1.  We have audited the attached Balance sheet of Smartlink Network
 Systems Limited (the Company), as at 31st March, 2012, the Statement
 of Profit and Loss and the Cash-Flow Statement for the year ended on
 that date, both 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 the 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the 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, (CARO)
 issued by the Central Government 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 as follows:
 
 (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, the Statement of Profit and Loss and the
 Cash-Flow Statement dealt with by this report are in agreement with the
 books of account;
 
 (d) in our opinion, the Balance sheet, the Statement of Profit and Loss
 and the 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) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read with the
 significant accounting policies and 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, 2012;
 
 (ii.) in the case of the Statement of Profit and Loss, of the profit
 for the year ended on that date; and
 
 (iii.) in the case of the Cash-flow statement, of the cash-flows for
 the year ended on that date.
 
 5.  On the basis of written representations received from the
 Directors, as on 31st March, 2012 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2012
 from being appointed as a director in terms of Section 274(1)(g) of the
 Companies Act, 1956;
 
 Re: Smartlink Network Systems Limited
 
 (Referred to in paragraph 3 of our report of even date)
 
 i) Having regard to the nature of the Company''s business/activities,
 clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor''s
 Report) Order, 2003 are not applicable.
 
 ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets;
 
 (b) A major portion of the fixed assets have been physically verified
 by the Management during the year. In our opinion, the frequency of
 verification of fixed assets by the management is reasonable having
 regard to the size of the Company and the nature of its assets.
 Material discrepancies noticed on such verification have been properly
 dealt with in the books of accounts;
 
 (c) The fixed assets disposed off / written off during the year, in our
 opinion, do not constitute a substantial part of the fixed assets of
 the Company and such disposal has, in our opinion, not affected the
 going concern status of the Company.
 
 iii) In respect of its inventory:
 
 (a) The inventories were physically verified during the year by the
 Management at reasonable intervals.
 
 (b) The procedures of physical verification of 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 and no
 material discrepancies were noticed on physical verification.
 
 iv) The Company has not granted or taken any loans, to / from
 companies, firms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956. Consequently, the
 requirements of clauses (iii) (a) to (iii) (g) of paragraph 4 of the
 Order are not applicable to the Company.
 
 v) In our opinion and according to the information and explanations
 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
 purchase of inventory and fixed assets and the sale of goods/services.
 During the course of our audit, we have not observed any continuing
 failure, to correct major weakness in such internal control system.
 
 vi) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) Where each of such transaction is in excess of Rs. 5 lakhs in
 respect of any party, the transactions have been made at prices which
 are prima facie reasonable having regard to the prevailing market
 prices at the relevant time.
 
 vii) The Company has not accepted deposits from the public.
 
 viii) In our opinion, the internal audit function carried out during
 the year, by a firm of Chartered Accountants appointed by the
 management have been commensurate with the size of the Company and the
 nature of its business.
 
 ix) We have broadly reviewed the cost records maintained by the Company
 pursuant to the Companies (Cost Accounting Records) Rules, 2011
 prescribed by the Central Government under Section 209(1)(d) of the
 Companies Act, 1956 and are of the opinion that prima facie the
 prescribed cost records have been maintained. We have, however, not
 made a detailed examination of the cost records with a view to
 determine whether they are accurate or complete.
 
 x) According to the information and explanations given to us in respect
 of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 (b) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st March, 2012 for a period of more than six
 months from the date they became payable.
 
 (c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty and Cess which have not been deposited as on
 31st March, 2012 on account of disputes are given below:
 
 Name of the Statute     Nature of dues  Forum where dispute is pending
 
 Customs Act,1962        Customs Duty    Customs, Excise and Service
                                         Tax Appellate Tribunal (CESTAT)
 
 Customs Act,1962        Penalty 
                        (Customs Duty)   Customs, Excise and Service
                                         Tax Appellate Tribunal (CESTAT)
 
 Central                 Excise Duty     Customs, Excise and Service
 Excise Act, 1944                        Tax Appellate Tribunal (CESTAT)
 
 Central                 Penalty 
                        (Excise Duty)    Customs, Excise and Service
 Excise Act, 1944                        Tax Appellate Tribunal (CESTAT)
 
 Central                 Excise Duty     Customs, Excise and Service
 Excise Act, 1944                        Tax Appellate Tribunal (CESTAT)
 
 Central                 Penalty 
                        (Excise Duty)    Customs, Excise and Service
 Excise Act, 1944                        Tax Appellate Tribunal (CESTAT)
 
 Central                 Penalty 
                        (Excise Duty)    Customs, Excise and Service
 Excise Act, 1944                        Tax Appellate Tribunal (CESTAT)
 
 Central                 Penalty 
                        (Excise Duty)    Customs, Excise and Service
 Excise Act, 1944                        Tax Appellate Tribunal (CESTAT)
 
 Income Tax, Act,        Income Tax      Commissioner of Income Tax
 1961                                   (Appeals)
 
 Name of the Statute   Financial Year to                  Amount (Rs.)
                       which amount relates
 
 Customs Act,1962      2004-2005                             1,514,221/-
                                                   (Net of Rs. 900,000/-
                                                         of pre-deposit)
 
 Customs Act,1962      2004-2005                             2,414,221/-
 
 Central Excise 
 Act, 1944             2004-2005                             3,226,176/-
                                                 (Net of Rs. 1,400,000/-
                                                         of pre-deposit)
 
 Central Excise 
 Act, 1944             2004-2005                             4,626,176/-
 
 Central               2001-2002,2002-2003                  24,089,496/-
 Excise Act, 1944      2003-2004,2004-2005      (Net of Rs. 10,000,000/-
                                                         of pre-deposit)
 
 Central               2001-2002,2002-2003                  34,089,496/-
 Excise Act, 1944      2003-2004,2004-2005
 
 Central Excise 
 Act, 1944             2004-2005                               100,000/-
 
 Central Excise 
 Act, 1944             2004-2005                               702,041/-
 
 Income Tax, Act,      2007-08                              30,297,980/-
 1961                                           (Net of Rs. 10,000,000/-
                                                         of pre-deposit)
 
 xi) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses during the year under
 report and in the immediately preceding financial year.
 
 xii) According to the information and explanations given to us, the
 Company has not defaulted in repayment of dues to banks.
 
 xiii) In our opinion 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.
 
 xiv) 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.
 
 xv) In our opinion and according to the information and explanations
 given to us, the Company has not obtained any term loan during the year
 and hence the question of commenting on application thereof does not
 arise.
 
 xvi) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, funds
 raised on short term basis have not been used during the year for long
 term investment.
 
 xvii) According to the information and explanations given to us, the
 Company has not made preferential allotment of shares to parties and
 companies covered in the Register maintained under section 301 of the
 Companies Act, 1956.
 
 xviii) The Company has not issued debentures; hence the question of
 creating security or charge in respect thereof does not arise.
 
 xix) During the year, the Company has not raised money by public issue.
 
 xx) 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 Deloitte Haskins & Sells
 
                                                  Chartered Accountants
 
                                               Registration no. 117366W
 
                                                             A. B. Jani
 
 Mumbai                                                         Partner
 
 Dated: 8th May, 2012                              Membership no. 46488