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Auditor Report of Cinevista Ltd.

Mar 31, 2016

to the members of cinevista limited.

Report on the Standalone Financial Statements:

We have audited the accompanying standalone financial statements of Cinevista Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the statement of Profit and Loss and 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:

The Company’s Board of Director 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 that 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, as applicable. This responsibility also include maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 these standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility:

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions 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 the Rules made there under and the Order under Section 143(11) of the Act.

We 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 at March 31, 2016, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements:

1. 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 relating to preparation of the standalone financial statements 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 maintained for the purpose of preparation of these standalone financial statements.

(d) In our opinion , the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable.

(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 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 the 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 A’. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the independent Auditors’ 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 given to us:

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

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Audit’s Report) Order, 2016 (‘the Order’) issued by the Central Government in terms of Section 143(11) of the Act, we give in ‘Annexure B’ a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE ‘A’ To THE INDEPENDENT AUDITORS’ REPoRT

(Referred to in paragraph 1(f) under ‘Report on the Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of Cinevista Limited (‘the Company’) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended and as 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 (the ‘Guidance Note’). The 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 Act.

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 Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with the 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 control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over the 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 auditors’ judgment, including the assessment of the risks of material misstatement of the standalone 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 controls 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, to the best of our information and according the explanations given to us, 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.

ANNEXURE ‘B’ To THE INDEPENDENT AUDITOR s’ REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 (‘the Act’) of Cinevista Limited (‘the Company’)

1. In respect of the Company’s fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provided for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.

2. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

3. The Company has granted interest free unsecured loans to Companies, firms or other parties covered in the register maintained under Section 189 of the Act.

(a) According to the information and explanations given to us, the terms and conditions on which the unsecured loans had been granted to companies, firms or other parties listed in the register maintained under Section 189 of the Act were not, prima facia, prejudicial to the interest of the Company.

(b) In the case of the unsecured loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Act, the terms of arrangements do not stipulate any repayment schedule both for interest and principal.

(c) According to the information and explanations given to us, the Company has taken reasonable steps for recover of the principal amount and the amount outstanding from the companies, firms or other parties listed in the register maintainer section 189 of the Act is Rs.3,75,61,682/-(Previous year Rs.3,75,84,381/-).

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of loans and investments made, as applicable.

5. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2016 and therefore, the provisions of the clause 3(v) of the Order are not applicable to the Company.

6. Reporting under clause 3(vi) of the Order is not applicable as the Company’s business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014 and section 148(1) of the Act.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Income Tax, Sales Tax, Service Tax, Value Added Tax and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Value Added Tax and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

(c) (i) Details of dues of Income Tax which have not been deposited as at March 31, 2016 on account of dispute are given below:

Particulars

Forum where the dispute is pending

Financial Year to which the amount relates

Amount (in Rupees)

Income Tax

The Income Tax Dept. have filed appeal before the Mumbai High Court against the order of Income Tax Appellate Tribunal which was in favour of the Company.

01-04-1987 to 15-12-1997 (Block Period)

48,30,381/-

Service Tax

Commissioner of Central Excise (Appeals)

2008-09 to 2012-13

7,22,993/-

(ii) There were no dues of Sales Tax, duty of customs, duty of Excise , Cess and Value added tax which have not been deposited as at March 31, 2016 on account of dispute.

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures.

9. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.

10. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanations given to us, the Company has paid/provided remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable.

13. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

14. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of Section 192 of the Act are not applicable.

16. The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

For SARATH & ASSOCIATES

CHARTERED ACCOUNTANTS.

Firm Regn. No. 5120S

CA. R.LAKSHMI RAO

Partner.

M. No.029081.

Place : Mumbai.

Dated: 30th May, 2016.


Mar 31, 2015

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

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 and presentation 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 principles generally accepted in India including the Accounting Standards specified under Section 133 of 'the Companies Act, 2013' 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 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 designed, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy completeness of the accounting records, relevant to the preparation and presentation of 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. We have taken into account the provisions 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 the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. The 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 auditors consider 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 control system over the financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by company's directors, 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 on the financial statements.

