We have audited the attached Balance Sheet of SONATA SOFTWARE LIMITED,
 as at 31 st March 2011, and also the Profit and 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.
 
 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 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.
 
 As required by the Companies (Auditors Report) Order, 2003 duly
 amended by DCA notification G.S.R. 766(E) dated 25th November 2004
 (hereinafter to be referred to as  the Order) 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.
 
 Further to our comments in the Annexure referred to 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 account as required by law have
 been kept by the company so far as appears from our examination of such
 books;
 
 3.  The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 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 (3C) of section 211 of the
 Companies Act, 1956 to the extent applicable;
 
 5.  On the basis of written representations received from the directors
 and taken on record by the Board of Directors, we report that none of
 the directors is disqualified from being appointed as a director in
 terms of clause (g) of sub-section (1) of section 274 of the Companies
 Act, 1956;
 
 6. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 notes thereon 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 31 st March, 2011;
 
 b.  in the case of the Profit and Loss Account, of the profit 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 AUDITORS REPORT OF EVEN DATE
 
 (I) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of its fixed
 assets.
 
 (b) Physical verification of major assets was conducted by the
 management during the 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 as compared with the
 book records.
 
 (c) During the year, the Company has not disposed off substantial part
 of its fixed assets.
 
 (ii) The Company does not have any inventory during the year.
 Accordingly clause (a), (b) & (c) are not applicable to the Company for
 the year.
 
 (iii) (a) During the year Company has granted unsecured loan to company
 listed in the register maintained under section 301 of the Companies
 Act, 1956.
 
 No of            Amount outstanding          Maximum amount
 Parties          as at 31.03.2011 (Rs)       outstanding
                                              during the year (Rs)
 
 1                    19.40 crores              49.00 crores
 
 
 (b) The rate of interest and other terms and conditions of the loans
 given by the Company are prima facie not prejudicial to the interest of
 the Company.
 
 (c) The receipt of the principal amount and interest are also regular.
 
 (d) As the loan is repayable on demand, there is no amount overdue for
 the principal and interest.
 
 (e) During the year the Company has not taken any loans, secured or
 unsecured loan from parties listed in the register maintained under
 section 301 of the Companies Act, 1956. Accordingly clause (f) and (g)
 are not applicable.
 
 (iv) In our opinion, there are adequate internal control systems
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventory, fixed assets and for the
 sale of goods and services. During the course of our audit, no major
 weakness has been noticed in the internal controls.
 
 (v) There are no transactions that need to be entered into the register
 in pursuance of section 301 of the Companies Act 1956.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) The Company has an adequate internal audit system, which was
 conducted by an independent firm of Chartered Accountants, which in our
 opinion is commensurate with the size and nature of its business.
 
 (viii) Maintenance of cost records has not been prescribed by the
 Central Government under section 209(1)(d) of the Act.
 
 (ix) (a) The Company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and protection fund, employees state
 insurance, income- tax, sales-tax, wealth-tax, service tax, custom
 duty, excise, cess and any other statutory dues applicable to it.
 
 (b) The dues of income tax and service tax that have not been deposited
 on account of dispute, the amount involved and the forum where the
 dispute is pending is detailed in the statement attached.
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 (xi) The Company has no dues to any financial institution or bank or
 debenture holders.
 
 (xii)The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 (xiii) The Company is not a chit/nidhi/mutual benefit fund/society.
 
 (xiv) Proper records have been maintained of the transactions and
 contracts in relation to investments and timely entries have been made
 therein. We also report that the company has held the investments in
 its own name.
 
 (xv)The Company has given a guarantee for loan taken by the wholly
 owned subsidiary. The terms and conditions are not prejudicial to the
 company.
 
 (xvi) The Company has not obtained any term loans.
 
 (xvii) The Company has not raised any fund on short-term basis.
 
 (xviii)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.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) Based upon the audit procedures performed and information and
 explanations given by the management, we report that no fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
                                           For N. M. Raiji & Co.,
                                           Chartered Accountants 
                                         Registration No: 108296W
 
                                                   CA.Y N Thakkar
                                     Partner Membership No: 33329
 
 Place: Mumbai
 Date : 20th April, 2011