Auditor Report of Gamma Infoway Exalt Ltd.

Mar 31, 2011

I have audited the attached Balance Sheet of M/S GAMMA INFOWAYS EXUALT LIMITED as on 31st March, 2011 and also the Profit and Loss Account for the period ended on that date. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the auditing standards accepted in India . Those standards require that I plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examination on a test basis, evidence supporting the amount and disclosures in the financial statements. My audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. I believe that the audit provides a reasonable basis for my opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, I have enclosed in the annexure a statement on the matters specified in the said order.

Further to my comments 4n the annexure referred to above, I report that: -

a. I have obtained all the information and explanations, which is to the best of my Knowledge and belief were necessary for the purpose of audit.

b. In my opinion, proper books of Accounts as required by law have been kept by the Company so far as appears from my examination of those books.

c. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with books of accounts.

d. In my opinion , the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

e. On the basis of the written representations received from the directors as on 31st March, 2011, and taken on record by the Board of Directors, I report that none of the directors is disqualified as on 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 my opinion and to the best of my information and according to the explanation given to me, the said accounts give 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 case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and

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

Annexure referred to in paragraph 3 of the Audit Report of even date of the Auditor of M/S GAMMA

INFOWAYS EXUALT LIMITED on the Accounts for the year ended 31st March. 2011 .

(i) a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) These fixed assets have been physically verified by the management at reasonable intervals, whether any material discrepancies were noticed on such verification and if so, the same have been properly dealt with in the books of accounts.

c) The company has not disposed off any of the fixed assets during the year and the financial effects thereof have been taken into consideration while preparing the accounts.

(ii) a) Physical verification of inventory has been conducted at reasonable intervals by the management.

b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) a) The company has not taken any unsecured loans ( previous year: Rs. Nil).

b) The rate of interest and other terms and conditions of loans given or taken by the company, secured or unsecured are not prima facie prejudicial to the interests of the company.

c) The payment of principal amount' and interest are regular.

d) The company has taken reasonable steps for the payment of outstanding unsecured loans.

(iv) There is an adequate internal procedure commensurate with the size of the company and nature of its business, for purchase of inventory and fixed assets and for sale of goods. The company has taken reasonable steps to correct the weakness in internal control.

(v) The company has not entered into any transactions that needs to be entered into a register pursuance of section 301 of the Act.

(vi) Since the company is a private limited company, it has not accepted deposits from the public.

(vii) Since the company is not a listed one and also not having paid-up capital and reserves exceeding Rs. 50 lacs as at the commencement of the financial year or having annual turnover exceeding five crores for a period of three consecutive years immediately preceding the financial year concerned, the company is not required to have an internal audit system considering the size of the company and the nature of business of the company.

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a The company is observed to be regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs duty, Excise duty, cess.

(b) No amount that has remained unpaid on account of Sales Tax/ Income Tax/ Wealth Tax/ Excise duty/ Cess due to any dispute with the authorities concerned.

(x) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xi) The company has not granted any loans or advances on the basis of any security by way of pledge of shares, debentures and other securities.

(xii) Since the company is not carrying on the business of chit fund, the provisions of the special statute are not applicable to the company.

(xiii) The company is not dealing or trading in shares and that the securities owned by the company are held by the ( company in its own name.

(xiv) The company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) Term loans were applied for the purpose for which the loans were obtained.

(xvi) The company has not used funds raised on short-term basis for long term investments and vice versa.

(xvii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 309 of the Act.

(xviii) Since the company is a private one, no debentures are issued by the company and/hence no securities have been created in respect thereof.

(xix) Since the company is a private one, there was no public issue during the year under audit.

(xx) No fraud on or by the company has been noticed or reported during the year.

