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Auditor Report of Iris Mediaworks Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statement of Iris Mediaworks Ltd ("the Company") which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements:

The Company's board of directors is responsible for the matter stated in section 134(5) of the Companies Act, 2013 ("Act") with respect to the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flows of the company in accordance with the Accounting Principle generally accepted in India including Accounting Standards Specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone 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 assessment, the auditor considers internal control relevant to the Company's preparation and fair presentation of the standalone 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 accounting policies used and the reasonableness of the accounting estimates made by the 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements gives the information required by the Act in the manner so required and give a true and fair view in conformity with the according 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 2015;

(ii) In the case of the Statement of Profit and Loss, of the loss 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

1. 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 hereto a statement on the matters specified in paragraphs 3 and 4 of the said order, to the extent applicable.

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

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

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

c. The Balance Sheet, 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 specified in 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 of the company, as on 31st March 2015, and taken on record by the Board of Directors, none of the directors are 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 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:

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

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

Annexure to Independent Auditors' Report

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

(b) Assets have been physically verified by management during the year. According to the information and explanation given to us, there is regular programme of verification of which, in our opinion is reasonable having regards to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The company has not disposed off substantial part of its fixed assets during the year.

(ii) (a) Inventories has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of such verification is adequate.

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

(c) The Company is maintaining proper records of inventory in so far as such records were examined by us and no material discrepancies were noticed.

(iii) The Company, during the period covered by audit has not granted secured or unsecured loans to companies covered in the Register maintained under Sections 189 of the Companies Act, 1956.

(a) The Company, during the period covered by our audit, has not given secured or unsecured loans to companies covered in the register maintained under section 189 of the Act. Hence the question of receipt of principal amount and interest does not arise.

(b) The Company has not granted any loans secured or unsecured question regarding overdue amount does not arise;

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) In our opinion and according to the information and explanation given to us, during the period under review, the Company has not accepted any deposits from the public and hence the provision of Sections 73 upto 76 of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

(vi) We have been informed by management, no cost records have been maintained under sub-section (1) of section 148 of the Companies Act, 1956.

(vii) (a) In our opinion and according to the information and explanations given to us, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, customs duty, excise duty and other material statutory dues applicable to it.

According to the information and explanations given to us, there are no overdue arrears of statutory dues for a period of more than six months from the date they become payable as at the last date of the financial year covered by our audit except the following undisputed dues :

Nature of Dues Amount (Rs.)

Tax Deducted at Source 13,19,328/-

FBT 2,990/-

Service Tax Payable 1,08,594/-

(b) According to the information and explanations given to us, no disputed amounts payable in respect of income-tax, wealth-tax, sales-tax, customs duty and excise duty were in arrears, as at 31st March, 2015.

(c) According to information and explanations given, no amount is transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules.

(viii) In our opinion, the accumulated loss of the company at the end of the current financial year as well as immediate preceding year is not more than 50% of its net worth. The Company has not incurred cash loss during the financial year covered by our audit as well preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not taken any loan from financial institutions, banks or debentures holders. Hence, in our opinion, the question of reporting defaults in repayment of dues to financial institution or bank or debentures does not arise.

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

(xi) According to explanation given to us, company has not taken any term loan therefore, provision of clause 4(xvi) is not applicable to the company.

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

FOR M/S. D.P.AGARWAL & CO. Chartered Accountants

D.P.AGARWAL FCA Proprietor Place: Mumbai M. No. 35500 Dated: 29th May, 2015 FRN: 100068W


Mar 31, 2013

Report on the Financial Statement

We have audited the accompanying financial statement of Iris Mediaworks Ltd ("the Company") which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flows of the company in according with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Company 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 free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements gives the information required by the Act in the manner so required and give a true and fair view in conformity with the according 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 2013;

(ii) In the case of the Statement of Profit and Loss, of the loss 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

1. 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 Act,, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

c. The Balance Sheet, 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 sub- section (3C) of Section 211 of the Companies Act, 1956; and

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

i. (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the assets have not been physically verified by the Management during the year while some assets have been so verified. Material discrepancies which were noticed on verification have been properly dealt with in the books of accounts.

ii. As explained to us, the company holds no inventory. As such the provision of Clause 4 (ii)

(a), (b) and (c) of the companies (Auditor''s Report) Order, 2003, as amended are not applicable.

iii. (a) The Company has not granted any loans unsecured or secured loans to companies firms or other parties covered in the register maintained under section 301 of the companies Act, 1956 hence the provision of 3(b)(c)(d) not applicable.

