1.  We have audited the attached Balance Sheet of M/S. INDO PACIFIC
 SOFTWARE & ENTERTAINMENT LTD., as at 31 March 2012 and its Profit and
 Loss Account 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 the 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 the 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 Companies (Auditor''s Report) Order, 2004 issued by the
 Central Government of India in terms of Sub- section (4A)of the Section
 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specified in paras 4 and 5 of the said orders.
 
 4.  Further to our comments in 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 purpose 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 the examination of
 such books.
 
 c) The Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with the Books of Account of the company.
 
 d) In our opinion the Balance Sheet and Profit & Loss Account dealt
 with by this report comply with Accounting Standards referred to in
 subsection (3c) of section 211 of the companies Act, 1956.
 
 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 Director is disqualified as on 31st March,
 2012 from being appointed as a director in terms of 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
 the explanations given to us, the said statements of Account 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 the case of the Balance Sheet, of the state of Affairs of the
 Company as on 31st March, 2012 and:
 
 II.  In the case of the Profit and Loss Account, of the Profit of the
 Company for the year ended on that date.
 
 ANNEXURE TO AUDITOR''S REPORT (As referred to in Paragraph 1 of our
 report of Event Date)
 
 (i) a) The company has generally maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) The management has physically verified all its fixed assets at
 reasonable intervals and no material discrepancies were noticed on such
 physical verification.
 
 c) There was no substantial disposal of fixed assets during the year.
 
 (ii) a) As per the information furnished, the management at reasonable
 intervals during the year has physically verified the inventories.
 
 b) In our opinion and accordingly to the information and explanation
 given to us, procedures of physical verification of inventory followed
 by the management are reasonable and adequate in relation to the size
 of the company and the nature of its business.
 
 c) In our opinion, the company is maintaining proper records of
 inventory. The discrepancies noticed on physical verification of
 inventory as compared to books record were not material and have been
 property dealt with in the books of account.
 
 (iii) a) The company had not granted unsecured loan to parties that are
 covered in the register maintained under section 301 of the Company
 Act, 1956.
 
 b) The company had granted Interest free loan and the other terms and
 conditions of loans given by the company are prima facie prejudicial to
 the interest of the company -NA
 
 c) Whether receipt of the principal amount and interest wherever
 applicable are also regular. -NA
 
 d) The overdue amount is more than rupees one lacs, and the company has
 not called for repayment, hence clause is not applicable
 
 e) The Company has taken loans from companies, firms or other parties
 listed in the register maintained under section 301 of the companies
 Act 1956. The amount involved is Rs. 12.45 crores.
 
 f) The company had taken Interest free loan and the other terms and
 conditions of loans taken by the company are prima facie prejudicial to
 the interest of the company
 
 g) The payment of the principal amount and interest wherever applicable
 are regular.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are generally adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business for purchase of inventory and or fixed assets and for the sale
 of goods. During the course of our audit no major weakness has been
 noticed in these internal controls.
 
 (v) a) According to the information and explanation given to u, we are
 of the opinion that the transactions that need to be entered in the
 register maintained under section 301 of the Companies Act, 1956 have
 been so entered.
 
 b) In our opinion and according to the information and explanation
 given to us the transactions made in pursuance of contracts or
 arrangements entered in the Register maintained under Section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lacs 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.
 
 (vi) In our opinion and according to the information and explanation
 given to us, the Company has not accepted any deposit from the public
 within the meaning of Section 58A and 58AA of the Companies Act, 1956
 and the Companies (Acceptance of Deposits) Rules, 1975.
 
 (vii) As per the information and explanation given to us, the Company
 has an internal audit system commensurate to the size of the Company
 and the nature of its business.
 
 (viii) The Central Government has not prescribed maintenance of Cost
 Records under Section 209(1 )(d) of the Companies Act, 1956 in respect
 of the Company''s product.
 
 (ix) a) According to the information and explanation given to us and
 the records examined by us, the company is regular in depositing
 undisputed statutory dues including Employees State Insurance, Income
 Tax, Service Tax and any other statutory dues wherever applicable with
 the appropriate authorities. According to the information and
 explanation give to us, no undisputed arrears of statutory dues were
 outstanding as at 31st March, 2012 for a period of more than six months
 from the date they became payable.
 
 b) According to the records of the Company there are no statutory dues,
 which are outstanding on account of any dispute at the end of the year.
 
 (x) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses in the current or in
 the immediately preceding financial year.
 
 (xi) 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 dues to any Financial Institution, Bank and the Company
 does not have any borrowings by way of debentures.
 
 (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 provisions of any special statute applicable to chit funds/
 nidhi/mutual benefits funds/society do not apply to the company.
 
 (xiv) In our opinion, the Company is not a dealer or trader in Shares,
 Securities, Debentures and other Investments.
 
 (xv) According to the information and explanations given to us by the
 management, the Company has not given any guarantee for loans taken by
 others from banks or Financial Institutions.
 
 (xvi) The Company is regular in re-payment of Principal amount of term
 loan and interest due thereon.
 
 (xvii) According to the information and explanations given to us and on
 overall examination of the balance sheet of the Company, we report that
 no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) The Company has not made any allotment of equity Share on
 preferential basis to body corporate.
 
 (xix) The Company has not issued any debentures.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, 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.
 
                                    For SANJAY S. AGRAWAL & CO.
 
                                         Chartered Accountants
 
 Place : Nagpur                                 F.R NO.116200W
 
 Dated : 30/05/2012                                 Sd/-
 
                                            (Dhiraj M. Moryani)
 
                                                       Partner
 
                                                 M. No. 129877