Auditor Report of Softech Infinium Solutions Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of SOFTECH INFINIUM SOLUTIONS LIMITED ("the company") which comprise the Balance sheet as at 31st March,2014, the Statement of Profit and Loss and the cash Flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The company's 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 section 211(3C) of the company Act, 1956 ("the Act"), and in accordance with the accounting principles generally accepted in India. 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.

Auditors' Responsibility

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. An audit involved performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors' 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, but not for the purpose of expressing an opinion the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations give to us, the aforesaid financial statements give the information requires 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.

a) In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2014;

b) In the case of the statement of profit and Loss, of the profit of the company for the year ended on that date; and

c) In the case of the cash Flow statement, of the cash flows of the company for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. 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 5of the Order.

2. 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 notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the Directors, taken on record by the Board of Directors, none of the directors is disqualified as at March 31, 2014 from being appointed as a director in terms of Section 274(1 )(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOFTECHINFINIUM SOLUTIONS LIMITED.

(Referred to in paragraph 1 under 'Report on other legal and regulatory requirements' section of our report of even date).

(i) In respect of its fixed assets.

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

(b) The fixed assets were physically verified during year by the Management in accordance with a programme of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals, According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) Substantial part of fixed assets has not been disposed off during the year under review affecting the 'Going Concern' status of the company.

(ii) In respect if its inventory;

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physically verification of inventories followed by the Management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, during the year under report, the company has availed Loans from Companies, Other Parties listed in the Register maintained u/s 301 of the Companies Act, 1956. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 301 of the companies Act, 1956, during the year.

(iv) In our opinion and according to the information and explanations give to us, there is an adequate internal control system commensurate with size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services, and during the course of our audit, we have not observed any major weaknesses in such internal control system.

(v) To the best of our knowledge and belief and according to the information and explanations given to us, there were no contracts or arrangement that needed to be entered in the Register maintained under Section 301 of the company Act, 1956.

(vi) According to the information and explanations given to us, the company has not accepted any deposit from the public during the year in terms of the provisions of Sections 58A and 58AA or any other relevant provisions of the company Act, 1956.

(vii) In our opinion, the company has on adequate internal audit commensurate with the size and the nature of its business.

(viii) The Central Government has not prescribed the maintenance of Cost Records under Section 209(1) of the Companies Act, 1956 for any of the products of the Company.

(ix) According to the information and explanations given to us, in respect of statutory dues:

a) The examination of the books and records of the company reveal that the Company has not been covered by the provisions of State Insurance and Provident Fund Acts. The gross receipt is within exemption limit under the Service Tax Act.

b) The company has no arrears of Central Excise, Sales Tax or other Statutory dues as at 31st March, 2014 for a period of more than six months from the date of becoming payable. However, for the Assessment Year 2013-14, there is Income Tax arrears of Rs. 1.45 Lakhs, which should have been paid by 15/03/2013 as advance tax.

(x) The examination of books and records shows that the company has no accumulated losses. The Company has incurred Cash Losses during this Financial Year covered by my Audit and also has not incurred cash losses in the immediately preceding Financial Year.

(xi) The Company has no dues to a financial institution or bank or debenture holders during the financial year ended 31st March, 2014.

(xii) The Company has not granted any Loans or Advance on the basis of Security by way of pledge of Shares, Debentures and other Securities.

(xiii) The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xiv) The Company is not dealing in or trading in Shares, Securities, Debentures and other Investments.

(xv) In my opinion and according to the information and explanations given to me, the Company has not given to any Guarantee for any loans taken by others from Banks and financial institutions.

(xvi) To the best of my knowledge and belief and according to the information and explanations given to me, no term loan was availed by the Company during the year.

(xvii) According to the information and explanations given to me, and on an overall examination of the financial records of the Company, funds have not been raised on short term basis during the year and used for long term investment and vice versa.

(xviii) According to the information and explanations given to us, during the year covered by our audit, the Company has not made preferential allotment of equity shares to parties and companies covered in the register maintained under Section 301 of the Act.

