1.  We have audited the attached Balance Sheet of Intellvisions
 Software Limited as at 31st March, 2010 and also the Profit and Loss
 Account and the Cash Flow Statement for the year ended on that date
 annexed thereto. These financial statements are the responsibility of
 the Companys 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 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 (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of the
 Section 227 of the Companies Ac,1956, we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order to the extent applicable to the company.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that :
 
 4.1 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.
 
 4.2 In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books.
 
 4.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statements
 dealt with by this report are in agreement with the books of account.
 
 4.4 In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report have been prepared in
 compliance with the applicable Accounting Standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956.
 
 4.5 On the basis of written representations received from the
 Directors, as on 31st March, 2010 and taken on record by the Board of
 Directors, we report that none of the Directors are disqualified as on
 31st March 2010 from being appointed as a Director in terms of Clause
 (g) of sub-section (1) of Section 274 of the Companies Act 1956;
 
 4.6 In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 Notes on Accounts as per Schedule 19, and subject to Note No.1 as
 regards not marking down the investments due to permanent diminution in
 value as required by Accounting Standard 13 (AS13) - Accounting for
 Investments 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 31st March, 2010;
 
 (ii) in the case of the Profit and Loss Account, 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 AUDITORS REPORT FOR THE YEAR ENDED 31st MARCH, 2010
 INTELLVISIONS SOFTWARE LIMITED (Referred to in Paragraph 3 of our Report 
 of even date)
 
 I.  Fixed Assets
 
 a) The Company has maintained proper records to show full particulars
 including quantitative details and situtation of its fixed assets,
 however same is under updation.
 
 b) The fixed assets are verified once in three years, which in our
 opinion is reasonable. Material deficiency in record were noted on such
 verification is under updation.
 
 c) The assets discarded / sold during the year are not substantial and
 are not affecting the operations of the Company as a going concern.
 
 II.  Inventories
 
 a) The inventory (except inventory in transit, the subsequent
 confirmation of which has been obtained) has been physically verified
 by the management during the year. In our opinion, the frequency of
 verification is reasonable.
 
 b) The procedures of physical verification of inventories followed by
 the Company is reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 c) The Company is maintaining proper records of inventory. The
 deficiency noticed on verification between the physical stocks and
 records were not material in relation to the operation of the company
 and the same have been properly dealt with in the books of account.
 
 III.  Loans given / taken
 
 As informed to us, the company has 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 Companies
 Act, 1956. Accordingly, clauses 3 (b) to 3 (g) of Para 4 of the
 Companies (Auditors Report) Order are not applicable to the Company.
 
 IV.  Internal Control
 
 In our opinion, there is an adequate internal control system
 commensurate with the size of the Company and nature of its business
 for the purchase of inventory, fixed assets and for the sale of goods
 and services During the course of our audit, we have neither observed
 nor have been informed of any continuing failure to correct major
 weakness in internal control system.
 
 V.  Transactions under Section 301
 
 According to the information and explanation given to us, there are no
 contracts or arrangements entered during the year which needs to be
 entered in the register required to be maintained under Section 301 of
 the Companies Act, 1956.
 
 VI.  Public Deposit
 
 The Company has not accepted any fixed deposits under Section 58A of
 the Companies Act, 1956.
 
 VII.  Internal Audit System
 
 In our opinion, the Companys internal audit system is not generally
 commensurate with the size and nature of its business as internal audit
 has not been carried out during the previous year.
 
 VIII.  Cost Records
 
 As explained to us, the maintenance of cost records has not been
 prescribed by the Central Government under clause (d) of sub section
 (1) of Section 209 of the Companies Act, 1956, for any of its products.
 
 IX.  Statutory Dues
 
 a) The Company has been regular in depositing its undisputed statutory
 dues including Provident Fund, Investors Education and Protection Fund,
 Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty,
 Cess and any other statutory dues as applicable with the appropriate
 authorities during the year. We have been informed that the employees
 of the Company is not covered under Employees State Insurance Scheme.
 According to the information and explainations given to us, no
 undisputed amounts payable in respect of Provident Fund, Investors
 Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax,
 Service Tax, Customs Duty, Excise Duty, Cess and any other statutory
 dues were in arrears as at 31.03.2010 for a period of more than six
 months from the date they became payable.
 
 b) The details of dues of Bank guarantee / Excise Duty not deposited on
 account of dispute alongwith the amounts involved and the forum where
 dispute is pending is given as under:
 
  Nature                Amount           Forum at which pending
                      Rs. in Lacs
 
 Bank Guarantee          141.04                     --
 
 Excise Duty             228.83                   CESTAT
 
 
 
 X.  The Company has not incurred any cash losses during the financial
 year and in the immediately preceding financial year, nor does it have
 any accumulated losses.
 
 XI.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 Financial Institutions or Banks.
 
 XII.  The Company has not granted any loans and advances on the basis
 of any security by way of pledge of shares, debentures and other
 securities.
 
 XIII.  As explained, the Company is not a chit fund or a nidhi / mutual
 benefit fund / society.  Accordingly, the provisions of clauses 13 (a)
 to (d) of Para 4 of the Companies (Auditors Report) Order are not
 applicable to the Company.
 
 XIV.  As explained and verified, the Company is not engaged in dealing
 or trading in shares, securities, debentures and other investments.
 
 XV.  As explained and verified, the Company has not given any guarantee
 for loans taken by others from Banks or Financial Institutions.
 
 XVI.  The Company has not obtained any term loan during the year.
 Accordingly, the provisions of clauses 16 of Para 4 of the Companies
 (Auditors Report) Order are not applicable to the Company.
 
 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. According to the information and explanations given to us and
 verified by us, the Company has not made any preferential allotment of
 shares during the year to parties and companies covered in the Register
 maintained under section 301 of Companies Act, 1956.
 
 XIX.  According to the information and explanations given to us the
 Company has not issued any Debentures during the year.
 
 XX.  According to the information and explanations given to us the
 Company has not raised any money from the public during the year
 through public issue.
 
 XXI.  According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
 For T.R.Chadha & Co.
 
 Chartered Accountants
 
 Firm Registration No. 006711N
 
 
 
 Kashyap Vaidya
 
 Partner
 
 Membership No. 037623
 
 Place: Mumbai 
 
 Date : 29th May, 2010