(b) The Company has not taken any loan secured or unsecured from companies/firm or other parties covered in the register maintained u/s 301 of the companies ACT 1956 hence provision of paragraph 4(3)(f)(g) not applicable.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. (a) According to the information and explanation given to us, we have unable to form an opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 for the year ended 31st March, 2013 that needs to be entered in to the register maintained under the section have been so entered as the said register has not been made available to us for our inspection.

(b) In our opinion having regard to our comments in paragraph (v)(a) above and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding in the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

vi. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits from the public and hence the directive issued by the reserve Bank of India and the provisions of section 58A and 58AA of the companies Act, 1956, and the rules frame there under are not applicable.

vii. As per the information and explanation given to us, during the year under audit, the company do not have an internal audit system commensurate with the size and nature of it''s business.

viii. As per the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for any other product of the Company.

ix. (a) In our opinion and according to the information and explanations given to us, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, customs duty, excise duty and other material statutory dues applicable to it. According to the information and explanations given to us, there are no overdue arrears of statutory dues for a period of more than six months from the date they become payable as at the last date of the financial year covered by our audit except the following undisputed dues:

Professional Tax 33705/- Tax Deducted at Source 832388/- FBT 2990/- VAT Payable 295442/-

(b) According to the information and explanations given to us, no disputed amounts payable in respect of income-tax, wealth-tax, sales-tax, customs duty and excise duty were in arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

x. In our opinion, the accumulated loss of the company at the end of the current financial year as well as immediate preceding year is not more than 50% of its net worth. The Company has incurred cash losses of Rs.597,872/- during the financial year covered by our audit and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xiii. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

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

xvi. The Term loan taken by the company has been applied for the purpose for which the loans were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term assets. No long-term funds have been used to finance short-term assets other than temporary deployment in investments pending application.

xviii. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

xix. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

xx. The company has not raised fund by public issue however the company has not made preferential allotment equity shares and the fund raised by preferential issued has been used for the purpose of preferential issue made.

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

FOR M/S. D.P.AGARWAL & CO.

Chartered Accountants



Sd/-

D.P.AGARWAL FCA

Proprietor

Place: Mumbai M. No. 35500

Dated: 29th May, 2013 FRN: 100068W


Mar 31, 2012

1. We have audited the attached Balance Sheet of IRIS MEDIAWORKS LIMITED as at 31st March, 2012 and also the statement of Profit and Loss for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statement 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 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 (hereinafter referred to as the ''Order'') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 3 above and subject to the Notes to Accounts, 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 such books;

c) The Balance Sheet and statement of Profit and Loss dealt with this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred in section 211(3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2012 from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 the statement of Profit and Loss , of the Profit of the Company for the year ended on that date; and

III. In the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

i. (a) The Company has no maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the assets have not been physically verified by the Management during the year while some assets have been so verified. Material discrepancies which were noticed on verification have been properly dealt with in the books of accounts.

ii. As explained to us, the company holds no inventory. As such the provision of Clause 4 (ii) (a), (b) and (c) of the companies (Auditor''s Report) Order, 2003, as amended are not applicable.

iii. (a) The Company has not granted any loans unsecured or secured loans to companies ,firms or other parties covered in the register maintained under section 301 of the companies Act, 1956 hence the provision of 3(b)(c)(d) not applicable.

(b) The Company has not taken any loan secured or unsecured from companies/firm or other parties covered in the register maintained u/s 301 of the companies ACT 1956 hence provision of paragraph 4(3)(f)(g) not applicable.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. (a) According to the information and explanation given to us, we have unable to form an opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 for the year ended 31st March, 2012 that needs to be entered in to the register maintained under the section have been so entered as the said register has not been made available to us for our inspection.

