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Auditor Report of Fourth Generation Information Systems Ltd.

Mar 31, 2014

We have audited the accompanying financial Statements of M/s FOURTH GENERATION INFORMATION SYSTEMS LTD which comprise the Balance Sheet as at 31st March 2014, The statement of Profit & Loss Account and the cash flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companies management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the company in accordance with the accounting standards referred to in Sub-section (3C) of section 211 of the companies Act, 1956. This responsibility includes the design, Implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors Responsibility

We have audited the attached Balance Sheet of M/s FOURTH GENERATION INFORMATION SYSTEMS LTD, Hyderabad as at 31st March 2014, the Profit & 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on 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 the management as well as evaluating the overall financial statement presentation.

We believe that our audit evidence, we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us the said accounts read with other notes to accounts and accounting policies 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 Balance Sheet of the state of the affairs of the Company as at 31st March 2014 and

ii) In the case of Profit & Loss Account of the Loss of the Company for the year ended on that date.

iii) In the Cash Flow statement of the Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order,2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by Section 227(3) of the Act, 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 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 it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a

ANNEXURE TO THE AUDITOR''S REPORT

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

(b) According to the information and explanations given to us, fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

2. As per books of accounts, there is no inventory existing in the company and hence sub clauses 2(a), 2(b) and 2(c) of this Order are not applicable.

3. According to the information and explanation given to us, the Company has not granted/taken any loan, secured or unsecured to/from Companies/firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Sub clauses 3(b), 3(c) and 3(d) of this Order are not applicable.

4. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of business for the purchase of inventory and fixed assets and for sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control.

5. As per information & explanations given and on the basis of records provided to us, there is no transaction that need to be entered in the register maintained under Section 301 of the Companies Act. In view of this clause, clause 5(b) of this Order is not applicable for the current year.

6. According to information and explanations given to us, the company has not accepted any deposits from the public for the period under

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Hence no records are required to be maintained.

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

16. The company has not taken any term loan during the year.

17. In our opinion and according to the explanations given to us and as per verification of records produced before us the company during the period under consideration has not raised any fund on short-term basis.

18. The company has made preferential allotment of shares to parties covered under section 301 of the Companies Act, 1956.

19. The company during the year has not issued any debentures.

20. The company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud has been noticed or reported during the period under consideration.

For M M REDDY & CO., Chartered Accountants Firm Reg. No: 010371S

M. Madhusudhana Reddy Place: Hyderabad Partner Date : May 30th, 2014 Membership No.213077


Mar 31, 2013

We have audited the attached Balance Sheet of M/s Fourth Generation Information Systems Limited, Hyderabad as at 31st March 2013, the Profit & 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on 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 the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor Report) Order 2003,issued by the Company Law Board in terms of section 227(4A) of the Companies Act 1956, we give in annexure a statement on the matters specified in the paragraph 4 & 5 of the said order.

2. 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 our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by the law have been kept by the company so far as appears from our examination of these accounts.

c) The company''s Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by the report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received and taken on record by Board of Directors, none of the directors is disqualified under 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 with other notes to accounts and accounting policies give the information required by the Companies Act 1956, in the manner so required and give a true and fair view subject to point numbers 2 and 5 mentioned in the notes to accounts:- i) In the case of Balance Sheet of the state of the affairs of the Company as at 31st March 2013 and

ii) In the case of Profit & Loss Account of the Loss of the Company for the year ended on that date.

iii) In the Cash Flow statement of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITOR''S REPORT

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

(b) According to the information and explanations given to us, fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

2. As per books of accounts, there is no inventory existing in the company and hence sub clauses 2(a), 2(b) and 2(c) of this Order are not applicable.

3. According to the information and explanation given to us, the Company has not granted/taken any loans, secured or unsecured to/from Companies/firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Sub clauses 3(b), 3(c) and 3(d) of this Order are not applicable.

4. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of business for the purchase of inventory and fixed assets and for sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control.

5. As per information & explanations given and on the basis of records provided to us, there is no transaction that needs to be entered in the register maintained under Section 301 of the Companies Act. In view of this clause, clause 5(b) of this Order is not applicable for the current year.

6. According to information and explanations given to us, the company has not accepted any deposits from the public for the period under consideration.

7. The Company has an adequate internal audit system commensurate with its size and nature of its business.

8. The Company is not required to maintain cost records u/s 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the information and explanations given to us and the records of the company examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us and the records of the company examined by us, excise duty and cess are not applicable to the company for the current year.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income-tax, sales-tax, wealth tax, service tax, customs duty which have not been deposited on account of any dispute.