Opinion

6. 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.

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015

(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.

Report On Other Legal and Regulatory Requirements

7. As required by 'the Companies ( Auditors' 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 matters specified in paragraph 3 and 4 of the Order to the extent applicable.

8. As required by section 143(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 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, Statement of Profit and Loss and Cash Flow Statement dealt with by the report are in agreement with the books of account.

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

(e) On the basis of 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 :

ANNEXURE TO THE AUDITORS' REPORT OF

CINEVISTA LIMITED

The Annexure referred to in our Independent Auditors' Report to the members of the company on the financial statement for the year ended March 31, 2015, we report that:

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

(b) According to information and explanations given to us, fixed assets have been physically verified by the management at the year end and no material discrepancies were noticed on such verification.

2 (a) The inventories has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reason- able and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of its inventories. The discrepancy noticed on verification between the physical stocks and book records were not material.

3 (a) The company has granted unsecured loans to companies, firms or other parties covered in the register maintained under section189 of the Companies Act, 2013 ('the Act')

(b) In the case of the unsecured loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Act, the terms of arrangement do not stipulate any repayment schedule both for interest and principal.

(c) The amount outstanding from the companies, firms or other parties listed in the register maintained under section 189 of the Act is Rs.3,75,84,381/- (previous year Rs. 3,75,58,511/-).

4 In our opinion and according to the information and explanations given to us there are ad- equate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

5. The company has not accepted any deposits from the public during the year.

6 The Central Government has not prescribed the maintenance of cost records u/s 148 (1) of the Act.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the company amounts deducted /accrued in the books of account in respect of undisputed statutory dues including Income-Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Value Added Tax, Cess and other material statutory dues has been generally regular in depositing during the year by the company with the appropriate authorities.

(b) According to the information and explanations given to us no undisputed amounts payable in respect of Income-Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Value Added Tax, Cess and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, no amount were required to be transferred to the 'Investor education and protection Fund' in accordance with relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under. The company has not paid any dividend to the shareholders since the inception of the company.

(d) In our opinion and according to the information and explanations given to us and on verification of records, in respect of disputed amounts towards income-tax during the financial year 1997-98 search action was carried out by the income-tax authorities at the premises of the company u/s 132 of the Income tax Act, 1962 and assessment for the same was completed on 31.01.2000 thereby resulting in a demand of Rs.48,30,381/- on the company. As against the said demand the company has paid Rs. 41,07,093 /- The company disputed the demand raised by the Income- tax department and filed an appeal against the order before the Commissioner of Income-tax (Appeals) who has partly allowed it to the extent of Rs. 31,00,524 /-. The company, disputing the balance liability has gone in to appeal before Income-tax Appellate Tribunal, the order of which went in the favour of the company. Further, the department had gone into appeal before the High Court and the matter is still pending before the said authority.

8. The Company's accumulated losses at the end of the financial year are less than fifty percent of its net worth and has incurred cash losses in current financial year as against cash profit in the immediately preceding financial year.

9. According to the information and explanations given to us, the company has not defaulted in repayment of dues to Banks. The company did not avail any facilities/borrowings from financial institutions or debenture holders.

10. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions.

11. In our opinion and according to the information and explanations given to us, the term loan from Bank were applied for the purpose for which the loans were obtained.

12. According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

Mumbai For Sarath & Associates

Dated: 30th May, 2015 Chartered Accountants

Firm Regn. No. : 5120S

CA. R.Lakshmi Rao

Partner

M.No. : 029081


Mar 31, 2014

1. We have audited the accompanying financial statements of Cinevista 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:

2. 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 notified under ''the Companies Act, 1956'' of India (the "Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility include 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 conduct our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements 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 auditors'' 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 auditors consider 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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.

OPINION:

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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 profit 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.

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, issued by the Central Government of India in terms of sub-section [4A] of section 227 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 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, 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 dealt with by this report comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13, 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, 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 Act.