(b) In our opinion having regard to our comments in paragraph (v)(a) above and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding in the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

vi. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits from the public and hence the directive issued by the reserve Bank of India and the provisions of section 58A and 58AA of the companies Act, 1956, and the rules frame there under are not applicable.

vii. As per the information and explanation given to us, during the year under audit, the company do not have an internal audit system commensurate with the size and nature of it''s business.

viii. As per the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for any other product of the Company.

ix. (a) In our opinion and according to the information and explanations given to us, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, customs duty, excise duty and other material statutory dues applicable to it. According to the information and explanations given to us, there are no overdue arrears of statutory dues for a period of more than six months from the date they become payable as at the last date of the financial year covered by our audit except the following undisputed dues:

Nature of Dues Amount (Rs.)

Professional Tax 33705/-

Tax Deducted at Source 832388/-

FBT 2990/-

VAT Payable 273015/-

(b) According to the information and explanations given to us, no disputed amounts payable in respect of income-tax, wealth-tax, sales-tax, customs duty and excise duty were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

x. In our opinion, the accumulated loss of the company at the end of the current financial year as well as immediate preceding year is not more than 50% of its net worth. The Company has incurred cash losses of Rs.1,84,403/- during the financial year covered by our audit and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xiii. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

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

xvi. The Term loan taken by the company has been applied for the purpose for which the loans were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term assets. No long-term funds have been used to finance short-term assets other than temporary deployment in investments pending application.

xviii. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

xix. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

xx. The company has not raised fund by public issue however the company has made preferential allotment equity shares and the fund raised by preferential issued has been used for the purpose of preferential issue made.

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

FOR M/S. D.P.AGARWAL & CO.

Chartered Accountants

Sd/-

D.P.AGARWAL FCA

Proprietor

Place: Mumbai M. No. 35500

Dated: 1st September, 2012 FRN: 100068W


Mar 31, 2011

We have audited the attached Balance Sheet & Profit & Loss Account of Channel Guide Limited as at 31st March, 2011 and the Profit and Loss Account and also the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, in a test basis, evidence supporting the amount and disclosure 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.

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

2. Further to our comments in the Annexre referred to in paragraph 1 above, We state that :

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

b) In our opinion proper books of accounts as required by the Companies Act, 1956 have been kept by the Company, so far as it appears from our examination of books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreeement with the books of account.

d) In our opinion, the Balance Sheet and the Profit and Loss Account and Cash Flow Statement dealt with by this report have been prepared in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable other tha accounting Standard 15 regarding employee benefits which has been notified, Accounting Standard-21 regarding presentation of consolidated financial statement and which have not been adhearded to,

e) On the basis of written representations receive from Directors & taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified from being appointed as Directors of the Company under clause (g) of Sub- section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us. the Balance Sheet and Profit and Loss Account read together with the significant Accounting olicies and the Notes thereon give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view :

(i) in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March 2011, and

(ii) in so far as it relates to Profit and Loss Account, of Loss of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITOR'S REPORT FOR THE PERIOD ENDED 31ST MARCH, 2011 :

(Rejected to in Paragraph 1 of our report of eren in date)

1. (a) The Company has not maintained the proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, all the assets have not been physically verified by the management during the year while some asset have been so verified. Material discrepancies which were noticed on verification have been properly dealt with in the books of accounts. However, no documents or reports in the matter were made available for our verification.

2. As explain to us, the company holds no inventories. As such the provision of clause 4 (ii) (a), (b) and (c) of the Companies (Auditor's Report) Order, 2003, as amended are not applicable.

3. (a) An amount of Rs. 48,06,147/- is shown as unsecured loans granted by the company to its sister concern viz. Radiance Network Pvt. Ltd. There are no stipulation with respect to payment of interest and principal, since as explained to us by the Company these are the expenses incurred on behalf of the subsidiary/associate company and hence is not prima facie prejudicial to the interest of the company. The financial statements of the said subsidiary company for the period under audit were not produced before us. Also the said amount has not been confirmed by the said subsidiary company.

