Auditor Report of Bharatiya Global Infomedia Ltd.

Mar 31, 2016

TO THE MEMBERS OF

Bharatiya Global Infomedia Limited

Report on the Financial Statements

1. We have audited the accompanying standalone financial statements of BHARATIYA GLOBAL INFOMEDIA LIMITED (CIN No. L74999DL1994PLC062967) (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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

3 Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date subject to non-provision of amount recoverable from inter-corporate deposits amounting to principal amount of Rs 5.40 crores along with accrued interest, thereby, increasing the profit by the same amount as further detailed in note no. 32 of notes to accounts, non-provision of penalty imposed by SEBI of Rs 6 crores as further detailed in note no 31, no provision for diminution in value of quoted investment amounting to Rs 0.99 Lacs, thereby increasing the profit by the same amount as further detailed in note no. 36, confirmation and reconciliation of some of accounts as further detailed in note no. 26 and provision of gratuity etc. without considering the actuarial valuation as mentioned in note no37.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor’s Report) Order, 2016’, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B’’.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i) The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016, on its financial position in its financial statements.

ii) The Company has made provision as at March 31, 2016, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2016

Annexure- A to Independent Auditors’ Report

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of BHARATIYA GLOBAL INFOMEDIA LIMITED (CIN No. L74999DL1994PLC062967) on the standalone financial statements as of and for the year ended March 31, 2016

I (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets have been physically verified by the management during the year in a phased manner and no material discrepancies have been noticed on such verification. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of free hold immovable properties are held in the name of the Company.

ii. The management has conducted physical verification of inventory at reasonable intervals and no material discrepancies in inventory were noticed on physical verification.

iii The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, the provisions of Clause 3(iii), (iii) (a), (iii) (b) & (iii) (c) of the said Order are not applicable to the Company.

iv According to the information and explanations given to us and the records of the Company examined by us, in our opinion in respect of loans, investments, guarantees & security the provisions of section 185 and 186 of the Companies Act,2013 have been complied with.

v. The Company has not accepted any deposits from the public.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Govt. for the maintenance of Cost Records under sub section 1 of section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have however, not made a detailed examination of these records.-N/A to this Company.

vii. (a) According to the information and explanations given to us and the records of the

Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax sales tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March,2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the dues outstanding of income-tax, wealth-tax, sales tax, service-tax, duty of customs, duty of excise, value added tax and cess which have not been deposited on account of any dispute as at March 31, 2016.

Name of the Statute	Nature of dues	Amount (In Rupees)	Period to which the amount relates	Remarks, if any
Income Tax Act, 1961	Demand u/s 143(1) (a)	9,57,632	2006-07	Application for Rectification u/s 154 has already been submitted
Income Tax Act, 1961	Demand u/s 115_WE	1,79,547	2009-10	Application for Rectification u/s 154 has already been submitted
Income Tax Act, 1961	Demand u/s 220(2)	1,19,522	2011-12	Adjusted against refund of AY 2013-14 and 2014-15
Income Tax Act, 1961	Demand u/s 143(3)	8,19,810	2012-13	Application has already been moved to adjust the same against the refund of AY 2009-10 and 2010-11
Income Tax Act, 1961	Demand u/s 234 E	16,200	2014-15
		2,00,206	2013-14
		38,400	2012-13
		42,600	2015-16

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

Ix Based on the audit procedures applied by us and according to the information & explanations provided by the management, the Company has not raised any moneys by further public offer (including debt instruments) during the year. Term loans taken by the company during the year have been applied for the purpose for which the loans were obtained.

