1.  We have audited the attached Balance Sheet of SOFTWARE TECHNOLOGY
 GROUP INTERNATIONAL LIMITED., as at 31st MARCH, 2011, and also the
 Profit and Loss Account and the Cash Flow Statement for the Eighteen
 months period from 1st October, 2009 to 31st March 2011, 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 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 as
 amended by the Companies (Auditors Report) (Amendment) Order 2004,
 issued by the Central Government of India in terms of sub-section (4A)
 of section 227 of the Companies Act, 1956, and on the basis of such
 checks of the books and the records of the Company as we considered
 appropriate and according to the information and explanation given to
 us, we enclose in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said Order.
 
 4.  Subject to balance confirmation and reconciliation of debtors,
 creditors and other parties including loans and advances and some
 inoperative bank accounts (See note 1(c) of schedule 22 - notes forming
 part of the accounts) and 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 purposes 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.
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 accounts.
 
 (iv) In our opinion, the Balance Sheet and 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.
 
 (v) On the basis of written representation received from the directors,
 as on 31st March, 2011 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2011 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956;
 
 (vi) Subject to balance confirmation and reconciliation of debtors,
 creditors and other parties including loans and advances and some
 inoperative bank accounts (See note 1(c) of schedule 22 - notes forming
 part of the accounts), in our opinion and to the best of our
 information and according to the explanations given to us, the said
 accounts read in conjunction with schedules 1 to 22, 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 31st March, 2011;
 
 (b) In the case of the Profit and Loss Account, of the Profit for the
 eighteen months period ended on that date; and
 
 (c) In the case of the Cash Flow Statement, of the cash flows of the
 company for the eighteen months period ended on that date.
 
 ANNEXURE REFERED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE TO
 THE MEMBERS OF SOFTWARE TECHNOLOGY GROUP INTERNATIONAL LTD.  ON THE
 ACCOUNTS FOR THE EIGHTEEN MONTHS PERIOD ENDED MARCH 31, 2011
 
 1.  In respect of Fixed Assets:
 
 a) The Company has maintained proper records to show full particulars,
 including quantitative details and situation of its fixed assets on the
 basis of available information.
 
 b) As explained to us, fixed assets of the Company are physically
 verified by the Management according to a phased program designed to
 cover all the terms over a period of one year, which in our opinion is
 reasonable having regard to the size of the Company and nature of its
 assets. No material discrepancies were noticed on such verification.
 
 c) In our opinion, the company has not disposed off substantial part of
 the fixed assets during the Eighteen months period ended on 31.03.2011
 and the going concern status of the Company is not affected.
 
 2.  In respect of inventories:
 
 a) According to the information and explanations given to us, the
 management has physically verified the stocks of books within a
 reasonable interval during the Eighteen months period ended on
 31.03.2011.
 
 b) In our opinion and according to the information and explanation
 given, the procedure of physical verification of stock of books
 followed by the management is reasonable and adequate in relation to
 the size and the nature of its business.
 
 c) The company has maintained proper records of stock of books. As
 explained to us no material discrepancies were noticed on physical
 verification of stock of books as compared with the records.
 
 3.  In respect of the loans secured or unsecured, granted or taken by
 the company to/from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956:
 
 a) The company has not granted any loan to other companies and other
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956.
 
 b) The company has taken unsecured loan from other companies and other
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956 details are as follows:
 
 S.
 NO. PARTY NAME         CLOSING          Maximum Amount
                        BALANCE          outstanding at any
                                         time during the
                                         Eighteen months
                                         period ended on
                                         31.03.2011.
 
 1   Associated Tech 
     Plastic Pvt. Ltd.  55673379.00       1089048.00
 
 2   Directors          46806195.13      40945720.00
 
 c) In our opinion and according to the information and explanation, the
 rate of interest and other terms and conditions of loans taken by the
 company are not prima facie prejudicial to the interest of the company.
 
 d) There are no stipulated terms of repayment thus the overdue amounts
 cannot be determined.
 
 4.  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 fixed assets and with regard to
 the sale of services. Further during the course of our audit we have
 neither come across nor have been informed of any instance of any
 continuing major weaknesses in the internal control procedures.
 
 5.  In respect of the contracts or arrangements referred to in Section
 301 of the Companies Act, 1956.
 
 a) In our opinion and according to the information and explanations
 given to us, the transactions in pursuance of contracts or arrangements
 that need to be entered into the register maintained under section 301
 of the Companies Act, 1956 have been so entered.
 
 b) 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 Eighteen months period ended on
 31.03.2011 have been made at prices which appear reasonable as per the
 information available with the Company.
 
