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Auditor Report of Eros International Media Ltd.

Mar 31, 2016

1. We have audited the accompanying standalone financial statements of Eros International Media Limited ("the Company") which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

4. We have taken into account the provisions of the Act, 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.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

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

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

OPINION

8. 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 31 March 2016, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

9. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in annexure A, as required by Section 143(3) of the Act, we report that:

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

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

c. the standalone financial statements 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 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on

31 March 2016 from being appointed as a director in terms of Section 164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 27 May 2016 as per annexure B expressed an unqualified opinion.

g. 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. as detailed in Note 21 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

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

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

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

(ii) In our opinion, the management has conducted physical verification of inventory during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies and firms covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Company''s interest;

(b) the schedule of repayment of principal has been stipulated wherein the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, repayment of the principal amount is regular;

(c) there is no overdue amount in respect of loans granted to such companies, firms, or other parties.

(iv) In our opinion, Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s products/ services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii)(a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months

Name of the statute Nature of the dues Amount (f in lakhs)

Income Tax Act, 1961 Self-assessment Tax 1,567.44 Income Tax Act, 1961 Advance Income Tax 723.91

Name of the Statute Period to which the amount Due Date Date of

relates Payment

Assessment Year 2015-2016 30 November 2015 Unpaid

Assessment Year 2016-2017 15 September 2015 Unpaid

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows: Statement of Disputed Dues

Name of the statute Nature of Amount

(Rs. in lakhs)

Central Sales Tax Act, 1944 Sales tax 12.37

Maharashtra Value Added Tax, 2002 Sales tax 0.70

Central Sales Tax Act, 1944 Sales tax 7.28

Maharashtra Value Added Tax, 2002 Sales tax 776.64

Central Sales Tax Act, 1944 Sales tax 16.26

Maharashtra Value Added Tax, 2002 Sales tax 284.62

Maharashtra Value Added Tax, 2002 Sales tax 455.70

Central Sales Tax Act, 1944 Sales tax 15.56

Income tax Act, 1961 Income tax 2.35

Income tax Act, 1961 Income tax 3.41

Income tax Act, 1961 Income tax 37.64

Income tax Act, 1961 Income tax 17.11

Finance Act,1994 Service Tax, 31,350.04

penalties and interest

Name of Statue Amount Period to which the amount Forum where dispute paid under relates is pending

Protest (Rs. in lakhs)

Central Sales Tax Act, 1994 - Financial Year 2005-06 Joint Commissioner of sales tax (Appeals)

Maharashtra Value Adde Tax,2002 - Financial Year 2005-06 Joint Commissioner of sales tax (Appeals)

Central Sales Tax Act, 1944 - Financial Year 2007-08 Deputy Commissioner of sales tax (Appeals)

Maharashtra Value, Added Tax, 2002 - Financial Year 2007-08 Deputy Commissioner of sales tax (Appeals)

Central Sales Tax Act, 1944 2.00 Financial Year 2008-09 Joint Commissioner of sales tax (Appeals)

Maharashtra Value Added Tax, 2002 15.00 Financial Year 2008-09 Joint Commissioner of sales tax (Appeals)

Maharastra Value Added Tax, 2002 - Financial Year 2009-10 Deputy Commissioner of sales tax (Appeals)

Cental sales Tax Act, 1944 - Financial Year 2009-10 Deputy Commissioner of sales tax (Appeals)

Income Tax act, 1961 - Assessment Year 2002-03 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 - Assessment Year 2003-04 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 - Assessment Year 2004-05 High Court

Income Tax Act, 1961 - Assessment Year 2012-13 Commissioner of Income Tax (Appeals)

Finance Act, 1994 1,000.00 Financial Year 2009-10 to CESTAT 2013-14

(viii)The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purpose for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii)In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii)In our opinion, all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements, as required by the applicable accounting standards.

(xiv)During the year, the Company has made preferential allotment. In respect of the same, in our opinion, the Company has complied with the requirement of Section 42 of the Act and the Rules framed thereunder.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi)The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

(Formerly Walker, Chandiok & Co)

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

per Adi P. Sethna

Place : Mumbai Partner

Date : 27 May 2016 Membership No.: 108840


Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Eros International Media Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, 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

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

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

4. We have taken into account the provisions of the Act, 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.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

8. 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 31 March 2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

9. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by Section143(3) of the Act, we report that:

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

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

c. the Balance Sheet, 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 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section164(2) of the Act;

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

i. as detailed in Note 21 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

Annexure to the Independent Auditor's Report of even date to the members of Eros International Media Limited, on the financial statements for the year ended 31 March 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

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

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) The Company has granted unsecured loans to companies and firms covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, receipt of the principal amount is regular; and

(b) there is no overdue amount in respect of loans granted to such companies and firms.