Annexure to Auditors'' Report Referredtoin Paragraph 7 of our Report of vendate.

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

(b) During the year fixed assets of the company have been physically verified by the management at all locations at reasonable intervals having regard to the size of the company and nature of fixed assets. No material discrepancies have been notice in respect of the fixed assets on such verification.

(c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and therefore, the going concern status of the company is not affected.

(ii) (a) The physical verification of inventory has been conducted at reasonable intervals by the management.

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

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification between the physical stock and book records.

(iii) (a) The Company has taken unsecured loans from companies, firms or other parties listed in the register maintained under section 301 of the Act and the maximum amount outstanding at any time during the year is Rs. 1,71,94,396.37 (previous year: Rs. 1,27,24,453.37) and closing balance as on 31-03-2014 is Rs. 1,56,94,396.37 (previous year: Rs.1,27,81,976.37). The company has granted unsecured loans to companies, firms or other parties listed in the register maintained under section 301 of the Act and the maximum amount outstanding at anytime during the year is Rs. 3,75,61,681.12 ( previous year: Rs 3,75,58,511.37) and closing balance as on 31.03.2014 is Rs 3,75,61,681.12 (previous year: Rs 3,75,58,511.37)

(b) The terms and conditions of the unsecured loans given or taken by the company are prima facie not prejudicial to the interests of the company.

(c ) There are no stipulation as to repayment of principal amount and interest and as such there is no specific comment to be made in this regard.

(d) In the absence of any specific stipulation as to the repayment of principal amount and interest, the question of reporting whether reasonable steps have been taken by the company for repayment of loans and advances does not arise.

(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 for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are transactions in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/- (Rupees Five Lakhs Only) or more in respect of any party 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 from public and consequently the directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Act and rules framed there under are not applicable.

(vii) The company has an internal audit system commensurate with its size and nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us the company is generally regular in depositing undisputed statutory dues including income tax/sales tax/wealth tax/service tax/customs duty/ excise duty/cess and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the arrears of outstanding statutory dues as at the last day of the financial year for a period of more than 6 months from the date on which they became payable.

(b) In our opinion and according to the information and explanations given to us and on verification of records, in respect of disputed amounts towards income-tax during the financial year 1997-98 search action was carried out by the income-tax authorities at the premises of the company u/s 132 of the Income tax Act, 1962 and assessment for the same was completed on 31.01.2000 thereby resulting in a demand of Rs. 48,30,381 /- on the company. As against the said demand the company has paid Rs. 41,07,093 /- The company disputed the demand raised by the Income-tax department and filed an appeal against the order before the Commissioner of Income-tax (Appeals) who has partly allowed it to the extent of Rs. 31,00,524 /-. The company, disputing the balance liability has gone in to appeal before Income-tax Appellate Tribunal, the order of which went in the favour of the company. Further, the department had gone into appeal before the high court and the matter is still pending before the said authority.

(x) The company does not have any accumulated losses at the end of the financial year. The company has gained cash profit during the financial year covered by the audit as against cash loss in the immediately preceding financial year.

(xi) According to the information and explanations given to us the company has not default in repayment of dues to banks. The company did not avail of any facilities/ borrowings from financial institutions or debenture holders, therefore, the reporting on default in repayment of dues etc. to financial institutions or debenture holder does not arise.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company 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. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xv) In our opinion and 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. Therefore, clause 4(xv) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loan from bank were applied for the purpose for which the loans were obtained..

