Auditor Report of Omni Ax's Software Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of M/s. Omni Ax''s Software Limited, (''the company''), which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and Cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). 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 misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by The Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statement.

4. An audit involves performing procedures, on a test basis, to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material mis-statement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements read together with the notes thereon, give the information required by the Act in the manner so required 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 the affairs of the Company as at March 31, 2014;

ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, ("the Act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

8. 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 purpose 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 those books;

c) the Balance Sheet, Statement of Profit & Loss Account, and Cash Flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet and Statement of Profit and Loss and Cash Flow statement comply with the relevant and applicable 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 31 March 2014, and taken on record by the Board of Directors, none

of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to the independent Auditor''s Report

(Referred to in paragraph 7 under "Report on other Legal and Regulatory Requirements" of the Independent auditor''s report to the members of M/s. Omni Ax''s Software Limited ("the Company") on the accounts for the year ended 31st March, 2014).

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

b. All the assets are physically verified by the management during the year and there is a regular programme of verification which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. None of the fixed assets have been disposed off during the year.

2. As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business. The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification stocks, as compared to book records.

3. The Company has not 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. The Company has not granted loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the order is not applicable.

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

5. The company has not any entered into any contracts or arrangements attracting the provisions of section 301 of the Companies Act, 1956. Accordingly, paragraph 4(v) of the order is not applicable.

6. The company has not accepted any deposit from the public and hence provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable. Accordingly, paragraph 4(vi) of the order is not applicable.

7. The Company does not have a formal internal Audit System; however, in our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business.

8. We are informed that the company has not been required by the Central Government to maintain cost records under section 209(1) (d) of the Companies Act, 1956. Accordingly, paragraph 4(viii) of the order is not applicable.

9. a. According to the information and explanations given to us and on the basis of

our examination of the records of the company, the company has been generally regular in depositing the undisputed statutory dues including Income tax, Service Tax and other applicable statutory dues with the appropriate authorities.

b. According to the information and explanations given to me, no undisputed amounts payable in respect of income tax, service tax and other applicable statutory dues as at 31st March 2014 were outstanding for a period of more than six months from the date they became payable.

10. The company has accumulated losses at the end of the financial year which are less than fifty percent of its net worth. The company has not incurred cash losses during the financial year though there was cash loss in the preceding financial year.

11. The company has not taken loan from Bank/Financial institution. Accordingly paragraph 4(xi) of the Order is not applicable.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly paragraph 4(xii) of the Order is not applicable.

13. The company is not a chit fund / nidhi/ mutual benefit fund/ society. Accordingly paragraph 4(xiii) of the Order is not applicable.

14. The company is not dealing or trading in shares, securities, debentures and other investments. The Investments in shares, securities, debentures and other forms of investments were held in the name of the company.

15. According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly paragraph 4(xv) of the Order is not applicable

16. The company has not taken any term loan during the year covered by this audit. Accordingly paragraph 4 (xvi) of the Order is not applicable.

17. According to the information and explanations given to me and on an overall examination of the balance sheet of the company, in my opinion that the company has not raised any funds on short-term basis for long term Investments. Accordingly paragraph 4 (xvii) of the order is not applicable. All assets have been funded by the shareholder''s funds.

18. The company has not made any preferential allotment of shares to any parties or companies during the financial year. Accordingly paragraph 4 (xviii) of the order is not applicable.

19. The company has not issued any debentures during the period covered by my audit. Accordingly paragraph 4 (xix) of the Order is not applicable.

20. The company has not raised any money by public issue during the financial year. Accordingly paragraph 4(xx) of the Order is not applicable.

21. According to the information and explanations given to me, we report that no material fraud on or by the company has been noticed or reported during the course of audit.

As per my report of even date For SIDHARTH MEHTA & CO.,

Chartered Accountants

SIDDHARRTH MEHTA

Proprietor Member ship No. 207043 Firm Reg. No. 008108S.