X During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has paid and provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Companies Act 2013.

xii. In our opinion & according to the information & explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the records of the Company examined by us and the information and explanation given to us, the company has complied with section 177 and 188 of the Companies Act 2013 in relation to transaction with related parties and the details have been disclosed in the Financial Statements.

xiv. The company has not made any equity/preferential allotment of share warrants during the year under review and the requirement of Section 42 of the Companies Act, 2013 to be complied are not applicable.

v. As per the information & explanations given to us the company has not entered into any non cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

Report on the Internal Financial Controls

We have audited the internal financial controls over financial reporting of BHARATIYA GLOBAL INFOMEDIA LIMITED (CIN No. L74999DL1994PLC062967) (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed 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. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S A M P R K & Associates

Chartered Accountants

Firm Registration No 013022N

CA. Pankaj Sharma

Partner

Membership No. 093446

Place : New Delhi

Dated : 30/05/2016

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of Bharatiya Global Infomedia Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the statement of Profit and loss accounts, the Cash Flow Statement for Year ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to preparation and presentation of these standalone financial statements that give a true and fair view of financial position, financial performance and Cash Flows of the company in accordance with the accounting principles generally accepted in India including the Accounting Standard specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. The responsibility also includes maintenance of adequate accounting records in accordance with the provision of Act for safeguarding the Assets of the Company and for preventing and detecting frauds and other regularities: selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of accounting standard, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under.

We have conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 of the financial statement that give a true and fair view in order to design audit procedure that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the

operating effectiveness of such control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Director, 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 on standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 of the state of affairs of the Company as on 31st March 2015, its Profit and Loss Account and its Cash Flow Statement for the year ended on that date subject to non-provision of amount recoverable from inter-corporate deposits amounting to principal amount of Rs 5.50 crores along with accrued interest, thereby increasing the profit by the same amount as further detailed in note no.35 of notes on accounts, non-provisions of amount of penalty imposed by SEBI of Rs 6 crores as further detailed in note no .34, non-provision of amount of interest on loan taken from LIC against Keyman Insurance Policy as further detailed in note no. 39, non-provision for diminution in value of quoted investment amounting to Rs0.62 Lacs thereby increasing the profit by the same amount as further detailed in note no. 40 and confirmation & reconciliation of some of the accounts as further detailed in note no. 29 of the notes on accounts

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matter specified in paragraphs 3 and 4 of the order to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) we have sought and 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 it appears from our examination of those books;

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

e) On the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matter to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations give to us:

1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements

2) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

3) The provision relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year.

Annexure to the Independent Auditors' Report

Annexure referred to in paragraph "Report on other Legal and Regulatory Requirements' of our

report of even date

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

As explained to us, the inventories have been physically verified at regular intervals by

the Management.

a) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) According to the information and explanations given to us, the Company has granted loan to a subsidiary company listed in the register maintained under Section 189 of the Companies Act, 2013. The maximum amount outstanding during the year was Rs 2,09,10554 ( Previous Rs 1,84,00,000 Nil)

(i) The principal amounts are not received regularly. No interest has been received.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our Audit, we have not observed any major weakness or continuing failure to correct major weaknesses in internal control system.

(v) The company has not received any public deposits during the year.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii) In respect of statutory dues:

(a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities though there has been long delay in few cases.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable.

(c ) According to the records of the company, the dues outstanding of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any disputes, are as follows:-

Name of the Statute Nature of dues Amount (In Rupees)

Income Tax Act, 1961 Demand u/s 119522 220(2)

Delhi Value Added Tax, On line demand 237807 2004

Name of the Statute Period to which the Remarks, if any amount relates

Income Tax Act, 1961 AY 2011-12

Delhi Value Added Tax, - 2004

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise as at 31st March, 2015, the Company has been registered for less than 5 years; hence, clause 3(vii)(c) of the Order is not applicable to it.

(viii) The company does not have the accumulated losses at the end of financial year. The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xi) The company has not obtained any term loan during the year, so this para of order is not applicable.

