1.  We have audited the attached Balance Sheet of M/s. Stocknet
 International Ltd. as at 31st March 2010, and the related Profit and
 Loss Account and Cash Flow Statement for the year ended on that date
 annexed thereto, which we have signed under reference to this report.
 These financial statements are the responsibility of the management of
 company. 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
 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.  Further to our comments in the paragraph 4 below, 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 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, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the applicable
 Accounting Standards referred in sub-section (3C) of Section 211 of the
 Companies Act, 1956;
 
 (e) On the basis of written representations received from the
 Directors, as on 31st March, 2010 and taken on record by the Board of
 Directors of the Company, we report that none of the Directors is
 disqualified as on 31st March, 2010 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 Balance Sheet, Profit and Loss
 Account and Cash Flow Statement together with the notes thereon and
 attached thereto give in the prescribed manner the information required
 by the Companies Act, 1956 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, 2010;
 
 (ii) In the case of the Profit and Loss Account, of the Profit for the
 year ended on that date ; and
 
 (iii) In the case of the Cash Flow Statement of the Cash Flow for the
 year ended on that date.
 
 4. 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 of India and on the basis of
 such checks as we considered appropriate and according to the
 information and explanations given to us, we state below on the matters
 specified in paragraphs 4 and 5 of the said Order :-
 
 4.1. (a) The company is maintaining proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) During the year, the management has physically verified the fixed
 assets of the Company. The discrepancies noticed on such verification
 were not material and have been properly dealt with in the books of
 account.
 
 (c) In our opinion and according to the information and explanations
 given to us, no fixed assets has been disposed off by the Company
 during the year.  Accordingly, paragraph 4(l)(c) of the Order is not
 applicable.
 
 4.2.  (a) As explained to us, inventories were physically verified by
 the management at reasonable intervals.
 
 (b) In our opinion and according to information and explanations given
 to us, the procedures of physical verification of inventories followed
 by the management were reasonable and adequate in relation to the size
 of Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company maintained proper records of its inventories.
 The discrepancies notice on physical verification between physical
 stock and book records were not material.
 
 4.3.  According to the information and explanation given to us, the
 Company has neither taken nor granted any loans to any party in
 pursuance of the register maintain u/s.301 of the Companies Act, 1956.
 Accordingly, paragraph 4(iii)(b), (c) and (d) of the Order is not
 applicable.
 
 4.4.  In our opinion and according to the information and explanation
 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, we have not observed any
 continuing failure to correct major weaknesses in internal controls.
 
 4.5.  In our opinion and according to the information and explanation
 given to us, there were no transactions made in pursuance of any
 contract or arrangement entered into the register maintained u/s. 301
 of the Companies Act, 1956 exceeding the value of Rs.5.00 lakh in
 respect of any party during the year. Accordingly, paragraph 4(v)(b) of
 the order is not applicable.
 
 4.6.  In our opinion and according to the explanation given to us, the
 Company has not accepted any deposits within the meaning of Section 58A
 and Section 58AA of the Companies Act, 1956 and the Rules framed there
 under.
 
 4.7.  In our opinion, the Company has an Internal Audit System
 commensurate with the size and nature of its business.
 
 4.8.  The Central Government has not prescribed maintenance of cost
 records under section 209(l)(d) of the Companies Act, 1956.
 
 4.9.  (a) According to the information and explanations given to us the
 Company is depositing with appropriate Authorities undisputed statutory
 dues including provident fund, investor education fund, employees state
 insurance, income tax, sales tax, wealth tax, service tax, custom duty,
 excise duty, cess and other statutory dues to the extent applicable.
 
 (b) According to the information and explanations given to us and the
 records of the company examined by us, there are no dues of income-tax,
 wealth-tax and cess, which have not been deposited on account of any
 dispute as at 31st March, 2010.
 
 4.10. The company has no accumulated losses as at March 31, 2010 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 4.11. The company has not taken any term loan from banks or financial
 institutions nor have issued any debentures accordingly paragraph 4(xi)
 of the Order is not applicable.
 
 4.12. The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Accordingly, paragraph 4(xii) of the Order is not applicable.
 
 4.13. In our opinion and according to the information and explanations
 given to us, the Company is not a chitfund / nidhi / mutual benefit
 fund / society. Accordingly, paragraph 4(xiii) of the Order is not
 applicable.
 
 4.14. The Company has maintained proper records of transactions and
 contracts in respect of trading in securities, debentures and other
 investments and timely entries have been made therein. All shares,
 debentures and other investments have been held by the Company in its
 own name.
 
 4.15. In our opinion and 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 during the year.
 
 4.16. The Company has not availed any term loans during the year.
 
 4.17. On the basis of an overall examination of the balance sheet of
 the company, in our opinion and according to the information and
 explanation given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment, and vice-versa.
 
 4.18. The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Companies Act, 1956 during the year. Accordingly, paragraph
 4(xviii) of the Order is not applicable.
 
 4.19. The Company has not issued any debentures during the year.
 Accordingly, paragraph 4(xix) of the Order is not applicable.
 
 4.20. The Company has not raised any money by public issues during the
 year.  Accordingly, paragraph 4(xx) of the Order is not applicable.
 
 4.21. During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the company, notice or reported during the year, nor
 have we been informed of such case by the management.
 
 For T. N. Datta & Associates
 
 Chartered Accountants
 
 TarakNath Datta
 (Proprietor)
 Membership No : 056676
 
 Place: Kolkata
 Date : 20th July, 2010