Auditor Report of Divine Multimedia (India) Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Divine Multimedia (India) Limited ('the Company'), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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, 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 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

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 thereunder.

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 financial statements are free from material misstatement.

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.

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 31st March 2015 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 the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

(e) Account has been drawn under going concern concept.

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

(g) 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".

(h) 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 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 financial statements, if any.

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts, if any; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, if applicable.

ANNEXURE TO THE AUDITORS' REPORT

Issued by the Central Government under sub section 11 of section 143 of the Companies Act, 2013, (18 of 2013)

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

(I)

a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b) The Company has regular programme of physically verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(II) The company does not hold any inventories. Thus, paragraph 3(ii) of the Order is not applicable.

(III) The Company has not granted loans to any party covered in the register maintained under section 189 of the Companies Act, 2013 ('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 with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(V) The Company has not accepted any deposits from the public.

(VI) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(VII)

(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 provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

c) According to the information and explanations given to us, there are no dues of Income Tax, wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

d) According to the information and explanations given to us the no amount was required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956).

(VIII) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(IX) The company has not defaulted in repayment of dues to a financial institution or banks or debenture holders.

(X) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(XI) The Company has not taken any term loan during the year.

(XII) 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.

For Motilal & Associates Chartered Accountants Registration No.:106584W

Sd/- Motilal Jain Partner M. No. 036811

Place : Vadodara Date : 29/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of DIVINE MULTIMEDIA (INDIA) LIMITED, which comprise the Balance Sheet as at March 31st 2014, and the Statement of Profit and Loss and Cash Flow Statements for the year ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

2. As required by section 227(3) of the Act, we report that:

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

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

c) the Balance Sheet and 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 and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

Referred to in our report of even date

(i) In respect of Fixed Assets:

(a) The company has maintained proper records showing full particulars, including quantities details and situation of assets.

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

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

(ii) In respect of inventories:

As informed, the Company does not have any inventory and such, clause 4 (ii) (a) to 4 (ii)(c) of the Companies (Auditor''s Report ) Order, 2003 (as amended) are not applicable.

(iii) In respect of Loan given or taken:

(a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has taken loans from a party and two companies maintained under Section 301, as at the year end, the outstanding balance of such loans taken aggregated '' 14,25,200 and the maximum amount outstanding during the year was '' 27,97,624.28/-.

(c) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size and nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods and services. We have not observed any major weaknesses in the internal control system during the course of the audit.

(v) In our opinion and according to the information and explanations given to us, transaction that needs to be entered into the register maintained under Section 301 of the Act, 1956 has been entered.

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted any deposits from public within the meaning of section 58-A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) The company does not have an internal audit department.

(viii) According to the information and explanation given to us the Central government of India has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any product of the company.

(ix) The Company is regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities

(x) The Company has accumulated losses of '' 914.89 lacs which is less than 50% of the Net Worth of the Company as at the end of the financial year. The Company has incurred cash loss during the financial year under review and also in the immediately preceding financial year.

(xi) The Company neither borrowed from financial institutions and banks nor issued any debentures during the year and hence this clause is not applicable to the Company.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence company is not required to maintain documents and records.

(xiii) In our opinion, the company is not a Chit fund or a Nidhi fund or a mutual benefit fund/society. Accordingly, paragraph 4 (xiii) (a), (b), (c), (d) of the order are not applicable to the company.

(xiv) 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.

(xv) The Company has applied loans for the purpose for which the loans were obtained.

(xvi) According to the information and explanations given to us and on an overall examination of the Balance sheet of the company, we are of the opinion that there are no funds raised on short term basis have been used for long term investment.

(xvii) The Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xviii) During the year, the Company did not have any outstanding debentures during the year. Hence, no security or charge has been created during the year.

(xix) The Company has not raised money through public issue during the year. Accordingly, paragraph 4

(xx) of the Order is not applicable.

(xx) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or before by the company has been noticed or reported during the course of our audit.

For Motilal & Associates Chartered Accountants (FRN No.: 106584W)

CA. Motilal Jain Proprietor Membership No.: 036811

Place: Mumbai Date : 27th May, 2014

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Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of DIVINE MULTIMEDIA (INDIA) LIMITED., which comprise the Balance Sheet as at March 31st 2013, and the Statement of Profit and Loss and Cash Flow Statements for the year ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31st 2013;

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

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

REPORT ON OTHER LEGALAND REGULATORY REQUIREMENTS

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

2. As required by section 227(3) of the Act, we report that:

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

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

c) the Balance Sheet and 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 and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31st 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31st 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

Referred to in our report of even date

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

(b) The management has carried out physical verification of most of its assets during the year, the frequency of verification is reasonable having regard to the nature of fixed assets. No material discrepancies were noticed on such physical verification.