Date : 29.05.2014 Place : Chennai

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of M/s. Astro Bio Systems Ltd(''the company''), which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and Cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). 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 misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by The Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures, on a test basis, to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements read together with the notes thereon, give the information required by the Act in the manner so required 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 the affairs of the Company as at March 31, 2013;

ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

8. 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 purpose 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 those books;

c) the Balance Sheet, Statement of Profit & Loss Account, and Cash Flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet and Statement of Profit and Loss, and Cash Flow statement comply with the relevant and applicable 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 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to the independent Auditor''s Report

(Referred to in paragraph 7 under "Report on other Legal and Regulatory Requirements" of the Independent auditor''s report to the members of M/s. Omni Ax''s Software Limited ("the Company") on the accounts for the year ended 31st March, 2013).

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

b. All the assets are physically verified by the management during the year and there is a regular programme of verification which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. None of the fixed assets have been disposed off during the year.

2. As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business. The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification stocks, as compared to book records.

3. The Company has not 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. The Company has not granted loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the order is not applicable.

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

5. The company has not any entered into any contracts or arrangements attracting the provisions of section 301 of the Companies Act, 1956. Accordingly, paragraph 4(v) of the order is not applicable.

6. The company has not accepted any deposit from the public and hence provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable. Accordingly, paragraph 4(vi) of the order is not applicable.

7. The Company does not have a formal internal Audit System; however, in our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business.

8. We are informed that the company has not been required by the Central Government to maintain cost records under section 209(1) (d) of the Companies Act, 1956. Accordingly, paragraph 4(viii) of the order is not applicable.

9. a. According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has been generally regular in depositing the undisputed statutory dues including Income tax, Service Tax and other applicable statutory dues with the appropriate authorities.

b. According to the information and explanations given to me, no undisputed amounts payable in respect of income tax, service tax and other applicable statutory dues as at 31st March 2013 were outstanding for a period of more than six months from the date they became payable.

10. The company has accumulated losses at the end of the financial year which are less than fifty percent of its net worth. The company has incurred cash losses during the financial year and in the immediately preceding financial year.

11. The company has not taken loan from Bank/Financial institution. Accordingly paragraph 4(xi) of the Order is not applicable.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly paragraph 4(xii) of the Order is not applicable.

13. The company is not a chit fund / nidhi/ mutual benefit fund/ society. Accordingly paragraph 4(xiii) of the Order is not applicable.

14. The company is not dealing or trading in shares, securities, debentures and other investments. The Investments in shares, securities, debentures and other forms of investments were held in the name of the company.

15. According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly paragraph 4(xv) of the Order is not applicable

16. The company has not taken any term loan during the year covered by this audit. Accordingly paragraph 4 (xvi) of the Order is not applicable.

17. According to the information and explanations given to me and on an overall examination of the balance sheet of the company, in my opinion that the company has not raised any funds on short-term basis for long term Investments. Accordingly paragraph 4 (xvii) of the order is not applicable. All assets have been funded by the shareholder''s funds.

18. The company has not made any preferential allotment of shares to any parties or companies during the financial year. Accordingly paragraph 4 (xviii) of the order is not applicable.

19. The company has not issued any debentures during the period covered by my audit. Accordingly paragraph 4 (xix) of the Order is not applicable.

20. The company has not raised any money by public issue during the financial year. Accordingly paragraph 4(xx) of the Order is not applicable.

21. According to the information and explanations given to me, we report that no material fraud on or by the company has been noticed or reported during the course of audit.



As per my report of Even date

For Sidharth Mehta &Co

Chartered Accountant



Siddharrth Mehta

Proprietor

Member ship No. 207043



Firm Reg. No. 008108S.



Place: Chennai

Date: 12/08/2013

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Mar 31, 2012

I have audited the attached Balance Sheet of M/s. Omni Ax's Software Limited, ("the Company") as at 31st March 2012 and the Profit and Loss Account and Cash flow statement for the year ended on that date annexed thereto. 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 have conducted the audit in accordance with the auditing standards generally accepted in India. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

1. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act"), I enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Attention is invited to item number t of note 16 forming part of the financial statements regarding non confirmation of balances of loans and advances, sundry debtors and sundry creditors. Consequently the net current assets and Loans and Advances would change accordingly in the event of any differences in these accounts. The Company has written off Rs.4,76,000 towards Debtors in this year under Audit.

