Auditor Report of Broadcast Initiatives Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Broadcast Initiatives Limited ("the Company"), which comprise the Balance Sheet as at March 31 , 2015, 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 Financial Statements

2. The Company's Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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 financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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 31,2015, and its losses and its cash flows for the year ended on that date.

Emphasis of Matter

9. Without qualifying our opinion, we draw attention to Note 1.01 of the financial statements. The Company's operating results has been materially affected due to various factors and as at March 31, 2015, the Company's accumulated losses has fully eroded the net worth of the Company. The appropriateness of the going concern assumption is dependent on the Company's ability to establish consistent profitable operations as well as raising adequate finance to meet its short term and long term obligations. Based on the mitigating factors discussed in the said note, management believes that the going concern assumption is appropriate and no adjustments have been made in the financial statements for the year ended March 31, 2015.

Report on Other Legal and Regulatory Requirements

10. As required by 'the Companies (Auditor's Report) Order, 2015', 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 statement on the matters specified in paragraphs 3 and 4 of the Order.

11. 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 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, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

(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 explanations given to us:

i) The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in its financial statements.

ii) The Company has made provision as at March 31, 2015, 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, 2015.

Annexure To Independent Auditors' Report

Referred to in paragraph 10 of the Independent Auditors' Report of even date to the members of Broadcast Initiatives Limited on financial statements as of and for the year ended March 31, 2015

i. (a) The Company is maintaining 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 a phased programme designed to cover the items over a period of three years which in our opinion is reasonable having regard to the size of and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

ii. The Company is a service company, primarily rendering broadcasting services. Accordingly, it does not hold any physical inventories.

iii. According to the information and explanation given to us and on the basis of records furnished before us, the company has not granted any loans, secured or unsecured to parties covered in the register maintained under section 189 of the Act.

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. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across, nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 and 74 of the Act and the rule framed there under to the extent notified.

vi. According to information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government as specified under sub-section (1) of Section 148 of the Act, in respect of the services dealt by the 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 not regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, income tax, sales tax, service tax, and other material statutory dues, as applicable, with the appropriate authorities. The statutory dues outstanding for more than six months from the date they became payable is as below:

Tax Deducted at Source : Rs.1,33,43,496/-

Provident Fund: Rs. 3,88,701/-

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no material dues payable in respect of provident fund, employees' state insurance, income tax, sales tax, service tax, and other material statutory dues, as applicable, with the appropriate authorities as at 31st March 2015 which have not been deposited on account of a dispute.

(c) According to the information and explanations given to us, and the records of the Company examined by us, there was no amount required to be transferred to Investor Education and Protection Fund during the year in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

viii. In our opinion, the Company has accumulated losses as at the end of the financial year which are more than fifty per cent of its net worth. The company has incurred cash losses in the financial year ended on that date and also in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanation given to us, the Company has not taken amount from any financial institution or bank or debenture holders as at the balance sheet date.

x. According to the information and explanations given to us, the company has not given any guarantees for loan taken by others from banks or financial institutions during the year.

xi. According to the information and explanations given to us, the company has not raised any term loans during the year.

xii. During the course of 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.

For Ashok Jayesh & Associates Jayesh D Sangani Chartered Accountants Partner (M. No. 036041) Firm Registration No. 100655W Mumbai, May 28, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Broadcast Initiatives Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

I.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 of India ("the Act") 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

2. 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.

3.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 thefinancial statements.

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

Opinion

5. 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

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

Emphasis of Matter

6.Without qualifying our opinion, we draw attention to Note 1.01 of the financial statements. The Company''s operating results has been materially affected due to various factors and as at March 31,2014, the Company''s accumulated losses has fully eroded the net worth of the Company. The appropriateness of the going concern assumption is dependent on the Company''s ability to establish consistent profitable operations as well as raising adequate finance to meet its short term and long term obligations. Based on the mitigating factors discussed in the said note, management believes that the going concern assumption is appropriate and no adjustments have been made in the financial statements for the year ended March 31,2014.

