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Auditor Report of Netlink Solutions (India) Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of NETLINK SOLUTIONS (INDIA) LIMITED ( "the company") which comprises the Balance Sheet as at 31st March 2014, and the statement of Profit & Loss Account and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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, 2014;

b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on the date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on the date.

Report on Other Legal & Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 (‘the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to 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 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

The Annexure referred to in paragraph 1 of the our report of even date to the Members of NETLINK SOLUTIONS (INDIA) LIMITED, on the accounts of the company for the year ended 31st March, 2014

1. In respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantita- tive details and situation of its fixed assets;

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals, no material discrepancies were notice on such verifications

(c) In our opinion and according to the information and explanations given to us, no fixed assets has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) The physical verification of the inventory has been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory followed by the management are rea- sonable & adequate in relation to the size of the company & the nature of its business.

(c) The company is maintaining proper records of inventory & no material discrepancies were noticed on physical verification.

3. According to the information and explanations given to us and on the basis of our examination of books of accounts, the company has not granted or taken any loans, secured or unsecured to / from the companies, firms or other parties listed in the register maintained under section 301 the Companies Act, 1956. Consequently the provisions of the clause iii(b), iii(c), iii(d), iii(f) & iii(g) of the order are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there are gener- ally adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of Inventories and fixed assets and payment for ex- penses and for sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weakness in the internal control has been noticed.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transactions that needed to be entered into register have been so entered.

(b) In our opinion and according to the information and explanation given to us, in respect of transactions made in pursuance of the contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public covered Under Section 58 (A) and 58(AA) of the Companies Act, 1956.

7. In our opinion the company has an adequate internal audit system commensurate with the size and nature of its business.

8. As per information and explanations given by the Management, Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the companies Act, 1956 for any of the activities of the company.

9. Statutory and other dues:

(a) According to the records, information & explanation given to us, undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income-tax, sales tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, wherever applicable, have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at the end of the year for a period of more than six months from the date becoming payable.

(b) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess outstanding on account of dispute.

10. The Company is not having any accumulated losses at the end of the financial year & not incurred cash losses in the said financial year & incurred cash losses in immediately preceding the said financial year;

11. The company has not taken any loan from financial institution or Bank, hence clause of default in repayment of dues to the said parties is not applicable.

12. In our opinion and according to the information & explanation given to us, no loans and ad- vances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund / society. Therefore, the provisions of this clause of the Companies (Auditor''s Report) Order, 2003 ( as amended) are not applicable to the Company.

14. In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing in shares and other investments and timely entries have been made there in. Further the investments specified are held in their own name.

15. 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.

16. The Company has not raised any term loans during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, the company has not used the funds borrowed on short term basis for long-term investment and vice versa.

18. During the year 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.

19. The Company has not issued any debentures during the years, nor did it have any outstanding debentures at the beginning of the year.

20. The Company has not raised any money through a public issue during the year.

21. Best on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year, nor we have been informed of such case by the Management.

FOR K. U. KOTHARI & CO. CHARTERED ACCOUNTANTS F.R.No. 105310W PRAKASH CHECHANI (PARTNER) M.No. 104203

PLACE : MUMBAI DATED : 30/05/2014


Mar 31, 2013

We have audited the accompanying financial statements of NETLINK SOLUTIONS (INDIA) LIMITED ( "the company") which comprises the Balance Sheet as at 31st March 2013, and the statement of Profit & Loss Account and Cash Flow Statement forthe year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows 6f the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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, 2013;

b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on the date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on the date.

Report on Other Legal & Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to 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 2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in paragraph 1 of the our report of even date to the Members of NETLINK SOLUTIONS (INDIA) LIMITED, on the accounts of the company for the year ended 31st March, 2013

1. In respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets;

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals, no material discrepancies were notice on such verifications

(c) In our opinion and according to the information and explanations given to us, no fixed assets has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) The physical verification of the inventory has been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable & adequate in relation to the size of the company & the nature of its business.

(c) The company is maintaining proper records of inventory & no material discrepancies were noticed on physical verification.

3. According to the information and explanations given to us and on the basis of our examination of books of accounts, the company has not granted or taken any loans, secured or unsecured to / from the companies, firms or other parties listed in the register maintained under section 301 the Companies Act, 1956. Consequently the provisions of the clause iii(b), iii(c), iii(d), iii(f) & iii(g) of the order are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of Inventories and fixed assets and payment for expenses and for sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weakness in the internal control has been noticed.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transactions that needed to be entered into register have been so entered.

(b) In our opinion and according to the information and explanation given to us, in respect of transactions made in pursuance of the contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public covered Under Section 58 (A) and 58(AA) of the Companies Act, 1956.

7. In our opinion the company has an adequate internal audit system commensurate with the size and nature of its business.