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

(ii) In respect of inventories:

As informed, the Company does not have any inventory and such, clause 4 (ii) (a) to 4 (ii)(c) of the Companies (Auditor''s Report ) Order, 2003 (as amended) are not applicable.

(iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) (c) & (d) of the Order are not applicable.

(b) The Company has taken loans from two party maintained under Section 301, as at the year end, the outstanding balance of such loans taken aggregated Rs. 17,72,424.28 and the maximum amount outstanding during the year was Rs. 32,72,424.28/-.

(c) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size and nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods and services. We have not observed any major weaknesses in the internal control system during the course of the audit.

(v) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted any deposits from public. Accordingly, paragraph 4 (vi)of the Order is not applicable

(vii) We are informed that the company is in the process of appointing a firm of Chartered Accountants to take care of internal audit.

(viii) According to the information and explanation given to us the Central government of India has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any product of the company.

(ix) The Company is regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash loss during the financial year or in the immediately preceding financial year.

(xi) The Company neither borrowed from financial institutions and banks nor issued any debentures during the year and hence this clause is not applicable to the Company.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence company is not required to maintain documents and records.

(xiii) In our opinion, the company is not a Chit fund or a Nidhi fund or a mutual benefit fund/society. Accordingly, paragraph 4 (xiii) (a), (b), (c), (d) of the order are not applicable to the company.

(xiv) The company is not dealing or trading in shares, securities, debentures and other investments and hence not required to maintain records of such transactions.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has applied loans for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of the company, we are of the opinion that there are no funds raised on short term basis have been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) During the year Company has not issued debentures, so no security or charge created during the year.

(xx) The Company has not raised money through public issue during the year. Accordingly, paragraph 4 (xx) of the Order is not applicable.

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

For Motilal & Associates

Chartered Accountants

FRN No. : 106584W

CA Motilal Jain

Proprietor

Membership No. 036811

Place : Mumbai

Date : 30th May, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of DIVINE MULTIMEDIA (INDIA) LIMITED, as at 31st March, 2012 and also the Profit and Loss Account for the Year ended on that 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentations. We believe that our audit provides a reasonable basis for our opinion.

As required by the companies (Auditors Report) Order, 2003 as amended by the companies (Auditor's Report)(Amendment) Order 2004(together the 'order') 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 a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet and Profit & Loss Account and Cash Flow dealt with by this Report are in agreement with the Books of Accounts;

(iv) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956;

(v) On the basis of written representation received from 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 31 March, 2012 from being appointed as Director in terms of Clause (g) of Sub-Section (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 accounts subject to and read together with the notes there on in schedule '7' 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 :-

(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012, and

(b) In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXTURE TO THE AUDITOR'S REPORT FOR THE YEAR ENDED ON 31st MARCH. 2012

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

(I) (a) The company has maintained proper records showing full particulars, including quantities details and situation of assets.

(b) The management has carried out physical verification of most of its assets during the year, the frequency of verification is reasonable having regard to the nature of fixed assets. No material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off substantial part of its fixed assets and the going concern status of the Company is not affected.

(ii) In respect of inventories:

The Company has maintained proper records of Inventories. The inventories have not been physically verified during the year. There is no closing stock at the end of year.

(iii) (a) The company has not granted any loan, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 301 of the companies Act, 1956.Accordingly,paragraph 4(iii) (b) (c) & (d) of the Order is not applicable.

(b) The Company has not taken any loan from a companies, firm or other parties covered in the register maintained under Section 301 of the companies Act, 1956. Accordingly, paragraph 4(iii) (b) (c) & (d) of the Order is not applicable

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size and nature of its business.

(v) According to the information and explanation given to us, during the year there were no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly the paragraph (v) (a) & (b) of the Order are not applicable.

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted deposit from public within the meaning of section 58-A of the Companies Act and the rules framed there under.

(vii) In our opinion the Company needs to strengthen the internal Audit commensurate with the size and nature of the business.

(viii) According to the information and explanation given to us the Central government of India has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies act,1956, for any product of the Company.

(ix) The company regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth-tax ,Service tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. There is no undisputed statutory demand is outstanding for more than six months from the date they became payable.

(x) The company has accumulated loss of Rs. 78.68 Lacs which is less than 50% of net worth of the Company. The Company has not incurred cash loss during the year. The company has incurred cash profit of Rs..67.47 Lacs during the year.

(xi) The Company has not borrowed from financial institution, bank or issued debenture and hence this clause not applicable to the Company.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence company is not required to maintain documents and records.