Report on Other Legal and Regulatory Requirements

7.As required by the Companies (Auditor''s Report) Order, 2003 , as amended by the Companies (Auditor''s Report) (Amendment)Order, 2004, ("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 paragraph 4 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, 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, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards except AS-28 with respect to Impairment of Fixed Assets (Refer Note No 2.26) as 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 Independent Auditor''s Report

Referred to in Paragraph 7 of the Auditor''s Report of even date to the members of Broadcast Initiatives Limited on the financial statements for the year ended 31st March 2014 .On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, all the fixed assets have not been physically verified by the management during the year. In our view, the company has not physically verified the assets at reasonable regular intervals for which the company needs to have a defined policy.

(c)There was no disposal of a substantial part of fixed assets during the year.

2. The Company is a service company, primarily rendering broadcasting services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(H) (b) and (c) of the Order are not applicable.

3. (a) According to the information and explanation given to us and on the basis of records furnished before us, the company has not granted any loan secured or unsecured to any party covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly comment on paragraph 4 (iii) (b), (c),(d) are not required.

(b) According to the information and explanation given to us and on the basis of records furnished before us, the Company has taken interest free loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs 11975.91 lacs and balance at the year end is Rs. 11805.17 lacs.

(c) According to information and explanations given to us by the management, the amounts received are long term interest free loans and as such terms and conditions are not prima facie prejudicial to the interest of the Company.

(d)As the company has received the amounts as long term interest free loan without any terms and conditions for repayment, the regularity of repayment towards principal amount does not arise.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information and explanations given to us and in our opinion, the transactions entered into by the company with parties covered u/s 301 of the Act exceeding the value of Rupees Five lacs in a financial year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. In our opinion, the Company has an internal audit system which is commensurate with the size and the nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011, prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie the prescribed cost records have been maintained. We have however, not made a detailed examination of the cost records with at view to determine whether they are accurate or complete.

9.(a)According to the records of the company, the company has not been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Service Tax, Custom Duty, Cess and any other statutory dues as applicable with the appropriate authorities. The statutory dues outstanding for more than six months from the date they became payable is as below:

Tax Deducted at Source - Rs 56,20,335/-

(b) According to the information and explanations given to us, there are no material dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales tax, Service tax, Wealth tax and Cess which have not been deposited with the appropriate authorities on account of any dispute.

10.In our opinion, the accumulated losses of the Company are more than fifty percent of its net worth. The Company has incurred cash losses during the year. The Company had also incurred cash losses during the immediately preceding financial year.

11 The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.

12.According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13.The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14.ln our opinion, the Company is not dealing or trading in Shares and Securities and accordingly Clause 14 (xiv) of Companies (Auditor''s Report) Order, 2003 is not applicable.

15.According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16.Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17.According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short- term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

18.Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. During the year, the Company has not issued any debentures. Accordingly Clause 19(xix) of Companies (Auditor''s Report) Order, 2003 is not applicable.

20.According to information and explanations given to us, the Company has not raised any money from public issues during the year.

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

For Ashok Jayesh & Associates (Chartered Accountants) Firm Reg. No. 100655W

Jayesh D. Sangani Partner [M. No. 036041]

Place: Mumbai Date :30th May, 2014

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Mar 31, 2013

We have audited the attached Balance Sheet of BROADCAST INITIATIVES LIMITED as at 31st March 2013 and also the Profit & Loss account for the year ended on that date 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.

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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies'' (Auditors Report) Order, 2003, as amended issued by the Central government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 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, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of the books of the Company;

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with books of accounts of the Company;

d. In our opinion, the Profit & loss Account, and Balance Sheet comply with the requirements of the accounting standards referred to in Section 211(3C) of the Companies Act, 1956;

e. According to the information and explanations given to us and on the basis of written representation received from the directors taken on record by the Board of Directors, none the Directors are disqualified as on March 31st, 2013 from being appointed as director in terms of section 274(l)(g) of the Companies Act, 1956;

f. In our opinion and to the best of our informa-tion and according to the explanations given to us, the accounts read with and subject to notes thereon give the information required gives 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 State of Affairs of the Company as at 31st March, 2013; And

ii) In the case of Profit & Loss Account of the loss for the year ended on that date.

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

Annexure to the Auditors Report on the Accounts for the Year Ended 31st March, 2013 referred to in Paragraph 3 of Our Report of even date. On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state as that:

1.

