Auditor Report of Mobile Telecommunications Ltd.

Mar 31, 2016

TO THE MEMBERS OF MOBILE TELECOMMUNICATIONS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of MOBILE TELECOMMUNICATIONS 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 ended and summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating

Report on other Legal and Regulatory Requirements

1.As required by the Companies (Auditor''s Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable. OR Requirements of the Companies (Auditor''s Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, are not applicable.

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

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

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

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

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

e) On the basis of written representations received from the directors as on 31 March, 2016, 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 Section 164(2) of the Act.

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

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 7 below to the financial statements; [or the Company does not have any pending litigations which would impact its financial position]

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any on long term contracts including derivative contracts – NA to the financial statements; [or The Company did not have any long-term contracts including derivatives contracts for which there were any material for assessable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company [or, following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company or there were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund].

ADDITIONAL INFORMATION ANNEXED THE INDEPENDENT AUDITORS'' REPORT

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

b. As explained to us, the fixed assets have been physically verified by the management once during the year and in our opinion the frequency of verification is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year the Company has not disposed off any substantial / major part of fixed assets.

2. a. As per information and explanations given to us, the inventories have been physically verified by the management during the year at reasonable intervals. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories 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 has maintained proper records of the inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the size of the Company and the same have been properly dealt with in the books of account.

3. The Company has taken unsecured loans from companies, firms and other parties covered in the register maintained under section 189 of the Companies Act, 2013. The amount of Rs 433.99 lakhs taken from one party as on 31st March, 2016. The maximum amount outstanding during the year is Rs 433.99 lakhs, carrying no interest and other terms and conditions of such loans are prima face not prejudicial to the interest of the Company. As regards the repayment of above loan no terms of repayment have been stipulated, or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain services rendered are of a special nature and suitable alternate sources do not exist for obtaining comparative quotations for fi© same, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls.

5. The Company has not accepted any deposits during the year from the public within the meaning of provisions of the Companies Act, 2013 and rules made there under.

6. As informed to us, the Central Government has not prescribed maintenance of Cost Records under sub section (1) of section 148 of the Act.

7. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been 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, cess and any other statutory dues with the appropriate authorities.

b. According to the information and explanation given to us and the records of the Company examined by us, there are disputed amounts in case of dues of Income Tax Demands:

As per the information and explanations given by the management, the company is not regular in depositing with the appropriate authorities in respect of, undisputed statutory dues including Income Tax, Service Tax, Dividend Distribution Tax, Vat Tax, Wealth tax, Provident Fund, Investor Education According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues, which has remained outstanding for more than six months as at 31st March 2016.

According to the Information and explanation given to us, there are no dues of Sales tax, Custom duty, wears tax, Excise Duty, and cess which have not been deposited on account of any dispute except as following Income Tax demands:

Assessment Year	Appeal Pending Authority	Amount	Amount already paid/adjusted
2010-11	CIT (Appeal)	313.03	Hearing Pending
2011-12	Order Passed	8.13	Demand Adjusted
2012-13	CIT (Appeal)	27.39	Hearing Pending

1. The company has not been required till now to transfer any amount to Investor Education Protection Fund under the provisions of the Companies Act, 1956 and the rules thereof.

2. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

3. In our opinion and according to the information and explanation given to us, the Company has not defaulted in the repayment of dues to banks. There are no dues to financial institutions and debenture holders.

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

5. in our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they have been obtained.

6. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For MAHESH KUMAR JAIN & CO.

CHARTERED ACCOUNTANTS

(Firm Registration No.: 114179W)

MAHESH KUMAR JAIN

PROPRIETOR

(Membership No.: 047473)

Place: MUMBAI

Date: 14.06.2016

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Mar 31, 2015

We have audited the accompanying financial statements of MOBILE TELECOMMUNICATIONS 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 Financial Statements

The Company"s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder:.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31stMarch2015, its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.OR Requirements of the Companies (Auditor''s Report) Order, 2015("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, are not applicable.

