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Auditor Report of Dynavision Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of DYNAVISION LIMITED ("The Company") which comprise of the Balance Sheet as at 31stMarch 2015, Statement of Profit &Loss,and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors are responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements 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 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. 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 judgement, 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 to 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 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 financial statements.

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 31st March 2015;

(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 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 (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 paragraphs 4 of the Order.

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

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

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

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

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

f. With respect to the other matters to be included in the Auditors report in accordance with Rule 11 of the Companies ( Audits 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.

(ii) The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses,

(iii) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection fund by the Company.

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements "of our Report of even date to the members of DYNAVISION LIMITED on the accounts of the company for the year ended 31st March, 2015 :

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

b. As explained to us, these fixed assets have been physically verified by the Management, at regular intervals; as informed to us no material discrepancies were noticed on such verification;

II. The Company does not have inventory of goods, hence the provisions of Para 4(ii) of the Companies (Auditors Report), 2015 are not applicable to the company.

III. The company has not granted Secured/ Unsecured loans to parties covered in the register maintained under section 189 of the Act.

IV. In our opinion and according to the information and explanations given to us, there is 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 with regard to the sale of services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in Internal Controls.

V The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

VI. As explained to us and based on the information and explanation provided to us, the Central Government has not prescribed the maintenance of Cost records under Sub section (1) of section 148 of the Companies Act 2013 to this company.

VII. a. According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Investor education and protection fund Income-tax, Service act and other material statutory dues, as applicable, with the appropriate authorities in India. No undisputed amounts payable in respect of outstanding statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income tax, Sales Tax, Wealth tax, service tax, Excise duty and cess etc which have not been deposited on account of any dispute.

c. According to the information and explanation made available to us there are no amount required to be transferred to Investor Education and protection fund.

VIII. The company has accumulated losses as at 31st March 2015, and is more than 50% of its net worth. The company has not incurred cash losses in the financial year under report and in the immediately preceding financial year.

IX. The company has not defaulted in repayment of dues to Banks/Financial institutions/Debenture holders.

X. The company has not given guarantees for loans taken by others from banks or financial institutions.

XI. The Company has not availed any term loan during the year .

XII. To the best of our knowledge belief 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.

For P. CHANDRASEKAR Chartered Accountants ICAI regd. No. 000580s

Place : Chennai S. BABU Date : 26.05.2015 Partner Membership No. : 024136


Mar 31, 2014

1. Report on the Financial Statements

We have audited the accompanying financial statements of Dynavision Limited, which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit & Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. 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"), read with the General circular 15/2013 dated 13th September 2013 of the Ministry of Corporate affairs in respect os Section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. 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 judgement, 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 appropriate 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.

4. 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 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.

5. Report on Other Legal and Regulatory

Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 (the act) read with the General circular 15/2013 dated 13th September 2013 of the Ministry of Corporate affairs in respect of Section 133 of the Companies Act 2013.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

i. a. The Company is maintaining proper Records showing full particulars, including quantitative details and situation of Fixed Assets.

b. Fixed Assets were physically verified during the year by the Management, with a programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals.

c. Substantial amount of the Fixed assets have not been sold during the current year affecting Going concern.

ii. The Company has no inventory, hence no comment is offered, in regard to physical verification of inventory, procedures of physical verification, and discrepancies noticed between book stock and physical inventory.

iii. During the year, the Company has not availed/granted Loans from/to Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, other than monies brought in by Promoters for meeting day to day expenses.

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 Fixed Assets and for the rendering of services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in Internal Controls.

v. According to the information and explanations given to us, there are no transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of Contracts or Arrangements that are required to be entered in the Registers maintained under Section 301 of the Companies Act, 1956 in respect of any Party during the year.

vi. The Company has not accepted any Deposits from the Public during the year requiring compliance of provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956. An aggregate sum of Rs. 371.56 lakhs (net of repayments) has been brought in so far as per directives of BIFR by the Promoter, as Interest Free Unsecured Loan as per the Declaration filed with the Company.

vii. The Company has an adequate Internal Audit System commensurate with the size of the company and the nature of its business.

viii. The Central Government has not prescribed the maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

ix. a. According to the informations and explanations given to us, the Company has been regular in depositing undisputed Statutory dues including Employees Provident Fund, Employees State Insurance, Investor Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory dues with the appropriate authorities during the year.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, service tax etc were in arrears as at 31.3. 2014 for a period of more than six months from the date of becoming payable.

c. As per the information and explanation made available to us and based on records produced to us there are no statutory dues which have not been deposited on account of Dispute.

