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Auditor Report of Ranklin Solutions Ltd.

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Ranklin Solutions Limited, Hyderabad as at 31st March, 2011 and the annexed Profit & Loss Account for the year ended on that date and report that 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 have conducted 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 from 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 signifcant 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 (Auditor's Report) Order, 2003, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, We annex a Statement on the matters specifed in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in paragraph 1 above:

(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 accounts, as required by law, have been kept by the company so far as it appears from our examination of those books;

(c) the said Balance Sheet and Profit and Loss Account are in agreement with the books of accounts;

(d) in our opinion the Balance Sheet and the Profit and Loss Account subject to Note No. 8 of Schedule 12 comply with the Accounting Standards referred to in Sub-section 3(C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representation received from the directors and taken on record by the board of directors, we report that none of the directors is disqualified as at 31st March, 2011 from being appointed as a director in terms of 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 according to the explanations given to us, the said accounts, read together 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:

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as on 31st March, 2011; and

(ii) in the case of Profit and Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in Paragraph (3) of our Report of even date to the members of

Ranklin Solutions Limited)

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

(b) Physical verification of major assets was conducted by the management during the year, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No. material discrepancies were noticed on such verification as compared with book records.

(c) During the year the company has not disposed off any substantial part of its fixes assets.

(2) In our opinion and according to the information and explanations made available to us the Company is not maintaining any inventories and accordingly clause 2(a), (b) and (c) of the Order are not applicable in respect of verification of inventories etc.

(3) The company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956

Since the Company has not granted or taken any loans from parties listed in the register maintained u/s 301 clauses 3(b) 3(c) and 3(d) are not applicable.

(4) In our opinion and according to the information and explanations given to us, during the course of our audit, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of goods and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal controls.

(5) To the best of our knowledge and belief and according to the information and explanation given to us, we are of the opinion that there were no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 Consequently requirement of clauses (5A) and (5B) of paragraph 4 of the order are not applicable.

(6) The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from public during the current financial year.

(7) The Company yet to introduce the internal audit system commensurate with the size and nature of business.

(8) According to the information given to us the Central Government has not prescribed maintenance of cost records u/s 209 (1)(d) of the Companies Act in respect of the business of the company.

(9) (a) The company is not regular in depositing undisputed statutory dues with

appropriate authorities including provident fund, Employees State insurance, Income Tax , Sales tax, Wealth Tax, Service tax, Custom duty, Excise duty, cess and other material dues applicable to the Company.

(b) There are undisputed statutory dues outstanding as on 31st March 2011 for a period of more than six months from the date they become payable.

S. No. Particulars Amount (Rs.)

1 Income tax relating to Previous Year 3,22,77,196/-

2 Service Tax Payable 20,92,082/-

3 TDS relating to Previous years 1,94,957/-

10. The Company does not have its accumulated losses as on 31st March, 2011 exceeding 50% of its networth. The Company has not incurred cash losses in the current and immediately preceding financial year.

11. In our opinion and according to the information and explanations made available to us, the Company has not defaulted in repayment of dues to Financial Institution or Bank. The Company has not raised any funds from Debenture Holders as at the balance sheet date.

12. In our opinion the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi/mutual benefit fund/ society and therefore the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by other from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, No term loans were raised by the Company during the year.

17. In our opinion and according to the information and explanations given to us, the Company has not raised on short term basis were not utilised for long term investment purpose and vice versa

18. According to information and explanations given to us, 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 during the year.

19. In our opinion and according to information and explanations given to us, the Company has not issued any secured debentures during the period covered by the report. Accordingly, Clause 19 of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

20. During the period covered by our audit report, the Company has not raised any money by public issues.

21. 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 has been noticed or reported during the course of our audit for the year ended on 31st March, 2011.