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

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

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

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

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

e) On the basis of written representations received from the directors as on 31 March, 2015, 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 Section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 7 below to the financial statements;[or the Company does not have any pending litigations which would impact its financial position]

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts - NA to the financial statements; [or The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses]

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company [or, following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company or there were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund].

1. a. Records showing full particulars including quantitative details and situation of fixed assets have not been adequately maintained by the Company.

b. As explained to us, the fixed assets have been physically verified by the management once during the year and in our opinion the frequency of verification is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year the Company has not disposed off any substantial / major part of fixed assets.

2. a. As per information and explanations given to us, the inventories have been physically verified by the management during the year at reasonable intervals. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories 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 has maintained proper records of the inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the size of the Company and the same have been properly dealt with in the books of account.

d. The management has utilized software which was a part of Inventory in F.Y 2012-2013 is now reclassified in FY 2014-2015 as an asset and the effects of the same are given in current yea r. Revised Income Tax returns were filled for FY 2012-2013 and FY 2013-2014 to give the impact of the same.

3. The Company has taken unsecured loans from companies, firms and other parties covered in the register maintained under section 189 of the Companies Act, 2013. The amount of Rs 306.90 lakhs taken from one party as on 31 March, 2015. The maximum amount outstanding during the year is Rs 363.55 lakhs, carrying no interest and other terms and conditions of such loans are prima face not prejudicial to the interest of the Company. As regards the repayment of above loan no terms of repayment have been stipulated. or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain services rendered are of a special nature and suitable alternate sources do not exist for obtaining comparative quotations for the same, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls.

5. The Company has not accepted any deposits during the year from the public within the meaning of provisions of the Companies Act, 2013 and rules made there under.

6. As informed to us, the Central Government has not prescribed maintenance of Cost Records under sub section (1) of section 148 of the Act.

7. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been 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, cess and any other statutory dues with the appropriate authorities.

b. According to the information and explanation given to us and the records of the Company examined by us, there are disputed amounts in case of dues of Income Tax Demands :

As per the information and explanations given by the management, the company is not regular in depositing with the appropriate authorities in respect of, undisputed statutory dues including Income Tax and According to the information and explanations given to us, there are undisputed amounts payable in respect of such statutory dues, are as follow TDS of Rs.5,83,384- which has remained outstanding for more than six months as at 31st March 2015.

According to the Information and explanation given to us, there are no dues of Sales tax, Custom duty, Wealth tax, Excise duty and cess which have not been deposited on account of any dispute except as following Income Tax demands:

(Rs.in Lacs) Assessment Appeal Pending Amount Amount already Year Authority paid/adjusted

2010- 11 CIT (Appeal) 313.03 Hearing Pending

2011- 12 Order Passed 8.13 Demand Adjusted

2012- 13 CIT (Appeal) 27.39 Hearing Pending

c. The company has not been required till now to transfer any amount to Investor Education Protection Fund under the provisions of the Companies Act, 1956 and the rules thereof.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9. In our opinion and according to the information and explanation given to us, the Company has not defaulted in the repayment of dues to banks. There are no dues to financial institutions and debenture holders.

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

11. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they have been obtained.

12. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For MAHESH KUMAR JAIN & CO CHARTERED ACCOUNTANTS (Firm Registration No.: 114179W)

MAHESH KUMAR JAIN PROPRIETOR (Membership No.: 047473)

Place: MUMBAI Date: 30.05.2015

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Mar 31, 2014

We have audited the accompanying financial statements of Mobile Telecommunications Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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

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

Auditors'' Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. 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.

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 subsection (3C) of section 211 of the Companies Act, 1956;

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

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

I In respect of its fixed assets:

a) The Company does not have the fixed assets records including quantitative details and situation of fixed assets. However the management has informed us that the company is in process to update the same.

b) A major portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification of the fixed assets by the management is reasonable having regards to size of the company and the nature of its assets. As reported by the management no material discrepancies were noticed on such verifications.

c) In our opinion and according to the information and explanation given to us, a substantial part of the fixed assets has not been disposed off by the company during the year and the going concern status of the company is not affected.