(xii) To the best of our knowledge and according to the information and explanations given tous, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For S A M P R K & ASSOCIATES Chartered Accountants Firm Registration No. 013022N

CA. Pankaj Sharma Place: New Delhi Partner Dated: 30/05/2015 Membership No. 093446

---

Mar 31, 2014

We have audited the accompanying financial statements of BHARATIYA GLOBAL INFOMEDIA LIMITED ("the Company" which comprise of the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the period then ended as on that date annexed thereto, a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements

The Company''s 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 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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 subject to non-provision of amount recoverable from inter-corporate deposits amounting to principal amount of Rs.5.60 crores along with accrued interest, thereby increasing the profit by same amount as further detailed in note no. 35 of notes on accounts, non- provision of amount of penalty imposed by SEBI of Rs.6 crores as further detailed in note no. 34 , non-provision of amount of interest on loan taken from LIC against Keyman Insurance Policy as further detailed in note no. 40, non-provision for diminution in value of quoted investments amounting to Rs.0.39 Lacs thereby increasing the profit by the same amount as further detailed in note no. 41and confirmation & reconciliation of some of the accounts as further detailed in note no. 29 of the notes on account :

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2014 and;

ii) In the case of the Statement of Profit and Loss, of the profit for the period ended on that date.

iii) In the case of Cash flow statement, of the cash flows for the period ended on that date.

Report on other Legal & Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the company, as we considered appropriate, we enclose in the annexure a statement on the matters specified in the said 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, the 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, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT Referred to in paragraph 3 of our report of even date,

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Fixed Assets are physically verified by the management according to regular programme of periodical verification in phased manner, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any substantial part of its Fixed Assets.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) (a) As per information and explanation provided to us by the management of the company, the Company has granted loan to a subsidiary company listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.1,84,00,000 (Previous Year Nil). And the year end balance of such loan was Rs.1,84,00,000 (Previous year Nil).

(b) As per information and explanation provided to us by the management of the company, the Company has not taken any loan from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(c) As per information and explanation provided to us by the management of the company, the loan granted to the subsidiary company covered in the register maintained under section 301 of the Act is interest free.

(d) As per information and explanation provided to us by the management of the company, no specific terms of repayment has been specified in the case of loan granted to the subsidiary company listed in the register maintained under section 301 of the Act, and repayment shall be made on demand.

(iv) 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in internal controls.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The company has not accepted any deposits as defined under sections 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records have not been prescribed by the Central Govt. under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the records of the company, in our opinion the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee''s state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of provident fund, income tax, sales tax, customs duty, excise duty, wealth tax, Service Tax and other material statutory dues which were in arrears for more than six months from the date they become payable.

Name of the Statute Nature of Amount (in Rs.) Period to which Dues amount relates

Income Tax Act, 1961 Interest on 6,62,956 01.04.09 to 31.03.14 late payment of TDS

Income Tax Act, 1961 Late filing 81,000 01.07.12 to 31.03.14 of TDS Returns

(c) Detail of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and cess which have not been deposited as on 31st March 2014 on account of disputes are given below:

Name of the Statute Nature of Dues Amount Period to which (in lacs) amount relates

Income Tax Act, 1961 Tax / Interest 13.10 AY 2012-13

Name of the Statute Forum where the dispute is pending

Income Tax act 1961 DCIT, New Delhi

(x) The company has no accumulated losses as on 31st March 2014 and it has not incurred any cash losses during the financial period ended on that date or in the immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein

(xv) 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 during the year.

(xvi) The Company has not obtained any term loans during the current year.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, some of the funds raised on a short term basis have been used for long term investments.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised money by way of public issues during the year.

(xxi) Based on the audit procedures performed and information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For K Prasad & Co. Chartered Accountants Firm No. 002755N Place : New Delhi K.M Agarwal Date: 29.05.2014 Partner M. No. 016205

---

Jun 30, 2013

1. We have audited the accompanying financial statements of BHARATIYA GLOBAL INFOMEDIA LIMITED ("the Company") which comprise the Balance Sheet as at June 30, 2013, the Statement of Profit and Loss Account and the Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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.

Auditors'' Responsibility

3. 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.

