1.  We have audited the attached balance sheet of V & K Softech Limited
 as at 31st March 2011 and also the Profit and Loss Account and also the
 Cash Flow Statement 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 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. We believe that our audit provides the
 reasonable basis for our opinion.
 
 3.  We report that:
 
 a.  As required by the Companies (Auditors'' Report) Order, 2003, issued
 by the 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:
 
 b.  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.
 
 c.  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.
 
 d.  The balance sheet, profit and loss account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account.
 
 e.  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, in so far as they are applicable to the Company.
 
 f.  On the basis of the written representations 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.
 
 g.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give in conjunction
 with the Schedules annexed therewith, 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 :
 
 1.  In the case of balance sheet, of the state of affairs of the
 companies as at 31st March 2011.
 
 2.  In the case of the profit and loss account of the profit for the
 period ended on that date.
 
 3.  In the case of the cash flow statement of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (V & K Softech Limited) [Referred to in paragraph 3 (a) thereof]
 
 1 a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation of the fixed
 assets.
 
 b) As explained to us, the management has physically verified the fixed
 assets during the year and there is a regular programme of verification
 which, in our opinion is reasonable having regard to the size of the
 Company and the nature of the assets. No material discrepancies were
 noticed.
 
 c) The Company has not disposed off any part of its Fixed Assets during
 the year.
 
 2.  The Company is engaged in the business of Business Process
 Outsourcing (BPO) and development of Software Products. According to
 the information and explanations given to us by the management the
 Company does not hold any inventory and hence in our opinion paragraph
 2 of the order is not applicable.
 
 3.  a) The Company has not granted any loans, secured or unsecured to 
 companies, firms or other parties listed in the register maintained under 
 Section 301 of the Companies Act 1956.
 
 b) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties listed 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 are adequate internal control systems commensurate
 with the size of the Company and the nature of its business for the
 purchase of fixed assets and for the sale of services.
 
 5.  In our opinion and according to the information and explanations
 given to us there are no contracts or arrangements that need to be
 entered into the register maintained under Section 301 of the Companies
 Act, 1956.
 
 6.  In our opinion and according to information and explanations given
 to us, the Company has not accepted deposits from public.
 
 7.  The Company is having internal audit system.
 
 8.  To the best of our knowledge and belief the Central Government has
 not prescribed the maintenance of cost records under Section 209 (1)
 (d) of the Companies Act, 1956.
 
 9.  a) According to the information and explanations given to us the 
 particulars of undisputed statutory dues of provident fund, employees 
 state insurance and income tax were in arrears as at 31st March 2011 for 
 a period of more than six months from the date they became payable and 
 which have not been deposited are for Rs. 2,87,194/-, the amount relates 
 to Previous year 2009-10, No dues for the current year is pending.
 
 b) The Company does not have any disputed dues of sales tax / income
 tax / customs / wealth tax / excise duty /cess etc. which have not been
 deposited except the Income Tax Demand of Rs. 23, 10, 837/- for the
 assessment year 2005 - 2006 against which the Company has filed an
 appeal with ITAT, although the Income Tax Department has set off this
 liability against the Income tax Refund due for the A.Y.2010-2011.
 Therefore, the matter would be finalized on the order of ITAT.
 
 10.  The Company has no accumulated losses at the end of the financial
 year. The Company has not incurred any cash losses during the financial
 year and the immediately preceding financial year.
 
 11.  According to the information and explanations given to us the
 Company has no dues to any financial institutions, bank or to debenture
 holders during the year.
 
 12.  According to the information and explanations given to us, the
 Company has not granted any loans or advances on the basis of
 securities by way of pledge of shares, debentures and other securities.
 
 13.  The Company is not a chit fund or nidhi / mutual benefit fund /
 society and therefore the provisions of special statute under paragraph
 (13) of the order are not applicable to the Company.
 
 14.  In our opinion and the information and explanations given to us
 the Company is not dealing or trading in shares, securities, debentures
 and other investments.
 
 15.  According to the information and explanations given to us the
 Company has not given the guarantee for loans taken by others from
 banks or financial institutions.
 
 16.  According to the information and explanation given to us the
 Company has not raised any term loans.
 
 17.  Based on information and explanations given to us and on an
 overall examination of the balance sheet of the Company in our opinion
 there are no funds raised on a short term basis which have been used
 for long term investment.
 
 18.  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 during the year.
 
 19.  According to the information and explanations given to us the
 Company has not issued any debentures during the year under
 consideration.
 
 20.  According to the information and explanations given to us the
 Company has not raised any money by public issues during the year.
 
 21.  According to the information and explanations given to us, during
 the year no material fraud on or by the Company has been noticed or
 reported.
 
                                       For Venkata Srinivas Associates 
                                       Chartered Accountants, 
                                       Firm Regn. No.007441S
 
                                       Sd/-
 
                                       C. V. M. Srinivas
                                       Prop.
                                       M. No. 202765
 
                                       Hyderabad, 28th May, 2011