1.  We have audited the attached Balance Sheet of M/S PRITHVI SOFTECH
 LIMITED, (formerly known as Octagon Technology Limited) as at 31st
 March 2011, the Profit and Loss Account and also the Cash Flow
 Statements 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 as to whether the
 financial statements are free from 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 (Auditor''s Report) Order, 2003, issued
 by the Central Government of India, as amended by Finance Act, 2004, in
 terms of section 227 (4A) 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 report that:
 
 (i) 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,
 
 (ii) 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 and proper returns adequate for the purposes of our audit
 have been received from the branches not visited by us.
 
 (iii) In our opinion, the Balance sheet and the Profit and Loss Account
 dealt with by this report comply with the Accounting Standards referred
 to in sub-section (3C) of Section 211 of the Companies Act,1956.
 
 (iv) On the basis of representations received from the Directors of the
 Company as at 31st March,2011 and taken on record by the Board of
 Directors, we report that no director is disqualified as on 31st March
 2011 from being appointed as a director of the company in terms of
 clause (g) of sub-section (1) of section 274 of the Companies Act,1956
 and,
 
 (v) In our opinion and to the best of information and explanations
 given to us, the said accounts read together with the company''s
 accounting policies and the notes thereto, 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.
 
 a) In the case of the Balance Sheet, of the state of affairs of the
 company as at March 31, 2011.
 
 b) In the case of the Profit & Loss Account, of the profit of the
 company for the year ended on that date, and
 
 c) 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
 
 Referred to in para 3 of the Auditor''s Report to the members of M/s.
 PRITHVI SOFTECH LIMITED for the year ended 31st March, 2011.
 
 1.  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 by the management as
 per a phased program of verification. In our opinion, the frequency of
 such verification is reasonable having regard to the size of the
 company and the nature of its assets. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verification.
 
 c.  Fixed assets disposed of during the year were not substantial, so
 as to affect the going concern status of the company.
 
 2.  a.  The management, at reasonable intervals, has physically
 verified the inventories during the year. In our opinion, the frequency
 of such verification is reasonable.
 
 b.  The procedure of physical verification of inventories followed by
 the management is reasonable and adequate in relation to the size of
 the company and the nature of its business.
 
 c.  The company has maintained proper records of inventory. We are
 informed that no material discrepancies were noticed during physical
 verification of inventory.
 
 3.  The company has neither granted nor taken any loan, secured or
 unsecured, to / from companies, firms and other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is adequate internal control system commensurate
 with the size of the company and nature of its business for the
 purchase and sale of inventory and fixed assets. During the course of
 our audit, we have not noticed any continuing failure to correct any
 major weakness in the internal control system.
 
 5.  According to the information and explanations given to us, we
 report that there are no such transactions made in pursuance of
 contract or arrangements referred to in section 301 of the Companies
 Act, 1956, exceeding the value of Rupees five lakhs,in respect of any
 party during the year.
 
 6.  According to the information and explanations given to us, the
 company has not accepted any deposit from the public during the year
 and as such the compliance with the directives of the Reserve Bank of
 India, provisions of Section 58A, Section 58AA, or any other relevant
 provisions of the Companies Act, 1956, and the rules framed there under
 are not applicable.
 
 7.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  The Central Government has not prescribed the maintenance of cost
 records under section 209(1) (d) of the Companies Act, 1956 in respect
 of the activities carried on by the company.
 
 9.  a.  According to the information and explanations given to us, the
 company is regular in depositing undisputed statutory dues including
 Provident Fund, Investor Education & Protection Fund, Employees State
 Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs
 Duty, Excise Duty, Cess and any other statutory dues with appropriate
 authorities. According to the information and explanations given to us,
 no undisputed amounts payable in respect of aforesaid dues were in
 arrears, as at 31st March 2011, for a period of more than six months
 from the date of becoming payable.
 
 b.  According to the information and explanations given to us, the
 details of statutory dues which have not been deposited with the
 concerned authorities on account of any dispute are given below.
 
 Particulars       Financial year to 
                   which                Forum where dispute   Amount
                   the matter pertains  is pending            Rs. Lakhs
 
 Income Tax         A.Y 1999-2000        Tribunal               7.69
 
 Income Tax         A.Y 2000-2001        Tribunal               4.46
 
 Income Tax         A.Y 2005-2006        Tribunal              12.61
 
 
 10.  The company has no accumulated losses at the end of the financial
 year. The company has neither incurred cash losses during the financial
 year covered by the audit nor in the immediately preceding financial
 year.
 
 11.  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, banks or debenture holders.
 
 12.  The company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The company is not a chit fund, nidhi or mutual benefit
 fund/society.
 
 14.  The company has maintained proper records of the transactions and
 contracts in respects of trading or dealing of shares, securities,
 debentures and other investments, wherein timely entries have been made
 by the company so far as appears from our examination of those records.
 The shares, securities, debentures and other investments have been held
 by the company in its own name, except to the extent exemption granted
 under Section 49 of the Companies Act 1956.
 
 15.  According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 16.  The company has not obtained any term loan during the year.
 
 17.  According to the information and explanations given to us and on
 an 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.
 
 18.  According to the information and explanations given to us, the
 company, during the year under audit, has not made any preferential
 allotment of shares to parties & companies covered in the register
 maintained under section 301 of the Companies Act, 1956.
 
 19.  The company has not issued any debenture during the year.
 
 20.  The company has not raised any money by way of public issue during
 the year.
 
 21.  According to the information and explanations given to us, during
 the course of audit carried out by us, no fraud on or by the company
 has been noticed by or reported to us during the year under report.
 
 
                                           For CHANDARANA & SANKLECHA
 
                                                Chartered Accountants
 
                                               Firm Regn.No : 000557S
 
                                                 BHARAT RAJ SANKLECHA
 
 Place : Chennai                                           Proprietor
 
 Date : 01/06/2011                               Membership No.027539