Intellvisions Software

1.  We have audited the attached Balance Sheet of INTELLVISIONS
 SOFTWARE LIMITED as at 31s1 March, 2009 and the Profit & 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 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 disclosure 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
 section 227 of the Companies Act, 1956, we enclose 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 state that:
 
 (a) We have obtained all the information and explanations, which in the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 (b) In our opinion, the Company has kept proper books of account as
 required by law so far as appears from our examination of such books.
 
 (c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 referred to in this report are in agreement with the books of account.
 
 (d) In our opinion the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement comply with the mandatory accounting standards referred
 to in Section 211(3C) of the Companies Act, 1956.
 
 (e) As per the information and explanation provided to us, none of the
 Directors are disqualified from being appointed as Directors under
 section 274 (1) (g) 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 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 on 31s1 March 2009.
 
 (ii) In the case of the Profit & Loss Account, of the Profit of the
 Company 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 AUDIT REPORT
 
 (INTELLVISIONS SOFTWARE LIMITED)
 
 Referred to in paragraph 3 of our report of even date.
 
 1) The nature of the Companys business/activities during the year have
 been such that clauses (xii), (xiii), (xiv), (xix) and (xx) of
 paragraph 4 of the Companies (Auditors Report) Order, 2003 are not
 applicable to the Company for the year.
 
 2) In respect of its fixed assets
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 b) The fixed assets have been physically verified during the year by
 the Management at regular intervals and no material discrepancies were
 noticed on such verification.
 
 c) The Company has not disposed off any substantial asset to effect the
 going concern.
 
 3) In respect of its inventories
 
 a) As explained to us, inventories have been physically verified during
 the year by the Management. In our opinion, the frequency of
 verification is reasonable.
 
 b) In our opinion, the procedures of physical verification of
 inventories followed by the Management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 c) On the basis of our examination of the record of inventories, we are
 of the opinion that the Company is maintaining proper records of
 inventory. The discrepancies noticed on verification between the
 physical stocks and the book records were not material and were
 properly dealt with in the books of account.
 
 4) According to the information and explanations given to us, 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 Act.
 
 5) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods. During the course of our audit, we have
 not observed any continuing failure to correct major weaknesses in
 internal controls.
 
 6) The Company has not entered into a transaction which needs to be
 entered into a register in pursuance of section 301 of the Act.
 
 7) In our opinion and according to the information and explanations
 given to us, Company has not accepted any deposits from the public with
 in the meaning of the provisions of Sections 58A and 58AA of the
 Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,
 1975.
 
 8) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 9) Clause (d) of sub-section 1 of section 209 for maintenance of cost
 records as prescribed by Central Government is not applicable to the
 Company.
 
 10) In respect of statutory dues
 
 a) According to the records of the Company, the Company is regular in
 depositing with appropriate authorities undisputed statutory dues
 including provident fund, investor education protection fund,
 employees state insurance, income-tax, sales-tax, wealth-tax, customs
 duty, excise duty, cess and other statutory dues applicable to it.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, customs duty and excise duty were outstanding, as at 31 March 2009
 for a period of more than six months from the date they became payable
 
 11) The Company has no accumulated losses as at the end of the year and
 the Company has not incurred any cash losses during current and the
 immediately preceding financial year.
 
 12) According to the information and explanations given by the
 Management, we are of the opinion that the Company has not defaulted in
 repayment of dues to financial institutions and banks.
 
 13) In our opinion, the Company has not given any guarantee for loan
 taken by others from banks or financial
 
 institutions.
 
 14) In our opinion, the Company has not taken any term loan during the
 year.
 
 15) According to the Cash Flow Statement and other records examined by
 us and the information and explanations given to us, on an overall
 basis, funds raised on short term basis have, prima facie, not been
 used during the year for long term investment and vice versa.
 
 16) The Company has not made any preferential allptment of shares to
 parties and companies covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 17) To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
                                                  For Y. Raghuram & Co
                                                  Chartered Accountants
 
                                                        Y Raghuram 
                                                          Partner
 
 Place : Mumbai Date : 26.06.2009