Date: 09h July, 2011

Place: Pune

SANJAY GONDALIA AND ASSOCIATES

Chartered Accountants

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of GAMMA INFOWAYS EXALT (Million) as 31st March 2010 and also the Profit and Loss Account of the Company for the year ended 31st March 2010. These financial statements are the responsibility of the Companys 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 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), issued by the Central Government of India in terms of sub-section (4A) of Section 227 o." the Companies Act. 1956. 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 hereto a statement on (he matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 1 above, we state 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.

c) The Balance Sheet referred to in this report is in agreement with the books of account.

d) In our opinion, the Profit & Loss Account and Balance Sheet comply with the mandatory accounting standards referred to in sub-section 3 (e) of section 21 1 of the Companies. Act. 1956. so far as appears from our examination of such books.

e) Since the management has not physically verified any of its fixed assets during the year it is not possible to comment on any impairment loss if any in accordance with Accounting Standard (AS) -28 - issued by the Institute of Chartered Accountants of India.

f) Though the directors of the company have given declaration under clause (g) of sub-section (l) of Section 274 of the Companies Act, 1956, we report that no inspection has been offered to us to satisfy the authenticity thereof.

g) Certain advances and sundry debtors aggregating to Rs. 166.52 Lacs and Rs. 42.31 Lars respectively, which have been classified by the management as considered good are. in our opinion, doubtful of recovery and required to be provided for (Refer note 3 of Schedule 15). The Company has not made any provision against these amounts, as in the managements view, these amounts would be recovered/ realized in due course of time and that no provision is required at this stage. Hence we are unable to express an opinion as to when and towhnt extent the above amounts would be recovered/ realized.

h) Certain balances in the accounts of debtors, deposits, loans and advances and creditors are subject to confirmation and reconciliations, if any i) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to our comments in paragraph 4(f) above and read together with other notes thereon in Schedule 15, give the information required by the Companies Act, 1956 in the manner so required, except for non-disclosure of details of dues to small scale industrial undertakings, for the reason mentioned in note 4 of Schedule 15 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 2010.

ii. In the case of the profit and loss account, of the Loss of the Company for the year ended on that date; and

iii. in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 3 of our report of even date to the members of GAMMA INF )WAYS EXALT LIMITED, on the accounts for the year ended 31st March, 2010.

1. In respect of fixed assets:

a) The Company is maintaining proper records showing full particulars, including quantitativedetails and situation of fixed assets.

b) The management has not physically verified any of its fixed assets during the year. Discrepancies, if any, in the hooks of account as compared to physical existence of fixed assets will he adjusted in the year in which fixed assets record are updated and physical verification conducted.

c) There was no substantial disposal of fixed assets during the year.

2. The Company has no inventories and therefore, the provisions of clause 4(ii)(a), 4(ii)(b) and 4(ii)(c) of the Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the Company.

3. The company has not granted any loans to firms, Companies and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The Company is in lite process of updating the register of contracts or arrangements with the parties referred to in Section 30 1 of the Companies Act, 1956. We have been explained that the rate of interest and other terms as well as the transactions made in pursuance of such contracts or arrangements are not prima facie prejudicial to the interest of the Company. We are unable to comment on the pricing of the same since the same is directly linked to the technical, professional skill and expertise of the said parties.

4. 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 with regard to purchases of inventory, fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal controls.

5 The company has not accepted any deposit from the public during the year.

6.. The company does not has an internal audit system.

7. The Central Government has not prescribed maintenance of Cost Records under section 209( 1) of the Companies Act, 1956, hence we have not comments to make.

8. The provisions of Employees State Insurance Act, 1948 and the Employees Provident Funds and Miscellaneous Provisions Act, 1952 are not applicable to the Company for, the year under audit.

9. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax. sales tax, customs duty and excise duty were outstanding, as at 3 lst March. 2010 for a period of more than six months from the date they became payable

10. The Company hasaccumulated losses at the end of the financial year and has incurred cash losses in the current financial year and in the immediate preceding financial year.

11. Based or. our audit piocede and on the basis of the information and explanations given by the management, we are of the opin on that the Company has not defaulted in the repayment of dues to financial institutions or banks or debenture holders.

12. Based on our examination of documents records and information given by the company. the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. 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.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures of other investments.

15. The company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

18. During the year, the Company has not made any preferential allotment of shares to parlies and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the period covered by our audit report, the company has not raised any money by Public issues.

20. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

21. Acarding to the examination of the books of account and vouchers and the explanations given to us on our inquires, no personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practices.

22. The Company isnot a sick Industrial Company within the meaning of section 3(1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

For Snehal & Asseciates

Chartered Accountants



Anchal R. Shah

(Propretor)

Place: Mumbai

Dated: 06th August, 2010

Firm Registration No. :- 110314W