x. The Company has accumulated loss aggregating to Rs. 3336.73 lakhs as at 31.3.2014, and is more than 50% of its Net Worth. The company has not incurred Cash Loss during the current year but has incurred cash loss in the immediately preceding Financial Year.

xi. As on 31/03/2014 the company has not defaulted repayment of Dues to Debenture Holders, Banks and Financial Institutions.

xii. The Company has not granted any Loan or Advance on the basis of Security by way of pledge of Shares, Debentures and other Securities.

xiii. The provisions of Special Statute relating to Chit Fund/Nidhi are not applicable to this Company.

xiv. The Company is not dealing in or trading in Shares, Securities, Debentures and other Investments.

xv. 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 during the financial year.

xvi. To the best of our knowledge and belief and according to the information and explanations given to us, no term loan was availed by the Company during the current year.

xvii. According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, and on an overall basis, funds have not been raised on short term basis. Accordingly our comment in regard to the utilization of the same for long term purposes is not applicable.

xviii. During the year, 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.

xix. No Debentures have been issued by the Company during the year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the Financial year that causes the Financial Statements to be materially misstated.

For P. CHANDRASEKAR Chartered Accountants FRN 000580s

Place : Chennai 04 S. BABU Date : 02.05.2014 Partner Membership No. : 024136


Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of Dynavision Limited, which comprise the Balance Sheet as at 31st March, 2013 Statement of Profit & Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

2. 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 statments that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. 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 judgement, 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 appropriate 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.

4. 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 31, 2013;

(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.

5. Report on Other Legal and Regulatory Requirements (i) As required by the Companies (Auditor''s Report) Order, 2003 ("the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards 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 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 5(i) OF OUR REPORT OF EVEN DATE

i. a. The Company is maintaining proper Records showing full particulars, including quantitative details and situation of Fixed Assets.

b. Fixed Assets were physically verified during the year by the Management, with a programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals.

c. Substantial amount of the Fixed assets have not been sold during the current year affecting Going concern.

ii. The Company has not held any inventory, hence no comment is offered, in regard to physical verification of inventory, procedures of physical verification, and discrepancies noticed between book stock and physical inventory.

i i i . During the year, the Company has not availed/granted Loans from/ to Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, other than monies brought in by Promoters for meeting day to day expenses.

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 Fixed Assets and for the rendering of services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in Internal Controls.

v. According to the information and explanations given to us, there are no transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of Contracts or Arrangements that are required to be entered in the Registers maintained under Section 301 of the Companies Act, 1956 in respect of any Party during the year.

vi. The Company has not accepted any Deposits from the Public during the year requiring compliance of provisions of Section 58 A and 58 AA or any other relevant provisions of the Companies Act 1956. An aggregate sum of Rs.379.21 lakhs (net of repayments) has been brought in so far as per directives of BIFR by the Promoter, as Interest Free Unsecured Loan as per the Declaration filed with the Company.

vii. The Company has an adequate Internal Audit System commensurate with the size of the company and the nature of its business.

viii The Central Government has not prescribed the maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

ix. a. According to the informations and explanations given to us, the Company has been regular in depositing undisputed Statutory dues including Employees Provident Fund, Employees State Insurance, Investor Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory dues with the appropriate authorities during the year.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, service tax etc were in arrears as at 31.3. 2013 for a period of more than six months from the date of becoming payable.

c. As per the information and explanation made available to us and based on records produced to us there are no statutory dues which have not been deposited on account of Dispute.

x. The Company has accumulated losses aggregating to Rs.3349.78 lakhs as at 31.3.2013, and is more than 50% of its Net Worth. The company has not incurred Cash Loss during the current year but has incurred cash loss in the immediately preceding Financial Year.

xi. As on 31/03/2013 the company has not defaulted repayment of Dues to Debenture Holders, Banks and Financial Institutions.

i i . The Company has not granted any Loan or Advance on the basis of Security by way of pledge of Shares, Debentures and other Securities.

x i i i . The provisions of Special Statute relating to Chit Fund/ Nidhi are not applicable to this Company.

xiv. The Company is not dealing in or trading in Shares, Securities, Debentures and other Investments.

xv. 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 during the financial year.

xvi. To the best of our knowledge and belief and according to the information and explanations given to us, no term loan was availed by the Company during the current year.

xvii. According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, and on an overall basis, funds have not been raised on short term basis. Accordingly our comment in regard to the utilization of the same for long term purposes is not applicable.

xviii. During the year, 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.

xix. No Debentures have been issued by the Company during the year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the Financial year that causes the Financial Statements to be materially misstated.

