Auditor Report of Fintech Communication Ltd.

Mar 31, 2012

1. We have audited the attached Balance Sheet of Fintech Communication Ltd as at 31st March 2012 and the Profit and Loss Account for the year ended on that date annexed hereto. 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 test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principle 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 for our opinion.

3. As required by Companies (Auditor''s Report) Order, 2003 as amended by the Companies(Auditor''s Report) Order 2004 (together the ''Order'') issued by the Central Government of India in terms of sub section (4A) of the Section 227 of the Companies Act, 1956 (the ACT) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give 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 above, we report that:

a We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes 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 and Profit and Loss Account dealt with by this report are in agreement with the books of account.

d In our opinion the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956. e On the basis of written representation received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as Director in terms of clause (g) of sub-section (1) of Section 274 of Companies Act, 1956;

f In our opinion, and to the best of our information and according to the explanations given to us, the said financial statements together with the notes there on and attached thereto give in the prescribed manner 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, 2012 and

b. In the case of the Profit and Loss Account, of the Losses for the year ended on that date:

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR''S REPORT OF EVEN DATE TO THE EMBERS OF

FINTECH COMMUNICATION LIMITED

ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2012

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

(b) As explained to us the fixed assets have been physically verified by the management during the year. In our opinion, period of verification is reasonable having regard to the size of the company and nature of its assets. We have been informed that no material discrepancies were noticed on such physical verification.

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

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noted in physical verification of inventory.

(3) (a) As per information and explanation given to us the company has taken unsecured loan from a party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 10, 00,000/- and the year end balance of loan taken from such party was Rs. 10, 00,000/-.

(b) In our opinion, the other terms and conditions on which these interest free loans have been taken are not, prima facie, prejudicial to the interest of the Company. (c ) As per information and explanation given to us the company has not granted any secured or unsecured loan to companies, firms or other parties covered in the register maintained under section 301 of 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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control procedure.

(5) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 have been so entered in the register. (b) During the year the Company has entered into transactions exceeding Rs. 5 lacs, on account of providing business auxillary services, with a party covered in the Register maintained u /s 301 of the Companies Act. As there are no similar transactions, we are unable to express our opinion whether the price charged is reasonable or not.

(6) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

(7) The Company has an internal audit system commensurate with the size and nature of its business during the year under review.

8) We have been informed that the Central Government has not prescribed for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

(9) (a) According to the information and explanations given to us and according to the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, sales Tax, Wealth Tax, Custom Duty, Excise Duty, Fringe Benefit Tax, Education Cess and other material statutory dues with appropriate authorities.

(b) According to the records of the company and the information and explanation given to us, there are no dues in respect of sales tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty, service tax cess which have nit been deposited on account of any dispute.

(10) The Company is registered for less than 5 years hence clause x is not applicable to the company.

(11)According to the information and explanation given to us and based on the documents and records of the Company produced to us and, th company has not defaulted in repayment of dues to any financial institution or bank.

(12) 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.

(13) In our opinion and according to the information and explanation given to us, the nature of the activities of the company does not attract any special statue applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies.

(14) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

(15) According to the information and explanations given to us the company has not given guarantee for loans taken by others from banks or financial institutions during the year.

(16) The company has not obtained any term loan during the year and under review.

(17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised for short - term purposes have been used for long term investment.

(18) The Company has not issued any debentures during the year, hence clause xix of the said order is not applicable to the Company. (19)The Company has not raised Capital by public issues during th year, hence cluse xx of the said order is not applicable to the Company. (20) Based on the audit procedures performed and according to the information and explanations given to us by the management we report that no fraud on or by the Company, has been noticed or reported during the year.

For S M Bhat & Associates

Chartered accountants S M Bhat

Proprietor

M. No. 030696

Firm Reg. No. 131347W

Block H, Ground Floor,

Shri Sadashiv Co-op Hsg Soc

6th Road, Santacruz East

Mumbai 400055

Phone: [phone]

Place: Mumbai

Date: 13-8-2012

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. FINTECH COMMUNICATION LIMITED as at 31st March 2010, together with the Profit & Loss Account of the Company for the year ended on that date. 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.

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:-

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit.

b. In our opinion proper books of accounts as required by the law have been maintained by the company so far as it is appears from our examination of the books.

c. The Balance Sheet & Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting standards referred to in Sub-Section 3(C) of the section 211 of the Companies Act, 1956 to the extent applicable.

e. On the basis of information obtained, we state that none of the Directors of the Company are prima-facie disqualified under Section 274 (1) (g) of the Companies Act, 1956 from being appointed as a Director of the Company as on 31st March, 2010.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give a true and fair view.

i) In the case of Balance Sheet of the State of Affairs of the Company as at 31stMarch, 2010 and

ii) In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date.

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

As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we consider appropriate and in terms of the information and explanations given to us, we state that :-

i) (a) The company has maintained proper records showing full

particulars including quantitative details and situation of fixed assets.

(b) As explained to us all the assets have been physically verified by the management at reasonable intervals during the year. According to the information and explanation given to us, no discrepancies have been noticed on such physical verification by the management

(c) As informed to none of the fixed assets of the company has been disposed off during the year.

ii) (a) The inventories have been physically verified by the management at reasonable intervals during the year

(b) In our opinion the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to size of the company and nature of its business.