II In respect of its inventories:

a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation given to us procedure of physical verification of inventories followed by the management, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

III In respect of unsecured loans granted by the company to the companies covered in the register under section 301 of the companies act, 1956 and according to the information and explanation given to us:-

a) During the year, the Company has not given any loans, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of sub clauses (a) to (d) of clause 4(iii) of CARO are not applicable to the company.

b) The Company has taken unsecured loans, from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. The amount of Rs.258.12 lacs(409.94 lacs) taken from two parties as on 31st March,2014, the Maximum amount outstanding during the year is Rs448.20 Lacs, carrying no interest and other terms and conditions of such loans are prima face not prejudicial to the interest of the Company. As regards the repayment of above loan no terms of repayment have been stipulated.

IV In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regards to the purchase of inventory and fixed assets and for the work done and services. During The course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system of the Company.

V In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956

a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices of the relevant time.

VI The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

VII The Company has no formal internal audit system commensurate with its size and nature of business.

VIII As informed to us the Central Government has not prescribed the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956, therefore the provision of clause 4 (viii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

IX a) As per the information and explanations given by the management, the company is not regular in depositing with the appropriate authorities in respect of, undisputed statutory dues including Income Tax, Service Tax, Dividend Distribution Tax, Sales Tax, Wealth tax, Provident Fund, Investor Education and Protection Fund, custom duty and other statutory dues applicable to it. According to the information and explanations given to us, there are undisputed amounts payable in respect of such statutory dues, are as follows Income Tax of Rs. 11,68,207/- (Net of Tax Deducted at Source),Service Tax 47,27,867/- (Net of Cenvat Credit), Fringe Benefit Tax of Rs. 7,59,69/-,Dividend Distribution Tax of Rs.33,82,933/-, TDS of Rs.9,99,419/-,Provident Fund 4,44,426/-/- and Professional tax of Rs.99,366/- which has remained outstanding for more than six months as at 31st March 2014. The details of unpaid Dividend Distribution tax are as follows:

S.No. Financial Year Amount

1 2009-10 10,11,203

2 2010-11 12,13,443

3 2011-12 11,58,287

Total 33,82,933

b) According to the Information and explanation given to us, there are no dues of Sales tax, Custom duty, Wealth tax, Excise duty and cess which have not been deposited on account of any dispute except as following Income Tax demands:

(Rs.in Lacs) Assessment Appeal Pending Amount Amount already Year Authority paid/adjusted

2008- 09 ITAT 62.70 26.12

2009- 10 CIT Appeals 10.04 Order Passed on 21.05.2014

2010- 11 CIT Appeals '' 313.05 -

2011- 12 CIT 8.13 Order Passed on 25.03.2014

X The Company does not have any accumulated losses as at the end of the financial year and the company has not incurred cash losses during the current and the immediately preceding financial year.

XI In our opinion and according to information and explanation given to us, the company has not defaulted in the repayment of dues to financial institutions or banks at the balance sheet date.

XII According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII The Company is not a chit fund, nidhi or mutual benefit fund / society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor 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 clause 4 (xiv) of the Companies (Auditor Report) Order 2003. are not applicable to the Company.

XV According to the information and explanation given to us, the company has not given any guarantee for loan taken by others from Banks and Financial Institutions.

XVI The Company has not obtained any term loans. Therefore, the provisions of clause 4 (xvi) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

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 investment. No long term funds have been used to finance short term assets except, permanent working capital.

XIII According to the information and explanations given to us, 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 during the year and the question of whether the price at which the shares have been issued in prejudicial to the interest of the company does not arise.

XIX The company has not raised any money by issue of debentures and hence the question of securities have been created in respect of the debenture issue does not arise.

XX The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

XXI To the best of our knowledge and beliefs and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

For N.S.Bhatt and Assocaites Chartered Accountants Firm Registration No: 130891W

CA Brijesh Dutt Chaturvedi (Partner) Membership No.: 135871

Place: Mumbai Date: 5 June, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of MOBILE TELECOMMUNICATIONS LTD. as at March 31, 2012 and annexed Profit and Loss Account of the Company and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 from 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.