10. The company has accumulated losses Rs.1,81,55,982/- at the end of the financial year and Rs. 3,77,085 /- incurred cash losses during the year.

11. In our opinion and on verification of records, the company has not defaulted in repayment of loan to bank. No loan has been taken from Financial Institutions and company has not issued any debenture.

12. In our opinion and according to information and explanations given to us and as per verification of records, the company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to explanations given to us, the clause relating to chit or nidhi or mutual benefit fund or society is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Hence no records are required to be maintained.

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

16. The company has not taken any term loan during the year.

17. In our opinion and according to the explanations given to us and as per verification of records produced before us the company during the period under consideration has not raised any fund on short-term basis.

18. The company has made preferential allotment of shares to parties covered under section 301 of the Companies Act, 1956.

19. The company during the year has not issued any debentures.

20. The company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud has been noticed or reported during the period under consideration.

For M M REDDY & CO.,

Chartered Accountants

Firm Registration No.010371S

Sd/-

M Madhusudhana Reddy

Partner

Membership No.213077

Place: Hyderabad

Date : May 29th 2013


Mar 31, 2012

We have audited the attached Balance Sheet of M/s Fourth Generation Information Systems Limited, Hyderabad as at 31st March 2012, the Profit & 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on 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 the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor Report) Order 2003,issued by the Company Law Board in terms of section 227(4A) of the Companies Act 1956, we give in annexure a statement on the matters specified in the paragraph 4 & 5 of the said order.

2. 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 our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by the law have been kept by the company so far as appears from our examination of these accounts.

c) The company's Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by the report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received and taken on record by Board of Directors, none of the directors is disqualified under 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 with other notes to accounts and accounting policies give the information required by the Companies Act 1956, in the manner so required and give a true and fair view subject to point numbers 2 and 5 mentioned in the notes to accounts:- i) In the case of Balance Sheet of the state of the affairs of the Company as at 31st March 2012 and

ii) In the case of Profit & Loss Account of the Loss of the Company for the year ended on that date.

iii) In the Cash Flow statement of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

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

(b) According to the information and explanations given to us, fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

2. As per books of accounts, there is no inventory existing in the company and hence sub clauses 2(a), 2(b) and 2(c) of this Order are not applicable.

3. According to the information and explanation given to us, the Company has not granted/taken any loan, secured or unsecured to/from Companies/firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Sub clauses 3(b), 3(c) and 3(d) of this Order are not applicable.

4. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of business for the purchase of inventory and fixed assets and for sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control.

5. As per information & explanations given and on the basis of records provided to us, there is no transaction that need to be entered in the register maintained under Section 301 of the Companies Act. In view of this clause, clause 5(b) of this Order is not applicable for the current year.

6. According to information and explanations given to us, the company has not accepted any deposits from the public for the period under consideration.

7. The Company has an adequate internal audit system commensurate with its size and nature of its business.

8. The Company is not required to maintain cost records u/s 209 (1) (d) of the Companies Act,1956.

9. (a) According to the information and explanations given to us and the records of the company examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us and the records of the company examined by us, excise duty and cess are not applicable to the company for the current year.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income-tax, sales-tax, wealth tax, service tax, customs duty which have not been deposited on account of any dispute.

10. The company has accumulated losses Rs. 129,807,766/- at the end of the financial year and Rs. 43,30,383 /- incurred cash losses during the year, and has accumulated losses of Rs. 12,52,47,963/- in the immediately preceeding and previous financial year and not incurred any cash losses in that immediately preceeding previous financial year.

11. In our opinion and on verification of records, the company has not defaulted in repayment of loan to bank. No loan has been taken from Financial Institutions and company has not issued any debenture.

12. In our opinion and according to information and explanations given to us and as per verification of records, the company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to explanations given to us, the clause relating to chit or nidhi or mutual benefit fund or society is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Hence no records are required to be maintained.

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

16. The company has not taken any term loan during the year.

17. In our opinion and according to the explanations given to us and as per verification of records produced before us the company during the period under consideration has not raised any fund on short-term basis.

18. The company has not made any preferential allotment of shares to parties covered under section 301 of the Companies Act, 1956.

19. The company during the year has not issued any debentures.

20. The company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud has been noticed or reported during the period under consideration.

