Auditor Report of Kaashyap Technologies Ltd.

Mar 31, 2011

1. We have audited the attached Balance Sheet of KAASHYAP TECHNOLOGIES LIMITED as at March 31, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 from material misstatement. An audit also 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. The Financial Statements of Overseas Branch were at United States of America in the name of Kaashyap Technologies ltd Inc audited by other auditor whose report has been furnished to us. Our opinion is based solely report of the other auditors.

4. As required by the Companies (Auditor's Report) Order, 2003 (CARO 2003) issued by the Company Law Board 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.

5. 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 and Profit & Loss Account referred to in this report are in agreement with the books of account.

d. In our opinion, the profit and loss account and the balance sheet comply with the Accounting Standards referred to in Subsection (3C) of section 211 of the Companies Act, 1956.

e. As per the information and explanations given to us, none of the directors of the company are disqualified from being appointed as a director under clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and according to the explanations given to us, the said Balance Sheet and the Profit & Loss Account 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 in conformity with the accounting principle generally accepted in India :

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011 and

b. in the case of the Profit and Loss Account of the Loss of the Company for the year ended on that date.

c. in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

For R. Ravindran & Associates

Chartered Accountants

Firm Registration No. 003222S

Sd/- R. Ravindran

Proprietor M. No. 023829

Date: May 30, 2011 Place: Chennai

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Mar 31, 2010

1. We have audited the attached Balance Sheet of KAASHYAP TECHNOLOGIES LIMITED as at 31st March 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 from material misstatement. An audit also 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 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 (CARO 2003) issued by the Company Law Board 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.

4. "Subject to non-compliance of Accounting Standard 11, The Effects of Changes in Foreign Exchange Rates" 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 and Profit & Loss Account referred to in this report are in agreement with the books of account.

d. In our opinion, the profit and loss account and the balance sheet comply with the Accounting Standards referred to in Subsection (3C) of section 211 of the Companies Act, 1956.

e. As per the information and explanations given to us, none of the directors of the company are disqualified from being appointed as a director under clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and according to the explanations given to us, the said Balance Sheet and the Profit & Loss Account 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 in conformity with the accounting principle 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 and

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

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 THE AUDITOR’S REPORT

With reference to the Annexure referred to in Auditors’ Report to the Members of Kaashyap Technologies Limited on the financial statements for the year ended 31.03. 2010, we report that:

1. Fixed Assets:

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

(b) According to the information and explanations given to us, the fixed assets were physically verified by the management in accordance with the programme of verification, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on physical verification were not material and have been properly dealt with in the books of accounts.

(C) None of the fixed assets have been revalued during the year.

(d) During the year, the company has not disposed of substantial part of the Fixed Assets hence the effect of going concern concept does not arise.

2. Inventory:

The company deals with Software development business. The Company does not carry inventory of finished good of software except Work-in-progress as on the balance sheet date.

Work-in-progress is valued at the cumulative cost of expenses incurred pertaining to the project

3. Loan to/from directors and interested parties

(a) The Company has not granted any secured or unsecured loans during the year to Companies listed in the Register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken any loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. Internal Control

In our opinion and according to the information and explanations given to us, the internal control procedures are adequate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5. Transaction covered by section 301

a) According to the information and explanations given to us, the transactions that need to be entered into the Register maintained under section 301 of the Companies Act, 1961 have been so entered.

b) In our opinion and according to the information and explanations given to us, the company has not made sales and service in pursuance of contracts or agreements entered in the registers maintained under section 301 of the Companies Act 1956 and aggregating during the period to Rs. 500000/- or more made in respect of each party, the prices for such services and sales are reasonable having regard to the nature of services rendered.

6. Deposit from Public

The Company has not accepted deposits from public under section 58A of the Companies Act, 1956 during the year.

7. Internal Audit

The company has an internal audit system with regard to the size and nature of the business.

8. Cost Accounting Records

The Provision of section 209(1)(d) of the Companies Act, 1956 regarding maintenance of cost records is not applicable to the company.

9. Statutory Dues

According to the information and explanations given to us, the company is not regular in depositing undisputed statutory dues with the appropriate authorities in respect of:

Arrears of outstanding for more than 6 months

Nature of payment Amount

payable ROC fees 87,46,000

TDS Payable 16,83,706

Income tax 1,34,00,000

Fringe Benefit tax 6,72,280

10. Cash Losses

The Company has incurred cash losses in such financial year.

The company has accumulated losses at the end of the financial year are less than 50% of Networth.

11. Repayment of dues

Due to pending of the dispute with Axis Bank as to the quantum and mode of settlement, we are unable to express an opinion whether the company has defaulted on the same.

12. Loans and Advances on the basis of securities

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

13. Applicability of provisions to Chit fund, Nidhi/mutual benefit fund/societies: 4 (xiii) The company is not a chit fund or a nidhi/mutual benefit fund/society hence the clause (xiii) of the Companies (Auditor’s Report) Order 2003 is not applicable to the company.

14. Trading in shares, securities debentures and other investments

According to the information and explanations given to us, The Company has not dealt in trading in shares and other investments during the year under review.

15. Guarantee given for others

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. Accordingly clause (xv) of the Order is not applicable.

16. End use of term loans

According to the information and explanations given to us, The Company has not obtained term loan during the year.

17. Preferential allotment of shares

The company has not made preferential allotment to any person referred in sec 301 of the companies act. The price at which the allotment is made is not prejudicial to the interest of the company.

18. Debentures

The company has not issued any debenture during the period covered by our audit. Accordingly clause 4(xix) of the order is not applicable.

19. End use of public issue proceeds

The company has not raised any funds on public issue hence there is no need for management disclosure.

20. Reporting of Frauds:

According to the information and explanation given to us, no significant fraud on or by the company, that causes a material misstatement to the financial statements, has been noticed or reported during the year.

For R. Ravindran & Associates

Chartered Accountants

Firm Registration No. 003222S

Sd/- R. Ravindran

Proprietor M.No. 023829

Date: September 3, 2010 Place: Chennai