as consumed and hence no inventory records are maintained nor
 valued as inventory.
 
 5.  The Company has not given any loans, secured or unsecured, to any
 company, firm or other parties fisted in the Register maintained under
 section 301 of the Act except to its wholly owned subsidiaries.
 Accordingly, clauses (iii) (b), (iii) (c) and (iii) (d) of paragraph 4
 of the Order are not applicable for the year.
 
 6.  The Company has not taken any loans, secured or unsecured, from any
 company, firm or other parties listed in the Register maintained under
 section 301 of the Act. Accordingly, clauses (iii) (e), (iii) (f) and
 (iii) (g) of paragraph 4 of the Order are not applicable for the year.
 
 7.  In our opinion and according to the information and explanation
 given to us, there are no contracts or arrangements the particulars of
 which need to be entered into the register maintained in pursuance of
 section 301 of the Companies Act. Accordingly, the requirements
 prescribed by paragraph 4 (v) of the Order are not applicable.
 
 8.  There is an adequate internal control system 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 services. There is no
 continuing failure to correct major weaknesses in internal control
 system.
 
 9.  The company has not accepted any deposits from the public and hence
 the requirements prescribed by paragraph 4 (vi) of the Order are not
 applicable.
 
 10.  In our opinion and according to explanations given to us, the
 Company has an internal audit system commensurate with the size and
 nature of its business.
 
 11.  (a) According to the information and explanations furnished to us,
 the Company is regular in depositing with appropriate authorities
 undisputed statutory dues including Provident Fund, ESI, Income Tax,
 Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and
 other material statutory dues applicable to it although there have been
 slight delays in a few cases.  There are no dues to be paid into the
 Investor Education Protection Fund. There were no arrears as at 31st
 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, the
 following are the dues unpaid in respect of Income Tax, Sales Tax and
 on account of disputes.
 
 Statute    Nature of the  Amt in lakhs  Period to which  Forum where the
               Dues           of rupees  amount relates   dispute is
                                                          pending
 
 Income 
 Tax        Disallowance of
            expenses           110.00     AY 2001-02      Appellate
                                                          Tribunal
 
 Income Tax Disallowance of 
            expenses             9.10     AY 2002-03      Appellate 
                                                          Tribunal
 
 Income Tax Disallowance of
            expenses           208.00     AY 2003-04      Appellate 
                                                          Tribunal
 
 Income Tax Disallowance of
            expenses           998.00     AY 2008-09      CIT (Appeals)
 
 TN General Sales tax demand    19.30        2004-05      Commercial
                                                          Taxes
 Sales Tax 
 Act.                                                     Department
 
 12.  The Company has no accumulated losses as at March 31, 2011. The
 Company has not incurred cash losses during the financial year covered
 by our audit or in the immediately preceding financial year.
 
 13.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 banks. There are no borrowings from financial institutions.
 
 14.  The requirements prescribed under Clause 4 (xii) regarding loans
 granted against pledge of shares and securities etc. are not applicable
 since the Company has not granted such loans.
 
 15.  The requirements prescribed under Clause 4 (xiv) regarding dealing
 or trading in shares, securities, debentures or other investments etc.
 are not applicable since the Company does not deal or trade in them.
 
 16.  The company has given guarantees for loans taken on behalf of its
 subsidiaries to banks. In our opinion, the terms and conditions are not
 prejudicial to the interest of the company.
 
 17.  In our opinion and according to the information and explanations
 given to us, the term loans raised have been used for the purpose for
 which the loans were obtained.
 
 18.  According to the information and explanation given to us and on an
 overall examination of the balance sheet of the Company, we report that
 no funds raised on short term basis have been used for long term
 investment by company
 
 19.  According to the information and explanation given to us, the
 Company has not made any preferential allotment of shares to the
 parties and companies covered in the register maintained u/s 301 of the
 Companies Act 1956.
 
 20.  The requirements prescribed under Clause 4 (xix) regarding
 creation of securities in respect of debentures are not applicable
 since no issue of debentures has been made.
 
 21.  The Company has not raised any money by public issue during the
 year.
 
 22.  According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the year
 under audit.
 
                                               For Brahmayya & Co 
                                            Chartered Accountants
 
                                             Firm Regn.No.000511S
 Chennai
 27th May 2011                                          P S Kumar
 
                                                          Partner
 
                                             Membership No. 15590