8. As per information and explanations given by the Management, Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the companies Act, 1956 for any of the activities of the company.

9. Statutory and other dues:

(a) According to the records, information & explanation given to us, undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income-tax, sales tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory djjes, wherever applicable, have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at the end of the year for a period of more than six months from the date becoming payable.

(b) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess outstanding on account of dispute.

10. The Company is not having any accumulated losses at the end of the financial year & not incurred cash losses in the said financial year & incurred cash losses in immediately preceding the said financial year;

11. The company has not taken any loan from financial institution or Bank, hence clause of default in repayment of dues to the said parties is not applicable.

12. In our opinion and according to the information & explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund / society. Therefore, the provisions of this clause of the Companies (Auditor''s Report) Order, 2003 ( as amended) are not applicable to the Company.

14. In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing in shares and other investments and timely entries have been made there in. Further the investments specified are held in their own name.

15. 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.

16. The Company has not raised any term loans during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, the company has not used the funds borrowed on short term basis for long-term investment and vice versa.

18. During the year 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.

19. The Company has not issued any debentures during the years, nor did it have any outstanding debentures at the beginning of the year.

20. The Company has not raised any money through a public issue during the year.

21. Best on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year, nor we have been informed of such case by the Management.

FOR K. U. KOTHARI & CO.

CHARTERED ACCOUNTANTS

F.R.No. 105310W

PRAKASH CHECHANI

(PARTNER)

PLACE: MUMBAI M.No. 104203

DATED: 30.05.2013


Mar 31, 2012

We have audited the attached Balance Sheet of NETLINK SOLUTIONS (INDIA) LIMITED (formerly Known as VGR Construction Ltd.) as at 31st March 2012, the annexed Profit & Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this Report. 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes, examining on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order, to the extent applicable.

Further to our comments in the Annexure referred to above, we report that;

a) We have obtained all the information and explanation, which to the best of our knowledge and the belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts, 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 & 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 & 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, to the extent applicable.

e) On the basis of written representations received from the directors 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 the Notes thereon gives the information required by the Companies Act, 1956 in the manner, so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

I. In the case of Balance Sheet, of the state of the affairs of the Company as at 31st March 2012;

II. In the case of Profit & 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 Flows for the year ended on that date;

Annexure referred to the Auditor's Report to the Shareholders of NETLINK SOLUTIONS (INDIA) LIMITED on the accounts for the year ended 31st March, 2012.

1. 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) The fixed assets were physically verified by the management during the year in accordance with a program of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) The company has not disposed off substantial parts of fixed assets during the year.

2. (a) The physical verification of the inventory has been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable & adequate in relation to the size of the company & the nature of its business.

(c) The company is maintaining proper records of inventory & no material discrepancies were noticed on physical verification.

3. The company has neither granted nor taken any loans, secured or unsecured, to or from the companies, firms or other parties covered in the register maintained under section 301 the Companies Act, 1956:-

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 purchase of Computer Hardware and Software, Consumables, Plant & Machinery, Equipment and other assets. The activities of the company do not involve sale of goods.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transactions that needed to be entered into register have been so entered.

(b) In our opinion and according to the information and explanation given to us, in respect of transactions made in pursuance of the contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public to which the provisions of Section 58 (A) and 58(AA) of the Companies Act, 1956 and the rules made there under would apply.

7. In our opinion the company has an adequate internal audit system commensurate with the size and nature of its business.

8. We are informed that Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the companies Act, 1956 for any of the activities of the company.

9. Statutory and other dues :

(a) According to the records, information & explanation given to us, undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income-tax, sales tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, wherever applicable, have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at the end of the year for a period of more than six months from the date becoming payable.

(b) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise duty and Cess outstanding on account of dispute.

10. The Company is not having any accumulated losses at the end of the financial Year. The company has not incurred cash losses in the said financial year and in the financial year immediately preceding the said financial year;

11. Based on our audit procedure and in the information & explanation given to us we are of the opinion that the company has not defaulted in repayment of dues to financial institutions and banks. The company has no debenture holders.

12. In our opinion and according to the information & explanation given to us, no Loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing in shares and other investments and timely entries have been made there in. Further the company in its own name has held such securities.

15. The company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any loan during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, the company has not used the funds borrowed on short term basis for long-term investment and vice versa.

18. During the year 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.

19. The Company has not issue any debentures during the years, nor did it have any outstanding debentures at the beginning of the year.

20. The Company has not raised any money through a public issue during the year.

21. In our opinion and according to the information and explanation given to us no fraud on or by the company has been noticed or reported during the year that caused the financial statement to be materially misstated.