(xix) According to the information and explanations given to me and the Records examined by me, no Debentures have been issued during the year.

(xx) The Company has not raised any money by way of Public Issue during the year.

(xxi) To the best of my knowledge and belief and according to the information and explanations given to me, no fraud in or by the Company was noticed or reported during the Financial year, that cause the Financial Statements to be materially misstated.

Place: Chennai Date : 03-09-2014 For M/s SB SB AND ASSOCIATES Chartered Accountants (Registration No. 012192S) D.SHARATH KUMAR Partner (Membership No. 024568)

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SOFTECH INFINIUM SOLUTIONS LIMITED ("the company") which comprise the Balance sheet as at 31st March,2013, the Statement of Profit and Loss and the cash Flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The company''s 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 section 211(3C) of the company Act, 1956 ("the Act"), and in accordance with the accounting principles generally accepted in India. 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.

Auditors'' Responsibility

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. An audit involved performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors'' 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, but not for the puipose of expressing an opinion the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations give aL to us, the aforesaid financial statements give the information requires by the Act in the |ft manner so required and give a true and fair view in conformity with the accounting Bit principles generally accepted in India.

K a) In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2013;

b) In the case of the statement of profit and Loss, of the profit of the company for the year ended on that date; and

c) In the case of the cash Flow statement, of the cash flows of the company for the year ended on that date.

Report on other Legal and Regulatory Requirements

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

2. 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, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31s1 March, 2013, from being appointed as a director in terms of Section 274(1) (g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OFSOFTECH INFINIUM SOLUTIONS LIMITED.

(Referred to in paragraph 1 under ''Report on other legal and regulatory requirements" , section of our report of even date).

(i) In respect of its fixed assets.

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

(b) The fixed assets were physically verified during year by the Management in accordance with a programme of verification, which in our opinion. provides for physical verification of all the fixed assets at reasonable intervals, According to the information and explanations given to us, no material discrepancies were noticed on such verification. (c) Substantial part of fixed assets has not been disposed off during the year under review affecting the ''Going Concern'' status of the company. (ii) In respect if its inventory;

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physically verification of inventories followed by the Management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given, to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, during the year under report, the company has availed Loans from Companies, Other Parties listed in the Register maintained u/s 301 of the Companies Act, 1956. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 301 of the companies Act, 1956, during the year.

(iv) In our opinion and according to the information and explanations give to us, there is an adequate internal control system commensurate with size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services, and during the course of our audit, we have not observed any major weaknesses in such internal control system.

(v) To the best of our knowledge and belief and according to the information and explanations given to us, there were no contracts or arrangement that needed to be entered in the Register maintained under Section 301 of the company Act, 1956.

(vi) According to the information and explanations given to us, the company has not accepted any deposit from the public during the year in terms of the provisions of Sections 58A and 58AA or any other relevant provisions of the company Act. 1956.

(vii) In our opinion, the company has on adequate internal audit commensurate with the size and the nature of its business.

(viii) The Central Government has not prescribed the maintenance of Cost Records under Section 209(1) of the Companies Act. 1956 for any of the products of the Company.

(ix) According to the information and explanations given to us. in respect of statutory dues: a) The examination of the books and records of the company reveal that the -'' Company has not been covered by the provisions of State Insurance. Service Tax Act and Provident Fund Acts.

b) The company has no arrears of Central Excise, Sales Tax or other

Statutory dues as at 31st March, 2013 for a period of more than six months from the date of becoming payable. During the year under audit, the e books supplied during previous year were rejected as ''defective'' and accordingly, no service tax becomes payable in view of such rejection duly accounted for. The Provisions for Income Tax during previous year have been adjusted in view of returns and rejection of sales rendered.

(x) The examination of books and records shows that the company has no accumulated losses. The Company has not incurred Cash Losses during this Financial Year covered by my Audit and also has not incurred cash losses in the immediately preceding Financial Year.

