We have audited the attached Balance Sheet of INDIAN INFOTECH AND
 SOFTWARE LIMITED as at 31st March, 2012, the Statement of Profit and
 Loss 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 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 audrt provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of subsection (4A) of
 section 227 of the Companies Act., 1956, we enclose in the Annexure a
 statement on the matters specified in paragraph 4 of the said Order:
 
 4.  Further to our comments on the Annexure referred to above, 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 accounts as required by law have
 been kept by the company so far as appears from our examination of the
 books of accounts;
 
 (c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 accounts;
 
 (d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards as referred in Sub-Section (3C) of Section 211 of
 the Companies Act, 1956, to the extent applicable;
 
 (e) On the basis of written representations received from the Directors
 as on 31st March, 2012 and taken on record by the Board of Directors,
 we report that none of the directors of the company are disqualified
 from being appointed as a director under clause (g) of Sub-Section (1)
 of Section 274 of the Companies Act, 1956; ;.
 
 (f) In our opinion and to the best of our information and according to
 explanations given to us, the said accounts read together with
 Significant Accounting Policies and Notes forming part of 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,
 
 (i) in case of Balance Sheet, of the state of the affairs of the
 company as at 31st March 2012,
 
 (ii) in case of the Statement of Profit and Loss Account, of the Profit
 for the year ended on that date,
 
 (iii) in case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 1.  In respect of Fixed assets:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) As informed to us, the assets have been physically verified by the
 management during the year, there is a regular programme of
 verification which, in our 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) There was no disposal of a substantial part of fixed assets during
 the year.
 
 2.  In respect of Inventories
 
 As the Company is an service provider, it does not have any inventory.
 
 3.  (a) In our opinion and according to the information and explanation
 given to us the rate of interest and other terms and conditions on
 which the loan have been granted are not prima facie prejudicial to the
 interest of the company.
 
 (b) The Company is regular in repaying the principal amounts as
 stipulated and has been regular in the payment of interest. The parties
 had repaid principal and interest amounts wherever stipulated.
 
 (c) There is no overdue amount of loan granted to companies, Firms or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (d) The Company has not taken any loan from the companies, Firm, Party,
 covered in the register maintained under section 301 of the Companies
 Act, 1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, the Company has adequate internal control procedure
 commensurate with the size of the Company and nature of its Business
 with regard to Fixed assets. We have not come across any major weakness
 in internal control.
 
 5.  In respect of Transaction
 
 (a) According to the information and explanations provided by the
 management, we are of the opinion that the particular of contract or
 arrangement referred to in section 301 of the Companies Act, 1956, that
 need to be entered into the register maintained under section 301 have
 been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contract or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding rupees five lakhs each have been
 made at prices, which are reasonable having regard to prevailing market
 prices at the relevant time.
 
 6. The Company has not accepted / invited any deposits falling within
 the preview of Section 58A 58AA of the Companies Act, 1956 and rules
 framed there under.
 
 7. The company does does not have an internal audit system.
 
 8.  We have broadly reviewed the books of accounts maintained by the
 company pursuant to the Made by the central government for the
 maintenance of cost record under section 209(1) (d) Of the companies
 act 1956, and are of the opinion that prima facie, the prescribed
 accounts And records have been made maintained.
 
 9.  In respect of statutory dues
 
 (a) As informed to us the Provident fund and Employees'' State Insurance
 Act are not applicable to the Company.
 
 (b) According to the information and explanations given to us, no
 undisputed amount payable in respect of Income Tax, Wealth Tax, Sales
 Tax, Customs Duty, Excise Duty and Cess were in arrears, as of 31st
 March, 2012 for a period of more than six months from the date they
 became payable.
 
 (c) According to the information and explanation given to us, there are
 no dues of Income Tax, Customs duty, Wealth Tax, Excise duty and Cess
 which have not deposited on Account of any dispute.
 
 10.  The Company has accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current financial year.
 
 11.  Based on the audit procedures and as per the information and
 explanations given to us we are of the opinion that the Company has not
 defaulted in repayment of dues to financial Institutions, Banks or
 debenture holders.
 
 12.  According to the information and explanations given to us, the
 Company has not granted any loans and advance on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 13.  In our opinion, the Company is not chit fund or a nidhi I Mutual
 benefit fund / Society.  Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order, 2003 are not applicable to the
 Company.
 
 14.  The Company has maintained proper records with regards to its
 transactions and contracts in respects of investments in shares and
 other securities and timely entries have been made therein. All these
 shares and other securities have been held by the company in its own
 name, except to the extent of exemption granted under Section 49 of the
 Companies Act, 1956 and for certain shares which are lodged for
 transfer or held with valid transfer forms.
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has not given guarantees for loans taken by
 others from Bank or financial institutions.
 
 16.  According to the information and explanations given to us, the
 Company has not taken any term loans during the year;
 
 17. According to the information and explanations given to us and on an
 overall examination of the S ~H Bal^l&a Sheet of the Company, we report
 that the no funds raised on short - term basis have been used for
 long-term investment.
 
 18.  According to the information and explanations given to us, the
 Company had not made any preferential allotment of shares to parties
 and companies covered in the register maintained under Section 301 of
 the Act.
 
 19.  The Company has not issued any debentures during the year and
 therefore the question of creating security in respect thereof does not
 arise.
 
 20.  The Company has not made any Public Issue during the year and
 therefore the question of disclosing the end use of money does not
 arise.
 
 21.  According to the information and explanations given to us, based
 upon the audit procedures performed and representations made by the
 management, we report that no fraud on or by the Company has been
 noticed or reported during the course of our Audit.
 
                                         For Sanjay N. Shah & Co.  
                                            Chartered Accountants 
 
                                                    FRN : 124897W 
 
 Date  : August 27, 2012
 Place : Mumbai                                   CA. Sanjay Shah, 
 
                                                       Proprietor
                                                    M. No. 116251