Intellvisions Software Ltd

To the members of Intellvisions Software Limited

1. We have audited the attached Balance Sheet of Intellvisions Software Limitedas at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statementfor the year ended on that date annexed thereto. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion onthese financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally acceptedin India. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the CentralGovernment of India in terms of sub-section (4A) of the Section 227 of the Companies Act,1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and5 of the said Order o t the extent applicable to the company.

4. Further to our comments in the Annexure referred to above, we report that:

4.1 We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purposes of our audit.

4.2 In our opinion, proper books of account as required by law have been kept by thecompany so far as appears from our examination of those books.

4.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statements dealt with bythis report are in agreement with the books of account.

4.4 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt with by this report have been prepared in compliance with the applicable AccountingStandards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

4.5 On the basis of written representations received from the directors, as on 31stMarch, 2011 and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on 31st March 2011 from being appointed as a director interms of Clause (g) of sub-section (1) of Section 274 of the Companies Act 1956;

4.6 In our opinion and to the best of our information and according to the explanationsgiven to us, we draw attention to Note No 1 to the financial statements, which regards notmarking down the investments due to permanent diminution in value as required byAccounting Standard 13 (AS 13) - "Accounting for Investments" give theinformation required by the Companies Act, 1956, in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India.

4.7 i) in the case of the Balance Sheet, of the state of affairs of the Company as at31st March, 2011;

ii) in the case of the Profit and Loss Account, of the Profit for the year ended onthat date; and

iii) in the case of the Cash Flow Statement, of the

Cash Flows for the year ended on that date.

I. Fixed Assets

a) The Company has maintained proper records to show full particulars includingquantitative details and situtation of its fixed assets, however same is under updation.

b) The fixed assets are verified once in three years, which in our opinion isreasonable. Material deficiency in record were noted on such verification is underupdation.

c) The assets discarded / sold during the year are not substantial and are notaffecting the operations of the Company as a going concern.

II. Inventories

a) The inventory (except inventory in transit, the subsequent confirmation of which hasbeen obtained) has been physically verified by the management during the year. In ouropinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the Company isreasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

c) The Company is maintaining proper records of inventory. The deficiency noticed onverification between the physical stocks and records were not material in relation to theoperation of the company and the same have been properly dealt with in the books ofaccount.

III. Loans given / taken

As informed to us, the company has neither granted nor taken any Loans, secured orunsecured to / from companies, firms or other parties covered in the register maintainedunder Section 301 of the Companies Act, 1956. Accordingly, clauses 3 (b) to 3 (g) of Para4 of the Companies (Auditor's Report) Order are not applicable to the Company.

IV. Internal Control

In our opinion, there is an adequate internal control system commensurate with the sizeof the Company and nature of its business for the purchase of inventory, fixed assets andfor the sale of goods and services During the course of our audit, we have neitherobserved nor have been informed of any continuing failure to correct major weakness ininternal control system.

V. Transactions under Section 301

According to the information and explanation given to us, there are no contracts orarrangements entered during the year which needs to be entered in the register required tobe maintained under Section 301 of the Companies Act, 1956.

VI. Public Deposit

The Company has not accepted any fixed deposits under Section 58A of the Companies Act,1956.

VII. Internal Audit System

In our opinion, the Company's internal audit system is generally commensurate with thesize and nature of its business.

VIII. Cost Records

As explained to us, the maintenance of cost records has not been prescribed by theCentral Government under clause (d) of sub section (1) of Section 209 of the CompaniesAct, 1956, for any of its products.

XI. Statutory Dues

a) The Company has been regular in depositing its undisputed statutory dues includingProvident Fund, Investors Education and Protection Fund, Value Added Tax, Wealth Tax,Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues as applicablewith the appropriate authorities during the year. We have been informed that the employeesof the Company is not covered under Employees' State Insurance Scheme. According to theinformation and explainations given to us, no undisputed amounts payable in respect ofProvident Fund, Investors Education and Protection Fund, Income Tax, Sales Tax, WealthTax, Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues were inarrears as at 31.03.2011 for a period of more than six months from the date they becamepayable.

b) The details of dues of Bank guarantee / excise duty not deposited on account ofdispute along with the amounts involved and the forum where dispute is pending is given asunder:

X. The Company has not incurred any cash losses during the financial year and inthe immediately preceding financial year, nor does it have any accumulated losses.

XI. In our opinion and according to the information and explanations given to us,the Company has not defaulted in repayment of dues to Financial Institutions or Banks.

XII. The Company has not granted any loans and advances on the basis of anysecurity by way of pledge of shares, debentures and other securities.

XIII. As explained, the company is not a chit fund or a nidhi / mutual benefit fund/ society. Accordingly, the provisions of clauses 13 (a) to (d) of Para 4 of the Companies(Auditor's Report) Order are not applicable to the company.

XIV. As explained and verified, the Company is not engaged in dealing or trading inshares, securities, debentures and other investments.

XV. As explained and verified, the Company has not given any guarantee for loanstaken by others from Banks or Financial Institutions.

XVI. The Company has not obtained any term loan during the year. Accordingly, theprovisions of clauses 16 of Para 4 of the Companies (Auditor's Report) Order are notapplicable to the company.

XVII. According to the information and explanations given to us and on overallexamination of the Balance Sheet of the Company, we report that no funds raised on shortterm basis have been used for long term investment.

XVIII. According to the information and explanations given to us and verified byus, the Company has not made any preferential allotment of shares during the year toparties and companies covered in the Register maintained under section 301 of CompaniesAct,1956.

XIX. According to the information and explanations given to us the Company has notissued any Debentures during the year.

XX. According to the information and explanations given to us the Company has notraised any money from the public during the year through public issue.

XXI. According to the information and explanations given to us, no fraud on or bythe Company has been noticed or reported during the year.