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