For P. CHANDRASEKAR

Chartered Accountants

FRN 000580s

Place : Chennai 28 S. BABU

Date : 06.05.2013 Partner

Membership No. : 024136


Mar 31, 2012

1. We have audited the attached Balance Sheet of Dynavision Limited as at 31st March, 2012 Statement of Profit & Loss and Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2. We conducted our Audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the Audit to obtain reasonable assurance about whether the Financial Statements are free of material misstatement. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An Audit also includes assessing the Accounting Principles used and significant estimates made by the Management, as well as evaluating the overall Financial Statements presentation. We believe that our Audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) 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 to the extent they are applicable to the Company.

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our Audit.

b. In our opinion, proper Books of Account as required by Law have been kept by the Company, so far as it appears from our examination of such Books.

c. The Balance Sheet, Statement of Profit & Loss Account and Cashflow Statement referred to in this Report are in agreement with the Books of Account produced.

d. In our opinion the Balance Sheet, 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 to the extent such Standards have been made applicable by the Institute of Chartered Accountants of India.

e. On the basis of written representation received from the Directors of the Company as at 31.03.2012, and taken on record by Board of Directors, none of the Directors is disqualified from being appointed as Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read together with the notes thereon and schedules attached thereto which have been prepared on the principles applicable to going concern basis for the reasons stated in Note No.14(ii)3 to the accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view, in conformity with the Accounting Principles generally accepted in India:-

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii. In the case of Statement of Profit & Loss Account, of the Loss for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

i. a. The Company is maintaining proper Records showing full particulars, including quantitative details and situation of Fixed Assets.

b. Fixed Assets were physically verified during the year by the Management, with a programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals.

c. Substantial amount of the Fixed assets have not been sold during the current year affecting Going concern.

ii. The Company has not held any inventory, hence no comment is offered, in regard to physical verification of inventory, procedures of physical verification, and discrepancies noticed between book stock and physical inventory.

iii. During the year, the Company has not availed/ granted Loans from/to Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, other than monies brought in by Promoters for meeting day to day expenses.

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 Fixed Assets and for the rendering of services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in Internal Controls.

v. According to the information and explanations given to us, there are no transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of Contracts or Arrangements that are required to be entered in the Registers maintained under Section 301 of the Companies Act, 1956 in respect of any Party during the year.

vi. The Company has not accepted any Deposits from the Public during the year requiring compliance of provisions of Section 58 A and 58 AA or any other relevant provisions of the Companies Act 1956. An aggregate sum of Rs.2379.21 lakhs (net of repayments) has been brought in so far as per directives of BIFR by the Promoter, as Interest Free Unsecured Loan as per the Declaration filed with the Company.

vii. The Company has an adequate Internal Audit System commensurate with the size of the company and the nature of its business.

Viii The Central Government has not prescribed the maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

ix. a. According to the informations and explanations given to us, the company has been regular in depositing undisputed Statutory dues including Employees Provident Fund, Employees State Insurance, Investor Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory dues with the appropriate authorities during the year.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, service tax etc were in arrears as at 31.3. 2012 for a period of more than six months from the date of becoming payable.

c. As per the information and explanation made available to us and based on records produced to us there are no statutory dues which have not been deposited on account of Dispute.

x. The Company has accumulated losses aggregating to Rs. 3210.17 lakhs as at 31.3.2012, and is more than 50% of its Net Worth. The company has incurred Cash Loss during the Current Year and also has incurred cash loss in the immediately preceding Financial Year.

xi. As on 31/03/2012 the company has not defaulted repayment of Dues to Debenture Holders, Banks and Financial Institutions.

xii. The Company has not granted any Loan or Advance on the basis of Security by way of pledge of Shares, Debentures and other Securities.

xiii. The provisions of Special Statute relating to Chit Fund/ Nidhi are not applicable to this Company.

xiv. The Company is not dealing in or trading in Shares, Securities, Debentures and other Investments.

xv. 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 during the financial year.

xvi. To the best of our knowledge and belief and according to the information and explanations given to us, no term loan was availed by the Company during the current year.

xvii. According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, and on an overall basis, funds have not been raised on short term basis. Accordingly our comment in regard to the utilization of the same for long term purposes is not applicable.

xviii. During the year, 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.

xix. No Debentures have been issued by the Company during the year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the Financial year that causes the Financial Statements to be materially misstated.



