Annexure to the auditors’ report

(i)

(a)

The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b)

The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c)

Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii)

The Company is a service Company, primarily rendering business process management services. Accordingly it does not hold any physical inventories. Thus, paragraph 4 (w) of the Order is not applicable.

(iii)

(a)

The Company has granted loans to two body corporates covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding (in aggregate) during the year was 11,12,46,614 and the year-end balance of such loans was Nil.

(b)

In our opinion, the rate of interest and other terms and conditions on which loans have been granted to the body corporates listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c)

In the case of loans granted to the body corporates listed in the register maintained under Section 301, the borrowers have been regular in repaying the interest as stipulated. The terms of repayment of the arrangement do not stipulate any repayment schedule and are repayable on demand. The amounts have been repaid on demand.

(d)

There are no overdue amounts (either interest or principal) of rupees one lakh or more in respect of loans granted to body corporates listed in the register maintained under Section 301 of the Companies Act, 1956.

(e)

The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4 (iii)(e) to 4 (iii)(g) of the Order are not applicable.

(iv)

In our opinion and according to the information and explanations given to us, 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 fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. 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 (v) (a) above and exceeding the value of 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.

(vi)

The Company has not accepted any deposits from the public.

(vii)

In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

(viii)

The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the services rendered by the Company.

(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 Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service tax and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund, Wealth tax, Customs duty and Excise duty.

There were no dues on account of cess under Section 441A of the Companies Act, 1956, since the aforesaid section has not yet been made effective by the Central Government.

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, Service tax 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 of Sales-Tax, Service Tax 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 have not been deposited by the Company on account of dispute.

(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)

The Company did not have any outstanding dues to any financial institutions, banks or debenture holders 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 / 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)

The Company did not have any term loans outstanding during the year.

(xvii)

The Company has not raised any funds on short-term basis. Accordingly, paragraph 4(xvii) of the Order is not applicable.

(xviii)

The Company has not made any preferential allotment of shares to parties and 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)

The Company has not raised any money by public issues during the year.

(xxi)

According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.