3. Further to my comments in the Annexure referred to above, I report that:

i) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purposes of my audit;

ii) In my opinion, proper books of account as required by law have been kept by the company so far as appears from my examination of those books;

iii) The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement with the books of accounts;

iv) In my opinion, the Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31 st March 2012 and taken on record by the Board of Directors, I report that none of the directors is disqualified as at 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

vi) In my opinion and to the best of my information and according to the explanations given to me, the said accounts 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 principles generally accepted in India :

a) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2012;

b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

c) In the case of the cash flow statement, of the cash flows for the year ended on that date. The Cash Flow Statement has been prepared by the company in accordance with the requirements of Clause 32 of the listing agreements entered into with the Stock Exchange.

ANNEXURE TO THE AUDITOR'S REPORT Annexure referred to in my report to the members of M/s.Omni Ax's Software Limited ("the Company") for the year ended 31st March 2012.

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

b. All the assets are physically verified by the management during the year and there is a regular programme of verification which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. None of the fixed assets have been disposed off during the year.

2. As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business. The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification stocks, as compared to book records.

3. The Company has not 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. The Company has not granted loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the order is not applicable.

4. In my opinion and according to the information and explanations given to me there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and for the sale of goods and services. During the course of my audit, I have not observed any continuing failure to correct major weaknesses in internal controls.

5. The company has not any entered into any contracts or arrangements attracting the provisions of section 301 of the Companies Act, 1956. Accordingly, paragraph 4(v) of the order is not applicable

6. The company has not accepted any deposit from the public and hence provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable. Accordingly, paragraph 4(vi) of the order is not applicable

7. The Company does not have a formal internal Audit System; however, in our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business.

8. I am informed that the company has not been required by the Central Government to maintain cost records under section 209(1) (d) of the Companies Act, 1956. Accordingly, paragraph 4(viii) of the order is not applicable

9. a. According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has been generally regular in depositing the undisputed statutory dues including Income tax, Service Tax and other applicable statutory dues with the appropriate authorities.

b. According to the information and explanations given to me, no undisputed amounts payable in respect of income tax, service tax and other applicable statutory dues as at 31st March 2012 were outstanding for a period of more than six months from the date they became payable.

10. The company has accumulated losses at the end of the financial year which are less than fifty percent of its net worth. The company has incurred cash losses during the financial year and in the immediately preceding financial year.

11. The company has not taken loan from Bank. Accordingly paragraph 4(xi) of the Order is not applicable.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly paragraph 4(xii) of the Order is not applicable.

13. The company is not a chit fund / nidhi/ mutual benefit fund/ society. Accordingly paragraph 4(xiii) of the Order is not applicable.

14. The company is not dealing or trading in shares, securities, debentures and other investments. The Investments in shares, securities, debentures and other forms of investments were held in the name of the company.

15. According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly paragraph 4(xv) of the Order is not applicable

16. The company has not taken any term loan during the year covered by this audit. Accordingly paragraph 4 (xvi) of the Order is not applicable.

17. According to the information and explanations given to me and on an overall examination of the balance sheet of the company, in my opinion that the company has not raised any funds on short-term basis for long term Investments. Accordingly paragraph 4 (xvii) of the order is not applicable. All assets have been funded by the shareholder's funds.

18. The company has not made any preferential allotment of shares to any parties or companies during the financial year. Accordingly paragraph 4 (xviii) of the order is not applicable.

19. The company has not issued any debentures during the period covered by my audit. Accordingly paragraph 4 (xix) of the Order is not applicable.

20. The company has not raised any money by public issue during the financial year. Accordingly paragraph 4(xx) of the Order is not applicable.

21. According to the information and explanations given to me, I report that no material fraud on or by the company has been noticed or reported during the course of audit.

As per my report of Even date

Place: Chennai For Sidharth Mehta & Co

Date: 03/09/2012 Chartered Accountant

(Siddharrth Mehta)

---

Mar 31, 2011

I have audited the attached Balance Sheet of M/s. Omni Ax's Software Limited, ("the Company") as at 31st March 2011 and the Profit and Loss Account and Cash flow statement for the year ended on that date annexed thereto. 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 generally accepted in India. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

1. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act"), I enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Attention is invited to item number 13 of schedule 16 forming part of the financial statements regarding non confirmation of balances of loans and advances, sundry debtors and sundry creditors. Consequently the net current assets and Loans and Advances would change accordingly in the event of any differences in these accounts. The Company has written off Rs.2,26,62,673 towards Land Advance and Rs.75,56,725 towards work in Progress, and Rs.8,74,379 towards Rental Advance in this year.