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

b. We have been informed that, the fixed assets have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the Company and nature of assets. According to the information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the Company has not disposed off a substantial part of its fixed assets and accordingly it has no effect on the going concern of the Company.

2. The Company is not having inventory of material amount at any time during the year hence the matters specified in Clause 4(h) of Companies (Auditor''s Report) order, 2003 has not been reported.

3.

a. According to the information and explanation given to us and on the basis of records furnished before us, the company has granted interest free unsecured loan to one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year and the year end outstanding is Rs.1.19 Lacs.

b. According to information and explanation given to us, terms and conditions in respect of loan granted to Parties covered in (a) above, are not prejudicial to the interest of the Company.

c. As the above loan is repayable on demand, we cannot comment about regularity of receipts of Principal and Interest and since the loan is repayable on demand, the question of overdue amount does not arise.

d. According to the information and explanation given to us and on the basis of records furnished before us, the Company has taken interest free unsecured loan taken from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding during the year was Rs. 8281.84 lacs and the year-end outstanding is Rs. 8281.84 lacs.

e. According to information and explanations given to us, the terms and conditions of these loans are prima facie not prejudicial to the interest of the Company.

f. As informed to us, above interest free loan is repayable on demand and the same shall be paid as and when demanded.

4. According to the information & explanation given to us, in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business. On the basis of our examination of books and records of the company, neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5.

a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information and explanation given to us, the transactions made pursuance to such contracts or arrangements have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public. Hence Clause 4(vi) of Companies (Auditor''s Report) order, 2003 is not applicable.

7. According to information and explanation given to us companies Internal Audit system is commensurate with the size and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of the services dealt with by the company.

9.

a. The Company has not been regular in depositing statutory dues including Service Tax, Cess, Custom Duty, Income Tax, Provident Fund, Employee State Insurance and Professional Tax. The yearend amount outstanding for more than six months is asfollows:-

Service Tax - Rs 82,6641-

Tax Deducted at Source - Rs 42,02,0071-

b. According to Information and Explanation given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six months from the date they become payable.

c. According to the information and explanation given to us there are no dues of service tax, sales tax, Income tax, custom duty and cess which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the Company are more than fifty percent of its net worth. The Company has incurred cash losses during the year. However, the Company had not incurred cash losses during the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us for our verification, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not chit fund, nidhi, mutual fund, societies and therefore Clause 4(xiii) of Companies (Auditor''s Report) order, 2003 is not applicable.

14. In our opinion, the Company is not dealing or trading in Shares and Securities and accordingly

Clause 4 (xiv) of Companies (Auditor''s Report) order, 2003 is not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from bank or financial institution.

16. During the year under consideration company has not taken any term loans.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

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

19. During the year, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditor''s Report) Order, 2003 is not applicable.

20. According to information and explanations given to us, the Company has notraised any money from public issues during the year.

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



For ASHOK JAYESH & ASSOCIATES

(Chartered Accountants)





(Jayesh D Sangani) Partner [M No 36041]

Firm Regn. No. 100655W

Place: Mumbai.

Date: 29th May, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of BROADCAST INITIATIVES LIMITED as at 31st March 2012 and also the Profit & Loss account for the year ended on that date 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.

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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies' (Auditors Report) Order, 2003, as amended issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 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, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of the books of the Company;

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with books of accounts of the Company;

d. In our opinion, the Profit & Loss Account, and Balance Sheet comply with the requirements of the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956;

e. According to the information and explanations given to us and on the basis of written representation received from the directors taken on record by the Board of Directors, none of the Directors are disqualified as on March 31st, 2012 from being appointed as director in terms of section 274(l)(g) 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 accounts read with and subject to 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 State of Affairs of the Company as at 31st March, 2012; And

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

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

ANNEXURE TO AUDITORS REPORT

Annexure to the Auditors Report on the Accounts for the Year Ended 31st March, 2012 referred to in Paragraph 3 of Our Report of even date. On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state as that:

1. a. The Company has maintained proper records showing full particulars, Including quantitative details and situation of fixed assets.

b. We have been informed that, the fixed assets have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the Company and nature of assets. According to the information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the Company has not disposed off a substantial part of its fixed assets and accordingly it has no effect on the going concern of the Company.