For M M REDDY & CO.,

Chartered Accountants Firm Registration No.010371S

Sd/- M Madhusudhana Reddy

Partner Membership No.213077

Place: Hyderabad Date : August 14, 2012


Mar 31, 2010

We have audited the attached Balance Sheet of M/s Fourth Generation Information Systems Limited, Hyderabad as at 31st March 2010, the Profit & 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 companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on 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 the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor Report) Order 2003,issued by the Company Law Board in terms of section 227(4A) of the Companies Act 1956, we give in annexure a statement on the matters specified in the paragraph 4 & 5 of the said order.

2. 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 our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by the law have been kept by the company so far as appears from our examination of these accounts.

c) The companys Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by the report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received and taken on record by Board of Directors, none of the directors is disqualified under 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 with other notes to accounts and accounting policies give the information required by the Companies Act 1956, in the manner so required and give a true and fair view subject to point numbers 2 and 5 mentioned in the notes to accounts:-

i) In the case of Balance Sheet of the state of the affairs of the Company as at 31st March 2010 and

ii) In the case of Profit & Loss Account of the Loss of the Company for the year ended on that date.

iii) In the Cash Flow statement of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITOR’S REPORT

1. a) The company has not maintained proper records for showing particulars including quantitative details and situation of the fixed assets.

b) As certified by the management physical verification of the fixed assets was not undertaken during the year. Confirmations are not available for the advances given to the capital creditors. The position of the recovery is to be ascertained.

c) The company during the year has not disposed off substantial part of the fixed assets, affecting its going concern status.

2. As per books of accounts, there is no inventory existing in the company and hence sub clauses 2(a), 2(b) and 2(c) of this Order are not applicable.

3. (a) According to the information and explanation given to us, the Company has not granted/taken any loan, secured or unsecured to/from Companies/firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Sub clauses 3(b), 3(c) and 3(d) of this Order are not applicable.

4. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of business for the purchase of inventory and fixed assets and for sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control.

5. (a) As per information & explanations given and on the basis of records provided to us, there is no transaction that need to be entered in the register maintained under Section 301 of the Companies Act. In view of this clause, clause 5(b) of this Order is not applicable for the current year.

6. According to information and explanations given to us, the company has not accepted any deposits from the public for the period under consideration.

7. In our opinion the company does not have an internal audit system.

8. The Company is not required to maintain cost records u/s 209 (1) (d) of the Companies Act, 1956.

9. a) According to information and explanations given to us and as per records produced before us for verification, the company is regular in depositing statutory dues including P.F. E.S.I., Sales Tax, Income tax, Custom duty and any other statutory dues except old arrears of Rs. 5,046/- and 6,467/- being dues towards PF and ESI respectively and listing fee of Rs. 1,50,000/- for the years 2005-06, 2006-07, 2007-08, 2008-09 and 2009- 10 payable to the Stock Exchange, Mumbai. As per information and explanations given to us, no undisputed statutory dues except as mentioned in this clause are outstanding as at 31.03.10, for a period exceeding six months from the date they became payable.

b). As per information and explanations furnished to us and on verification of records produced, we opine that the company has no pending dispute in respect of sales tax / custom / wealth tax / excise / service tax except the order passed for the Assessment Year 2001-02 by Income Tax Officer, Hyderabad, later revised order passed by CIT (Appeals), Hyderabad. Now the Order was pronounced on 27-11-2009 by the Income Tax Appellate Tribunal, Hyderabad, Bench “B” in favour of the assessee, except to the extent of Rs. 1,98,258/- under sec. 43B regarding the provident fund was disallowed on which subsequently the concerned Deputy Commissioner of Income Tax has passed the assessment order on 29-03-2010 to the extent of Rs. 20,250/- as tax and the same was paid.

10. The company has not done any business operation during the year 2009-10 except giving training in software. Company has an accumulated loss of Rs. 1,72,18,283 as at 31st March 2010.

11. In our opinion and on verification of records, the company has not defaulted in repayment of loan to bank. No loan has been taken from Financial Institutions and company has not issued any debenture.

12. In our opinion and according to information and explanations given to us and as per verification of records, the company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to explanations given to us, the clause relating to chit or nidhi or mutual benefit fund or society is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Hence no records are required to be maintained.

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

16. The company has not taken any term loan during the year.

17. In our opinion and according to the explanations given to us and as per verification of records produced before us the company during the period under consideration has not raised any fund on short-term basis.

18. The company has not made any preferential allotment of shares to parties covered under section 301 of the Companies Act, 1956.

19. The company during the year has not issued any debentures.

20. The company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud has been noticed or reported during the period under consideration.

