Certificates :: Declaration by Jignesh Shah

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Declaration by the CEO under clause 49 of the Listing Agreement regarding compliance to the code of conduct

Certification by the CEO and CFO on Financial Statements of the Company

We, Jignesh Shah, Chairman & Managing Director and Devendra Agrawal, Chief Financial Officer, certify that:

We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2010 and to the best of our knowledge and belief;

	these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
	these statements together present a true and fair view of the company’s affairs, and are in compliance with the existing accounting standards, applicable laws and regulations

There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the Company’s Code of Conduct;

We accept the responsibility for establishing and maintaining internal controls for financial reporting. We have also evaluated the effectiveness of the internal control systems of the Company with respect to financial reporting, and deficiencies in the design or operation of internal controls, if any, have been disclosed to the Auditors and the Audit Committee. They have been intimated about the steps we have taken or propose to take to rectify these deficiencies.

We have indicated to the Auditors and the Audit Committee of

i.	significant changes in internal control during the year;
ii.	significant changes in accounting policies during the year; the same have been disclosed in the notes to the financial statements; and
iii.	instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee who has a significant role in the Company’s internal control system over financial reporting.

Jignesh Shah
Chairman and Managing Director

Devendra Agrawal
Chief Financial Officer

Place: Mumbai
Date: 29th May, 2010

Auditors' certificate on compliance of conditions of Corporate Governance as per clause 49 of the Listing Agreement of the Stock Exchange

To the members of Financial Technologies (India) Limited

We have examined the compliance of conditions of Corporate Governance by Financial Technologies (India) Limited, for the year ended 31st March, 2010, as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company

Place: Mumbai
Date:11th August, 2010

For Deloitte Haskins & Sells
Chartered Accountants
R. D. Kamat
Partner
Membership No. 36822

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