I have audited the attached Balance Sheet of M/S. ARCHANA SOFTWARE
 LIMITED, as at 31st March 2012 and also the Profit and Loss Account of
 the company and the cash flow statement for the year ended on that date
 annexed thereto.  These financial statements are the responsibility of
 the Company''s management. Our responsibility is to express an opinion
 on these financial statements based on my audit.
 
 I conducted my audit in accordance with auditing standards generally
 accepted in India. Those standards require that plan and perform the
 audit to obtain reasonable assurance about whetfier the financial
 statements are free of material misstatement. An audit includes
 examining, on basis, evidence supporting the amounts and disclosure in
 the financial statements. An audit also includes the assessing the
 accounting principles used and significant estimates made by
 management, as well as evaluating the overall financial statement
 presentation. I believe that our audit provides a reasonable basis for
 my opinion.
 
 1.  As required by Companies (Auditor''s Report) order, 2003, issued by
 the Central Government of India in terms of sub-section (4A) of Section
 227 of the Companies Act, 1956,1 enclose in the annexure a statement on
 the matters specified in the said order.
 
 2.  Further to my comments in the annexure referred to in paragraph 1
 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 purpose of my
 audit.
 
 a) In my opinion, proper books of account are required by the law have
 been kept by the company, so far as appears from my examination of
 these books.
 
 b) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with this report are in agreement with the books of account.
 
 c) In my opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement complies with the accounting standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956.
 
 d) As per the information and explanations given to me, none of the
 directors of the company is disqualified from being appointed as a
 director under clause (g) of sub-section (1) of Section 274 of the
 Companies Act, 1956.
 
 e) In my opinion and the best of my information and according to the
 explanations given to me, the Balance Sheet and Profit and Loss Account
 reads together with notes thereon, subject to Nol of Schedule- ''H''
 regarding non conformation of balances & note 5 of Schedule- ''H''
 regarding non provision for deferred tax liability, give information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view:
 
 i) In the case of Balance Sheet, of the state of affairs of the company
 as at 31st March ,2012.  
 
 ii) In the case of Profit and Loss Account, of the profit for the year
 ended on that date.  
 
 iii) In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 As required by Companies (Auditor''s Report) order, 2003, and on the
 basis of such checks, as I consider appropriate, I further state that:
 
 i)
 
 a) The company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 b) All the fixed assets have been physically verified by the management
 once during the period, which is in my opinion, is reasonable having
 regard to the size of the company and nature of its assets. No material
 discrepancy was noticed on verification.
 
 c) In my opinion, the company has not disposed off a substantial par to
 fixed assets during the year.
 
 ii.
 
 a) There is no inventory except the developed software modules in the
 compact disc forms.
 
 b) Since there is no inventory except the developed software modules in
 the compact disc forms, the procedures of physical verification of
 inventories followed by the management does not arise,
 
 c) As there is no inventory except the developed software modules in
 the compact disc forms, maintaining proper records of inventories does
 not applicable.
 
 iii. The company neither granted nor taken any loans, secured or
 unsecured to / from companies, firms or other parties covered in the
 register maintained under Section 301 of the Act.
 
 iv. There is an adequate internal control procedure commensurate with
 the size of the company and die nature of its business, for the
 purchase of inventory and fixed assets and for the sale of goods.
 There is a no continuing failure to correct major weakness in internal
 control.
 
 v.  There were no transaction during the year that need to be entered
 into register in pursuance of section 301 of the Act have been so
 entered.
 
 vi.  The company has not accepted any deposit from the public during
 the year.
 
 vii. In my opinion and according to the information provided to me, the
 company has adequate internal audit system commensurate with the size
 and nature of its business.
 
 viii. I am informed that the Central Government has not prescribed the
 maintenance of cost records under section 209(1) (d) of the Companies
 Act, 1956.
 
 ix.  The company is regular in depositing undisputed statutory dues
 including Income Tax, and any other statutory due as with the
 appropriate authorities and there are no arrears of outstanding
 statutory dues as at me last day of financial year concerned for a
 period of more than six months from the date they became payable.
 
 x.  The company''s accumulated losses of Rs.709.34 Lacs at the end of
 the financial year 31st March 2011 are not less than fifty percent of
 its net worth and the company has generated a cash profit of Rs.60.04
 Lacs during the current financial year.
 
 xi.  The company has not defaulted in repayment of dues to a financial
 institution or bank or debentures and other securities.
 
 xii.  The Company has not granted any Loans and Advances on the basis
 of security by way of pledge of shares debentures and other securities.
 
 xiii.  The company is not in dealings in shares, securities, debentures
 and other investments.
 
 xiv.  The company has not given any guarantee for loans taken by others
 from banks or Financial Institutions.
 
 xv.  The company has not taken any term loan from the Banks or
 Financial Institutions during the year.
 
 xvi.  The fund raised on short-term basis have not been used for long
 term investment and vice-versa.
 
 xvii.  The company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under section
 301 of die Companies Act.
 
 xviii.  The company has not issued any debentures and the question of
 creating securities does not arise.
 
 xix.  The company has not made any public issue of share during the
 year.
 
 xx.  No fraud on or by the company has been noticed or reported during
 the year.
 
                                     A SARAVANAN B.Com. F.C.A.
 
                                 Chartered Accountant (M.No 026101)
 
 Place: Chennai,
 
 Date: 01.09.2012.