(xi) The Company has no dues to a financial institution or bank or debenture holders during the financial year ended 31st March, 2013.

(xii) The Company has not granted any Loans or Advance on the basis of Security by way of pledge of Shares, Debentures and other Securities.

(xiii) The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xiv) The Company is not dealing in or trading in Shares, Securities, Debentures and other Investments.

(xv) In my opinion and according to the information and explanations given to me. the Company has not given to any Guarantee for any loans taken by others from Banks and financial institutions.

(xvi) To the best of my knowledge and belief and according to the information and explanations given to me, no term loan was availed by the Company during the year.

(xvii) According to the information and explanations given to me, and on-an overall examination of the financial records of the Company, funds have not been raised on short term basis during the year and used for long term investment and vice versa.

(xviii)During the year, the Company has made any preferential allotment of Warrants to Parties and Companies covered in the Register maintained under section 301 of the Companies Act. 1956.

(xix) According to the information and explanations given to me and the Records examined by me. no Debentures have been issued during the year.

(xx) The Company has not raised any money by way of Public Issue during the year.

(xxi) To the best of my knowledge and belief and according to the information and explanations given to me. no fraud in or by the Company was noticed or reported during the Financial year, that cause the Financial Statements to be materially misstated.

Place: Chennai

Date : 02-09-2013 FOR M/s SB SB AND ASSOCIATES

Chartered Accountants

(Registration No. 012192S)

D.SHARATH KUMAR

Partner

(Membership No. 024568)

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Mar 31, 2012

6. I have audited the attached Balance Sheet of M/s. Softech Infinium Solutions Limited as at 31st March, 2012 and also the Profit & Loss Account 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.

7. I conducted my Audit in accordance with 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 disclosure 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 Statements presentation. I believe that my Audit provides a reasonable basis for my opinion.

8. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, I enclose in the Annexure, a Statement on the matters specified in Paragraphs 4 and 5 of the said order to the extent they are applicable to the Company.

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

a) I have obtained all the information and explanation which to the best of my knowledge and belief were necessary for the purpose of my Audit.

b) In my opinion, proper Books of Accounts as required by Law have been kept by the Company, so far as it appears from my examination of such books.

c) The Balance Sheet, Profit and Loss Account referred to in this Report are in agreement with the Books of Account produced.

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

e) On the basis of written representation received from the directors, and taken on record by the Board of Directors, in my opinion, none of the directors is disqualified from being appointed as director u/s.274 (1)(g) of Companies Act, 1956.

In my opinion and to the best of my information and according to the explanations given to me, the said Accounts read together with the Notes thereon and significant Accounting Policies, subject to my observation in Para (5) above give a true and fair view in conformity with the Accounting Principles generally accepted in India:-

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

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

ANNEXURE REFERRED TO IN MY REPORT OF EVEN DATE:

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

2. I have informed that the fixed assets have been physically verified by the Management at reasonable intervals.

3. Substantial part of the Fixed Assets has not been sold during the year under review affecting Going Concern.

4. The stock of inventory has been physically verified during the year by the management at reasonable intervals. In my opinion the procedure of physical verification of inventory followed by the management reasonably and adequate in relation to the size of the company and the nature of its business. The company is not maintaining proper records of inventory.

5. During the year, the Company has availed Loans from Companies, other parties listed in the Register maintained u/s.301 of the Companies Act, 1956.

6. According to the information and explanations given to me, the transactions are duly entered into the Register maintained under Section 301 of the Companies Act, 1956 for the year under review. The Loans are unsecured, interest free and are not prima facie, prejudicial to the interest of company.

7. 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 for the purchase and sale of Fixed Assets. During the course of my Audit, I have not observed any continuing failure to correct major weakness in Internal Control.

8. According to the explanation given to me, there are no transactions of purchase of goods and materials and sale of goods, materials and service made in pursuance of Contracts or Arrangements that are required to be entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lakhs in respect of any Party during the year.

