We have audited the attached Balance Sheet of Vakrangee Softwares
 Limited as at March 31, 2012, 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 Company''s
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 1.  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 prepared, in all material respects, in
 accordance with an identified financial reporting framework and 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.
 
 2.  As required by the Companies (Auditor''s Report) Order, 2003 and
 amendments thereto issued by the Central Government of India in terms
 of Section 227(4A) of the Companies Act, 1956, we annex hereto a
 statement on the matters specified in the paragraphs 4 and 5 of the
 said Order.
 
 3.  Further to our comments in the Annexure referred to in paragraph 2
 above, we report that:
 
 a) 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.
 
 b) In our opinion, proper books of accounts as required by law have
 been kept by the Company as it appears from our examination of those
 books.
 
 c) The said Balance Sheet, the Profit & Loss Account and the Cash Flow
 statement dealt with by this report are in agreement with the books of
 accounts.
 
 d) In our opinion and to the best of our information and according to
 the explanations given to us, the said Balance Sheet and Profit and
 Loss Account comply with the Accounting Standards referred to in
 Section 211(3C) of the Companies Act, 1956.
 
 e) On the basis of written representations received from the directors
 as on March 31, 2012 and taken on record by the Board, we report that
 none of the directors is disqualified as on March 31, 2012 from being
 appointed as a director in terms of clause (g) of subsection (1) of
 section 274 of the Companies Act, 1956.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read together with
 notes appearing 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:
 
 i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2012,
 
 ii) In the case of the Profit and Loss Account, of the profit for the
 year ended on that date.
 
 iii) In the case of Cash Flow Statement, of the Cash Flows of the
 company for the year ended on that date.
 
 Annexure referred to in Paragraph 2 of the Auditor''s Report to the
 members of Vakrangee Softwares Limited for the year ended March 31,
 2012.
 
 As required by the Companies (Auditor''s Report) Order, 2003 and
 amendments thereto and according to the information and explanations
 given to us during the course of the audit and on the basis of such
 checks of the books and records as were considered appropriate we
 report that:
 
 (i) a) The Company has maintained proper records showing full
 particulars, including quantitative details and situations of fixed
 assets.
 
 b) All the assets have been physically verified by the management in
 accordance with a phased programme of verification, which in our
 opinion is reasonable, considering the size of the company and the
 nature of business. The frequency of verification is reasonable and no
 material discrepancies have been noticed on such physical verification.
 
 c) During the year, there is no substantial disposal of Fixed Assets.
 
 (ii) a) The inventories have been physically verified by the management
 during the year at reasonable intervals.
 
 b) The procedures of physical verification of the inventories followed
 by the management are 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 inventories. The
 discrepancies noticed on physical verification of inventories as
 compared to book records were not material.
 
 (iii)a) The Company has granted unsecured loans to nine parties
 including four subsidiary companies covered in the register maintained
 under Section 301 of the Companies Act, 1956 on call basis.  The
 maximum amount outstanding during the year was Rs.2,400.09 lacs and the
 year-end balance was Rs.1,420.77 lacs.
 
 b) Interest is charged on all the said loans except in case of
 Vakrangee Lactus & Hortus Pvt. Ltd. Other terms and conditions on which
 the loans have been granted are prima facie, not prejudicial to the
 interest of the Company.
 
 c) According to information provided to us, the repayment of said loans
 is regular.
 
 d) The Company has taken unsecured loans from Vakrangee Capital Pvt.
 Ltd. and Vakrangee Holdings Pvt. Ltd. covered in the register
 maintained under Section 301 of the Companies Act, 1956 on call basis.
 The maximum amount outstanding during the year was Rs.1,443.25 lacs and
 the year-end balance was Rs.943.25 lacs.
 
 e) The said loans are interest-free loans. Other terms and conditions
 on which the loans have been taken are prima facie, not prejudicial to
 the interest of the Company.
 
 f) According to information provided to us, there is no default in
 repayment of said loans.
 
 (iv) In our opinion and according to the information and explanation
 given to us there is adequate internal control system 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, we have not observed any
 continuing failure to correct major weaknesses in internal control
 systems.
 
 (v) a) Based on the audit procedures performed by us, we are of the
 opinion that particulars of contracts or arrangements referred to in
 Section 301 of the Act have been entered in the register required to be
 maintained in that section.
 
 b) The transactions made in pursuance of such contracts or arrangements
 have been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any public deposit.
 
 (vii) The Company has an adequate internal audit system commensurate
 with the size and nature of its business.
 
 (viii) The Central Government has not prescribed for maintenance of
 cost records under Section 209 (1) (d) of the Companies Act, 1956 for
 the Company.
 
 (ix) a) According to the records of the Company, the undisputed
 statutory dues including Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Customs Duty and Excise Duty, Cess have regularly been deposited
 with the appropriate authorities. There are no significant undisputed
 amount payable in respect of such statutory dues which have remained
 outstanding as at March 31, 2012 for a period more than six months from
 the date they became payable.
 
 b) According to the records of the company and information and
 explanations given to us, there are no dues of income tax, sales tax,
 wealth tax, service tax, custom duty, excise duty and cess which have
 not been deposited on account of any dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses during the financial year and
 in the immediately preceding financial year.
 
 (xi) The Company has not defaulted in repayment of its dues to banks
 and financial institutions.
 
 (xii) The Company has not granted any loans or advances on the basis of
 security by way of pledge of shares, debentures or other securities.
 
 (xiii) The provisions of any Special Statute applicable to Chit Fund,
 Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
 company.
 
 (xiv) In respect of dealing in shares, securities and other
 investments, in our opinion and according to the information and
 explanations given to us, proper records have been maintained of the
 transactions and contracts and timely entries have been made therein.
 The shares, securities and other investments have been held by the
 company in its own name.
 
 (xv) The Company has not given any guarantee for loans taken by others
 from banks and financial institutions except guarantee given in respect
 of loan granted to Vakrangee e-Solutions Inc., a subsidiary company, by
 Barclays Bank Plc. The outstanding amount of loan as on March 31, 2012
 is Nil.
 
 (xvi) The Company has taken Term Loans during the year and has applied
 the loans for the purposes for which they were obtained.
 
 (xvii) 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 investments.
 
 (xviii) The Company has made preferential allotment of equity shares
 against share warrants issued in the previous year(s) to the parties
 covered in the register maintained under section 301 of the Companies
 Act, 1956. The same has been made in conformity with the guidelines
 issued by the Securities and Exchange Board of India relating to such
 preferential allotment and the basis of said allotment is not
 prejudicial to the interest of the company.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi) During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, we have not come across any instance of
 material fraud on or by the Company, noticed or reported during the
 year.
 
 For S. K. Patodia & Associates 
 
 Chartered Accountants 
 
 FRN : 112723W
 
 Sunil Patodia
 
 Partner
 
 Mem. No. : 045489
 
 Place : Mumbai
 
 Date  : April 26, 2012