(b) The company has taken unsecured loan from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The balance payable as on 31st March 2011 to these parties is Rs. 2,01,18,023/- and there are no stipulation with respect to interest and repayment of these loans as these are i nanture of current accounts and are not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the information and explanantion given to us, there are adequate internal control procedure commensurate with the size of the company and nature of its business with regards to purchase of fixed assets and with regard to sale of services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. According to the information and explanation given to us, we are unable to form an opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 for the year ended 31st March 2011 that need to be entered into the register maintained under that section have been so entered as the said register has not been made available to us for our inspection.

6. (a) As explained to us and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of Section 301 of the companies Act, 1956 and exceeding the value fo rupees five lacs in respect of each party during the year have been entered in the Register.

(b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, as specified under the provisions of section 58-A and 58AA of the Companies Act, 1956 and therefore the Directives issued by the Reserve Bank of India and the provisions of section 58A and 58 AA of the Companies Act, 1956 and rules framed there under is not applicable. As explained to us, the Company has not received any order from the Company Law Board.

8. As per the information and explanations given to us, during the year under audit, the Company did not have an Internal Audit System commensurate with the size and nature of it's business and no internal audit as such has been conducted.

9. As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under section 209 (1) (d) of the Companies Act, 1956 for the companies procedures.

10 (a) In our opinion and according to the information and explanations given to us, the Company is generally not regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' State insurance, Income-Tax, Sales Tax, Wealth-Tax, Customs Duty, Excise Duty, Service Tax, cess and other statutory dues, if any, with the appropriate authorities. According to the information and explanations given to us, there are no overdue arrears of statutory dues for a period of more than six months from the date they became payable as at the last date of the financial year covered by our audit except the following undisputed dues :

Nature of Dues Amount (Rs.

Profession Tax 33,705

Income Tax Deducted at Source 8,32,385

FBT 2,990

Service Tax 8,14,212

Vat Payable 1,67,204

(b) According to the information and explanations given to us no disputed amount payable in respect of dues relating to Provident Fund, Income Tax, sales tax, Customs duty, wealth tax and cess and other Statutory dues were in arrears as at 31st March, 2011 for a period of more than six months from the date they become payable.

11. In our opinion, the accumulated losses of the company are less then fifty percent of its net worth. The Company has incurred Cash losses during the financial year covered by our audit but has not incurred cash losses in the immediately preceding financial year.

12. In our opinion and According to the information and explanations given to us, the Company has defaulted in repayment of dues to a bank during the year. However, we are unable to ascertain the period and extent of defaults due to absence of relevant date with the Company.

13. According to the information and explanations given to us, the Company has not granted Loans and Advances on the basis of security by way of pledge of shares, debentures and other securities during the period under review.

14. As per the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund, Nidhi or mutual benefit society are not applicable to the Company.

15. The Company is not engaged in the Trading in Shares, Securites and Debentures therefore, the Company has not maintained the records of all transactions entered on behalf of the clients and making timely entries in the register. All the Shares and secriites andother investments held by the Company is in it's own name except to the extent of the exemption, if any granted U/s 49 of the Companies Act, 1956.

16. As explained to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short term basis which have eben used for long term investment sand vice versa.

18. During the last year, the Company had issued 58,00,000 Preferntial Convertible Warrants of Rs. 5/- each issued at Premium of Rs. 5/- per share to the Promoters and the outsiders and during the year, the Company has converted and allotted 21,83,444 shares against such warrants and has raised money to the tune of Rs. 218.34 Lacs, during the year, the Company has issued additional 9,04,25,000 convertible warrants of Rs. 5/- each at a premium of Rs. 9/- per share Rs. 3.50 paid up and has received Rs. 777.79 Lacs as share application money. The Company has used the money raised through such issue for the same purpose for which it has been raised.

19. 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.

20. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

21. Based on the Audit Procedures performed and as per the information and explanations given to us by the management, we report that no fraud on or by the Company has been reported or noticed during the year.

FOR NAVTN NISHAR & ASSOCIATES

FIRM REGN. NO. 116503W

CHARTERED ACCOUNTANTS

SD/-

CA. NAVIN K. NISHAR,

PLACE : MUMBAI PROPRIETOR

DATE : 25TH AUGUST, 2011 MEMBERSHIP NO. 101443

 
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