Place : Hyderabad For P.S. NAGARAJU & CO.,

Date : 03.09.2011 Chartered Accountants,

Sd/-

CA P. S. NAGARAJU

Partner

(Membership No: 210268)

(Firm Registration No: 011447S)


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Ranklin Solutions Limited, Hyderabad as at 31st March, 2010 and the annexed Proft & Loss Account for the year ended on that date and report that These fnancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

2. We have conducted 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 fnancial statements are free from misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall fnancial 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, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, We annex a Statement on the matters specifed in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in paragraph 1 above:

(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 accounts, as required by law, have been kept by the company so far as it appears from our examination of those books;

(c) the said Balance Sheet and Proft and Loss Account are in agreement with the books of accounts;

(d) in our opinion the Balance Sheet and the Proft and Loss Account subject to Note No. 8 of Schedule 12 comply with the Accounting Standards referred to in Sub-section 3(C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representation received from the directors and taken on record by the board of directors, we report that none of the directors is disqualifed as at 31st March, 2010 from being appointed as a director in terms of 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 according to the explanations given to us, the said accounts, read together 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:

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as on 31st March, 2010; and

(ii) in the case of Proft and Loss Account, of the Proft of the Company for the year ended on that date.

(iii) In the case of Cash statement of the Cash fow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph (3) of our Report of even date to the members of Ranklin Solutions Limited)

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

(b) During the year the management has carried out physical verifcation of fxed assets. No material discrepancies were noticed on such verifcation.

(c) The company has not effected any substantial sale of assets during the year.

(2) In our opinion and according to the information and explanations made available to us the Company is not maintaining any inventories and accordingly clause 2(a), (b) and (c) of the Order are not applicable in respect of verifcation of inventories etc.

(3) (a) In our opinion and according to the information and explanations given to us,

the company has not granted unsecured lonas to parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the company has not taken any loans, secured or unsecured, from companies, frms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. As Company has not taken any loans from parties listed in the register maintained u/s 301 of the Companies Act, 1956, paragraph 3(b), (c) and (d) of the Order are not applicable in respect of loans taken.

(c) As no loans were granted/accepted during the fnancial Clause 3(c) & (d) of the Order is not applicable to the company for the year.

(4) In our opinion and according to the information and explanations given to us, during the course of our audit, there are adequate internal control procedures commensu- rate with the size of the company and the nature of its business, for the purchase of goods and fxed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal controls.

(5) In our opinion and according to the information and explanations given to us in respect of transactions to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 :

(a) The transactions that need to be entered into the register have been so entered.

(b) The transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted form public.

(7) The Company yet to introduce the internal audit system commensurate with the size and nature of business.

(8) The Central Government has not prescribed maintenance of Cost records under Sec- tion 209(1)(d) of the Companies Act, 1956 for any of the products of the Company, as its being a software Company.

(9) (a) The company is not regular in depositing undisputed statutory dues with appro-

priate authorities including provident fund, Employees State insurance, Income Tax , Sales tax, Wealth Tax, Service tax, Custom duty, Excise duty, cess and other material dues applicable to the Company.

(b) There are undisputed statutory dues outstanding as on 31st March 2010 for a period of more than six months from the date they become payable.

Particulars Amount (Rs.) Due date for the Status as on payment 29.05.2010

Income tax-F.Y. 87,00,000 30th September 2009 Not paid 2008-2009

Fringe Beneft Tax- 38,982 30th September 2009 Not paid F.Y. 2008-2009

Dividend Distribution 4,28,274 14th October 2009 Not paid tax-F.Y.2008-09



10. The Company does not have its accumulated losses as on 31st March, 2010 exceeding 50% of its networth. The Company has not incurred cash losses in the current and immediately preceding fnancial year.

11. In our opinion and according to the information and explanations made available to us, the Company has not defaulted in repayment of dues to Financial Institution or Bank. The Company has not raised any funds from Debenture Holders.

12. In our opinion the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi/mututal beneft fund/ society and therefore the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly provisions of clasue 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by other from banks or fnancial institutions.

16. In our opinion and according to the information and explanations given to us, no terms loans were raised by the Company during the year.

17. In our opinion and according to the information and explanations given to us, the company has not raised any short term loans and hence clause 17 of the Order is not applicable to the Company.

18. According to information and explanations given to us, 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 during the year.

19. In our opinion and according to information and explanations given to us, the Company has not issued any secured debentures during the period covered by the report. Accordingly, Clause 19 of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

20. During the period covered by our audit report, the Company has not raised any money by public issues.

21. 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 has been noticed or reported during the course of our audit for the year ended on 31st March, 2010.



For P.S. NAGARAJU & CO., Chartered Accountants,

Sd/- CA P. S. NAGARAJU Place : Hyderabad Partner Date : 29-05-2010 (Membership No: 210268) (Firm Registration No: 011447S)