Auditor Report of MP Telelinks Ltd.

Mar 31, 2009

We have audited the attached Balance Sheet of M.P.TELELINKS LTD., as at 31st March 2009 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date both annexed thereto. 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.

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

2. As required by the Companies (Auditors Report) Order, 2003 (The Order) issued by the Central Government of India in terms of Sec. 227(4A) of the Companies Act, 1956, we enclose herewith an Annexure on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

3. 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 account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the 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 2009, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2009, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 and

f) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2009; and

g) in the case of the Profit and Loss Account, of the Loss for the year ended on that date; and h) in the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

The Annexure referred to in paragraph 2 of our report to the members of M.P.Telelinks Ltd., for the year ended March 31,2009, we report that:

1. The Company has maintained proper records show- ing full particulars including quantitative details and location of fixed assets. Some of the fixed assets of the Company were physically verified during the year by the management in accordance with a programme of verification, the frequency of which is reasonable. To the best of our knowledge, no significant discrep- ancies were noticed on such verification. As per the records of the Company, no substantial part of fixed assets has been disposed off during the year and therefore do not effect the going concern concept.

2. The stocks of finished goods, stock in process, stores and consumables and raw materials have been physically verified during the year by the man- agement. The procedures of physical verification, in our opinion, are reasonable and adequate in relation to the size of the Company and nature of its busi- ness.

On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory.The discrep- ancies noticed on verification between the physical stocks and the book records were not material.

3. As per the records produced to us and explanations offered thereon, the Company has neither granted nor taken any loans, secured or unsecured, to or from 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 purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. 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 register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs. 5,00,000 or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices as avail- able with the Company.

6. The Company has not accepted any deposits from the public and hence, compliance in terms of Section 58A and 58AA of the Act and the Rules framed there- under are not applicable.

7. In our opinion, the Company has adequate internal audit system in commensurate with its size and na- ture of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the order issued by the Central Government for maintenance of cost records under Section 209 (1 )(d) of the Act in respect of Cables and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete;

9. According to the records of the Company, undis- puted statutory dues including Provident Fund, Em- ployees State Insurance, Income Tax, Custom Duty, Excise Duty, Cess and other statutory dues, other than Sales Tax and Entry Tax have been regularly deposited with the appropriate authorities.

There were no undisputed amounts payable in re- spect of the aforesaid dues which were outstanding as at 31st March, 2009 for a period of more than six months from the date they have become payable.

10 a. The Company have accumulated losses of Rs. 1407.05 lac as at the end of the financial year. The Company has incurred cash losses of Rs. 379.16 lac during the year under review, as well as in the immediately preceding financial year.

b. Details of dues of Income Tax which have not been deposited on account of dispute are as under:—

Name of Statute Forum where case Nature of Dues Period of Dispute Amount is pending (In Rs. Lacs).

The Income Tax Act CIT(A) Income Tax A.Y.2004-2005 136.50 A.Y.2006-2007 100.34

11. In our opinion, on the basis of audit procedures and on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions or banks or debenture holders as may be applicable thereto.

12. Based on examination of documents and records made available to us and on the basis of information and explanations given to us, the Company has not granted any loans and advances on the security by way of pledge of shares, debentures or any 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 order are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other invest- ments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

15. Based on examination of documents and records made available to us and on the basis of information and explanations given to us, the Company has not given any guarantees in favour of any financial institutions including banks on behalf of any third party.

16. Based on examination of documents and records made available to us and on the basis of information and explanations given to us, the Company has not taken any term loans and hence, our requirements of reporting, regarding application of term loan in terms of Clause (xvi) of the Order does not arise.

17. Based on examination of documents and records made available and on the basis of information and explana- tions given to us, the Company has not used funds raised on short term basis for long term investment and has not raised any funds on long term basis during the year.

18. During the year, the Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has neither issued nor had any outstanding debentures during the year.

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

21. Based upon the audit procedures performed and on the basis of 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 V. BAPNA & COMPANY Chartered Accountants

Gwalior VIRENDRA BAPNA

April 16,2009 Partner

(M.No. 16318)