1. We have audited the attached Balance Sheet of VisualSoft
 Technologies Limited as at 31st March, 2006 and also the Profit and
 Loss Account for the year ended on that date annexed thereto and the
 Cash Flow Statement for the year ended on that date. 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 Section 227 (4A)
 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.
 
 4. Further to our comments in the Annexure referred to in paragraph 3
 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 purposes of our
 audit;
 
 b) 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;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report have been prepared in
 compliance with the applicable 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 31st March, 2006 and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March,
 2006 from being appointed as a Director in terms of clause (g) of
 sub-section (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 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:
 
 i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2006;
 
 ii) In the case of the Profit and Loss Account, of the Profit of the
 Company for the year ended on that date; and
 
 iii) In the case of Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
                                         for Visweswara Rao & Associates
                                                   Chartered Accountants
                                                              A.S. Naidu
 Place: Hyderabad                                                Partner
 Date : November 11, 2006                          Membership No. 208582
 
 Annexure Referred to in Paragraph 3 of our 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) A major portion of fixed assets have been physically verified by the
 management during the year. In our opinion, the frequency of
 verification of the fixed assets by the management is reasonable having
 regard to the size of the Company and the nature of its assets and no
 material discrepancies were noticed on such physical verification.
 
 c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year and therefore do not affect the
 going concern assumption.
 
 ii. The Companys nature of operations does not require it to hold
 inventories. Accordingly clause 4(ii) of the Companies (Auditors
 Report) Order, 2003 is not applicable.
 
 iii. The Company has neither granted nor taken any loans, secured or
 unsecured to/from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956. As
 the Company has not granted/taken any loans, secured or unsecured
 to/from companies, firms or other parties listed in the Register
 maintained under section 301 of the Companies Act, 1956, clause 4(iii)
 of the Companies (Auditors Report) Order, 2003 is not applicable.
 
 iv. In our opinion and according to the information and explanations
 provided to us there are adequate internal control system commensurate
 with the size of the Company and nature of its business with regard to
 purchase of fixed assets and sale of services. The activities of the
 Company do not involve purchase of inventory and the sale of goods.
 During the course of our audit, no major weakness has been noticed in
 internal control system.
 
 v. According to the information and explanations given to us, there
 are no contracts and arrangements the particulars of which need to be
 entered into the register maintained under section 301 of the Companies
 Act, 1956.
 
 vi. The Company has not accepted any deposits from the public and
 consequently, the directives issued by the Reserve Bank of India, the
 provisions of Section 58A and 58AA or any other related provisions of
 the Companies Act, 1956 and the rules framed there under are not
 applicable.
 
 vii. The Company has a system of internal audit which, in our opinion,
 is commensurate with the size and nature of its business.
 
 viii. According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under clause (d) of sub-section (1) of Section 209 of the Companies
 Act, 1956 in respect of the services carried out by the Company.
 
 ix. a) according to the records, information and explanations provided
 to us, the Company is generally regular in depositing with appropriate
 authorities undisputed amount of provident fund, investor education and
 protection fund, employees state insurance, income-tax, sales-tax,
 wealth-tax, service tax, customs duty, excise duty, cess and any other
 material statutory dues applicable to it and no undisputed amounts
 payable were outstanding as at 31st March, 2006 for a period of more
 than six months from the date they became payable.
 
 b) according to the information and explanations provided to us, there
 are no dues in respect of sales-tax, income-tax, customs duty,
 wealth-tax, service tax, excise duty and cess that have not been
 deposited with the appropriate authorities on account of any dispute.
 
 x. The Company neither has accumulated losses at the end of the
 financial year nor has incurred cash losses during the financial year
 and in the immediately proceeding financial year.
 
 xi. The Company did not have any outstanding dues to any financial
 institutions, banks or debenture holders during the year. Accordingly,
 clause 4(xi) of the Companies (Auditors Report) Order, 2003 is not
 applicable.
 
 xii. Based on our examination and according to the information and
 explanations given to us, the Company has not granted any loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities, accordingly clause 4(xii) of the
 Companies (Auditors Report) Order, 2003 is not applicable.
 
 xiii. The Company is not a chit fund, nidhi, mutual benefit fund or a
 society. Accordingly, clause 4(xiii) of the Companies (Auditors
 Report) Order, 2003 is not applicable.
 
 xiv. According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments. Accordingly, clause 4(xiv) of the Companies
 (Auditors Report) Order, 2003 is not applicable.
 
 xv. According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions. Accordingly, clause 4(xv) of the
 Companies (Auditors Report) Order, 2003 is not applicable.
 
 xvi. The Company has not obtained any term loans. Accordingly, clause
 4(xvi) of the Companies (Auditors Report) Order, 2003 is not
 applicable.
 
 xvii. According to the information and explanations given to us, the
 Company has not raised any funds 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. Accordingly, clause 4(xviii) of the
 Companies (Auditors Report) Order, 2003 is not applicable.
 
 xix. The Company has not issued any debentures. Accordingly, clause
 4(xix) of the Companies (Auditors Report) Order, 2003 is not
 applicable.
 
 xx. The Company has not raised any money by way of public issues during
 the year. Accordingly, clause 4(xx) of the Companies (Auditors Report)
 Order, 2003 is not applicable.
 
 xxi. According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
                                         for Visweswara Rao & Associates
                                                   Chartered Accountants
                                                              A.S. Naidu
 Place: Hyderabad                                                Partner
 Date : November 11, 2006                          Membership No. 208582