(iv) In our opinion, certain items purchased are of a specialized nature for which suitable alternative sources do not exist for comparative quotations. However, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of content, related consumables and fixed assets and for the sale of fixed assets, services and film rights. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and belief, the Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company's products/ services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Except for undisputed statutory dues in respect of income tax and service tax, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable with the appropriate authorities. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the Amount dues (Rs. in lakhs)

Finance Act, 1994 Service tax** 152.51

Period to which the Due Date Date of Payment amount relates

Financial Year 2010-11 Various dates Unpaid

** The Finance Act, 2010 levied service tax on temporary transfer of copyright in the period 1 July 2010 to 30 June 2012. In 2011, the Company filed a writ petition in Mumbai High Court challenging the constitutionally and the legality of this entry and received ad-interim protection and accordingly, no amounts were provided for by the Company for the period 1 April 2011 to 30 June 2012.

(b) Dues outstanding in respect of income-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the Nature of Amount Amount Paid statute dues (Rs. in lakhs) Under Protest (Rs. in lakhs)



Central Sales Tax Sales tax 28.63 - Act, 1944

Maharashtra Value Sales tax 285.06 - Added Tax, 2002

Income tax Act, 1961 Income tax 6.67 -

Income tax Act, 1961 Income tax 36.75 -

Name of the Period to which the Forum where dispute is statute amount relates pending

Central Sales Tax Financial Year Joint Commissioner of Act, 1944 2005-06 and 2008-09 sales tax (Appeals)

Maharashtra Value Financial Year Joint Commissioner of Added Tax, 2002 2005-06 and 2008-09 sales tax (Appeals)

Income tax Act, 1961 Assessment Year Commissioner of Income 2002-03 to 2004-05 Tax (Appeals)

Income tax Act, 1961 Assessment Year High Court 2004-05

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to any bank or financial institution during the year. The Company did not have any outstanding debentures during the year

(x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prims facie, prejudicial to the interest of the Company.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) As per the information and explanations given by the management, no material fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co LLP (formerly known as Walker, Chandiok & Co) Chartered Accountants Firm Registration No: 001076N/N500013

per Adi P. Sethna Partner Membership No: 108840

Place : Mumbai Date : 29 May 2015


Mar 31, 2014

1. We have audited the accompanying financial statements of Eros International Media Limited, ("the Company"), which comprise the Balance Sheet as at 31 March 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. The Company''s management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

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

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

OPINION

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

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

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

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

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

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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

Annexure to the Independent Auditors'' Report of even date to the members of Eros International Media Limited on the financial statements for the year ended 31 March 2014

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

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

(c) In our opinion, a substantial part of fixed assets has not been disposed of during the year.

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) (a) The Company has granted unsecured loans to six parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 5,141.79 lacs and the year-end balance is Rs. 3,775.52 lacs.

(b) In respect of interest free loans granted, the principal amounts are repayable on demand, hence, we are unable to comment as to whether the terms and conditions are prejudicial to the interest of the Company.

(c) In respect of interest free loans granted, the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, receipt of the principal amount is regular.

(d) There is no overdue amount in respect of loans granted to such companies or firms.

(e) The Company has taken unsecured loans from parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 3,456.12 lacs and the year-end balance is Rs. 1,256.17 lacs.

(f) In our opinion, for interest bearing loans, though terms of repayment have not been stipulated, rate of interest are not prima facie, prejudicial to the interest of the Company. In respect of interest free loans taken, the principal amounts are repayable on demand, hence, we are unable to comment as to whether the terms and conditions are prejudicial to the interest of the Company.

(g) In respect of loans taken, the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, payment of the principal amount is regular.