9. The Company has not accepted any Deposits from the Public during the year. So, the Section 58A prima facie do not apply. The provisions of Section 58AA are not attracted as the Company has not accepted any deposits.

10. In my opinion and according to the information and explanations given to me, the Company has formalized system of internal audit.

11. The Central Government has not prescribed the maintenance of Cost Records under Section 209(1) of the Companies Act, 1956 for any of the products of the Company:

a) The examination of the books and records of the company reveal that the Company has not been covered by the provisions of State Insurance, Service Tax Act and Provident Fund Acts.

b) The company has no arrears of Central Excise, Sales Tax or other Statutory dues as at 31st March, 2011 for a period of more than six months from the date of becoming payable. During the year under audit, the service tax becomes payable only on receipt of payment from the customer. However for the period 2010-2011and 2011-2012 there is Income Tax arrears of Rs.8.15 Lakhs and 14.36 Lakhs, which should have been paid by 15/3/2011 and 15/3/2012 respectively as advance tax.

12. The examination of books and records shows that the company has no accumulated losses. The Company has not incurred Cash Losses during this Financial Year covered by my Audit and also has not incurred cash losses in the immediately preceding Financial Year.

13. The Company has no dues to a financial institution or bank or debenture holders during the financial year ended 31st March, 2012.

14. The Company has not granted any Loans or Advance on the basis of Security by way of pledge of Shares, Debentures and other Securities.

15. The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

16. The Company is not dealing in or trading in Shares, Securities, Debentures and other Investments.

11. In my opinion and according to the information and explanations given to me, the Company has not given to any Guarantee for any loans taken by others from Banks and financial institutions.

18. To the best of my knowledge and belief and according to the information and explanations given to me, no term loan was availed by the Company during the year.

19. According to the information and explanations given to me, and on an overall examination of the financial records of the Company, funds have not been raised on short term basis during the year and used for long term investment and vice versa.

20. During the year, the Company has not made any preferential allotment of Shares to Parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

21. According to the information and explanations given to me and the Records examined by me, no Debentures have been issued during the year.

22. The Company has not raised any money by way of Public Issue during the year.

23. To the best of my knowledge and belief and according to the information and explanations given to me, no fraud in or by the Company was noticed or reported during the Financial year, that cause the Financial Statements to be materially misstated. D.SHARATHKUMAR CHARTERED ACCOUNTANT

Place : Chennai 200 / 24568.

Date : 04-09-2012

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Mar 31, 2010

1. I have audited the attached Balance Sheet of M/s. Softech Infinium Solutions Limited as at 31st March, 2010 and also the Profit & Loss Account 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.

2. I conducted my Audit in accordance with 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 disclosure 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 Statements presentation. I believe that my Audit provides a reasonable basis for my opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, I enclose in the Annexure, a Statement on the matters specified in Paragraphs 4 and 5 of the said order to the extent they are applicable to the Company.

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

a) I have obtained all the information and explanation which to the best of my knowledge and belief were necessary for the purpose of my Audit.

b) In my opinion, proper Books of Accounts as required by Law have been kept by the Company, so far as it appears from my examination of such books.

c) The Balance Sheet, Profit and Loss Account referred to in this Report are in agreement with the Books of Account produced.

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

e) On the basis of written representation received from the directors, and taken on record by the Board of Directors, in my opinion, none of the directors is disqualified from being appointed as director u/s.274 (l)(g) of Companies Act, 1956.

In my opinion and to the best of my information and according to the explanations given to me, the said Accounts read together with the Notes thereon and significant Accounting Policies, subject to my observation in Para (5) above give a true and fair view in conformity with the Accounting Principles generally accepted in India:-

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

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

ANNEXURE REFERRED TO IN MY REPORT OF EVEN DATE:

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

2. I have informed that the fixed assets have been physically verified by the Management at reasonable intervals.

3. Substantial part of the Fixed Assets has not been sold during the year under review affecting Going Concern.

4. The stock of inventory has been physically verified during the year by the management at reasonable intervals. In my opinion the procedure of physical verification of inventory followed by the management reasonably and adequate in relation to the size of the company and the nature of its business. The company is not maintaining proper records of inventory.