For K. U. KOTHARI & CO. Chartered Accountant

Prakash Chechani (Partner)

Place : Mumbai Dated : 25.05.2012


Mar 31, 2011

We have audited the attached Balance Sheet of NETLINK SOLUTIONS (INDIA) LIMITED (formerly Known as VGR Construction Ltd.) as at 31st March 2011, the annexed Profit & Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this Report. 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements An audit includes, examining on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said Order, to the extent applicable.

Further to our comments in the Annexure referred to above, we report that;

a) We have obtained all the information and explanation, which to the best of our knowledge and the belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts, 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 & 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 & 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, to the extent applicable.

e) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31s1 March, 2011 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 the Notes thereon gives the information required by the Companies Act, 1956 in the manner, so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

I. In the case of Balance Sheet, of the state of the affairs of the Company as at 31st March 2011;

II. In the case of Profit & 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 Flows for the year ended on that date;

Annexure referred to the Auditor's Report to the Shareholders of NETLINK SOLUTIONS (INDIA) LIMITED on the accounts for the year ended 31st March, 2011.

1. 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) The fixed assets were physically verified by the management during the year in accordance with a program of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) The company has not disposed off substantial parts of fixed assets during the year.

2. (a) The physical verification of the inventory has been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable & adequate in relation to the size of the company & the nature of its business.

(c) The company is maintaining proper records of inventory & no material discrepancies were noticed on physical verification.

3. The company has neither granted nor taken any loans, secured or unsecured, to or from the companies, firms or other parties covered in the register maintained under section 301 the Companies Act, 1956:-

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 purchase of Computer Hardware and Software, Consumables, Plant & Machinery, Equipment and other assets. The activities of the company do not involve sale of goods.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transactions that needed to be entered into register have been so entered.

(b) In our opinion and according to the information and explanation given to us, in respect of transactions made in pursuance of the contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public to which the provisions of Section 58 (A) and 58(AA) of the Companies Act, 1956 and the rules made there under would apply.

7. In our opinion the company has an adequate internal audit system commensurate with the size and nature of its business.

8. We are informed that Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the companies Act, 1956 for any of the activities of the company.

9. Statutory and other dues :

(a) According to the records, information & explanation given to us, undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income-tax, sales tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, wherever applicable, have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at the end of the year for a period of more than six months from the date becoming payable.

(b) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess outstanding on account of dispute.

10. The Company is not having any accumulated losses at the end of the financial Year. The company has incurred cash losses in the said financial year but not incurred cash losses in the financial year immediately preceding the said financial year;

11. Based on our audit procedure and in the information & explanation given to us we are of the opinion that the company has not defaulted in repayment of dues to financial institutions and banks. The company has no debenture holders.

12. In our opinion and according to the information & explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing in shares and other investments and timely entries have been made there in. Further the company in its own name has held such securities.

15. The company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any loan during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, the company has not used the funds borrowed on short term basis for long-term investment and vice versa.

18. During the year 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.

19. The Company has not issue any debentures during the years, nor did it have any outstanding debentures at the beginning of the year.

20. The Company has not raised any money through a public issue during the year.

21. In our opinion and according to the information and explanation given to us no fraud on or by the company has been noticed or reported during the year that caused the financial statement to be materially misstated.

For K. U. KOTHARI & CO. Chartered Accountant

Prakash Chechani (Partner)

Place : Mumbai Dated : 3rd May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of NETLINK SOLUTIONS (INDIA) LIMITED (formerly Known as VGR Construction Ltd.) as at 31st March 2010, the annexed Profit & Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this Report. 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes, examining on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003, 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 specified in paragraph 4 & 5 of the said Order, to the extent applicable.

Further to our comments in the Annexure referred to above, we report that;

a) We have obtained all the information and explanation, which to the best of our knowledge and the belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts, 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 & 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 & 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, to the extent applicable.

e) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31s1 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 said accounts read together with the Notes thereon gives the information required by the Companies Act, 1956 in the manner, so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

I. In the case of Balance Sheet, of the state of the affairs of the Company as at 31st March 2010;

II. In the case of Profit & 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 Flows for the year ended on that date;

Annexure referred to the Auditors Report to the Shareholders of NETLINK SOLUTIONS (INDIA) LIMITED on the accounts for the year ended 31st March, 2010.

1. 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) The fixed assets were physically verified by the management during the year in accordance with a program of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) The company has not disposed off substantial parts of fixed assets during the year.

2. (a) The physical verification of the inventory has been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable & adequate in relation to the size of the company & the nature of its business.

(c) The company is maintaining proper records of inventory & no material discrepancies were noticed on physical verification.

3. The company has neither granted nor taken any loans, secured or unsecured, to or from the companies, firms or other parties covered in the register maintained under section 301 the Companies Act, 1956:-

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 purchase of Computer Hardware and Software, Consumables, Plant & Machinery, Equipment and other assets. The activities of the company do not involve sale of goods.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transactions that needed to be entered into register have been so entered.