(c) In our opinion the company is maintaining proper records of inventory. The description noticed on physical verification were not material in relation to the operations of the company and same have been properly dealt with in the books of accounts.

iii) The company has not taken / granted any loans and advances in the nature of loans from / to parties covered in the registered maintained under section 301of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of plant and machinery, equipments and other assets and sale of goods and services.

v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register in pursuance of section 301 of the Act.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public during the year within the meaning of section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

vii) In our opinion and according to the information and explanations given to us, there is internal audit system commensurate with the size of the Company and the nature of its business.

viii) As informed to us maintenance of cost records has not been prescribed by the Central Government u/s 209(1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

ix) (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2010.

(c) According to the information and explanation given to us there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty or cess outstanding at the year ended on account of any dispute.

x) The accumulated losses of the Company as at 31st March 2010, are more than fifty percent of its net worth. And the company has not incurred any cash loss in the current financial year and also has not incurred cash loss in the financial year immediately preceding financial year.

xi) According to the records of the Company, the Company has not borrowed from financial institutions or banks or issued debentures till 31st March 2010. Hence, in our opinion, the question of reporting on defaults in repayment of dues to financial institutions or banks or debentures does not arise.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to it.

xiv) On the basis of our examination of the companies records we are of the opinion that the company is maintaining adequate records regarding transactions and contracts regarding its dealing in shares and securities and timely entries have been made in these records.

xv) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi) The Company has not taken any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have used for long term investment. No long term funds have been used to finance short-term assets.

xviii) According to the information and explanations given to us, 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.

xix) According to the information and explanations given to us, during the year covered by our audit report, the Company has not issued debentures.

xx) The Company has not made any public issue during the year.

xxi) Based upon on the Audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

For S. M. BHAT & ASSOCIATES

Chartered Accountants

S. M. BHAT

Proprietor

Firm Registration No.

Place : Mumbai

Date : 30-08-2010

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Mar 31, 2009

We have audited the attached Balance Sheet of M/s. FINTECH COMMUNICATION LIMITED as at 31st March 2009, together with the Profit & Loss Account of the Company for the year ended on that date. 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.

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:-

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit.

b. In our opinion proper books of accounts as required by the law have been maintained by the company so far as it is appears from our examination of the books.

c. The Balance Sheet & Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting standards referred to in Sub-Section 3(C) of the section 211 of the Companies Act, 1956 to the extent applicable.

e. On the basis of information obtained, we state that none of the Directors of the Company are prima-facie disqualified under Section 274 (1) (g) of the Companies Act, 1956 from being appointed as a Director of the Company as on 31st March, 2009.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give a true and fair view.

i) In the case of Balance Sheet of the State of Affairs of the Company as at 31stMarch, 2009 and

ii) In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date.

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

As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we consider appropriate and in terms of the information and explanations given to us, we state that :-

i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us all the assets have been physically verified by the management at reasonable intervals during the year. According to the information and explanation given to us, no discrepancies have been noticed on such physical verification by the management

(c) As informed to none of the fixed assets of the company has been disposed off during the year.

ii) (a) The inventories have been physically verified by the management at reasonable intervals during the year

(b) In our opinion the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to size of the company and nature of its business.

(c) In our opinion the company is maintaining proper records of inventory. The description noticed on physical verification wer not material in relation to the operations of the company and same have been properly dealt with in the books of accounts.

iii) The company has not taken / granted any loans and advances in the nature of loans from / to parties covered in the registered maintained under section 301of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of plant and machinery, equipments and other assets and sale of goods and services.

v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register in pursuance of section 301 of the Act.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public during the year within the meaning of section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

vii) In our opinion and according to the information and explanations given to us, there is internal audit system commensurate with the size of the Company and the nature of its business.

viii) As informed to us maintenance of cost records has not been prescribed by the Central Government u/s 209(1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

ix) (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess during the year except the Fringe Benefit Tax and Sales tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2009 except Fringe Benefit Tax and Sales tax for a period of more than six months from the date they become payable.

(c) According to the information and explanation given to us there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty or cess outstanding at the year ended on account of any dispute.

x) The accumulated losses of the Company as at 31st March 2009, are more than fifty percent of its net worth. And the company has not incurred any cash loss in the current financial year and has incurred cash loss of Rs. 109210/- in the financial year immediately preceding the financial year.

xi) According to the records of the Company, the Company has not borrowed from financial institutions or banks or issued debentures till 31st March 2009. Hence, in our opinion, the question of reporting on defaults in repayment of dues to financial institutions or banks or debentures does not arise.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to it.

xiv) On the basis of our examination of the companies records we are of the opinion that the company is maintaining adequate records regarding transactions and contracts regarding its dealing in shares and securities and timely entries have been made in these records.

xv) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi) The Company has not taken any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have used for long term investment. No long term funds have been used to finance short-term assets.

xviii) According to the information and explanations given to us, 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.

xix) According to the information and explanations given to us, during the year covered by our audit report, the Company has not issued debentures.

xx) The Company has not made any public issue during the year.

xxi) Based upon on the Audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

For S. M. BHAT & ASSOCIATES

Chartered Accountants

S. M. BHAT

Proprietor

Place : Mumbai

Date : 04-08-2009