(iv) In our opinion, certain items purchased are of a specialized nature for which suitable alternative sources do not exist for obtaining comparative quotations. However, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of content, related consumables and for the sale of fixed assets, services and film rights. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of Company''s products or services. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Except for undisputed dues in respect of sales tax, income tax and service tax, the Company is generally regular in depositing undisputed statutory dues including provident fund, profession tax, investor education and protection fund, employees'' state insurance, wealth tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Undisputed amounts which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the Amount Period to which dues (Rs. in lacs) the amount relates

Maharashtra Value Sales tax on 2,566.02 Financial Year Added Tax Act, 2002 sale/ lease of 2006-07 to copyrights* 2011-12

Finance Act, 1994 Service Tax** 152.51 Financial Year 2010-2011

Income tax Act, 1961 Tax deducted 0.29 Financial Year at source 2013-2014

Name of the statute Due Date Date of Payment

Maharashtra Value Various dates Unpaid Added Tax Act, 2002

Finance Act, 1994 Various dates Unpaid

Income tax Act, 1961 Various dates Unpaid *The Company is of the opinion that there are no grounds for levying VAT on film distribution activity and the levy has been challenged by the entire film fraternity. This amount is inclusive of all unpaid VAT amounts, including those on theatrical distribution, which have not been provided for by the Company.

**The Finance Act 2010 levied service tax on temporary transfer of copyright in the period 1 July 2010 to 30 June 2012. In 2011, the Company filed a writ petition in Mumbai High Court challenging the constitutionality and the legality of this entry and received ad-interim protection and accordingly, no amounts were provided for by the Company for the period 1 April 2011 to 30 June 2012.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the statute Nature of Amount Period to which the the dues (Rs. in lacs) amount relates

Income tax Act, 1961 Income tax 53.04 Assessment Year 2002-03 to 2004-05

Income tax Act, 1961 Income tax 146.92 Assessment Year 2010-11

Central Sales Tax Sales tax 0.16 Financial Year Act, 1944 2004-05

Bombay Sales Tax Sales tax 71.51 Financial Year Act, 1959 2004-05

Name of the statute Forum where dispute is pending

Income tax Act, 1961 Appellate Tribunal

Income tax Act, 1961 Rectification application u/s 154 to Assistant Commissioner

Central Sales Tax Deputy Act, 1944 Commissioner of Sales tax (Appeals)

Bombay Sales Tax Deputy Act, 1959 Commissioner of Sales tax (Appeals)

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to any bank or financial institution during the year. The Company did not have any outstanding debentures during the year.

(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. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) The Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii)In our opinion, no funds raised on short- term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) 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, no material fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co LLP (formerly known as Walker, Chandiok & Co) Chartered Accountants Firm Registration No.: 001076N

per Khushroo B. Panthaky Partner Membership No.: F - 42423

Place : Mumbai Date : 29 May 2014


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of Eros International Media Limited, ("the Company"), which comprise the Balance Sheet as at 31 March 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORS'' RESPONSIBILITY

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

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

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

OPINION

6. 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:

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

5 of the Order.

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

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

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

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Act; and

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

Annexure to the Independent Auditors'' Report of even date to the members of Eros International Media Limited on the financial statements for the year ended 31 March 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) (a) The Company has granted interest free advances to ten parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 7,111.29 lacs and the year-end balance is Rs. 5,292.48 lacs.

(b) In our opinion, the terms and conditions of such interest free advances are not, prima facie, prejudicial to the interest of the Company.

(c) The above interest free advances would be adjusted on the purchase of film rights or on completion of films as applicable, and in accordance with the terms and conditions stipulated in the agreement.

(d) The above interest free advances given by the Company, would be adjusted, on the purchase of film rights or on completion of films, as applicable, and therefore there are no amounts overdue in respect of advances as at the year end. Accordingly, the provisions of clause 4(iii)(d) of the Order are not applicable.

(e) The Company has taken interest free advances from three parties covered under the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 881.77 lacs and the year-end balance is Rs. 334.34 lacs.

(f) In our opinion, the terms and conditions of interest free advances taken by the Company are not, prima facie, prejudicial to the interest of the Company.

(g) Interest free advances would be adjusted against sale of film rights or on completion of films as applicable in accordance with the terms and conditions stipulated in the agreement.