For P. CHANDRASEKAR Chartered Accountants FRN 000580S

S. BABU Partner Membership No. : 024136

Place : Chennai 28 Date : 10.08.2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Dynavision Limited as at 31st March, 2011 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2. We conducted our Audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the Audit to obtain reasonable assurance about whether the Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the Accounting Principles used and significant estimates made by the Management, as well as evaluating the overall Financial Statements presentation. We believe that our Audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) 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 to the extent they are applicable to the Company.

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our Audit.

b. In our opinion, proper Books of Account as required by Law have been kept by the Company, so far as it appears from our examination of such Books.

c. The Balance Sheet, Profit and Loss Account and Cashflow Statement referred to in this Report are in agreement with the Books of Account produced.

d. In our opinion the Balance Sheet, Profit & Loss Account and Cashflow 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 to the extent such Standards have been made applicable by the Institute of Chartered Accountants of India.

e. On the basis of written representation received from the Directors of the Company as at 31.03.2011, and taken on record by Board of Directors, none of the Directors is disqualified from being appointed as Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read together with the notes thereon and schedules attached thereto which have been prepared on the principles applicable to going concern basis for the reasons stated in Note No. 3 to the accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view, in conformity with the Accounting Principles generally accepted in India:-

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

i. a. The Company is maintaining proper Records showing full particulars, including quantitative details and situation of Fixed Assets.

b. Fixed Assets were physically verified during the year by the Management, with a programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable intervals.

c. Substantial amount of the Fixed assets have not been sold during the current year affecting Going concern.

ii. The Company has not held any inventory, hence no comment is offered, in regard to physical verification of inventory, procedures of physical verification, and discrepancies noticed between book stock and physical inventory.

iii. During the year, the Company has not availed/ granted Loans from/to Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956,

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 Fixed Assets and for the rendering of services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in Internal Controls.

v. According to the information and explanations given to us, there are no transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of Contracts or Arrangements that are required to be entered in the Registers maintained under Section 301 of the Companies Act, 1956 in respect of any Party during the year.

vi. The Company has not accepted any Deposits from the Public during the year requiring compliance of provisions of Section 58 A and 58 AA or any other relevant provisions of the Companies Act 1956. An aggregate sum of Rs.2414.19 lakhs (net of repayments) has been brought in so far as per directives of BIFR by the Promoter, as Interest Free Unsecured Loan as per the Declaration filed by the Company.

vii.The Company has an adequate Internal Audit System commensurate with the size of the company and the nature of its business.

viii. The Central Government has not prescribed the maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

ix. a. According to the informations and explanations given to us, the company has been regular in depositing undisputed Statutory dues including Employees Provident Fund, Employees' State Insurance, Investor Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory dues with the appropriate authorities during the year.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, service tax etc were in arrears as at 31.3. 2011 for a period of more than six months from the date of becoming payable.

c. The disputed Statutory dues aggregating to Rs. 14 lakhs that have not been deposited on account of matters pending before Appropriate Authorities are as under:-

S. Name of the Statute Nature of Forum where Dispute Amount of the No. dues is pending demand Net of Refunds due to the company adjusted (Rs. in lakhs)

1. Income Tax Act, Income Tax Appellant 14 1961 commissioner

x. The Company has accumulated losses aggregating to Rs.3190.75 lakhs as at 31.3.2011, and is more than 50% of its Net Worth. The company has incurred Cash Loss during the Current Year but has not incurred cash loss in the immediately preceding Financial Year.

xi. As on 31/03/2011 the company has not defaulted repayment of Dues to Debenture Holders, Banks and Financial Institutions.

xii. The Company has not granted any Loan or Advance on the basis of Security by way of pledge of Shares, Debentures and other Securities.

xiii. The provisions of Special Statute relating to Chit Fund/ Nidhi are not applicable to this Company.

xiv. The Company is not dealing in or trading in Shares, Securities, Debentures and other Investments.

xv. 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 during the financial year.

xvi. To the best of our knowledge and belief and according to the information and explanations given to us, no term loan was availed by the Company during the current year.

xvii. According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, and on an overall basis, funds have not been raised on short term basis. Accordingly our comment in regard to the utilization of the same for long term purposes is not applicable.

xviii. During the year, 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.

xix. No Debentures have been issued by the Company during the year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the Financial year that causes the Financial Statements to be materially misstated.

For P. CHANDRASEKAR Chartered Accountants FRN 000580s

S. BABU Partner Membership No. : 024136

Place : Chennai 28 Date : 25.07.2011



 
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