(b) In our opinion and according to the information and explanation given to us, in respect of transactions made in pursuance of the contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public to which the provisions of Section 58 (A) and 58(AA) of the Companies Act, 1956 and the rules made there under would apply.

7. In our opinion the company has an adequate internal audit system commensurate with the size and nature of its business.

8. We are informed that Central Government has not prescribed maintenance of cost records under Section 209(1)

(d) of the companies Act, 1956 for any of the activities of the company.

9. Statutory and other dues :

(a) According to the records, information & explanation given to us, undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income-tax, sales tax, wealth- tax, service-tax, custom duty, excise duty, cess and other material statutory dues, wherever applicable, have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at the end of the year for a period of more than six months from the date becoming payable.

(b) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess outstanding on account of dispute.

10. The Company is not having any accumulated losses at the end of the financial Year. The company has incurred cash losses in the said financial year but not incurred cash losses in the financial year immediately preceding the said financial year;

11. Based on our audit procedure and in the information & explanation given to us we are of the opinion that the company has not defaulted in repayment of dues to financial institutions and banks. The company has no debenture holders.

12. In our opinion and according to the information & explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund /society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the company has maintained proper records of the transactions and contracts relating to dealing in shares and other investments and timely entries have been made there in. Further the company in its own name has held such securities-.

15. The company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any loan during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, the company has not used the funds borrowed on short term basis for long-term investment and vice versa.

18. During the year 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.

19. The Company has not issue any debentures during the years, nor did it have any outstanding debentures at the beginning of the year.

20. The Company has not raised any money through a public issue during the year.

21. In our opinion and according to the information and explanation given to us no fraud on or by the company has been noticed or reported during the year that caused the financial statement to be materially misstated.

For K. U. KOTHARI & CO.

Chartered Accountant

Place : Mumbai Prakash Chechani

Dated : 17.05.2010 (Partner)


Mar 31, 2003

We have audited the attached Balance Sheet of Netlink Solutions (India) Limited as at 31 st March, 2003, the annexed Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Companys manage- ment. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such check as we considered appropriate and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above :

a. We have obtain 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 accounts as required by law have been kept by the Company so far as appears from our examination of the 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 have been prepared in compliance with the applicable Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e. On the basis of our review of the written representations received from the Directors and taken on record by Board of Directors, we report that, none of the Directors of the company is disqualified as on 31st March. 2003 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 with the notes thereon give the information required by the Companies Act, 1956 in the manne- 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, 2003;

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 Flows for the year ended on that date.

Annexure to the Auditors Report (Referred to in paragraph (2) of our report to the shareholders of Netlink Solutions (India) Limited on the accounts for the year ended 31st March, 2003.)

1. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. We are informed that the fixed assets have been verified by the management during the year. In our opinion the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

2. None of the Fixed Assets have been revalued during the year.

3. The company does not have any stock in trade, hence clauses (iii), (iv), (v) & (vi) of para 4A of the said order are not applicable.

4. The Company has not taken any loan, secured or unsecured, from the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and from the companies under the same management within the meaning of Section 370(1 B) of the Companies Act, 1956.

5. The Company has not granted any loan, secured or unsecured, to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and to the companies under the same management within the meaning of Section 370(1B) of the Companies Act, 1956.

6. The Company has not given any loan or advances in the nature of loan during the year.

7. 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 purchase of computer hardware and software, Consumables, Plant and machinery, equipment and other assets. The activities of the company do not involve sale of goods.

8. The company has not made any purchase or sale of more than Rs. 50,000/- in pursuance of a contracts or arrangements entered in the register maintained under Section 301 of the Companies Act.

9. The Company does not generate any unserviceable or damaged stores, raw material or finished goods.

10. The Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956 and the rules made thereunder would apply.

11. The company is not required to maintain the records for the sale & disposal of by products & scraps since the same is not generated during the year

12. In our opinion, the internal audit system of the company commensurates with the size and nature of its business.

13. We are informed that Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the company.

14. The company is not liable to contribute towards Provident Fund & State insurance as the Provisions of the said Act is not applicable to the company.

15. According to the information & explanation given to us there were no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty & Excise duty, which were outstanding as at the last date of the financial year for a period of more than six months from the date they become payable.

16. No personal expenses have been charged to the revenue account of the company.

17. The company is not a sick industrial company within the meaning of clause (o) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provision) Act, 1985.

In respect of service activities, the company, commensurate with the size and the nature of its business, has a reasonable system of :

18. Allocating man - hours utilized to each project; and

19. Authorization and Control over the allocation of labour Costs to each project.

For MAHADEV DESAI ASSOCIATES Chartered Accountants

MAHADEV T. DESAI Proprietor

Mumbai Dated : 30th June, 2003

 
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