4. 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion:

i) No Provision has been made in the books of account of amount recoverable from inter-corporate deposits amounting to principal amount of Rs. 6 crores along with accrued interest thereby increasing the profit by same amount as further detailed in note no. 35 of notes on accounts.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, 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 subject to confirmation and reconciliation of some of the accounts as further detailed in note no. 29 of the notes on account and non-provision of amount recoverable from inter-corporate deposits amounting to principal amount of Rs. 6 crores along with accrued interest, thereby increasing the profit by same amount as further detailed in note no. 35 of notes on accounts.:

i) In the case of Balance Sheet, of the state of affairs of the company as at 30th June, 2013 and;

ii) In the case of the Statement of Profit and Loss, of the profit for the period ended on that date;and

iii) In the case of Cash flow statement, of the cash flows for the period ended on that date.

Report on Other Legal and Regulatory Requirements

7. 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.

8. 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) except for the effects of the matters described in paragraph of the Basis for Qualified Opinion paragraph in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the directors as on June 30, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on June 30, 2013, 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.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 6 of our report of even date,

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Fixed Assets are physically verified by the management according to regular programme of periodical verification in phased manner, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any substantial part of its Fixed Assets except for the fixed assets written off during the year written down value of which is Rs. 41,41,299/-.

(ii) (a) The inventory has been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of stock-in-trade followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of the Company in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material. (iii) (a) As per information and explanation provided to us by the management of the company, the Company has not granted loans to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) As per information and explanation provided to us by the management of the company, the Company has not taken loan from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 as at 30.06.2013. (Previous year Rs. 10,36,645/-)

(c) As per information and explanation provided to us by the management of the company, the loan taken from the body corporate covered in the register maintained under section 301 of the Act is interest free. The terms and conditions on which loans have been taken are not prima facie prejudicial to the interest of the company.

(d) As per information and explanation provided to us by the management of the company, no specific terms of repayment has been specified in the case of loan taken from the body corporate listed in the register maintained under section 301 of the Act, and repayment shall be made on demand.

(iv) 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 purchases of stock-in-trade, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in internal controls.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The company has not accepted any deposits as defined under sections 58A and section 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records have not been prescribed by the Central Govt. under section 209 (1) (d) of the Companies Act, 1956.

(ix) In our opinion the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee''s state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax, cess and any other statutory dues applicable to it except in depositing Tax deduction at Source and Service Tax.

(x) The company has no accumulated losses as at 30th June 2013 and it has not incurred any cash losses during the financial period ended on that date or in the immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein.

(xv) 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 during the year.

(xvi) The Company has not obtained any term loans during the year.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment and vice-versa.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act during the year.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised money by way of public issues during the year. The Company has raised a sum of Rs. 5510.40 lacs (including share premium of Rs. 4838.40 lacs) by way of public issues during the financial year 2011-2012. However, with regard to the disclosure of the end use of the money raised through public issue, it is submitted that an enquiry was conducted by the Security and Exchange Board of India (SEBI), final report of which is still awaited. The end use of the funds raised is under scrutiny before the appropriate authorities and due mentioned has been made in notes to financial statements (refer Note no. 34); hence, we have not commented upon the utilization of IPO proceeds

(xxi) Based on the audit procedures performed and information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SNMG & CO. Chartered Accountants

(Firm No. 004921N)

Sd/-

Place : New Delhi Neeraj Gupta

Date : 29 August, 2013 Partner

M. No.087004

---

Mar 31, 2012

We have audited the attached Balance Sheet of BHARATIYA GLOBAL INFOMEDIA LIMITED as at 31st March 2012 and the statement of Profit and Loss Account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion and report thereto:

2. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act. 1956 and on the basis of such checks of the books and records of the company, as we considered appropriate, and in terms of the information and explanations given to us, v/e enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable to the company.

3. Further to our comments in annexure referred to in paragraph (3) 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 purpose of our audit.

(b) In our opinion, the company as required by law. has kept proper books of account so far as appears from our examination of such books.

(c) The Balance Sheet and the statement of Profit & Loss Account dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and the statement of Profit & Loss Account dealt with by this report, comply with the Accounting Standards referred in sub - section 3(C) of section 211 of the companies Act. 1956.