2. The Company is not having inventory of material amount at any time during the year hence the matters specified in Clause 4(h) of Companies (Auditor's Report) order, 2003 has not been reported.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, the company has granted unsecured loan to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 27.13 Lacs and year end outstanding in respect of one party is Rs. 1.19 Lacs.

b. According to information and explanation given to us, terms and conditions in respect of loan granted to Parties covered in (a) above, are not prejudicial to the interest of the Company.

c. As the above loan is repayable on demand, we cannot comment about regularity of receipts of Principal and Interest and since the loan is repayable on demand, the question of overdue amount does not arise.

d. According to the information and explanation given to us and on the basis of records furnished before us, the Company has taken interest free unsecured loan taken from seven parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding during the year was Rs. 15260.26 lacs and the year-end balance in respect of one party is Rs. 2888.66 Lacs.

e. According to information and explanations given to us, the terms and conditions of these loans are prima facie not prejudicial to the interest of the Company.

f. Above interest free loan is repayable on demand and the same has been paid as and when demanded.

4. According to the information & explanation given to us, in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business. On the basis of our examination of books and records of the company, neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act, 1956, according to information and explanation given to us, the transactions made pursuance to such contracts or arrangements have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public. Hence Clause 4(vi) of Companies (Auditor's Report) order, 2003 is not applicable.

7. According to information and explanation given to us companies Internal Audit system is commensurate with the size and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of the services dealt with by the company.

9. a. The Company has not been regular in depositing statutory dues including Service Tax, Cess, Custom Duty, Income Tax, Provident Fund, Employee State Insurance and Professional Tax. There has been delay in payment of Provident Fund and Employee State Insurance and also the TDS deducted. However, at the year end there is no amount outstanding for more than six months.

b. According to Information and Explanation given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six months from the date they become payable.

c. According to the information and explanation given to us there are no dues of service tax, sales tax, Income tax, custom duty and cess which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the Company are more than fifty percent of its net worth. The Company has not incurred losses during the year. However, the Company had incurred cash losses during the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us for our verification, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not chit fund, nidhi, mutual fund, societies and therefore Clause 4(xiii) of Companies (Auditor's Report) order, 2003 is not applicable.

14. In our opinion, the Company is not dealing or trading in Shares and Securities and accordingly Clause 4 (xiv) of Companies (Auditor's Report) order, 2003 is not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company had given guarantee amounting to Rs.1,360 Lacs for loans taken by others from bank or financial institution. However, during the year the amounts are paid by the others and at the year end there is no guarantee given by the Company for any amount for loans taken by others from banks or financial institutions.

16. During the year under consideration company has not taken any term loans.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

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

19. During the year, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditor's Report) Order, 2003 is not applicable.

20. According to information and explanations given to us, the Company has not raised any money from public issues during the year.

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



For Ashok Jayesh & Associates Chartered Accountants

Jayesh D Sangani Partner {M . No. 36041) FRN: 100655W

Mumbai, 10th May, 2012

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Mar 31, 2011

We have audited the attached Balance Sheet of BROADCAST INITIATIVES LIMITED as at 31 st March 201 land also the Profit & Loss account for the year ended on that date 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.

We conducted our audit in accordance with auditingstandards 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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies' (Auditors Report) Order, 2003, as amended issued by the Central government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Furtherto our comments in the Annexure referred to in paragraph 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, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of the books of the Company;

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with books of accounts of the Company;

d. In our opinion, the Profit & loss Account and Balance Sheet comply with the requirements of the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956;

e. According to the information and explanations given to us and on the basis of written representation received from the directors taken on record by the Board of Directors, none the Directors are disqualified as on March 31st, 2011 from being appointed as director in terms of Section 274(1 )(g) 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 accounts read with and subject to notes thereon give the information required gives 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 State of Affairs of the Company as at 31st March, 2011; And

ii) In the case of Profit & Loss Account of the loss for the year ended on that date.

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

ANNEXURE TO AUDITORS' REPORT

Annexure to the Auditors Report on the Accounts for the Year Ended 31st March, 2011 referred to in Paragraph 3 of Our Report of even date. On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state as that:

1. a. The Company has maintained proper records showing full particulars, Including quantitative details and situation of fixed assets.

b. We have been informed that, the fixed assets have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the Company and nature of assets. According to the information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the Company has not disposed off a substantial part of its fixed assets and accordingly it has no effect on the goingconcem of the Company.

