We have audited the attached Balance Sheet of MOBILE TELECOMMUNICATIONS
 LTD. as at March 31, 2010 and annexed Profit and Loss Account of the
 Company 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.
 
 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 from 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.
 
 1) As required by the Companies (Auditors Report) order, 2003 issued by
 the Central Government of India in terms of Section 227 (4-A) of the
 Companies Act, 1956 we annex hereto a statement on the matters
 specified in paragraph 4 and 5 of the said order.
 
 2) Further to our comments in the Annexure referred to in paragraph (1)
 above, we report that:
 
 a) We have obtained all the information and explanations, which to best
 of our knowledge and belief were necessary for the purpose of our
 audit.
 
 b) In our opinion, proper books of account as required by law have been
 kept by the company so far as it appears from our examination of such
 books.
 
 c) The Balance Sheet and the profit and loss Account and cash flow
 statement dealt with by this report are in agreement with the books of
 accounts.
 
 d) In our opinion, the Balance Sheet and the Profit and Loss Account
 and Cash flow Statement comply with the accounting standards referred
 to in sub-section (3c) of section 211 of the Companies Act, 1956.
 
 e) On the basis of the written representation received from the
 Directors and taken on record by the Board of Directors, we report that
 none of the Directors are disqualified as on 31st March, 2010 from
 being appointed as a Director in terms of clause (g) of sub-section (l)
 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 and said account read notes given the
 information required by the companies Act, 1956, in the manner so
 required, give a true and fair view in conformity with the accounting
 principles generally accepted in India:
 
 i) In case of the Balance Sheet of the Company as at March 31, 2010.
 
 ii) In the case of the Profit and Loss Account of the Profit of the
 Company for the year ended on that date.
 
 iii) In the case of the cash flow statement, of the cash flows of the
 company for the year ended on that date.
 
 
 ANNEXURE TO THE AUDITORS REPORT (REFERRED TO IN PARAGRAPH (1) OF OUR
 REPORT OF EVEN DATE.)
 
 i) a) The Company is in the process of updating the fixed assets
 records including quantitative details and situation of fixed assets.
 
 b) The fixed assets have been physically verified by the management
 according to a regular programme of periodic verification in a phased
 manner which in our opinion is reasonable having regard to the size of
 the company and nature of fixed assets. The discrepancies noticed on
 such physical verification were not material and provided for in the
 books of account of the company.
 
 c) The Company has not disposed of any substantial part of fixed
 assets. However during the year the Company has sold certain fixed
 assets as per the information and explanation given by the management
 this has not affected the going concern status of the Company.
 
 ii) a) The inventory has been physically verified by the management
 during the year. In our opinion, the frequency of verification is
 reasonable.
 
 b) In our opinion, the procedures of physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 iii) a) As per the information and explanation given to us, with
 regards to loans granted, secured or unsecured, to any companies, firms
 or other parties covered in the register maintained under section 301
 of the Companies Act, 1956, the Company has given trade advances of Rs.
 303.88 lacs (Rs. 333.78 lacs Previous Year) to M/s Media Matrix
 worldwide Limited and Rs.11.51 lacs (Previous Year Nil) to M/s Proximus
 Knowledge & Technologies Services Pvt. Limited, both of which are
 covered in the said Register.  The maximum amount outstanding at any
 time during the year is Rs. 333.78 lacs and Rs. 11.51 lacs
 respectively. The advance is not carrying interest and in our opinion
 the terms & conditions of such loan are prima facie not prejudicial to
 the interest of the Company and as regards the payment no terms of
 repayment has been stipulated.
 
 b) As per the information and explanations given to us the Company has
 taken unsecured loan from a Company, covered in the register maintained
 under section 301 of the Companies Act 1956, amounting to Rs. 159.19
 lacs (Previous year Rs. 107.06 lacs) as on March 31, 2010, the Maximum
 amount outstanding during the year is Rs. 395.48 lacs, carry no
 interest and other terms and conditions of such loans are prima facie
 not prejudicial to the interest of the Company. As regards the
 repayment of above loan no terms of repayment have been stipulated.
 
 iv) 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, for the purchase of inventory and fixed assets and for the
 sale of goods. During the course of our audit no major weaknesses has
 been noticed in the internal controls.
 
 v) a) Based on the audit procedures applied by us and according to the
 information nd explanations provided by the management, we are of the
 opinion that the transactions that need to be entered into the register
 maintained under section 301 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 and
 exceeding the value of five lakh rupees in respect of any party during
 the year have been made at prices which are reasonable having regard to
 prevailing market prices at the relevant time.
 
 vi) The company has not accepted any deposits from the public within
 the meaning of Section 58A and 58AA of the Companies Act, 1956 and the
 rules framed there under.
 
 vii) The Company has no formal internal audit system commensurate with
 its size and nature of business.
 
 viii) According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under section 209 (1) (d) of the Companies Act, 1956 for the products
 of the company.
 
 ix) a) As per the information and explanations given by the management,
 the company is not regular in depositing with the appropriate
 authorities, undisputed statutory dues including Income Tax, Sales Tax,
 Wealth tax, Provident Fund, Investor Education and Protection Fund,
 custom duty and other statutory dues applicable to it. According to the
 information and explanations given to us, there are no undisputed
 amounts payable in respect of such statutory dues, except Income Tax of
 Rs. 271925/- (Net of Tax Deducted at Source), Fringe Benefit Tax of Rs.
 75969/-, TDS of Rs. 99,060/- and Professional tax of Rs. 80881/- which
 has remained outstanding for more than six months as at 31st March
 2010.
 
 b) According to the Information and explanation given to us, there are
 no dues of Sales tax, Income tax, Custom duty, Wealth tax, Excise duty
 and cess which have not been deposited on account of any dispute.
 
 x) The Company has no accumulated losses and has not incurred cash
 losses in the current financial year and in the immediately preceding
 financial year.
 
 xi) As per the information and explanations given to us, the company
 has not defaulted in repayment of dues to any financial Institution or
 Bank during the year.
 
 xii) As per the information and explanations given to us, and the
 company has not granted any loan and /or advances on the basis of
 security by way of pledge of shares, debenture and other securities.
 
 xiii) The provision of special statute is not applicable to the Company
 as the Company is not a chit fund / nidhi / mutual benefit fund /
 society.
 
 xiv) In our opinion and according to the explanations given to us, the
 Company is not dealing in or trading in shares, debentures and other
 investments.
 
 xv) According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 banks and financial institutions.
 
 xvi) In our opinion and according to the information and explanation
 given to us, the company has taken term loan from Banks earlier and the
 same has been applied for the purpose for which the loans were
 obtained.
 
 xvii) According to the information and explanations given to us, and on
 an overall examination of the Balance sheet of the Company, we report
 that the funds raised on short – term basis have not been used for long
 – term investment and vice – versa.
 
 xviii) The Company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under section
 301 during the year.
 
 xix) No debentures have been issued by the Company during the year.
 
 xx) The Company has not raised money by public issues during the year.
 
 xxi) Based on the audit procedures performed and information and
 explanation 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. S. BHATT & CO.  
 
                                          Chartered Accountants
 
 
                                          N. S. Bhatt 
 
                                          (Proprietor) 
 
 Place: Mumbai                            Membership No. 10149
 
 Date : 3rd September, 2010               Firm Registration No. 101342W