(e) On the basis of written representations received from the directors as on 31.03.2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31.03.2012 from being appointed as directors in terms of clause (g) of sub-section (1) of sector 274 of the Companies Act. 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us. the said accounts and read with the other notes thereon give the information required by the Companies Act, 1956. in the manner so required and give a true and fair view/in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2012:

ii) In the case of the statement of Profit and Loss Account, of the profit for the year ended on that date; and

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date,

(i) (a) The company has generally maintained proper records showing particulars including quantitative details and situation of fixed assets.

(b) As explained to us. the Fixed Assets are physically verified by the management at reasonable intervals in a phased verification programme, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any part of its Fixed Assets so as to affect its going concern except for the fixed assets written off during the year written down value of which is Rs. 935710/-.

(ii) (a) The inventory has been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not maternal.

(iii) (a) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties, covered in the register maintained under section 301 of the Companies Act, 1956. except Rs. 10.36.645/- taken from partes as unsecured loans and Rs. 19.88.768/ - as secured loans outstanding as on 31.03.2012. The repayment of an unsecured loan is overdue to the extent of Rs. 7.92 lacs as on 31. 03.2012. In respect of other unsecured loans obtained from parties other than banks/financial institutions, there are no specific terms and conditions as to the repayment of these loans. In the absence of any terms and conditions regarding repayment of these unsecured loans, we are unable to comment whether the same are prima facie prejudicial to the interest of the company.

(iv) 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in internal controls.

(v) (a) On the basis of the audit procures performed by us and according to the information. explanations and representations given to us. we are of the opinion that, the transactions in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act 1956. and which were required to be entered in the register maintained under section 301 of the Companies Act. 1956. have so entered.

(b) According to the information and explanations given to us. transactions exceeding the value of Rs. 5.00.000/- have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits as defined under sections 58A of the Companies Act. 1956 and the Companies (Acceptance of Deposits) Rules. 1975.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business. The company has appointed an internal auditor w.e.f. 01.04.2011.

(viii) According to the information and explanations given to us. maintenance of cost records have not been prescribed by the Central Govt, under section 209 (1) (d) of the Companies Act. 1956.

(ix) (a) According to the records of the company, in our opinion the company is generally regular in deposing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax. sales tax. wealth tax. custom duty, excise duty, cess and any other statutory dues applicable to it except in depositing Tax deducted at Source.

(b) According to the information and explanations given to us. there are no undisputed amount payable in respect of income tax. sales tax. customs duty, wealth tax and excise duty were outstanding as on 31 c March 2012 for a period of more than six months from the date becoming payable except the following:

Name of Nature of Dues Amount Period to which Date of the statute in Lacs the amount relates Payment

Income Tax Act TDG 5.75 lacs 01.04.2011 to 30.09.2011 28.08.2012

(x) The company has no accumulated losses as at 31st March 2012 and it has not incurred any cash losses during the financial period ended on that date or in the immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date except for Rs. 7.92 lacs which are overdue as at 31.03 2012

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) In respect of shares, securities, debentures and other investments, dealt in or traded by the company, proper records have been maintained in respect of transactions and contracts, and belay entries have been made therein.

(xv) 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 during the year.

(xvi) The Company has not obtained any term loans during the current year except for unsecured loans taken from Banks/financial institutors/other parties.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, there are no funds raised on a short term basis which have been used foe long term investment and vice-versa.

(xvii) According to the information and explanations given to us. the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the period.

(xix) According to the information and explanations given to us. during the period covered by our audit report, the company has not issued any debentures.

(xx) According to the information and explanations given to us. the company has raised a sum of Rs. 5510.40 lacs (including share premium of Rs. 4838.40 lacs) by way of public issues during the year under review. However, with regard to the disclosure of the end use of the money raised through public issue, it is submitted that an enquiry is pending before the secuntries and exchange board of India (SEBI). The end use of the funds raised is under scrubbing before the appropriate authonties and due mentioned has been made in notes to financial statements [refer note No. 34J; hence we have not commented upon the obligation of IPO proceeds.

