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.

As required by the Manufacturing and Other Companies (Auditor's Report) Order, 2003 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 paragraphs 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we report that;

1. 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;

2. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from the examination of those books;

3. The Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of account;

4. In our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3-C) of section 211 of the Companies Act, 1956;

5. On the basis of representation from directors taken on record by the Board of Directors and as per information and explanation given to us, none of the Directors of the Company are prima-facie disqualified under section 274 (1) (g) of the Companies Act, 1956 from being appointed as a Director of the Company as on 31stMarch, 2012.

6. 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 at 31st March, 2012,

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

ANNEXURE TO AUDITORS' REPORT ON THE ACCOUNTS OF ABACUS COMPUTERS LIMITED FOR THE YEAR ENDED 3151 MARCH, 2012.

1. There are no fixed assets with the Company. The Company has maintained proper records showing full particulars of fixed Assets.

2 There is no stock of finished goods, stores, spare parts and raw materials of the Company.

3. The Company has not taken any loans from companies, firms or other parties listed in the registers maintained under section 301 of the Companies Act, 1956. Accordingly, Clause (f) and (g) are not applicable.

4. The Company has not granted any ioans to companies, firms or other parties listed in the registers maintained under section 301 of the Companies Act, 1956 Accordingly, Clause (b), (c), and (d) are not applicable.

5. 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.

6. Based on the information and explanations provided, no internal audit has been- conducted during the current financial year and in my opinion, there has not been an adequate internal audit system commensurate with its size and nature of its business.

7. The Centra! Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for this type of Company.

8. As o'er the records of the company and according to the information and explanations given to-us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues, to the extent applicable to it.

9. As per information and explanations given to us during the year, the company has not given any guarantee for loans taken by others from bank or financial institutions.

10. According to the information and explanations given to us and overall examination of the records of the company, though determination of direct relationship between investment and source of fund is not possible. Besides during the year under review no fresh funds were raised by the company.

11. As per information and explanations given to us the company has not made any allotment of shares during the year under review,

12. As per information and explanations given by the management, no frauds on or by the company has been noticed or reported.

                                         For J H Ghumara & Co.,

                                        Chartered Accountants

Date: 19th June, 2012                   [Jagdish H. Ghumara]

                                             Proprietor