(xvii) In our opinion and according to the information and explanations given to us, the funds raised during the year on short term basis have been used for long term investment and vice-versa.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xix) The company has not issued any debentures. Therefore, clause 4(xix) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xx) The company has not raised any money by way of public issue during the year. Therefore, clause 4 of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year. Therefore, clause 4(xxi) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

FOR SARATH & ASSOCIATES CHARTERED ACCOUNTANTS Firm Regn.No. 5120 S

Place : Mumbai. CA. R. LAKSHMI RAO Date : 30-05-2014 PARTNER M.No. F-029081


Mar 31, 2013

1. We have audited the attached Balance Sheet of Cinevista Limited (Formerly known as Cinevistaas Limited)as at 31st March, 2013 and also the Statement of Proft and Loss for the year ended on that date annexed thereto, and the Statement of Cash fow for the year ended on that date. These fnancial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as considered appropriate and according to the confrmation and explanation given to us during the course of our audit, we enclose in the Annexure a statement on the matters specifed in paragraph 4 and 5 of the said Order.

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

(i) 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.

(ii) 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 such books.

(iii) The Balance Sheet and the Statement of Proft and Loss dealt with by this Report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and the Statement of Proft and Loss dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable to the company.

(v) On the basis of written representations received from the directors, as on 31st March, 2013, and taken on record by the Board of Directors, we report that none of the directors are disqualifed as on 31st March, 2013, from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Statement of Proft and Loss read together with the 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 so far as it relates to the Balance Sheet, of the ''state of affairs'' of the Company as at 31st March 2013, and

ii) In so far as it relates to the Statement of Proft and Loss, of the ''Proft'' of the Company for the year ended on that date.

Annexure to Auditors'' Report

Referred to in Paragraph 3 of our Report of even date.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative detail and situation of fxed assets.

(b) During the year fxed assets of the company have been physically verifed by the management at all locations at reasonable intervals having regard to the size of the company and nature of fxed assets. No material discrepancies have been notice in respect of the fxed assets on such verifcation.

(c) In our opinion, the company has not disposed off substantial part of fxed assets during the year and therefore, the going concern status of the company is not affected.

(ii) (a) The physical verifcation of inventory has been conducted at reasonable intervals by the management.

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

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifcation between the physical stock and book records.

(iii) (a) The Company has taken unsecured loans from companies, frms or other parties listed in the register maintained under section 301 of the Act and the maximum amount outstanding at any time during the year is Rs. 87,24,453.37 (previous year: Rs. 82,81,976.37) and closing balance as on 31-03-2013 Rs. 87,81,976.37 (previous year: Rs.82,81,976.37). The company has granted unsecured loans to companies, frms or other parties listed in the register maintained under section 301 of the Act and the maximum amount outstanding at anytime during the year is Rs. 3,75,58,511.37 (previous year: Rs 3,75,51,779.37) and closing balance as on 31.03.2013 is Rs 3,75,58,511.37 (previous year: Rs 3,75,51,779.37)

(b) The terms and conditions of the unsecured loans given or taken by the company are prima facie not prejudicial to the interests of the company.

(c ) There are no stipulation as to repayment of principal amount and interest and as such there is no specifc comment to be made in this regard.

(d) In the absence of any specifc stipulation as to the repayment of principal amount and interest, the question of reporting whether reasonable steps have been taken by the company for repayment of loans and advances does not arise.

(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 for the purchase of inventory and fxed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, there are transactions in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/- (Rupees Five Lakhs Only) or more in respect of any party 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 from public and consequently the directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Act and rules framed there under are not applicable.

(vii) The company has an internal audit system commensurate with its size and nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us the company is generally regular in depositing undisputed statutory dues including income tax/sales tax/wealth tax/service tax/customs duty/ excise duty/cess and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the arrears of outstanding statutory dues as at the last day of the fnancial year for a period of more than 6 months from the date on which they became payable. (b) In our opinion and according to the information and explanations given to us and on verifcation of records, in respect of disputed amounts towards income-tax during the fnancial year 1997-98 search action was carried out by the income-tax authorities at the premises of the company u/s 132 of the Income tax Act, 1962 and assessment for the same was completed on 31.01.2000 thereby resulting in a demand of Rs. 48,30,381 /- on the company. As against the said demand the company has paid Rs. 41,07,093 /- The company disputed the demand raised by the Income-tax department and fled an appeal against the order before the Commissioner of Income-tax (Appeals) who has partly allowed it to the extent of Rs. 31,00,524 /-. The company, disputing the balance liability has gone in to appeal before Income-tax Appellate Tribunal, the order of which went in the favour of the company. Further, the department had gone into appeal before the high court and the matter is still pending before the said authority.