3. Further to my comments in the Annexure referred to above, I report that:

i) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purposes of my audit;

ii) In my opinion, proper books of account as required by law have been kept by the company so far as appears from my examination of those books;

iii) The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement with the books of accounts;

iv) In my opinion, the Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of 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 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; and

vi) In my opinion and to the best of my information and according to the explanations given to me, the said accounts 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 principles generally accepted in India :

a) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2011;

b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

c) In the case of the cash flow statement, of the cash flows for the year ended on that date. The Cash Flow Statement has been prepared by the company in accordance with the requirements of Clause 32 of the listing agreements entered into with the Stock Exchange.

ANNEXURE TO THE AUDITOR'S REPORT Annexure referred to in my report to the members of M/s.Omni Ax's Software Limited ("the Company") for the year ended 31st March 2011.

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

b. All the assets are physically verified by the management during the year and there is a regular programme of verification which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. None of the fixed assets have been disposed off during the year.

2. As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business. The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification stocks, as compared to book records.

3. The Company has not 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. The Company has not granted loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the order is not applicable.

4. In my opinion and according to the information and explanations given to me there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and for the sale of goods and services. During the course of my audit, I have not observed any continuing failure to correct major weaknesses in internal controls.

5. The company has not any entered into any contracts or arrangements attracting the provisions of section 301 of the Companies Act, 1956. Accordingly, paragraph 4(v) of the order is not applicable

6. The company has not accepted any deposit from the public and hence provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable. Accordingly, paragraph 4(vi) of the order is not applicable

7. The Company does not have a formal internal Audit System; however, in our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business.

8. I am informed that the company has not been required by the Central Government to maintain cost records under section 209(1) (d) of the Companies Act, 1956. Accordingly, paragraph 4(viii) of the order is not applicable

9. a. According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has been generally regular in depositing the undisputed statutory dues including Income tax, Service Tax and other applicable statutory dues with the appropriate authorities.

b. According to the information and explanations given to me, no undisputed amounts payable in respect of income tax, service tax and other applicable statutory dues as at 31st March 2011 were outstanding for a period of more than six months from the date they became payable.

10. The company has accumulated losses at the end of the financial year which are less than fifty percent of its net worth. The company has incurred cash losses during the financial year and in the immediately preceding financial year.

11. The company has not taken loan from Bank. Accordingly paragraph 4(xi) of the Order is not applicable.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly paragraph 4(xii) of the Order is not applicable.

13. The company is not a chit fund / nidhi/ mutual benefit fund/ society. Accordingly paragraph 4(xiii) of the Order is not applicable.

14. The company is not dealing or trading in shares, securities, debentures and other investments. The Investments in shares, securities, debentures and other forms of investments were held in the name of the company.

15. According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly paragraph 4(xv) of the Order is not applicable

16. The company has not taken any term loan during the year covered by this audit. Accordingly paragraph 4 (xvi) of the Order is not applicable.

17. According to the information and explanations given to me and on an overall examination of the balance sheet of the company, in my opinion that the company has not raised any funds on short-term basis for long term Investments. Accordingly paragraph 4 (xvii) of the order is not applicable. All assets have been funded by the shareholder's funds.

18. The company has not made any preferential allotment of shares to any parties or companies during the financial year. Accordingly paragraph 4 (xviii) of the order is not applicable.

19. The company has not issued any debentures during the period covered by my audit. Accordingly paragraph 4 (xix) of the Order is not applicable.

20. The company has not raised any money by public issue during the financial year. Accordingly paragraph 4(xx) of the Order is not applicable.

21. According to the information and explanations given to me, I report that no material fraud on or by the company has been noticed or reported during the course of audit.

Place: Chennai SIDDHARRTH MEHTA

Date : 05/09/2011. Chartered Accountant

Membership No.207043

---

Mar 31, 2010

I have audited the attached Balance Sheet of M/s. Omni Axs Software Limited, ("the Company") as at 31 st March 2010 and the Profit and Loss Account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys 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 generally accepted in India. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

1. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act"), I enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Attention is invited to item numbers (12 & 13) of schedule 16 forming part of the financial statements regarding non provisioning of diminution in value of investments and non confirmation of balances of loans and advances, sundry debtors and sundry creditors. Consequently the net current assets and the losses would change accordingly in the event of any differences in these accounts.

