1.  We have audited the attached Balance sheet of Smartlink Network
 Systems Limited (“the Company”), as at 31st March, 2011, the Profit and
 Loss Account 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 Profit and Loss Account and the Cash-Flow
 Statement dealt with by this report are in agreement with the books of
 accounting;
 
 (d) in our opinion, the Balance sheet, the Profit and Loss Account 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, 2011;
 
 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 the Cash-flow statement, of the cash-flows of the
 Company for the year ended on that date.
 
 5.  On the basis of written representations received from the
 Directors, as on 31st March, 2011 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2011
 from being appointed as a director in terms of Section 274(1)(g) of the
 Companies Act, 1956;
 
 Annexure to the Auditors'' Report
 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 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 have been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable;
 
 (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 for 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 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 books of account maintained by the
 Company pursuant to the Order made by the Central Government for the
 maintenance of cost records under section 209(1)(d) of the Companies
 Act, 1956 with regard to the networking products of the Company and are
 of the opinion that prima facie, the prescribed accounts and records
 have generally been made and maintained/ are under preparation. We
 have, however, not made a detailed examination of the records with a
 view to determining whether they are accurate or complete. To the best
 of our knowledge and according to the information and explanations
 given to us, the Central Government has not prescribed the maintenance
 of cost records for any other product of the Company.
 
 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, 2011 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, 2011 on account of disputes are given below:
 
 
 Name of the     Nature of dues   Forum where dispute
 Statute                          is pending
 
 Customs Act,    Customs Duty     Customs, Excise and Service
 1962                             Tax Appellate Tribunal (CESTAT)
 
 Customs Act,    Penalty          Customs, Excise and Service Tax
 1962            (Customs Duty)   Appellate Tribunal (CESTAT)
 
 Central         Excise Duty      Customs, Excise and Service Tax
 Excise Act,                      Appellate Tribunal (CESTAT)
 1944
 
 Central         Penalty          Customs, Excise and Service Tax
 Excise Act,     (Excise Duty)    Appellate Tribunal (CESTAT)
 1944
 
 Central         Excise Duty      Customs, Excise and Service Tax
 Excise Act,                      Appellate Tribunal (CESTAT)
 1944
 
 Central         Penalty          Customs, Excise and Service
 Excise Act,     (Excise Duty)    Tax Appellate Tribunal (CESTAT)
 1944
 
 Central         Penalty          Customs, Excise and Service
 Excise Act,     (Excise Duty)    Tax Appellate Tribunal (CESTAT)
 1944
 
 Central         Penalty          Customs, Excise and Service Tax
 Excise Act,     (Excise Duty)    Appellate Tribunal (CESTAT)
 
 
 
 Name of the     Financial Year     Amount (Rs.)
 Statute         to which amount 
                 relates
 
 Customs Act     2004-2005          1,514,221/-
 1962                               (Net of Rs. 900,000/- 
                                    of pre-deposit)
 
 Customs Act     2004-2005          2,414,221
 1962
 
 Central         2004-2005          3,226,176/-    
 Excise Act                         (Net of Rs. 1,400,000/- 
 1944                               of pre-deposit)
 
 Central         2004-2005          4,626,176/-
 Excise Act 
 1944
 
 Central         2001-2002, 
 Excise Act      2002-2003          24,089,496/-
 1944            2003-2004, 
                 2004-2005          (Net of Rs. 10,000,000/-
                                    of pre-deposit)
 
 Central         2001-2002, 
 Excise Act      2002-2003          34,089,496/-
 1944            2003-2004, 
                 2004-2005
 
 Central         2004-2005          100,000/-
 Excise Act
 1944
 
 Central         2004-2005          702,041/-
 Excise Act
 1944
 
 
 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
                                                              Partner
                                                 Membership no. 46488
 
 Mumbai
 Dated : 23rd May, 2011