(x) The company does not have any accumulated losses at the end of the fnancial year. The company has gained cash proft during the fnancial year covered by the audit as against cash loss in the immediately preceding fnancial year.

(xi) According to the information and explanations given to us the company has not defaulted in repayment of dues to banks. The company did not avail of any facilities/ borrowings from fnancial institutions or debenture holders, therefore, the reporting on default in repayment of dues etc. to fnancial institutions or debenture holder does not arise.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company 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 beneft fund/society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xv) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or fnancial institutions. Therefore, clause 4(xv) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loan from bank were applied for the purpose for which the loans were obtained.

(xvii) In our opinion and according to the information and explanations given to us, the funds raised during the year on short term basis have been used for long term investment and vice-versa.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xix) The company has not issued any debentures. Therefore, clause 4(xix) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xx) The company has not raised any money by way of public issue during the year. Therefore, clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year. Therefore, clause 4(xxi) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

FOR SARATH & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Regn.No. 5120 S

Place : Mumbai. CA. R.LAKSHMI RAO

Date : 30.05.2013 PARTNER

M.No. F-029081


Mar 31, 2012

1. We have audited the attached Balance Sheet of Cinevista Limited as at 31st March, 2012 and' also the Statement of Profit and Loss for the year ended on that date annexed thereto, and the Statement of Cash flow for the year ended on that date. 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.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These 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.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as considered appropriate and according to the confirmation and explanation given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

(i) 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.

(ii) 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 such books. .

(iii) The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and the Statement of Profit and Loss dealt with by this report comply with the mandatory' accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable to the company.

(v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2012, from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Statement of Profit and Loss read together with the 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 so far as it relates to the Balance Sheet, of the 'state of affairs' of the Company as at 31st. March 2012, and

ii) In so far as it relates to the Statement of Profit and Loss, of the 'Profit' of the Company for the year ended on that date.

(vi) The Company has not accepted any deposits from public and consequently the directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Act and rules framed there under are not applicable. '

(vii) The company has an internal audit system commensurate with its size and nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us the company is generally regular in depositing undisputed statutory dues including income tax/sales tax/wealth tax/service tax/ customs duty/ excise duty/cess and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the arrears of outstanding statutory dues as at the last day of the financial year for a period of more than 6 months from the date on which they became payable.

(b) In our opinion and according to the information and explanations given to us and on verification of records, in respect of disputed amounts towards income-tax during the financial year 1997- 98 search action was carried out by the income-tax authorities at the premises of the company u/s 132 of the Income tax Act, 1962 and assessment for the same was completed on 31.01.2000 thereby resulting in a demand of Rs. 48,30,381 /- on the company. As against the said demand the company has paid Rs. 41,07,093 /- The company disputed the demand raised by the Income-tax department and filed an appeal against the order before the Commissioner of Income-tax (Appeals) who has partly allowed it to the extent of Rs. 31,00,524 /-. The company, disputing the balance liability has gone in to appeal before Income-tax Appellate Tribunal, the order of which went in the favour of the company. Further, the department had gone into appeal before the high court and the matter is still pending before the said authority.

(x) The company does not have any accumulated losses at the end of the financial year. The company has incurred cash losses during the financial year covered by the audit as against cash profit in the immediately preceding financial year.

(xi) According to the information and explanations given to us the company has not defaulted in repayment of dues to banks. The company did not avail of any facilities/ borrowings from financial institutions or debenture holders, therefore, the reporting on default in repayment of dues etc. to financial institutions or debenture holder does not arise.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company 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. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xv) In our opinion and 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. Therefore, clause 4(xv) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loan from bank were applied for the purpose for which the loans were obtained.