(iv) In our opinion certain items purchased are of a special nature for which suitable alternative sources do not exist for obtaining comparative quotations. However there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of Company''s products/ services. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) 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 other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof. which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of Nature of Amount the statute the dues (Rs. inlacs)

Maharashtra Value Added Tax Act, 2002 Value Added 148.00 Tax (Gross)

Maharashtra Value Added Tax Act, 2002 Value Added 808.87 Tax (Gross) *

Maharashtra Value Added Tax Act, 2002 Value Added 603.40 Tax (Gross) *

Maharashtra Value Added Tax Act, 2002 Value Added 411.82 Tax (Gross)

Maharashtra Value Added Tax Act, 2002 Value Added 378.85 Tax (Gross)

Maharashtra Value Added Tax Act, 2002 Value Added 200.08 Tax (Gross)

Income Tax Act, 1956 Advance Tax 1,612.80

Finance Act, 1994 Service Tax 152.51

Finance Act, 1994 Service Tax 0.06

Finance Act, 1994 Service Tax 1.74

Finance Act, 1994 Service Tax 0.30

Finance Act, 1994 Service Tax 1.40

Finance Act, 1994 Service Tax 1.12

Finance Act, 1994 Service Tax 0.20

Finance Act, 1994 Service Tax 0.25

Name Period to which the Due Date of amount relates Date Payment

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2011-12 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2010-11 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2009-10 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2008-09 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2007-08 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2006-07 dates Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2012-13 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2010-2011 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2007-2008 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2005-2006 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2004-2005 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2003-2004 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2002-2003 dates

Finance Act, 1994 Financial Year Various Unpaid 2001-2002 dates

Finance Act, 1994 Financial Year Various Unpaid 2000-2001 dates

* In line with film industry consensus, the Company is of the opinion that there are no grounds for levying VAT on film distribution activity and hence no provision is made in the books of accounts for these years. The same is disclosed as

contingent liability under Notes to Accounts.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of Nature Amount the statute of dues (Rs. in lacs)

Income Tax Act, 1961 Income tax 47.26

Income Tax Act, 1961 Income tax 3.41

Income Tax Act, 1961 Income tax 2.36

Central Sales Tax Act, 1944 Sales tax 0.16

Bombay Sales Tax Act, 1959 Sales tax 71.51

Name Period to which the Forum where dispute amount relates is pending

Income Tax Act, 1961 Assessment Year 2004-05 Appellate Tribunal

Income Tax Act, 1961 Assessment Year 2003-04 Appellate Tribunal

Income Tax Act, 1961 Assessment Year 2002-03 Appellate Tribunal

Income Tax Act, 1961 Financial Year 2004-05 Deputy Commissioner of Sales tax (Appeals)

Income Tax Act, 1961 Financial Year 2004-05 Deputy Commissioner of Sales tax (Appeals)

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders during the year.

(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. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii)In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N

per Khushroo B. Panthaky

Partner

Membership No.: F-42423

Mumbai

30 May 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Eros International Media Limited ('the Company'), as at 31 March 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the 'financial statements'). 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's 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 Companies Act, 1956 ('the Act') , we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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 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 appears from our examination of those books;

(c) The financial statements dealt with by this report are in agreement with the books of account;

(d) On the basis of written representations received from the Directors, as on 31 March 2012 and taken on record by the Board of Directors, none of the Directors are disQualified as on 31 March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(e) In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and 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, in the case of:

(i) the Balance Sheet, of the state of affairs of the Company as at 31 March 2012;

(ii) the Statement of Profit and Loss, of the Profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR'S REPORT of even date to the members of Eros International Media Limited, on the financial statements for the year ended 31 March 2012 Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit we report that:

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

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

(c) In our opinion a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year except stocks lying with third parties. For stocks lying with third parties at the year-end written confirmations have been obtained by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted interest free advances to nine parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 975,041,737 and the year-end balance is Rs. 338,072,454.

(b) In our opinion the terms and conditions of such interest free advances are not prima facie prejudicial to the interest of the Company.

(c) The above interest free advances would be adjusted on the purchase of film rights or on completion of films as applicable in accordance with the terms and conditions stipulated in the agreements.

(d) The above interest free advances given by the Company would be adjusted on the purchase of film rights or on completion of films as applicable and therefore there are no amounts overdue in respect of such advances as at the year end. Accordingly the provisions of the clause 4(iii)(d) of the Order are not applicable.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion certain items purchased are of a special nature for which suitable alternative sources do not exist for obtaining comparative quotations. However there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) Owing to the unique and specialised nature of the items involved and in the absence of any comparable prices we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules 1975. Accordingly the provisions of clause 4(vi) of the Order are not applicable.