5. During the year, the Company has availed Loans from Companies, other parties listed in the Register maintained u/s.301 of the Companies Act, 1956.

6. According to the information and explanations given to me, the transactions are duly entered into the Register maintained under Section 301 of the Companies Act, 1956 for the year under review. The Loans are unsecured, interest free and are not prima facie, prejudicial to the interest of company.

7. 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 for the purchase and sale of Fixed Assets. During the course of my Audit, I have not observed any continuing failure to correct major weakness in Internal Control.

8. According to the explanation given to me, there are no transactions of purchase of goods and materials and sale of goods, materials and service made in pursuance of Contracts or Arrangements that are required to be entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lakhs in respect of any Party during the year.

9. The Company has not accepted any Deposits from the Public during the year. So, the Section 58A prima facie do not apply. The provisions of Section 58AA are not attracted as the Company has not accepted any deposits.

10. In my opinion and according to the information and explanations given to me, the Company has formalized system of internal audit.

11. The Central Government has not prescribed the maintenance of Cost Records under Section 209(1) of the Companies Act, 1956 for any of the products of the Company:

a) The examination of the books and records of the company reveal that the Company has not been covered by the provisions of State Insurance, Service Tax Act and Provident Fund Acts.

b) The company has no arrears of Income Tax, Central Excise, Sales Tax or other Statutory dues as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

12. The examination of books and records shows that the company has no accumulated losses. The Company has not incurred Cash Losses during this Financial Year covered by my Audit and also has not incurred cash losses in the immediately preceding Financial Year.

13. The Company has no dues to a financial institution or bank or debenture holders during the financial year ended 31st March, 2010.

14. The Company has not granted any Loans or Advance on the basis of Security by way of pledge of Shares, Debentures and other Securities.

15. The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

16. The Company is not dealing in or trading in Shares, Securities, Debentures and other Investments.

17. In my opinion and according to the information and explanations given to me, the Company has not given to any Guarantee for any loans taken by others from Banks and financial institutions.

18. To the best of my knowledge and belief and according to the information and explanations given to me, no term loan was availed by the Company during the year.

19. According to the information and explanations given to me, and on an overall examination of the financial records of the Company, funds have not been raised on short term basis during the year and used for long term investment and vice versa.

20. During the year, the Company has not made any preferential allotment of Shares to Parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

21. According to the information and explanations given to me and the Records examined by me, no Debentures have been issued during the year.

22. The Company has not raised any money by way of Public Issue during the year.

23. To the best of my knowledge and belief and according to the information and explanations given to me, no fraud in or by the Company was noticed or reported during the Financial year, that cause the Financial Statements to be materially misstated.

D.SHARATH KUMAR

CHARTERED ACCOUNTANT

Place : Chennai 200 / 24568

Date : 30-07-2010

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Mar 31, 2009

1. I have audited the attached Balance Sheet of M/s. Softech Infinium Solutions Limited as at 31st March, 2009 and also the Profit & Loss Account 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.

2. I conducted my Audit in accordance with 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 disclosure 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 Statements presentation. I believe that my Audit provides a reasonable basis for my opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, I enclose in the Annexure, a Statement on the matters specified in Paragraphs 4 and 5 of the said order to the extent they are applicable to the Company.

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

a) I have obtained all the information and explanation which to the best of my knowledge and belief were necessary for the purpose of my Audit.

b) In my opinion, proper Books of Accounts as required by Law have been kept by the Company, so far as it appears from my examination of such books.

c) The Balance Sheet, Profit and Loss Account referred to in this Report are in agreement with the Books of Account produced.

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

e) On the basis of written representation received from the directors, and taken on record by the Board of Directors, in my opinion, none of the directors is disqualified from being appointed as director u/s.274 (l)(g) of Companies Act, 1956.