(xvii) In our opinion and according to the information and explanations given to us, the funds raised during the year on short term basis have been used for long term investment and vice-versa.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, clause 4(xviii) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xix) The company has not issued any debentures. Therefore, clause 4(xix) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xx) The company has not raised any money by way of public issue during the year. Therefore, clause 4 of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year. Therefore, clause 4(xxi) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

FOR SARATH & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Regn.No. 5120 S

Place : Mumoai. CA. R. LAKSHMI RAO

Date : 30.05.2012 PARTNER

M.No. F-029081


Mar 31, 2010

We have audited the attached Balance Sheet of Cinevistaas Limited as at 31st March, 2010 and the annexed Profit & Loss Account of the Company for the year ended on that date annexed thereto, and the cash flow statement for the year ended on that date. 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 have conducted our audit in accordance with auditing standards generally accepted in India. These 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, 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 considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure 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 the above paragraph, we state that:

1) 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;

2) 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 such books;

3) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the Books of Account;

4) In our opinion, the Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable to the Company;

5) On the basis of written declarations received from the directors, as on 31st March 2010 and taken on record by the board of directors, we report that none of the directors has been disqualified as on 31st March 2010, from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956.

6) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit and Loss Account read 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:

(a) in so far as it relates to the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010;

(b) in so far it relates to the Profit & Loss Account, of the profit 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;



ANNEXURE REFERRED TO IN PARAGRAPH OF THE AUDITORS REPORT RELATED TO COMPANIES (AUDITORS REPORT) ORDER, 2003 TO THE MEMBERS OF CINEVISTAAS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31 ST MARCH, 2010



Based on the information and explanations furnished to us and the books and records examined by us in the normal course of audit, we report that in our opinion;

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

(b) During the year Fixed Assets of the Company have been physically verified by the Management at all locations and there is a regular program of verification which in our opinion, is reasonable, having regard to the size of Company and the nature of the Fixed Assets. No material discrepancies have been noticed in respect of the assets, which have been physically verified during the year.

(c) There is no substantial disposal of Fixed Assets of the Company during the year & therefore does not affect the going concern of the company.

II) (a) The management during the year has physically verified stock of all types of Cassettes at all locations.

(b) In our opinion, the management has followed reasonable and adequate procedures in relation to the size of the Company and the nature of its business for physical verification of Stock of Cassettes.

(c) No discrepancies were noticed on verification between the physical stock and books records.

III) (a) During the year the company has not taken unsecured loans from parties maintained under Section 301.

IV) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size and nature of business of the Company for the purpose of inventory & fixed assets and for the sale of serials, films, ad-films etc. No major weaknesses in internal control were noticed.

V) The Company has not accepted any deposits from public and consequently the Provisions of Section 58A of the Companies Act, 1956, and The Companies (Acceptance of Deposits) Rules, 1975, are not applicable.

VI) The company has an internal audit system commensurate with its size and nature of its business.

VII) We have been informed that the Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

VIII) a) The company is regularly depositing undisputed statutory dues including income tax, sales tax, wealth tax and any other statutory dues with the appropriate authorities.

b) According to the information and explanation given to us there were no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty .

IX) The Company has written off Sundry debtors to Rs 2241.12.

x) During the year the company has not defaulted in repayment of dues to a financial institution or bank.

XI) The company has not granted any loans and advances during the year on the basis of pledge of shares, debentures and other securities.

XII) The company has not given any guarantee for loans taken by others from bank & financial institution & therefore same clause is not applicable to company during the year.

XIII) The company has taken term loan during the year from Central Bank.

XIV) The funds raised during the year on short-term basis have been used for long term investments & vice- versa.

XV) The company has not issued any debentures or any securities against them.

XVI) No public issue has been made by the company during the year.

XVIII) No fraud on or by the company has been noticed or reported during the year.



FOR VIMAL PUNMIYA & CO.

CHARTERED ACCOUNTANTS

Place: Mumbai (VIMAL C. PUNMIYA)

Date: 30-04-2010 Proprietor

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