6.  I have audited the attached Balance Sheet of M/s. Softech Infinium
 Solutions Limited as at 31st March, 2012 and also the Profit & Loss
 Account for the year ended on that date annexed thereto. 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.
 
 7.  I conducted my 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. 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 the Management, as well as evaluating the overall Financial
 Statements presentation. I believe that my Audit provides a reasonable
 basis for my opinion.
 
 8.  As required by the Companies (Auditor''s Report) Order, 2003
 issued by the Central Government of India in terms of Section 227 (4A)
 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 to the
 extent they are applicable to the Company.
 
 9.  Further to my comments in the Annexure referred to above, I report
 that:-
 
 a) I have obtained all the information and explanation which to the
 best of my knowledge and belief were necessary for the purpose of my
 Audit.
 
 b) In my opinion, proper Books of Accounts as required by Law have been
 kept by the Company, so far as it appears from my examination of such
 books.
 
 c) The Balance Sheet, Profit and Loss Account referred to in this
 Report are in agreement with the Books of Account produced.
 
 d) In my opinion the Balance Sheet, Profit & 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.
 
 e) On the basis of written representation received from the directors,
 and taken on record by the Board of Directors, in my opinion, none of
 the directors is disqualified from being appointed as director u/s.274
 (1)(g) of Companies Act, 1956.
 
 In my opinion and to the best of my information and according to the
 explanations given to me, the said Accounts read together with the
 Notes thereon and significant Accounting Policies, subject to my
 observation in Para (5) above 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, 2012.
 
 ii.  In the case of Profit and Loss Account, Profit for the year ended
 on that date;
 
 ANNEXURE REFERRED TO IN MY REPORT OF EVEN DATE:
 
 1.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of Fixed Assets.
 
 2.  I have informed that the fixed assets have been physically verified
 by the Management at reasonable intervals.
 
 3.  Substantial part of the Fixed Assets has not been sold during the
 year under review affecting Going Concern.
 
 4.  The stock of inventory has been physically verified during the year
 by the management at reasonable intervals. In my opinion the procedure
 of physical verification of inventory followed by the management
 reasonably and adequate in relation to the size of the company and the
 nature of its business.  The company is not maintaining proper records
 of inventory.
 
 5.  During the year, the Company has availed Loans from Companies,
 other parties listed in the Register maintained u/s.301 of the
 Companies Act, 1956.
 
 6.  According to the information and explanations given to me, the
 transactions are duly entered into the Register maintained under
 Section 301 of the Companies Act, 1956 for the year under review. The
 Loans are unsecured, interest free and are not prima facie, prejudicial
 to the interest of company.
 
 7.  In my opinion and according to the information and explanations
 given to me, there are adequate Internal Control Procedures
 commensurate with the size of the Company and the nature of its
 business for the purchase and sale of Fixed Assets. During the course
 of my Audit, I have not observed any continuing failure to correct
 major weakness in Internal Control.
 
 8.  According to the explanation given to me, there are no transactions
 of purchase of goods and materials and sale of goods, materials and
 service made in pursuance of Contracts or Arrangements that are
 required to be entered in the Register maintained under Section 301 of
 the Companies Act, 1956 and exceeding the value of Rs.5 lakhs in
 respect of any Party during the year.
 
 9.  The Company has not accepted any Deposits from the Public during
 the year.  So, the Section 58A prima facie do not apply. The provisions
 of Section 58AA are not attracted as the Company has not accepted any
 deposits.
 
 10.  In my opinion and according to the information and explanations
 given to me, the Company has formalized system of internal audit.
 
 11.  The Central Government has not prescribed the maintenance of Cost
 Records under Section 209(1) of the Companies Act, 1956 for any of the
 products of the Company:
 
 a) The examination of the books and records of the company reveal that
 the Company has not been covered by the provisions of State Insurance,
 Service Tax Act and Provident Fund Acts.
 
 b) The company has no arrears of Central Excise, Sales Tax or other
 Statutory dues as at 31st March, 2011 for a period of more than six
 months from the date of becoming payable. During the year under audit,
 the service tax becomes payable only on receipt of payment from the
 customer. However for the period 2010-2011and 2011-2012 there is Income
 Tax arrears of Rs.8.15 Lakhs and 14.36 Lakhs, which should have been
 paid by 15/3/2011 and 15/3/2012 respectively as advance tax.
 
 12.  The examination of books and records shows that the company has no
 accumulated losses. The Company has not incurred Cash Losses during
 this Financial Year covered by my Audit and also has not incurred cash
 losses in the immediately preceding Financial Year.
 
 13.  The Company has no dues to a financial institution or bank or
 debenture holders during the financial year ended 31st March, 2012.
 
 14.  The Company has not granted any Loans or Advance on the basis of
 Security by way of pledge of Shares, Debentures and other Securities.
 
 15.  The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund /
 Society.  Therefore, Clause 4(xiii) of the Companies (Auditors Report)
 Order, 2003 is not applicable to the Company.
 
 16.  The Company is not dealing in or trading in Shares, Securities,
 Debentures and other Investments.
 
 11.  In my opinion and according to the information and explanations
 given to me, the Company has not given to any Guarantee for any loans
 taken by others from Banks and financial institutions.
 
 18.  To the best of my knowledge and belief and according to the
 information and explanations given to me, no term loan was availed by
 the Company during the year.
 
 19.  According to the information and explanations given to me, and on
 an overall examination of the financial records of the Company, funds
 have not been raised on short term basis during the year and used for
 long term investment and vice versa.
 
 20.  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 Companies Act, 1956.
 
 21.  According to the information and explanations given to me and the
 Records examined by me, no Debentures have been issued during the year.
 
 22.  The Company has not raised any money by way of Public Issue during
 the year.
 
 23.  To the best of my knowledge and belief and according to the
 information and explanations given to me, no fraud in or by the Company
 was noticed or reported during the Financial year, that cause the
 Financial Statements to be materially misstated.
  
                                               D.SHARATHKUMAR 
                                           CHARTERED ACCOUNTANT
 
 Place : Chennai                                200 / 24568.
 
 Date : 04-09-2012