(xiii) In our opinion, the company is not a Chit fund or a nidhi fund or a mutual benefit fund/society. Accordingly, paragraph 4(xiii) (a), (b), (c), (d) of the order are not applicable to the Company.

(xiv) The company has not dealing in Shares and security and hence not required maintained records of such transactions.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has applied loan for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that there are no funds raised on short term basis have been used for long term investment.

(xviii) The company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) During the year company has not issued debentures so no security or charge created during the year.

(xx) The company has not raised money through public issue during the year.

(xxi) According to the information and explanations given by the management, no material fraud on or by the company has been noticed or reported during the year.

For Subhash Shah & Co.

Chartered Accountants

FRN: 128932W

CA Rakesh Gandhi

Partner

M. No:101972

Place : Vadodara

Date: 10th August, 2012

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Mar 31, 2011

We have audited the attached Balance Sheet of KALEIDOSCOPE FILMS LTD, as at 31st March, 2011 and also the Profit and Loss Account for the Year ended on that date annexed thereto/These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the companies (Auditors Report) Order, 2003 as amended by the companies (Auditor's Report) (Amendment) Order 2004 (together the 'order') 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 a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet and Profit & Loss Account and Cash Flow dealt with by this Report are in agreement with the Books of Accounts;

(iv) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956;

(v) On the basis of written representation received from Directors, as on 31st March,2011, and taken on record by the Board of Directors, we, report that none of the directors are disqualified as on 31 March, 2011 from being appointed as Director in terms of Clause (g) of Sub-Section (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 accounts subject to and read together with the notes there on in schedule 7' 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 :-

(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2011, and

(b) In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXTURE TO THE AUDITOR'S REPORT FOR THE YEAR ENDED ON 31a MARCH.2011 Referred to in our paragraph 3 of our report of even date.

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

(b) The management has carried out physical verification of most of its assets during the year, the frequency of verification is reasonable having regard to the nature of fixed assets. No material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off substantial part of its fixed assets and the going concern status of the Company is not affected.

(ii) In respect of inventories:

The Company has maintained proper records of Inventories. The inventories have not been physically verified during the year. The company is not holding stock at the end of year.

(iii) (a) The company has not granted any loan, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 301 of the companies Act, 1956. Accordingly, paragraph 4(iii) (b) (c) & (d) of the Order is not applicable.

(b) The Company has not taken any loan from a companies, firm or other parties covered in the register maintained under Section 301 of the companies Act, 1956. Accordingly, paragraph 4(iii) (b) (c) & (d) of the Order is not applicable

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system insulate with the size and nature of its business.

(v) According to the information and explanation given to us, during the year there were no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly the paragraph (v) (a) & (b) of the Order are not applicable.

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted deposit from public within the meaning of section 58-A of the Companies Act and the rules framed there under.

(vii) In our opinion the Company needs to strengthen the internal Audit commensurate with the size and nature of the business.

(viii) According to the information and explanation given to us the Central government of India has not prescribed the maintenance of cost records under section 209(1 )(d) of the Companies act,1956, for any product of the Company.

(ix) The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. There is no undisputed statutory demand is outstanding for more than six months from the date they became payable.

(x) The company has accumulated loss of Rs.91.03 Lacs which is less than 50% of net worth of the Company. The Company has not incurred cash loss during the year. The company has incurred cash profit of Rs.28.82 Lacs during the year.

(xi) The Company has not borrowed from financial institution, bank or issued debenture and hence this clause not applicable to the Company.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence company is not required to maintain documents and records.

(xiii) In our opinion, the company is not a Chit fund or a nidhi fund or a mutual benefit fund/society. Accordingly, paragraph 4(xiii) (a), (b), (c), (d) of the order are not applicable to the Company.

(xiv) The company is not dealing in Shares and security and hence not required maintained records of such transactions.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has applied loan for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that there are no funds raised on short term basis have been used for long term investment.

(xviii) The company has preferential allotment of Equity shares of Rs.1,40,20,000 to the parties covered in the Register maintained under section 301 of the Companies Act, 1956 during the year. The price at which shares have been issued is not prejudicial to the interest of the company.

(xix) During the year company has not issued debentures so no security or charge created during the year.

(xx) The company has not raised money through public issue during the year.

(xxi) According to the information and explanations given by the management, no material fraud on or by the company has been noticed or reported during the year.

For Subhash Shah & Co.

Chartered Accountants

FRN: 128932W

CA. Rakesh Gandhi

Place : Vadodara Partner

Date : 30.05.2011 Membership No. 101972