1 We have audited the attached Balance Sheet of M/s. NET 4 INDIA LTD.
 as at March 31, 2010, 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 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 state- ments 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 signifcant 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 sub-section (4A)
 of section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specifed 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:
 
 (i) 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;
 
 (ii) 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 and proper returns adequate for the purposes of our audit
 have been received from the branches not visited by us;
 
 (iii) The Balance Sheet and Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the Balance Sheet and 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;
 
 (v) On the basis of written representations received from the
 directors, as on March 31, 2010 and taken on record by the Board of
 Directors, we report that none of the directors of the Company is
 disquali- fed as on March 31, 2010 from being appointed as a director
 in terms of clause (g) of sub-section (1) of section 274 of the
 Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said ac- counts 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 31st March, 2010; and
 
 (b) in the case of the Profit and Loss Account, of the Profit for the
 year ended on that date.
 
 (c) In the case of the Cash Flow Statement, of the cash fows for the
 year ended on that date.
 
 Annexture Refferred to Auditors Reports
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT TO THE
 MEMBERS OF M/S NET 4 INDIA LTD. ON THEIR ACCOUNTS FOR THE YEAR ENDED
 MARCH 31, 2010.
 
 1.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fxed assets.
 
 All the assets have not been physically verifed by the management
 during the year but there is a regular programme of verifcation which,
 in our opinion, is reasonable having regard to the size of the company
 and the nature of its assets. No material discrepancies were noticed on
 such verifcation.
 
 Fixed assets disposed off during the year were not substantial, and
 therefore, do not affect the going con- cern assumption.
 
 2.  As explained to us, inventory (excluding stock with third parties)
 have been physically verifed by the management at regular intervals
 during the year. In our opinion, the frequency of verifcation is
 reasonable having regard to the size of the Company and the nature of
 its business.
 
 In our opinion and according to the information and explanation given
 to us, the procedures of physical verifcation of inventories followed
 by the management are reasonable and adequate in relation to the size
 of the Company and the nature of its business.
 
 The company is maintaining proper records of inventory. No material
 discrepancies have been noticed by the management on verifcation
 between the physical stocks and the book records.
 
 3.  The Company has taken interest free unsecured loan from a party
 listed in the register maintained under section 301 of the Companies
 Act, 1956, (maximum amount Rs. 205 lakhs) the terms and conditions of
 which are prima facie not prejudicial to the interests of the Company.
 
 The Company has neither granted nor taken any loan, secured or
 unsecured, to companies, frms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956.
 
 The company has given interest free advances in the nature of loans to
 the employees of the company, the repayment in respect of which is
 regular and as stipulated, where such stipulations exist.
 
 4.  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 pur- chase of fnished goods, fxed assets and for the
 sale of goods. During the course of our audit, no major weakness has
 been noticed in the internal controls system in respect of these areas.
 
 5.  In our opinion, and according to the information and explanations
 given to us, the transactions that need to be entered in the register
 in pursuance of section 301 of the Act have been entered, and the
 transactions have been made at prices which are reasonable with regard
 to the prevailing market prices at the relevant time.
 
 6.  The Company has accepted deposits from the public and the
 provisions of Sections 58A of the Companies Act, 1956 and the rules
 framed there under, wherever applicable, have been complied with.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  The Central Government has not prescribed maintenance of Cost
 records under section 209(1) (d) of the Companies Act, 1956 in respect
 to the company.
 
 9.  According to the information and explanations given to us, and on
 the basis of our examination of the books of account, the Company has
 generally been regular in depositing with appropriate authorities
 undisputed statutory dues including Provident Fund, Income Tax, Wealth
 tax, Sales-tax, Customs duty, Investor Edu- cation and Protection Fund
 and any other material statutory dues applicable to it. Interest has
 been depos- ited wherever applicable.
 
 According to the information and explanations given to us, no
 undisputed dues payable in respect of Provi- dent Fund, Investor
 Education and Protection Fund, Income tax, Wealth tax, Sales tax,
 Customs duty, Cess and other material statutory dues were outstanding
 at March 31, 2010 for a period of more than six months from the date
 they become payable.
 
 According to the information and explanations given to us, there are no
 dues in respect of Sales tax, In- come tax, Wealth tax, Customs duty
 and Cess which have not been deposited with the appropriate authori-
 ties on account of any dispute.
 
 10.  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 financial year immediately proceeding such financial year. Ac-
 cordingly, clause 4(x) of the order is not applicable.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has not de- faulted in repayment of dues to
 any bank or financial institution. The Company has not issued any deben-
 tures.
 
 12.  The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Accordingly, clause 4(xii) of the order is not applicable.
 
 13.  The Company is not a chit fund, mutual beneft fund or a society.
 Accordingly, clause 4(xiii) of the order is not applicable.
 
 14.  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 order is not
 applicable.
 
 15.  In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given
 guarantee for loans taken by others from banks or financial institutions
 are not prima-facie prejudicial to the interests of the Company.
 
 16.  In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 17.  According to the Cash Flow Statement and records examined by us
 and according to the information and explanations given to us, on
 overall basis, funds raised on short term basis have not been used
 during the year for long term investment and vice versa.
 
 18.  The Company has not made any preferential allotment to parties and
 companies covered in the register maintained under section 301 of the
 Act. Accordingly, clause 4(xviii) of the order is not applicable.
 
 19.  The Company has not issued any debentures. Accordingly, clause
 4(xix) of the order is not applicable.
 
 20.  The Company has not raised any money by public issues during the
 year. Accordingly, clause 4(xx) of the order is not applicable.
 
 21.  To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
 
 
                                                 For Sandy Associates
 
                                                Chartered Accountants
 
 
 
 
 
                                                Sd/- 
 
 Place: New Delhi                              (Sandeep Gupta) 
 
 Dated: May 25, 2010                            Proprietor
 
                                                Membership No: 86069 
 
                                                FRN No: 007337N