2. The company is not having inventory of material amount at any time during the year hence the matters specified in Clause 4(ii) of Companies (Auditor's Report) order, 2003 has not been reported.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, the Company has granted unsecured loan to two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The amount granted during the year is Rs. 86.09 Lacs and year end outstanding is Rs. 27.13 Lacs.

b. According to information and explanation given to us, terms and conditions in respect of loan granted to Parties covered in (a) above, are not prejudicial to the interest of the Company.

c. As the above loan is repayable on demand, we cannot comment about regularity of receipts of Principal and Interest and since the loan is repayable on demand, the question of overdue amount does not arise.

d. According to the information and explanation given to us and on the basis of records furnished before us, the Company has taken interest free unsecured loan taken from Six parties covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs. 6886.78 lacs and year-end balance of these loans is Rs. 9591.28 Lacs.

e. According to information and explanations given to us, the terms and conditions of these loans are prima facie not prejudicial to the interest of the Company.

f. Above interest free loan is repayable on demand and the same has been paid as and when demanded.

4. According to the information & explanation given to us, in our opinion there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business. On the basis of our examination of books and records of the Company, neither we have come across nor have we been informed of any continuingfailure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information and explanation given to us, the transactions made pursuance to such contracts or arrangements have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public. Hence Clause 4(vi) of Companies (Auditor's Report) order, 2003 is not applicable.

7. According to information and explanation given to us companies Internal Audit system is commensurate with the size and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost

records under Section 209(1) (d) of the Companies Act, 1956 in respect of the services dealt with by the Company.

9. a. The Company is generally regular in depositing statutory dues including Service Tax, Cess, Custom Duty, Income Tax, Provident Fund, Employee State Insurance and Professional Tax.

b. According to Information and Explanation given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six months from the date they become payable.

c. According to the information and explanation given to us there are no dues of Service Tax, Sales Tax, Income Tax, Custom Duty and Cess which have not been deposited on account of any dispute.

10. The accumulated losses are more than 50% of the Networth of the Company. The Company has incurred the cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us for our verification, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not chit fund, nidhi, mutual fund, societies and therefore Clause 4(xiii) of Companies (Auditor's Report) order, 2003 is not applicable.

14. In our opinion, the Company is not dealing or trading in Shares and Securities and accordingly Clause 4 (xiv) of Companies (Auditor's Report) order, 2003 is not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company has given guarantee amounting to Rs.1,360 Lacs for loans taken by others from bank or financial institution. According to the information and explanations given to us, and the representations made by the management the terms and conditions on which the Company has given the guarantee is not prima facie prejudicial to the interest of the Company.

16. Duringthe year under consideration Company has not taken any term loans.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment. No long term funds have been used to fi nance short term assets except permanent working capital.

18. Duringthe year, the Company has made preferential allotment of shares to Parties covered in the Register maintained under Sec 301 of the Companies Act, 1956. However the price at which the shares are issued is not prejudicial to the interest of the Company.

19. During the year, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditor's Report) Order, 2003 is not applicable.

20. According to information and explanations given to us, the Company has not raised any money from public issues duringthe year.

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

For Ashok Jayesh & Associates

Chartered Accountants Firm Registration No. 100655W

Jayesh D. Sangani

[Partner] M.No. 36041

Place: Mumbai Date : 4th August, 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of Broadcast Initiatives Limited as at 31st March, 2010, and Profit and Loss account for the period ended on that date and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003, as amended, issued by the Central Government in Terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks and verification as were considered necessary, we report, in the Annexure hereto on the matters specified in the Paragraph 4 of the said order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are in compliance with the Accounting standard referred to in Section 211 (3C) of the Companies Act, 1956 subject to;

i) Non reversal of deferred tax assets of Rs.664.62 lacs recognized in earlier years on unabsorbed depreciation and carry forward of business losses as there is no longer virtual certainty that sufficient future taxable income will be available against which such deferred tax asset can be realized.

ii) Non provision for diminution in value of investments in shares subsidiaries amounting to Rs.510 Lacs in accordance with Accounting Standard 13 "Accounting for Investments" issued by Institute of Chartered Accountants of India on erosion of Networth.