3. Further to my comments in the Annexure referred to above, I report that:

i) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purposes of my audit;

ii) In my opinion, proper books of account as required by law have been kept by the company so faras appears from my examination of those books;

iii) The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts;

iv) In my opinion, the Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, I report that none of the directors is disqualifiedasat31stMarch2010frombeingappointedasadirectorin terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

vi) In my opinion and to the best of my information and according to the explanations given to me, the said accounts 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 principles generally accepted in India:

a) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2010;

b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

c) In the case of the cash flow statement, of the cash flows for the year ended on that date. The Cash Flow Statement has been prepared by the company in accordance with the requirements of Clause 32 of the listing agreements entered into with the Stock Exchange.



ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in my report to the members of M/s.Omni Axs Software Limited ("the Company") for the year ended 31 st March 2010.

1. a The Company has maintained proper records showing full particular including quantitative details and situation of fixed assets.

b. All the assets are physically verified by the management during the year and there is a regular programme of verification which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. The company the normal course of the business had sold software assets for Rs.143 Lakhs and there is no substantial reduction in the fixed assets.

2. The company does not have any inventory. Accordingly, paragraph 4(ii) of the order is not applicable

3. The Company has not 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. The Company has not granted loans to companies, firms or other parties covered in the register maintained under Section 301 of the CompaniesAct, 1956. Accordingly, paragraph 4(iii)oftheordei is not applicable.

4. In my opinion and according to the information and explanations given to me there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and for the sale of goods and services. During the course of my audit, I have not observed any continuing failure to correct major weaknesses in internal controls.

5. The company has not any entered into any contracts or arrangements attracting the provisions of section 301 of the Companies Act, 1956. Accordingly, paragraph 4(v) of the order is not applicable

6. The company has not accepted any deposit from the public and hence provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable. Accordingly, paragraph

4 (vi)ofthe order is not applicable

7. In my opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. I am informed that the company has not been required by the CentralGovernment to maintain cost records under section 209(1) (d) of the Companies Act, 1956. Accordingly, paragraph 4(viii) of the order is not applicable

9. a. According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has been generally regular in depositing the undisputed statutory dues including Income tax, Service Tax and other applicable statutory dues with the appropriate authorities.

b. According to the information and explanations given to me, no undisputed amounts payable in respect of income tax, service tax and other applicable statutory dues as at 31st March 2010 were outstanding for a period of more than six months from the date they became payable.

10. The company has accumulated losses at the end of the financial year which are less than fifty percent of its net worth. The company has not incurred cash losses during the financial year and in the immediately preceding financial year.

11. The company has not taken loan from Bank. Accordingly paragraph 4(xi) of the Order is not applicable.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly paragraph 4(xii) of the Order is not applicable.

13. The company is not a chit fund / nidhi/ mutual benefit fund/ society. Accordingly paragraph 4(xiii) of the Order is not applicable.

14. The company is not dealing or trading in shares, securities, debentures and other investments. The Investments in shares, securities, debentures and other forms of investments were held in the name of the company.

15. According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly paragraph 4(xv) of the Order is not applicable

16. The company has not taken any term loan during the year covered by this audit. Accordingly paragraph 4 (xvi) of the Order is not applicable.

17. According to the information and explanations given to me and on an overall examination of the balance sheet of the company, in my opinion that the company as not raised any funds on short-term basis for long term Investments. Accordingly paragraph 4 (xvii) of the order is not applicable. All assets have been funded by the shareholders funds.

18. The company has not made any preferential allotment of shares to any parties or companies during the financial year. Accordingly paragraph 4 (xviii) of the order is not applicable.

19. The company has not issued any debentures during the period covered by my audit. Accordingly paragraph 4 (xix) of the Order is not applicable.

20. The company has not raised any money by public issue during the financial year. Accordingly paragraph 4(xx) of the Order is not applicable.

21. According to the information and explanations given to me, I report that no material fraud on or by the company has been noticed or reported during the course of audit.



Sd/

Place : Chennai C.N.SRINIVASAN

Date : 31/05/2010. Chartered Accountant

Membership No.200/18216