1) As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of Section 227 (4-A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

2) Further to our comments in the Annexure referred to in paragraph (1) above, we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the company so far as it appears from our examination of such books.

c) The Balance Sheet and the profit and loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and the Profit and Loss Account and Cash flow Statement comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

e) On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub- section (l) 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 and said account read notes given the information required by the companies Act, 1956, in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In case of the Balance Sheet of the Company as at March 31, 2012.

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

iii) In the case of the cash flow statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT (REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE.)

i) a) The Company is in the process of updating the fixed assets records including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management according to a regular programme of periodic verification in a phased manner which in our opinion is reasonable having regard to the size of the company and nature of fixed assets. The discrepancies noticed on such physical verification were not material and provided for in the books of account of the company.

c) The Company has not disposed of any substantial part of fixed assets during the year.

ii) a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii) a) As per the information and explanation given to us, there are no loans granted, secured or unsecured, to any companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) As per the information and explanations given to us the Company has taken unsecured loan from a Company covered in the register maintained under section 301 of the Companies Act 1956. The amount of Rs. 386.23 lacs (258.34 lacs) taken from two parties as on 31 March,2012, the Maximum amount outstanding during the year is Rs. 446.58 Lacs, carrying no interest and other terms and conditions of such loans are prima face not prejudicial to the interest of the Company. As regards the repayment of above loan no terms of repayment have been stipulated.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weaknesses has been noticed in the internal controls.

v) a) Based on the audit procedures applied by us and according to the information nd explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion 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 and exceeding the value of five lakh rupees 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.

vi) The company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The Company has no formal internal audit system commensurate with its size and nature of business.

viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

xi ) As per the information and explanations given by the management, the company is not regular in depositing with the appropriate authorities in respect of, undisputed statutory dues including Income Tax,Dividend Distribution Tax, Sales Tax, Wealth tax, Provident Fund, Investor Education and Protection Fund, custom duty and other statutory dues applicable to it. According to the information and explanations given to us, there are undisputed amounts payable in respect of such statutory dues,are as follows Income Tax of Rs. 366,056/- (Net of Tax Deducted at Source), Fringe Benefit Tax of Rs. 75969/-,Dividend Distribution Tax of Rs.2,224,645/-, TDS of Rs.1,032,577/-,Provident Fund 12,976/- and Professional tax of Rs.108,800/- which has remained outstanding for more than six months as at 31 March 2012.

b) According to the Information and explanation given to us, there are no dues of Sales tax, Custom duty, Wealth tax, Excise duty and cess which have not been deposited on account of any dispute except as following Income Tax demands:

Assessment Year Appeal Pending Authority Amount

2008-09 ITAT 5,372,912

2009-10 CIT Appeals 8,612,950

) The Company has no accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

xi) As per the information and explanations given to us, the company has not defaulted in repayment of dues to any financial Institution or Bank during the year.

xii) As per the information and explanations given to us, and the company has not granted any loan and /or advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) The provision of special statute is not applicable to the Company as the Company is not a chit fund / nidhi / mutual benefit fund / society.

xiv) In our opinion and according to the explanations given to us, the Company is not dealing in or trading in shares, debentures and other investments.

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

xvi) In our opinion and according to the information and explanation given to us, the company has taken term loan from Banks earlier and the same 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 the funds raised on short - term basis have not been used for long - term investment and vice - versa.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 during the year.

xix) No debentures have been issued by the Company during the year.

xx) The Company has not raised money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For N. S. BHATT & ASSOCIATES Chartered Accountants Firm Registration No. 130891W

Brijesh Dutt Chaturvedi Place : Mumbai (Partner) Date : 1st September, 2012 Membership No. 135871

---

Mar 31, 2011

We have audited the attached Balance Sheet of MOBILE TELECOMMUNICATIONS LTD. as at March 31,2011 and annexed Profit and Loss Account of the Company and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 from 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.