In my opinion and to the best of my information and according to the explanations given to me, the said Accounts read together with the Notes thereon and significant Accounting Policies, subject to my observation in Para (5) above give a true and fair view in conformity with the Accounting Principles generally accepted in India:-

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009.

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

ANNEXURE REFERRED TO IN MY REPORT OF EVEN DATE:

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

2. I have informed that the fixed assets have been physically verified by the Management at reasonable intervals.

3. Substantial part of the Fixed Assets has not been sold during the year under review affecting Going Concern.

4. The stock of inventory has been physically verified during the year by the management at reasonable intervals. In my opinion the procedure of physical verification of inventory followed by the management reasonably and adequate in relation to the size of the company and the nature of its business. The company is not maintaining proper records of inventory.

5. During the year, the Company has not availed/granted Loans from/to Companies, Firms (or) other parties listed in the Register maintained u/s.301 of the Companies Act, 1956.

6. According to the information and explanations given to me, there are no transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 for the year under review.

7. 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 for the purchase and sale of Fixed Assets. During the course of my Audit, I have not observed any continuing failure to correct major weakness in Internal Control.

8. According to the explanation given to me, there are no transactions of purchase of goods and materials and sale of goods, materials and service made in pursuance of Contracts or Arrangements that are required to be entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lakhs in respect of any Party during the year.

9. The Company has not accepted any Deposits from the Public during the year. So, the Section 58A prima facie do not apply. The provisions of Section 58AA are not attracted as the Company has not accepted any deposits.

10. In my opinion and according to the information and explanations given to me, the Company has formalized system of internal audit.

11. The Central Government has not prescribed the maintenance of Cost Records under Section 209(1) of the Companies Act, 1956 for any of the products of the Company:

a) The examination of the books and records of the company reveal that the Company has not been covered by the provisions of State Insurance, Service Tax Act and Provident Fund Acts.

b) The company has arrears of Income Tax

For AY 2008-09 = Rs.3,98,475.28/-

For AY 2009-10 =Rs. 65.131.00/-

Rs.4,63,606.28/-

The company has also arrears of Fringe Benefit Tax for AY 2007-08 as Rs.8000/-, AY 2008-09 as Rs. 12000/- and AY 2009-10 as Rs.5000/- totaling to Rs.25000/-.

c) However the company has no arrears of Central Excise, Sales Tax or other Statutory dues as at 31st March, 2009 for a period of more than six months from the date of becoming payable.

12. The examination of books and records shows that the company has no accumulated losses. The Company has not incurred Cash Losses during this Financial Year covered by my Audit and also has not incurred cash losses in the immediately preceding Financial Year.

13. The Company has no dues to a financial institution or bank or debenture holders during the financial year ended 31st March, 2009.

14. The Company has not granted any Loans or Advance on the basis of Security by way of pledge of Shares, Debentures and other Securities.

15. The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

16. The Company is not dealing in or trading in Shares, Securities, Debentures and other Investments.

17. In my opinion and according to the information and explanations given to me, the Company has not given to any Guarantee for any loans taken by others from Banks and financial institutions.

18. To the best of my knowledge and belief and according to the information and explanations given to me, no term loan was availed by the Company during the year.

19. According to the information and explanations given to me, and on an overall examination of the financial records of the Company, funds have not been raised on short term basis during the year and used for long term investment and vice versa.

20. During the year, the Company has not made any preferential allotment of Shares to Parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

21. According to the information and explanations given to me and the Records examined by me, no Debentures have been issued during the year.

22. The Company has not raised any money by way of Public Issue during the year.

23. To the best of my knowledge and belief and according to the information and explanations given to me, no fraud in or by the Company was noticed or reported during the Financial year, that cause the Financial Statements to be materially misstated.

D.SHARATHKUMAR CHARTERED ACCOUNTANT

Place : Chennai 200 / 24568.

Date : 31-07-2009