(xxi) Based on the audit procedures performed and information and explanations given to us. we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SNMG & CO.

Chartered Accountants

(Firm No. 004921N)

Sd/-

(Neeraj Gupta)

Partner

(M. No. 087004)

PLACE: NEW DELHI

DATED 29.08.2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of BHARATIYA GLOBAL INFOMEDIA LIMITED as at 31st March 2011 and the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion and report thereto:

2. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the company, as we considered appropriate, and in terms of the information and explanations given to us, we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable to the company.

3. Further to our comments in annexure referred to in paragraph (3) 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 purpose of our audit.

(b) In our opinion, the company as required by law, has kept proper books of account so far as appears from our examination of such books.

(c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report, comply with the Accounting Standards referred in sub - section 3(C) of section 211 of the companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31.03.2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31.03.2011 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, they said statements of accounts subject to investment in BGIL films & technologies Ltd .not being in the name of the company as detailed in note no. 12 of Notes on Accounts (Schedule No. 16) and Non- provision of retirement benefits as detailed in Note no. 13 of Notes on accounts (Schedule No. 16) together with the other notes, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i) In the case of Balance Sheet, of the state of affairs of the company as at 31ST March 2011 and

ii) In the case of Profit and Loss Account, of the profit for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 3 of our report of even date,

(i) (a) The company has generally maintained proper records showing particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the Fixed Assets are physically verified by the management at reasonable intervals in a phased verification programme, which in our opinion, is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any part of its Fixed Assets so as to affect its going concern.

(ii) (a) The inventory has been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

(B) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) (a)According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties, covered in the register maintained under section 301 of the Companies Act, 1956 except Rs. 2,34,64,831/- taken from parties as unsecured loans and Rs. 59,27,956/- as secured loans. The Company is not regular in repayment of these loans. In respect of some unsecured loans obtained from parties other than banks/financial institutions, there are no specific terms and conditions as to the repayment of these loans. In the absence of any terms and conditions regarding repayment of these unsecured loans, we are unable to comment whether the same are prima facie prejudicial to the interest of the company.

(iv) 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in internal controls.

(v) (a) On the basis of the audit procedures performed by us and according to the information, explanations and representations given to us, we are of the opinion that, the transactions in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act, 1956, and which were required to be entered in the register maintained under section 301 of the Companies Act, 1956, have so entered.

(b) According to the information and explanations given to us, transactions exceeding the value of Rs. 5,00,000/- have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits as defined under sections 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records have not been prescribed by the Central Govt, under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the records of the company, in our

opinion the company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee''s state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of income tax, sales tax, customs duty, wealth tax and excise duty were outstanding as on 31st March 2011 for a period of more than six months from the date becoming payable except the following:

Name of Nature of Dues Amount Period to which Date of

the Statute in Lacs the amount relates Payment

Service Tax Act Interest on Service Tax 21.92 01.10.2007 to 30.09.2010 25.05.2011

Income Tax Act TDS 3.03 01.04.2010to 30.09.2010 24.05.2011

(X) The company has no accumulated losses as at 31st March 2011 and it has not incurred any cash losses during the financial period ended on that date or in the immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date, however Rs.

11.94 lacs was overdue as at 31.03.2011.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) In respect of shares, securities, debentures and other investments, dealt in or traded by the company, proper records have been maintained in respect of transactions and contracts, and timely entries have been made therein.

(xv) 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 during the year.

(xvi) The Company has not obtained any term loans during the current year except for unsecured loans taken from Banks/financial institutions/other parties.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment and vice-versa.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the period except allotment of 2280778 bonus equity shares of Rs. 10/- each during the year.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised money by way of public issues during the period.

(xxi) Based on the audit procedures performed and information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SNMG & CO.

Chartered Accountants (Firm No. 004921N) Sd/-

(Neeraj Gupta)

Place : New Delhi Partner

Dated : 30.05.2011 (M. No. 087004)