M P Telelinks Ltd

We have audited the attached Balance Sheet of M.P.TELELINKS LTD., as at 31stMarch 2009 and also the Profit and Loss Account and Cash Flow Statement of the Company forthe year ended on that date both annexed thereto. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion onthese financial statements based on our audit.

1. We have conducted our audit in accordance with auditing standards generally acceptedin India. These standards require that we plan and perform the audit to obtain responsibleassurance about whether the financial statements are free of material misstatements. Anaudit includes examining on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management as well as evaluating the overallfinancial statements' presentation. We believe that our audit provides a reasonable basisfor our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 (The Order) issued bythe Central Government of India in terms of Sec. 227(4A) of the Companies Act, 1956, weenclose herewith an Annexure on the matters specified in paragraphs 4 and 5 of the saidorder 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 ourknowledge 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 theCompany 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 bythis report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt 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 31^stMarch 2009, and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March 2009, from being appointed as a Director interms 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 31^stMarch 2009; and

g) in the case of the Profit and Loss Account, of the Loss for the year ended on thatdate; and

h) in the case of the Cash Flow Statement, of the Cash Flow for the year ended on thatdate.

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

1. The Company has maintained proper records showing full particulars includingquantitative details and location of fixed assets. Some of the fixed assets of the Companywere physically verified during the year by the management in accordance with a programmeof verification, the frequency of which is reasonable. To the best of our knowledge, nosignificant discrepancies were noticed on such verification. As per the records of theCompany, no substantial part of fixed assets has been disposed off during the year andtherefore do not effect the going concern concept.

2. The stocks of finished goods, stock in process, stores and consumables and rawmaterials have been physically verified during the year by the management. The proceduresof physical verification, in our opinion, are reasonable and adequate in relation to thesize of the Company and nature of its business.

On the basis of our examination of the records of inventory, we are of the opinion thatthe Company is maintaining proper records of inventory.The discrepancies noticed onverification 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 hasneither granted nor taken any loans, secured or unsecured, to or from companies, firms orother parties covered in the register maintained under Section 301 of the Companies Act1956.

4. In our opinion, and according to the information and explanations given to us, thereare adequate internal control procedures commensurate with the size of the Company and thenature of its business, with regard to purchase of inventory and fixed assets and for thesale of goods. During the course of our audit, we have not observed any continuing failureto correct major weaknesses in internal controls.

5. In our opinion, and according to the information and explanations given to us, thetransactions made in pursuance of contracts or arrangements entered in the registermaintained under Section 301 of the Companies Act, 1956, and aggregating during the yearto Rs. 5,00,000 or more in respect of each party, have been made at prices which arereasonable having regard to prevailing market prices as available with the Company.

6. The Company has not accepted any deposits from the public and hence, compliance interms of Section 58A and 58AA of the Act and the Rules framed thereunder are notapplicable.

7. In our opinion, the Company has adequate internal audit system in commensurate withits size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant tothe order issued by the Central Government for maintenance of cost records under Section209 (1 )(d) of the Act in respect of Cables and are of the opinion that, prima facie, theprescribed accounts and records have been made and maintained. We have not, however, madea detailed examination of the records with a view to determine whether they are accurateand complete;

9. According to the records of the Company, undisputed statutory dues includingProvident Fund, Employees State Insurance, Income Tax, Custom Duty, Excise Duty, Cess andother statutory dues, other than Sales Tax and Entry Tax have been regularlydeposited with the appropriate authorities.

There were no undisputed amounts payable in respect of the aforesaid dues which wereoutstanding as at 31st March, 2009 for a period of more than six months from the date theyhave become payable.

10 a. The Company have accumulated losses of Rs. 1407.05 lac as at the end of thefinancial year. The Company has incurred cash losses of Rs. 379.16 lac during the yearunder 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 disputeare as under:—

11. In our opinion, on the basis of audit procedures and on the information andexplanations given to us, the Company has not defaulted in repayment of any dues tofinancial 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 basisof information and explanations given to us, the Company has not granted any loans andadvances 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 benefitfund/society.Therefore, the provisions of clause 4(xiii) of the order are not applicableto the Company.

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

15. Based on examination of documents and records made available to us and on the basisof information and explanations given to us, the Company has not given any guarantees infavour 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 basisof information and explanations given to us, the Company has not taken any term loans andhence, our requirements of reporting, regarding application of term loan in terms ofClause (xvi) of the Order does not arise.

17. Based on examination of documents and records made available and on the basis ofinformation and explanations given to us, the Company has not used funds raised on shortterm basis for long term investment and has not raised any funds on long term basis duringthe year.

18. During the year, the Company has not made any preferential allotment of shares toany parties or companies covered in the register maintained under Section 301 of theCompanies 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 andexplanations given to us by the management, we report that no fraud on or by the Companyhas been noticed or reported during the year.