1.  I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE
 LIMITED, as at March 31, 2012 and the related Statement of Profit and
 Loss and the Cash Flow Statement for the year ended on that date
 annexed thereto. I have not audited the Balance Sheet and related
 statement of Profit and Loss of the Branch office situated in Singapore
 and the same has been included in the above financial statements as
 certified by the management. These financial statements are the
 responsibility of the company''s management. My responsibility is to
 express an opinion on these financial statements based on my audit.
 
 2.  I conducted the audit in accordance with auditing standards
 generally accepted in India. Those standards require that I plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement(s).  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. I believe that my audit provides a reasonable basis for
 my 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 Central Government of India in terms of subsection (4A)
 of Section 227 of the Companies Act, 1956, I enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  Without qualifying my opinion, I draw attention to Note e of Notes
 forming part of financial statements for the year ended March 31, 2012
 in connection with the value of investments:
 
 i) in Info-Drive Software Inc, USA (wholly owned subsidiary) though
 diminished as on the date of balance sheet, management is confident of
 augmenting resources against firm orders to mitigate any further
 erosion and hence carried at cost.
 
 Further to my comments in the Annexure referred to above, I report
 that:
 
 a) I have obtained all the information and explanations, which to the
 best of my knowledge and belief were necessary for the purposes of my
 audit;
 
 b) In my opinion, proper books of account as required by law have been
 kept by the company so far as appears from my examination of those
 books and I have not visited the Singapore Branch but the financial
 statements certified by the management have been considered.
 
 c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) In my opinion, the Balance Sheet, the Statement of Profit and Loss
 and Cash Flow Statement dealt with this report comply with the
 accounting standards referred to 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
 and taken on record by the Board of Directors, I report that none of
 the directors is disqualified as on March 31, 2012 from being appointed
 as director in terms of clause (g) of sub-section (1) of Section 274 of
 the Companies Act, 1956;
 
 f) In my opinion and to the best of my information and according to the
 explanations given to me, the said 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 the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2012;
 
 ii) In the case of the Statement of Profit and Loss, of the profit 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 AUDITOR''S REPORT OF EVEN DATE TO THE MEMBERS OF
 INFO-DRIVE SOFTWARE LIMITED
 
 i) a) The company has maintained proper records showing full
 particulars, including quantitative details and the situation of its
 fixed assets.
 
 b) As explained to me, during the year all the fixed assets have been
 physically verified by the management at reasonable intervals.
 According to the information and explanations given to me, no material
 discrepancies were noticed on such verification.
 
 c) The fixed assets disposed off during the year, in my opinion; do not
 constitute a substantial part of fixed assets of the company
 
 ii) a) As explained to me, the inventory have been physically verified
 by the management at reasonable intervals .
 
 b) In my opinion and according to the information and explanations
 given to me, the procedure for physical verification of inventory
 followed by the management were reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 c) In my opinion and according to the information and explanations
 given to me, the company has maintained proper records of inventory and
 the discrepancies between the physical stocks and the book stocks on
 such verification has been properly dealt with in the books of account.
 
 iii) The company has not granted/taken any loans, secured or unsecured,
 to/from companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act 1956. Therefore, the
 sub-clauses (a) to (g) under this clause are not applicable to the
 company.
 
 iv) In my opinion and according to the information and explanations
 given to me there are adequate internal control systems commensurate
 with the size of the company and the nature of its business with regard
 to purchase of inventory, fixed assets and for sale of goods and
 services.
 
 v) a) According to the information and explanations given to me, I am
 of the opinion that the particulars of contracts or arrangements need
 to be entered into the register maintained under section 301 of the Act
 have been so entered.
 
 b) In my opinion and according to the information and explanations
 given to me, there are no transactions made in pursuance of such
 contracts or arrangements have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 vi) The company has not accepted any deposits from the public as per
 section 58A, 58AA or any other relevant provisions of the Act.
 
 vii) The company has an internal audit system commensurate with the
 size and 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 for the
 company.
 
 ix) a) According to the records, information and explanations provided
 to me, the company is generally regular in depositing with appropriate
 authorities undisputed amount of Provident Fund, Employees'' State
 Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other
 statutory dues applicable to it and no undisputed amounts payable were
 outstanding as at March 31, 2012 for a period of more than six months
 from the date they become payable.
 
 b) According to the information and explanations given to me, there are
 no dues of sales-tax, income-tax, customs duty, wealth tax, service
 tax, excise duty and cess which have not been deposited on account of
 any dispute except the following.
 
 Name of      Nature of       Amount       Period 
                                           to which      Forum where
                                                         the dispute 
                                                         is pendinq
 Statute      the Dues       (Rs.)         the amount
                                           relates
 
 Income-tax   Income-tax        0/-        AY 2004-05   Commissioner 
                                                        of Income-tax,
                                                        Appeals III
 
 Income-tax   TDS       33,44,226/-        AY 2010-11   Commissioner of
                                                        Income-tax, 
                                                        Appeals IV
 
 Income-tax   TDS     1,65,15,087/-        AY 2011-12   Commissioner of
                                                        Income-tax, 
                                                        Appeals IV
 
 x) In my opinion and according to the information and explanations
 given to me, the accumulated losses of the company are not more than
 fifty percent of its net worth. The company has not incurred cash
 losses in the immediately preceding financial year.
 
 xi) Based on my audit procedures and on the information and
 explanations given by the management, the company has not defaulted in
 repayment of dues to any financial institution or bank.
 
 xii) Based on my examination and according to the information and
 explanations given to me, the company has not granted loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 xiii) The company is not a chit/nidhi/mutual benefit fund/society and
 clause xiii of the Order is not applicable.
 
 xiv) The company is not dealing or trading in shares, securities,
 debentures and other investments.
 
 xv) The company has given corporate guarantees for loans taken from
 banks by the wholly owned subsidiary company in Singapore.  The terms
 and conditions whereof are not prejudicial to the interests of the
 company.
 
 xvi) In my opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 xvii) According to the information and explanations given to me and on
 an overall examination of the balance sheet of the company, I report
 that no funds raised on short term have been used for long term
 investment. No long term funds have been used to finance short term
 assets.
 
 xviii) During the year, 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.
 
 xix) The company did not have any outstanding debentures during the
 year.
 
 xx) The company has not raised any money by public issue during the
 year.
 
 xxi) Based on the audit procedures performed and information and
 explanations given to me by the management, I report that no fraud on
 or by the company has been noticed or reported during the course of my
 audit.
 
                                            for K. S. REDDY ASSOCIATES
 
                                            Chartered Accountants
 
                                            FRN 009013S
 
                                            Sd/-
 
 Chennai                                    K. SUBBA REDDY (Proprietor)
 
 14.08.12                                   M.No.208754