1.We have audited the attached Balance Sheet of California Software
 Company Limited as at March 31,2011 and the related Profit and Loss
 Account and Cash Flow Statement for the year ended on that date, which
 we have signed under reference to this report. These financial
 statements are the responsibility of the Company’s management. Our
 responsibility is to express an opinion on these financial statements
 based on our audit.
 
 2.We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free 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. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 as
 amended by The Companies (Auditor’s Report) (Amendment) Order, 2004
 issued by the Government of India in terms of section 227(4A) of ‘The
 Companies Act, 1956’ of India (the ‘Act’) and on the basis of such
 checks of the books and records of the Company as we considered
 appropriate and according to the information and explanations given to
 us, we give in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (a) Subject to our remarks in paragraph 4 above, 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) 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, Profit and 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, Profit and Loss Account and Cash
 Flow Statement dealt with by this report have been prepared in all
 material respects in compliance with the applicable accounting
 standards referred to in section 211(3C) of the Act.
 
 (e) On the basis of written representations received from the Directors
 and taken on record by the Board of Directors, none of the directors is
 disqualified as on March 31, 2011 from being appointed as a director in
 terms of Section 274(1)(g) of the Act.
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto, give in the prescribed
 manner the information required by the Act 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 March 31, 2011 ;
 
 (ii) In the case of the Profit and Loss Account, of the Loss 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.
 
 Annexure to the Auditors'' Report
 
 (Referred to in paragraph 3 of our Report of even date to the members
 of California Software Company Limited on the financial statements for
 the year ended March 31,2011)
 
 1.(a) The Company is in the process of maintaining proper records to
 show full particulars including quantitative details and situation of
 fixed
 assets.
 
 (b) It has been represented to us that the fixed assets of the Company
 are physically verified by the management during the year; however
 documentation of the same comparing the physical inventory and the book
 inventory is not made available to us.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 2.(a) The Company has granted an unsecured loans to its 100%
 subsidiaries Aspire Commuications P Ltd (Rs.25.56 lakhs) 
 Infosolutions Private Limited (Rs. 397.31 lakhs)covered under register
 maintained under Section 301 of the Act. The maximum amount involved
 during the year Rs.422.87lakhs
 
 (b) In our opinion, the rate of interest and other terms and conditions
 of such loan are not prima facie prejudicial to the interest of the
 Company
 
 (c) In respect of the aforesaid loan, reasonable steps have been taken
 by the Company for the recovery of the principal amount and interest,
 where applicable.
 
 (d) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 3.In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased/ services rendered are of special nature for which suitable
 alternative sources do not exists for obtaining comparative quotations,
 there is generally an adequate internal control systems commensurate
 with the size of the Company and the nature of its business for the
 purchase of fixed assets and for the sale of goods and services.
 Further, on the basis of our examination of the books and records of
 the Company, and according to the information and explanations given to
 us, we have neither come across nor have been informed of any
 continuing failure to correct major weaknesses in the aforesaid
 internal control system.
 
 4. (a) In our opinion and according to the information and explanation
 given to us, the particulars of contracts or arrangements referred to
 in Section
 301 of the Act have been entered in the register required to be
 maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, having regards to our comments in paragraph 3 above, the
 transactions made in pursuance of such contracts or arrangements
 entered into the register maintained in pursuance of Section 301 of the
 Act and exceeding the value of Rupees five lakhs in respect of any
 party during the year, have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 5.In our opinion and according to the information and explanations
 given to us, the Company has in general, complied with the provisions
 of Sections 58A and 58AA of the Act and the rules framed there under,
 with regard to the deposits accepted from public. According to the
 information and explanations given by the Company, no order under
 aforesaid sections has been passed by the Company Law Board on the
 Company in respect of the aforesaid deposits
 
 6.In our opinion, the company has internal audit system commensurate
 with its size and nature of its business.
 
 7.The Government of India has not prescribed maintenance of cost
 records by the Company under Section 209(1)(d) of the Act for any of
 the products of the Company.
 
 8.(a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the
 
 Company has generally been regular in depositing the undisputed
 statutory dues including Provident Fund, Investor Education and
 Protection Fund, Employees’ State Insurance, Income-Tax, Sales tax,
 Value Added Tax, Wealth tax, Service tax, Customs duty, Excise duty,
 Cess and other material statutory dues as applicable with the
 appropriate authorities in India.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of Sales Tax,
 Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and
 Cess which have not been deposited on account of any dispute. The
 particulars of dues of Income Tax, Service tax and Sales tax which has
 not been deposited on account of a dispute are indicated in Note 24 of
 Schedule 21.
 
 9 The Company has no accumulated losses as at March 31, 2011 and it has
 not incurred any cash losses dur ing the year en ded on that date or in
 the immediately preceding financial year.
 
 10 According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of its due to any financial institution or bank as at the
 balance sheet date,
 
 11 The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 12 In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company during the year for loans taken by others from banks or
 financial institutions, are not prejudicial to the interest of the
 Company.
 
 13 In our opinion and according to the information and explanations
 given to us, on an over all basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 14 On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 15 The company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 16 During the course of our examination of the books of account,
 carried out in accordance with the generally accepted auditing
 practices in India, we have neither come across any instance of fraud
 on or by the Company, noticed or reported during the year nor have we
 been informed of such case by the management.
 
 17 Clauses, (ii), (xiii), (xiv), (xix) and xx of paragraph 4 of the
 Companies (Auditor’s Report) Order 2003 as amended by the Companies
 (Auditor’s Report) (Amendment) order, 2004, are not applicable in the
 case of the Company for the current year, since in our opinion there is
 no matter which arises to be reported in the aforesaid order.
 
                                                CAKJ TOMY BSc FCA
 
                                                          Partner
                                         (Membership No: 0 22768)
 
 
                                            For and on behalf of 
 
                                                  Tomy & Francis 
                                           Chartered Accountants 
                                                   FRN: 010922 S
 
 Chennai 
 June 27, 2011