1) As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of Section 227 (4-A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

2) Further to our comments in the Annexure referred to in paragraph (1) above, we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the company so far as it appears from our examination of such books.

c) The Balance Sheet and the profit and loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and the Profit and Loss Account and Cash flow Statement comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

e) On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (l) 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 and said account read notes given the information required by the companies Act, 1956, in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In case of the Balance Sheet of the Company as at March 31, 2011.

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

iii) In the case of the cash flow statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT (REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE.)

i) a) The Company is in the process of updating the fixed assets records including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management according to a regular programme of periodic verification in a phased manner which in our opinion is reasonable having regard to the size of the company and nature of fixed assets. The discrepancies noticed on such physical verification were not material and provided for in the books of account of the company.

c) The Company has not disposed of any substantial part of fixed assets.

ii) a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii) a) As per the information and explanation given to us, with regards to loans granted, secured or unsecured, to any companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, the Company has given trade advances to M/s Media Matrix worldwide Limited and to M/s Proximus Knowledge & Technologies Services Pvt. Limited which are listed in the above said register. Amounting to 17.76 lacs (Rs. 303.88 lacs Previous Year), (The maximum amount outstanding at any time during the year is Rs. 304.64 lacs and Rs. 13.46 lacs respectively) carrying no interest. In our opinion the terms & conditions of such loan is prima facie not prejudicial to the interest of the company and as regards the payment no terms of repayment has been stipulated.

b) As per the information and explanations given to us the Company has taken unsecured loan from a Company covered in the register maintained under section 301 of the Companies Act 1956 amounting to Rs. 258.34 lacs (Rs. 159.19 lacs) as on 31st March, 2011, the Maximum amount outstanding during the year is Rs. 379.75 Lacs, carry no interest and other terms and conditions of such loans are prima face not prejudicial to the interest of the Company. As regards the repayment of above loan no terms of repayment have been stipulated.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weaknesses has been noticed in the internal controls.

v) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion 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 and exceeding the value of five lakh rupees 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.

vi) The company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The Company has no formal internal audit system commensurate with its size and nature of business.

viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

ix) a) As per the information and explanations given by the management, the company is not regular in depositing with the appropriate authorities, undisputed statutory dues including Income Tax, Sales Tax, Wealth tax, Provident Fund, Investor Education and Protection Fund, custom duty and other statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues, except Income Tax of Rs. 366,056/- (Net of Tax Deducted at Source), Fringe Benefit Tax of Rs. 75969/-, Dividend & Distribution Tax of Rs. 1011202/-, TDS of Rs.793,206/- and Professional tax of Rs. 87775/- which has remained outstanding for more than six months as at 31st March 2011. b) According to the Information and explanation given to us, there are no dues of Sales tax, Income tax, Custom duty, Wealth tax, Excise duty and cess which have not been deposited on account of any dispute.

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

xi) As per the information and explanations given to us, the company has not defaulted in repayment of dues to any financial Institution or Bank during the year.

xii) As per the information and explanations given to us, and the company has not granted any loan and /or advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) The provision of special statute is not applicable to the Company as the Company is not a chit fund / nidhi / mutual benefit fund / society.

xiv) In our opinion and according to the explanations given to us, the Company is not dealing in or trading in shares, debentures and other investments.

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

xvi) In our opinion and according to the information and explanation given to us, the company has taken term loan from Banks earlier and the same 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 the funds raised on short - term basis have not been used for long - term investment and vice - versa.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 during the year.

xix) No debentures have been issued by the Company during the year.

xx) The Company has not raised money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For N. S. BHATT & ASSOCIATES Chartered Accountants Brijesh Dutt Chaturvedi (Partner) Place : Mumbai Membership No. 135871 Date : 3rd September, 2011 Firm Registration No. 130891W

---

Mar 31, 2010

We have audited the attached Balance Sheet of MOBILE TELECOMMUNICATIONS LTD. as at March 31, 2010 and annexed Profit and Loss Account of the Company and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We 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 from 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.

