1.  We have audited the attached Balance Sheet of Network Limited, as
 at 31st March, 2012, 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 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 also
 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 (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 section 227 of the Companies Act, 1956, on the basis of such checks of
 books and records of the company as we considered appropriate and
 according to information & explanations given to us, 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 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 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 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 accounts.
 
 d) 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 Section 211(3C) of the Companies Act, 1956.
 
 e) On the basis of written representations received from the directors,
 as on 31st March 2012, and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March
 2012 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
 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:
 
 a) in the case of the Balance Sheet, of the state of the affairs of the
 company as at 31st March , 2012;
 
 b) in the case of the Profit and Loss Account, of the loss for the year
 ended on that date; and
 
 c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to the report of the Auditors to the members of Network
 Limited on the accounts for the year ended 31st March 2012.
 
 {Referred to in paragraph 3 of our report of even date}
 
 1.  a) The Company has maintained proper records
 
 showing full particulars, including situation of its fixed assets.
 
 b) The management has physically verified its fixed assets within
 reasonable intervals. No material discrepancies were noticed on such
 verification.
 
 c) No Fixed Assets were disposed off during the year, and therefore do
 not affect the going concern assumption.
 
 2.  The Company is not holding any inventories other than e-Securities
 and e-Commodities therefore paragraph 4(ii) of the order are not
 applicable.
 
 3.  (a) The company has not taken any loans, secured or
 
 unsecured, from companies, firms or other parties covered in the
 Register maintained under section 301 of the Companies Act, 1956.
 
 (b) The company has not granted any loans to any company, firm or other
 party covered in Register maintained under section 301 of the Companies
 Act, 1956.
 
 4.  In our opinion, and according to the information and explanation
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchases of fixed assets. The activities of the company do not involve
 purchase of inventory or sale of goods. We have not noted any major
 weaknesses in the internal control during the course of our audit.
 
 5.  (a) In our opinion and according to the information
 
 and explanation given to us, the particulars of contracts or
 arrangements referred to in section 301 of the Companies Act, 1956 have
 been entered in the register required to be maintained under that
 section.
 
 b. The Company has not entered into any transaction with any companies,
 firms or other parties listed in the register maintained under Section
 301 of the Companies Act, 1956 exceeding value of Rs.5 Lacs in respect
 of each party.
 
 6.  According to the information and explanation given to us, the
 Company has not accepted fixed deposits from public within the meaning
 of the directive issued by Reserve Bank of India and the provisions of
 Section 58A and 58AA or any other relevant provisions of the Companies
 Act, 1956 and the rules framed there under.
 
 7.  In Our opinion, the company has internal audit system commensurate
 with its size and nature of its business.
 
 8.  According to the information and explanation given to us, the
 Central Government has not prescribed maintenance of cost records under
 Section 209(1)(d) of the Companies Act, 1956, for any of the products
 of the Company.
 
 9.  (a) According to the information and explanation
 
 given to us and on the basis of our examination of the records of the
 Company, amounts deducted/accrued in the books of account in respect of
 undisputed statutory dues including provident fund, Investor Education
 and protection fund, income tax, service tax, sales tax, wealth tax,
 customs duty and other material statutory dues have generally been
 regularly deposited during the period by the Company with the
 appropriate authorities. As explained to us, the Company did not have
 any dues on account of investor education and protection fund, Wealth
 tax, Service tax, Excise duty,   and custom duty.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, service tax, custom duty and excise duty and chess were outstanding
 as at 31st March 2012 for a period exceeding six months from the date
 they became payable.
 
 c) According to the information and explanations given to us, there are
 no dues of income tax, custom duty, wealth tax, excise duty and chess
 which have not been deposited on account of any dispute.  However,
 sales tax authorities have raised demands of Rs.19.07 Lacs against
 which Rs.6.52 Lacs has been deposited and for unpaid amount of Rs.12.55
 Lacs the company is in appeal.
 
 10.  The accumulated losses at the end of the financial period amounted
 to Rs. 475.85 Lacs, which is less than Fifty percent of its Net worth.
 The Company has incurred cash losses during the financial year covered
 by the audit but in the immediately preceding financial year, the
 company earned cash profit.
 
 11.  The Company did not have any outstanding dues to any financial
 institutions, bank or debenture holders during the year. Accordingly
 paragraph 4(x) of the order is not applicable.
 
 12.  The Company has not granted any loans and advances to any party on
 the basis of security by way of pledge of shares, debentures and other
 securities.
 
 13.  The Company is not a Chit fund, Nidhi or mutual benefit Society.
 Hence the requirement of item (xiii) of paragraph 4 of the Order is not
 applicable to the company.
 
 14.  According to Information and Explanations given to us and on the
 basis of our examination of the books of accounts, proper records have
 been maintained of the transactions and contracts and timely entries
 have been made therein in respect of the shares and other investment
 dealt with or traded by the company. All shares and other investment
 have been held by the Company in its own name
 
 15.  According to Information and Explanations given to us, the Company
 has not given any Corporate Guarantee for loan taken by others from
 Banks or Financial Institution, during the year.
 
 16.  According to the information and explanation given to us, the
 company did not have any term loans outstanding during the year.
 
 17.  According to the information and explanations given to us and on
 overall examination of the Balance sheet of the Company, we are of the
 opinion that funds raised on short-term basis have not been used for
 long-term investment.
 
 18.  The company has not made any preferential allotment of shares to
 the parties and companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The company has not made any public issue during the year.
 
 21.  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 and on behalf of
                                             S.  Kapoor & Associates
                                               Chartered Accountants
 
                                                                Sd/-
 
                                                       Sanjay Kapoor
 
 Place: New Delhi                                 F.C.A. (Proprietor)
 
 Dated: 20-07-2012                               Membership No.82499