Omnitech Infosolutions

1.  We have audited the attached Balance Sheet of OMNITECH
 INFOSOLUTIONS LIMITED, as at 31st March 2009 and the attached Profit &
 Loss account and the Cash Flow statement of the Company 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 have conducted our audit in accordance with auditing standards
 generally accepted in India. Those standards require that we plan &
 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. I believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditors Report] Order, 2003, (the
 said order) issued by the Central Government of India in terms of
 Section 227(4A] of the Companies Act, 1956, (the Act), as amended by
 the Companies (Auditors Report) amendment Order, 2004, and on the basis
 of such checks of the books and records as we considered necessary and
 appropriate and according to the information and explanation given to
 us during the course of our audit.  We enclose in the Annexure a
 statement on the matter specified in paragraph 4 and 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to in Paragraph 3
 above, We report that:
 
 1.  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.
 
 2.  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
 those books.
 
 3.  The Balance Sheet, Profit & Loss Account and Cash Flow statement
 dealt with by this report are in agreement with the books of accounts.
 
 4. In our opinion, the Balance Sheet , Profit and Loss Account and Cash
 Flow statement dealt with by this report comply with the Accounting
 Standards referred to in Sub-Section (30 of Section 211 of the
 Companies Act, 1956, subject to the following, and read with point no.
 4 of notes to accounts.  Till the year March, 2008 the company was
 providing depreciation on software @ 16.21 % on Straight Line method as
 specified under Schedule XIV to the Companies Act, 1956. However in
 line with Accounting Standard 26 (Accounting for Intangibles) of ICAI,
 from the year 2008-2009, value of software purchased is depreciated
 over its useful life retrospectively. But for the change as above the
 depreciation would have been higher and profit would have been lower
 by, Rs. 15.02 Lakhs for the year earlier years and depreciation would
 have been lower and profit would have been higher by, Rs. 12.26 Lakhs
 for the year current year.
 
 5.  On the basis of written representations received from the directors
 of the Company as at 31st March 2009 and taken on record by the Board
 of Directors, none of the directors is, prima facie disqualified as on
 above date from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956.
 
 6.  Subject to the forgoing, in our opinion and to the best of our
 information and according to the explanation given to us, the said
 accounts read together with the notes on accounts and other notes
 thereon, give the information as 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 :
 
 a.  In the case of Balance Sheet of the State of affairs of the
 Companys as at 31st March 2009;
 
 b.  In the case of the Profit & Loss Account ,of the profit for the
 year ended on that date; and
 
 c.  In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure to the Auditors Report
 
 (Referred to in paragraph 3 of our report: of euen date)
 
 i. (a] The company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (bl The fixed assets are physically verified by the Management at
 reasonable intervals having regard to size of the Company and n ature
 of its assets. We have been informed that no material discrepancies
 were noticed during such physical verification.
 
 (c) According to information and explanation given to us, we are of the
 opinion that during the year, the company has not sold/disposed off any
 substantial part of its fixed assets; accordingly, going concern is not
 affected and hence the provisions of sub clause |c] of clause (i] of
 this order are not applicable.  ii. (al According to information and
 explanation given to us, the inventory has been physically verified
 during the year by the management at regular intervals. In our opinion,
 the frequency of verification carried out by the management is
 reasonable.
 
 lb] In our opinion and according to the information and explanations
 given to us, 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) In our opinion and according to the information and explanations
 given to us, the company is maintaining proper records of inventory.
 The discrepancies noticed on physical verification of inventories as
 compared to book records were not material.
 
 iii. The Company has neither granted nor taken any loans, secured or
 unsecured, from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Act. As the Company has
 neither granted nor taken any loans, secured or unsecured, from
 companies, firms or other parties listed in the Register maintained
 under Section 301 of the Act, paragraphs of lin] (bl, (iii) (c) and
 (iii) (dl of the Order are not applicable.
 
 iv. 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 for the purchase of inventory, fixed assets and for the sale
 of goods.  Further based on our examinations and according to the
 information and explanations given to us, we have neither come across
 nor have we been informed of any major I
 
 weakness in the internal control.  v. (a) According to the information
 and explanations given to us, we are of the opinion that the
 transactions that need to be entered into the register maintained under
 section 301 of the Companies Act, 1956, if any, have been so entered.
 (bl In our opinion and according to the information and explanations
 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 lakhs in
 respect of any party during the year have been made at prices which are
 reasonable having regards to prevailing market prices at the relevant
 time.
 
 vi. The Company has not taken any deposits from the public within the
 meaning of section 58 - A & 58 AA of the Companies Act, 1956 and the
 Companies (Acceptance of Deposit) rules 1975 and hence the provisions
 of the clause of 4(vi) of the Companies (Auditors Report! Order, 2003
 (as amended) are not applicable to the company.
 
 vii.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii.  In our opinion and according to the information and explanations
 given to us, the maintenance of cost records has not been prescribed by
 the Central Government under section 209 (Did) of the Companies Act,
 1956, for the products manufactured/traded by the Company.
 
 ix.  (a) Undisputed Statutory dues including provident fund, investor
 education and protection fund, employees state insurance, income tax,
 value added tax, wealth tax, service tax, custom duty, excise duty,
 cess and other material statutory dues applicable to it, have generally
 been regularly deposited with the appropriate authorities though there
 has been a slight delay in a few cases.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax,
 service tax, sales tax, customs duty, excise duty and cess were in
 arrears, as at 31st March 2009 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 vat tax, customs duty, wealth tax, excise duty and cess
 which have not been deposited on account of any dispute.  Company has
 paid income tax of Rs. 35.00 Lakhs upto 31.03.2009 and additional Rs.
 25.00 Lakhs till date on account of dispute for the assessment year
 2006-2007 for which assessment was completed during the period under
 audit, raising a demand of Rs. 2.88 Crores. Company has preferred as
 appeal with Commissioner of Income Tax (Appeal) - VII on 30.01.2009.
 
 x.  The company has neither accumulated losses as at 31st March 2009
 nor it as incurred cash losses during the financial year ended on that
 date and the immediately preceding financial year.
 
 xi. In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayments of dues to
 banks or financial institution as at balance sheet date.
 
 xii. In our opinion and according to information and explanations given
 to us, 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. In our opinion, the company is not a chit fund or a nidhi mutual
 benefit fund/society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditors Report) Order, 2003 are not applicable to the
 company.
 
 xiv. In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments except those
 investment which are held as investments.  Accordingly the provisions
 of clause A (xiv) of the companies (Auditors Report) are not
 applicable to the company.
 
 xv. According to information and explanation given to us, the company
 has not given any guarantee for loans taken by others from bank or
 financial institutions.
 
 xvi. In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 xvii. On the overall examinations of the balance sheet of the company,
 in our opinion and according to information and explanations given to
 us, no instances of application of long term funds for short term
 purposes and short term fund for long term purposes were noticed.
 
 xviii. According to the information and explanations given to us, the
 company has not made any preferential allotment of equity shares to
 parties covered in the register maintained under section under section
 301 of the Act, hence the provisions of clause (xviii) are not
 applicable.
 
 xix. The Company has not issued any debentures during the year; hence
 the provisions of clause (xix) are not applicable.
 
 xx. In our opinion, in respect of monies raised by way of public issue
 during the year, the management has disclosed the end use of money
 raised and the same has been verified.
 
 xxi. According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
                                For M/s. KOTHARI & KENIA
                                 [Chartered Accountants]
                                                  Sd/-
                                               Partner
 Place ; Mumbai                     Nailesh R. Kothari
 Date ; 25th May 2009             Membership No. 42367