For G. Narasimha Rao & Associates Chartered Accountants

Sd/- Place: Hyderabad. G. Narasimha Rao

Date: September 1, 2010 Proprietor


Mar 31, 2009

We have audited the attached Balance Sheet of M/s Fourth Generation Information Systems Limited, Hyderabad as at 31st March 2009, the Profit & 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 companys management. Our responsibility is to express an opinion on these financial statements based on our audit,

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on 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 the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor Report) Order 2003,issued by the Company Law Board in terms of section 227(4A) of the Companies Act 1956, we give in annexure a statement on the matters specified in the paragraph 4 & 5 of the said order.

2. 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 our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by the law have been kept by the company so far as appears from our examination of these accounts.

c) The companys Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by the report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received and taken on record by Board of Directors, none of the directors is disqualified under 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 with other notes to accounts and accounting policies give the information required by the Companies Act 1956, in the manner so required and give a true and fair view subject to point numbers 2 and 5 mentioned in the notes to accounts:-

)} In the case of Balance Sheet of the state of the affairs of the Company as at 31st March 2009 and

li) In the case of Profit & Loss Account of the Loss of the Company for the year ended on that date.

iii) In the Cash Flow statement of the Cash Flow for the year ended on that date.

1. a) The company has not maintained proper records for showing particulars including quantitative details and situation of the fixed assets.

b) As certified by the management physical verification of the fixed assets was not undertaken during the year. Confirmations are not available for the advances given to the capital creditors. The position of the recovery is to be ascertained.

c) The company during the year has not disposed off substantial part of the fixed assets, affecting its going concern status.

2. As per books of accounts, there is no inventory existing in the company and hence sub clauses 2(a), 2(b) and 2(c) of this Order are not applicable.

3.(a) According to the information and explanation given to us, the Company has not granted/taken any loan, secured or unsecured to/from Companies/firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Sub clauses 3(b), 3(c) and 3(d) of this Order are not applicable.

4. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of business for the purchase of inventory and fixed assets and for sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control.

5. (a) As per information & explanations given and on the basis of records provided to us, there is no transaction that need to be entered in the register maintained under Section 301 of the Companies Act. In view of this clause, clause 5(b) of this Order is not applicable for the current year.

6. According to information and explanations given to us, the company has not accepted any deposits from the public for the period under consideration.

7. In our opinion the company does not have an internal audit system.

8. The Company is not required to maintain cost records u/s 209 (1) (d) of the Companies Act, 1956.

9. a) According to information and explanations given to us and as per records produced before us for verification, the company is regular in depositing statutory dues including P.F. E.S.I., Sales Tax, Income tax, Custom duty and any other statutory dues except old arrears of Rs. 5,046/- and 6,467/- being dues towards PF and ESI respectively and listing fee of Rs. 1,20,000/- for the years 2005-06, 2006-07,2007-08 and 2008-09 payable to the Stock Exchange, Mumbai. As per information and explanations given to us, no undisputed statutory dues except as mentioned in this clause are outstanding as at 31.03.09, for a period exceeding six months from the date they became payable.

b). As per information and explanations furnished to us and on verification of records produced, we opine that the company has no pending dispute in respect of sales tax / custom / wealth tax / excise / service tax except the order passed for the Assessment Year 2001-02 by Income Tax Officer, Hyderabad, later revised order passed by CIT (Appeals), Hyderabad and now it is pending at Income Tax Appellate Tribunal, Hyderabad. During the year, there was no proceedings took place.

Statute Dispute Amount (Rs) Forum Where Dispute is pending

Income Tax Denial of share capital amount 3,65,33,266/- IT Appellate Tribunal, and certain expenses Hyderabad.

10. The company has not done any business operation during the year 2008-09 except giving training in software. Company has an accumulated loss of Rs. 1,65,15,254 as at 31st March 2009.

11. In our opinion and on verification of records, the company has not defaulted in repayment of loan to bank. No loan has been taken from Financial Institutions and company has not issued any debenture.

12. In our opinion and according to information and explanations given to us and as per verification of records, the company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to explanations given to us, the clause relating to chit or nidhi or mutual benefit fund or society is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Hence no records are required to be maintained.

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

16. The company has not taken any term loan during the year.

17. In our opinion and according to the explanations given to us and as per verification of records produced before us the company during the period under consideration has not raised any fund on short-term basts.

18. The company has not made any preferential allotment of shares to parties covered under section 301 of the Companies Act, 1956.

19. The company during the year has not issued any debentures.

20. The company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud has been noticed or reported during the period under consideration.

For G. Narasimha Rao & Associates

Chartered Accountants

Place; Hyderabad. G. Narasimha Rao

Date: Septemberl, 2009 Proprietor