1) As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of Section 227 (4-A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

2) Further to our comments in the Annexure referred to in paragraph (1) above, we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the company so far as it appears from our examination of such books.

c) The Balance Sheet and the profit and loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and the Profit and Loss Account and Cash flow Statement comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

e) On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (l) 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 and said account read notes given the information required by the companies Act, 1956, in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In case of the Balance Sheet of the Company as at March 31, 2010.

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

iii) In the case of the cash flow statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE.)

i) a) The Company is in the process of updating the fixed assets records including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management according to a regular programme of periodic verification in a phased manner which in our opinion is reasonable having regard to the size of the company and nature of fixed assets. The discrepancies noticed on such physical verification were not material and provided for in the books of account of the company.

c) The Company has not disposed of any substantial part of fixed assets. However during the year the Company has sold certain fixed assets as per the information and explanation given by the management this has not affected the going concern status of the Company.

ii) a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii) a) As per the information and explanation given to us, with regards to loans granted, secured or unsecured, to any companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, the Company has given trade advances of Rs. 303.88 lacs (Rs. 333.78 lacs Previous Year) to M/s Media Matrix worldwide Limited and Rs.11.51 lacs (Previous Year Nil) to M/s Proximus Knowledge & Technologies Services Pvt. Limited, both of which are covered in the said Register. The maximum amount outstanding at any time during the year is Rs. 333.78 lacs and Rs. 11.51 lacs respectively. The advance is not carrying interest and in our opinion the terms & conditions of such loan are prima facie not prejudicial to the interest of the Company and as regards the payment no terms of repayment has been stipulated.

b) As per the information and explanations given to us the Company has taken unsecured loan from a Company, covered in the register maintained under section 301 of the Companies Act 1956, amounting to Rs. 159.19 lacs (Previous year Rs. 107.06 lacs) as on March 31, 2010, the Maximum amount outstanding during the year is Rs. 395.48 lacs, carry no interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company. As regards the repayment of above loan no terms of repayment have been stipulated.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weaknesses has been noticed in the internal controls.

v) a) Based on the audit procedures applied by us and according to the information nd explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion 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 and exceeding the value of five lakh rupees 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.

vi) The company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The Company has no formal internal audit system commensurate with its size and nature of business.

viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

ix) a) As per the information and explanations given by the management, the company is not regular in depositing with the appropriate authorities, undisputed statutory dues including Income Tax, Sales Tax, Wealth tax, Provident Fund, Investor Education and Protection Fund, custom duty and other statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues, except Income Tax of Rs. 271925/- (Net of Tax Deducted at Source), Fringe Benefit Tax of Rs. 75969/-, TDS of Rs. 99,060/- and Professional tax of Rs. 80881/- which has remained outstanding for more than six months as at 31st March 2010.

b) According to the Information and explanation given to us, there are no dues of Sales tax, Income tax, Custom duty, Wealth tax, Excise duty and cess which have not been deposited on account of any dispute.

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

xi) As per the information and explanations given to us, the company has not defaulted in repayment of dues to any financial Institution or Bank during the year.

xii) As per the information and explanations given to us, and the company has not granted any loan and /or advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) The provision of special statute is not applicable to the Company as the Company is not a chit fund / nidhi / mutual benefit fund / society.

xiv) In our opinion and according to the explanations given to us, the Company is not dealing in or trading in shares, debentures and other investments.

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

xvi) In our opinion and according to the information and explanation given to us, the company has taken term loan from Banks earlier and the same 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 the funds raised on short – term basis have not been used for long – term investment and vice – versa.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 during the year.

xix) No debentures have been issued by the Company during the year.

xx) The Company has not raised money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For N. S. BHATT & CO.

Chartered Accountants

N. S. Bhatt

(Proprietor)

Place: Mumbai Membership No. 10149

Date : 3rd September, 2010 Firm Registration No. 101342W