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

(viii) To the best of our knowledge and belief the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company's products/ services. Accordingly the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) 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 other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the Amount Period to which the dues (Rs.) amount relates

Maharashtra Value Value Added Tax 20,008,275 Financial Year 2006-07 Added Tax Act 2002 (Gross)

Maharashtra Value Value Added Tax 37,885,034 Financial Year 2007-08 Added Tax Act 2002 (Gross)

Maharashtra Value Value Added Tax 41,181,933 Financial Year 2008-09 Added Tax Act 2002 (Gross)

Maharashtra Value Value Added Tax 19,571,429 Financial Year 2011-12 Added Tax Act 2002 (Gross)

Maharashtra Value Value Added Tax 60,339,793 Financial Year 2009-10 Added Tax Act 2002 (Gross) *

Maharashtra Value Value Added Tax 80,886,688 Financial Year 2010-11 Added Tax Act 2002 (Gross) *

Maharashtra Value Value Added Tax 714,709 Financial Year 2011-12 Added Tax Act 2002 (Gross) *

Income Tax Act 1956 Advance tax 111,740,609 Financial Year 2011-12

Finance Act 1994 Service Tax 24,942 Financial Year 2000-01

Finance Act 1994 Service Tax 19,839 Financial Year 2001-02

Finance Act 1994 Service Tax 111,864 Financial Year 2002-03

Finance Act 1994 Service Tax 140,359 Financial Year 2003-04

Finance Act 1994 Service Tax 29,805 Financial Year 2004-05

Finance Act 1994 Service Tax 173,869 Financial Year 2005-06

Finance Act 1994 Service Tax 6,381 Financial Year 2007-08

Finance Act 1994 Service Tax 15,251,487 Financial Year 2010-11

Name of the Statue Due Date Date of Payment

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Income Tax Act 1956 15 June 2011 and Unpaid

Finance Act 1994 15 September 2011 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

* In line with film industry consensus the Company is of the opinion that there are no grounds for levying VAT on film distribution activity and hence no provision is made in the books of accounts for these years. The same is disclosed as contingent liability under Notes to Accounts.

The liability for the current year shown under contingent liability is upto 30 April 2011 as with effect from 1 May 2011 MVAT liability on copyrights excludes those for distribution and exhibition of cinematographic films in theatres and cinema halls.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty ,wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the statute Nature of Amount Period to which the dues (Rs.) amount relates

Income Tax Act 1961 Income tax 4,726,197 Assessment Year 2004-05

Central Sales Tax Act Sales tax 16,344 Financial Year 2004-05 1944

Bombay Sales Tax Act Sales tax 7,151,245 Financial Year 2004-05 1959

Central Sales Tax Act Sales tax 1,645,507 Financial Year 2003-04 1944

Name of Statue Forum where dispute is pending

Income Tax Act 1961 Appellate Tribunal

Central Sales Tax Act 1944 Deputy Commissioner of Sales tax (Appeals)

Bombay Sales Tax Act 1959 Deputy Commissioner of Sales tax (Appeals)

Central Sales Tax Act 1944 Deputy Commissioner of Sales tax (Appeals)



Name of the statute Nature of Amount Period to which the dues (Rs.) amount relates



Bombay Sales Tax Act Sales tax 40,579,952 Financial Year 2003-04 1959

Central Sales Tax Act Sales tax 766,924 Financial Year 2002-03 1944

Bombay Sales Tax Act Sales tax 42,528,039 Financial Year 2002-03 1959

Central Sales Tax Act Sales tax 241,015 Financial Year 2001-02 1944

Bombay Sales Tax Act Sales tax 40,320,786 Financial Year 2001-02 1959

Bombay Sales Tax Act Sales tax 33,852,642 Financial Year 2000-01 1959



Name of Statue Forum where dispute is pending

Bombay Sales Tax Act Deputy Commissioner of Sales 1959 tax (Appeals)

Central Sales Tax Deputy Commissioner of Sales Act 1944 tax (Appeals)

Bombay Sales Tax Act Deputy Commissioner of Sales 1959 tax (Appeals)

Central Sales Tax Deputy Commissioner of Sales Act 1944 tax (Appeals)

Bombay Sales Tax Act Deputy Commissioner of Sales 1959 tax (Appeals)

Central Sales Tax Deputy Commissioner of Sales Act 1944 tax (Appeals)

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture-holders during the year.

(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. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N

per Khushroo B. Panthaky

Partner

Membership No: F-42423

Place: Mumbai

Date: 26 May 2012

 
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