e) On the basis of written representations received from the Directors of the Company as at March 31, 2010 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as a Director of the company under clause (g) of subsection (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, the said accounts together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and gives true and fair view in conformity with the accounting principles generally accepted in India subject to as stated in (d) above:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and ii) In the case of Profit and Loss Account, of the Loss for the period ended on that date. iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to Auditors Report

Annexure to the Auditors Report on the Accounts for the Year Ended 31st March, 2010 referred to in Paragraph 3 of Our Report Of even date. On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

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

b. We have been informed that, the fixed assets have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the company has not disposed off a substantial part of its fixed assets and accordingly it has no effect on the going concern of the company.

2. The company is not having inventory of material amount at any time during the year hence the matters specified in Clause 4(ii) of Companies (Auditors Report) order, 2003 has not been reported.

3. a. According to the information and explanation

given to us and on the basis of records furnished before us, the company has granted unsecured loans to three parties covered in the register maintained under section 301 of the Companies Act, 1956. The amount granted during the year is ` 147.57 Lacs and year end outstanding is `524 Lacs.

b. According to information and explanation given to us, terms and conditions in respect of loan granted to Parties covered in (a) above, are not prejudicial to the interest of the Company.

c. As the above loan is repayable on demand, we cannot comment about regularity of receipts of Principal and Interest.

d. As the above loan is repayable on demand, the question of overdue amount does not arise.

e. According to the information and explanation given to us and on the basis of records furnished before us, Company has taken interest free unsecured loan taken from one party Covered in the register maintained under section 301 of the Companies Act, 1956. Year-end balance of these loan is `16 Lacs.

f. According to information and explanations given to us, the terms and conditions of these loans are prima facie not prejudicial to the interest of the Company.

g. Above interest free loan is repayable on demand and the same has been paid as and when demanded.

4. According to the information & explanation given to us, in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business. On the basis of our examination of books and records of the company, neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b.In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information and explanation given to us, the transactions made pursuance to such contracts or arrangements have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public. Hence Clause 4(vi) of Companies (Auditors Report) order, 2003 is not applicable.

7. According to information and explanation given to us company’s Internal Audit system is commensurate with the size and nature its business.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of the services dealt with by the company.

9.a.The Company is generally regular in depositing statutory dues including Service Tax, Cess, Custom Duty, Income Tax, Provident Fund, Employee State Insurance, and Professional Tax.

b. According to Information and Explanation given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other undisputed statutory dues were outstanding, at year end, for a period of more than six months from the date they become payable.

c. According to the information and explanation given to us there are no disputes pending before the authorities in respect of service tax, sales tax, Income tax, custom duty and other statutory dues.

10. The accumulated losses are more than 50% of the Networth of the company. The Company has incurred the cash losses during the preceding financial year and immediately financial year.

11. In our opinion and according to the information and explanations given to us and records furnished to us for our verification, the Company has delayed payment of Interest and Principle to Bank aggregating to `76.56 Lacs by 31-60 days.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not chit fund, nidhi, mutual fund, societies and therefore clause 4(xiii) of Companies (Auditors Report) order, 2003 is not applicable.

14. In our opinion, the Company is not dealing or trading in Shares and Securities and accordingly Clause 4 (xiv) of Companies (Auditors Report) order, 2003 is not applicable.

15. According to the information and explanations given to us, and the representations made by the management, the Company had given guarantee amounting to `1,360 Lacs for loans taken by others from bank or financial institution. According to the information and explanations given to us, and the representations made by the management the terms and conditions on which the Company has given the guarantee is not prima facie prejudicial to the interest of the Company.

16. During the year under consideration company has not taken any term loans.

17. The Short term funds raised during the year has been used for funding long term business operations.

18. During the year, the Company has not made preferential allotment of shares to Parties covered in the Register maintained under Sec 301 of the Companies Act, 1956.

19. During the year, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditors Report) Order, 2003 is not applicable

20. According to information and explanations given to us, the Company has not raised any money from public issues during the year.

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



For A. R. Sodha & Co.

Chartered Accountants,

Firm Registration No. 110324W



A. R. Sodha

Partner

M. No. 31878



Date: August 14, 2010 Place: Mumbai.