 6.  According to the information and explanation given to us, the
 company has not accepted any deposit from Public. As such requirement
 of compliance with the provisions of clause (vi) of the paragraph 4
 regarding sections 58A and 58AA of the Companies Act 1956 and the rules
 framed there under is not applicable.
 
 7.  In our opinion and according to the information and explanation
 given, the company has an in house internal audit system commensurate
 with the size and nature of its business.
 
 8.  According to the information and explanation given to us,
 maintenance of cost records under section 209(1) (d) of the Companies
 Act, 1956 have not been prescribed to the company by the Government of
 India.
 
 9.  In respect of Statutory dues: 
 
 a) According to the books and records as produced and examined by us in
 accordance with generally accepted auditing practices in India and also
 based on Management representations, undisputed statutory dues as at
 31.3.2011towards Income Tax Deducted at Source of Rs.  40,73,489/-,
 Provident Fund of Rs 56,93,900/-, ESI of Rs.6,30,777/- Service Tax of
 Rs.1,29,05,259/- and Professional Tax of Rs 94,663/-, furthermore,
 during the Eighteen months period ended on 31.03.2011, no Statutory
 dues have been deposited. We are informed that the provisions of
 central excise act 1944 are not applicable to the company.
 
 b) According to information and explanation given to us, there are no
 dues of wealth tax, sales tax, excise duty, custom duty, and cess,
 which have not been deposited on account of any dispute, however a
 Demand was raised by the Income Tax Department, which is under Appeal,
 details are given below:-
     
 Nature of            Amount        Year to which     Forum where
 the Dues              (Rs)         amount relates    dispute
                                    (Assessment Year) is pending
 
 Income Tax         667931.00       1998-99           I.T.A.T. (Appeal)
 
 Income Tax        1734728.00       2000-01           I.T.A.T. (Appeal)
 
 Income Tax         911073.00       2001-02           C.I.T. (Appeal) 
 
 Total             3313732.00
 
 10.  In our opinion, company has accumulated losses more than 50% of
 its net worth as at 31st March, 2011 however, the Company has not
 incurred any cash loss either during the Eighteen months period ended
 on that date or in the immediately preceding financial year.
 
 11.  According to the records of the Company and on the basis of
 verification and explanations given to us, it has repaid cash credit
 facility obtained from the Jammu & Kashmir Bank. The company has not
 issued any debentures during the period.
 
 12.  In our opinion and according to information and explanation given
 to us, company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  In our opinion and according to information and explanation given
 to us, the company is not a chit fund or a Nidhi/mutual benefit fund /
 society. Therefore, the provisions of clause (xiii) of paragraph 4 of
 the Companies (Auditors Report) Order, 2003 are not applicable to the
 company.
 
 14.  In our opinion and according to the information and explanations
 given to us, the company is not dealing in or trading in shares,
 securities debentures and other investments. Accordingly, the
 provisions of clause (xiv) of paragraph 4 of the Companies (Auditors
 Report) Order, 2003 are not applicable to the company.
 
 15.  In our opinion and according to the information and explanations
 given to us, the company has not given guarantees for loans taken by
 others from banks or financial institutions.
 
 16.  In our opinion and according to the information and explanations
 given to us and on an overall examination of the balance sheet of the
 company, term loans have been applied for the purpose for which they
 were raised.
 
 17.  In our opinion and 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 assets except permanent working capital.
 
 18.  In our opinion and according to the information and explanations
 given to us, 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.
 
 19.  In our opinion and according to the information and explanations
 given to us, the Company has not issued any secured / unsecured
 debentures during the Eighteen months period ended on 31.03.2011.
 
 20.  In our opinion and according to the information and explanations
 given to us, the Company has not raised any money by public issue
 during the Eighteen months period ended on 31.03.2011.
 
 21.  In our opinion and according to the information and explanations
 given to us, no material fraud on or by the company has been noticed or
 reported during Eighteen months period ended on 31.03.2011.
 
 
                                                      BAWEJA AND KAUL
                                                Chartered Accountants
                                                          FRN:005834N
 
                                                      Samvit K Gurtoo
                                                              Partner 
                                                        M. No. 090758
 
 Place : New Delhi 
 Date  : 28-05-2011