Certification
Pursuant to 18 U.S.C. Section 1350
As
Adopted Pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002
I,
Boo-Ali Siddiqui, certify that:
(1) I
have reviewed this annual report on Form 10-K for the fiscal year ended June 30,
2010 of NetSol Technologies, Inc., ("Registrant").
(2) Based
on my knowledge, this report does
not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of
the circumstances under which such statements were
made, not misleading with respect to
the period covered by this annual report;
(3) Based
on my knowledge, the financial statements and other financial
information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this report;
(4) The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a)
designed such disclosure controls and procedure, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
(b) designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c)
evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and
(c)
disclosed in this report any changes in
the registrant's internal control over
financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report)
that has materially affected, or
is reasonably likely to materially affect,
the registrant's internal control over
financial reporting; and;
(5) The
registrant's other certifying officer(s) and I have disclosed, based on our most
recent evaluation of the internal control over financial
reporting, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
(a) all
significant deficiencies and material weaknesses in the
design or operation of internal control over
financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and
(b) any
fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: January
31, 2011
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/s/ Boo-Ali Siddiqui
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Boo-Ali
Siddiqui
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Chief
Financial Officer
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Principal
Accounting Officer
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