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Auditor Report of Munoth Communication Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of the underlying 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 Standardsreferred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("theAct") read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements, 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 inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient andappropriate 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 sorequired and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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 CashFlow Statement comply with the Accounting Standards referred to in subsection(3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.;

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

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

Annexure to the Auditors'' Report

The Annexure referred to in our report to the members of Munoth Communication Limited (''the Company'') for the year ended 31st March, 2014. We report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f)&(g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct anyweaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act are not applicable to the Company.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable, except for Lease tax payable at Rs.93853/-.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has accumulated loss and has incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. 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.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March 2014, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For KUMBHAT & CO Chartered Accountants FRN.:001609S

Ajit Kumbhat Place : Chennai Partner Date : 20/05/2014 Membership No : 019582


Mar 31, 2013

We have audited the accompanying financial statements of Munoth Communication 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 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.

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.

In our opinion and. to thepest of pur information and according.tp:tbe explanatibha giyeh to statemW and fair principlesgerierally 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 Profit and Loss Account, of the LOSS for the year ended on that date; and

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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Munoth Communication Limited on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

(d) Revaluation reserve is created on account of Revaluation done of the fixed assets as on 31.03.2013 by Govt. Registered Valuer.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause
9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable, except for Lease tax payable at Rs. 93853 and Property Tax amounting to Rs. 8715.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security byway of pledge ofshares; debenture''s andother securities:

13. The Company is not a chit fubdor a nidhi/mutuafbehe''fit''ftrnd/soGiety. Therefore.theprbvisiohof this clause of the Companies (Auditors

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For KUMBHAT & CO Chartered Accountants

FRN.:001609S

Ajit Kumbhat

Place : Chennai Partner

Date : 29/05/2013 Membership No : 019582


Mar 31, 2012

We have audited the attached Balance Sheet of M/S. MUNOTH COMMUNICATION LIMITED. as at 31st March 2012 and the related Profit and Loss Account and Cash Flow Statement of the company 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 have 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.

1. As required by the Companies (Auditors Report) order, 2003 as amended by the companies (Auditors' Report)(amendment)order,2004 issued by the Central Government of India in terms of sub-section 4A of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of the audit, we enclose in the Annexure a statement of matters specified in paragraph 4 and 5 of the said order.

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

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

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

c) The Balance Sheet, Profit and loss Account and the Cash Flow Statement dealt with by report are in agreement with the books of accounts;

d) In our opinion and to the best of our information the Balance Sheet and Profit & Loss Account and the Cash Flow Statement dealt with by this report complies with the accounting standards as referred to in Section 211(3C) of the Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 31st March 2012 and taken on record by the board of directors, we report that none of the Directors are disqualified as on March 31st, 2012 from being appointed as a director in terms of section 274(1) (g) of Companies Act, 1956.

3. 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 :-

a. In the case of the Balance sheet, of the state of affairs of the company as at 31st March, 2012;and

b. In the case of Profit and Loss Account of the Loss for the year ended on that date.

c. In the case of the Cash Flow Statement of the Cash Flow for the year ended on that date.

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets. The Fixed Assets have been physically verified by the management during the period.

(b) According to the information and explanations given to us, Fixed Assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification as compared to the available records. In our opinion the frequency of such physical verification is reasonable having regard to the size of the company and the nature of its assets. None of the Fixed Assets have been revalued during the year.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) According to the information and explanations given to us, the stock of Inventory has been physically verified during the year by the Management at reasonable intervals. 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. The company has maintained proper records of inventory. And also the Company has stock in trade of shares which is lying with and confirmed by the depository.

(iii) According to the information and explanations given to us, the Company has not granted or taken any secured or unsecured loans during the year from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1961 (1 of 1956) and accordingly, paragraphs 4 (iii), (b), (c), (d), (e), (f) and (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there were adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of fixed assets and for the sale of goods and service. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

(v) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and material and sale of goods, materials and services made in pursuance of contracts or arrangement required to be entered in the register maintained under section 301 of the Companies Act, 1956 (1 of 1956), aggregating during the year of Rupees Five Lakhs or more in respect of each party.

(vi) The Company has not accepted any deposits from the public;

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

(viii) Maintenance of cost records as prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 (1 of 1956) are not applicable to the company.

(ix) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, excepting a sum of Rs.93,850/- of undisputed tax on lease rentals.

(b) According to the information and explanations given to us, no disputed amounts payable in respect of statutory dues were outstanding as at 31st March 2012 for a period of more than six months from the date they become payable. Further, since the Central Government has not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, we are not in a position to comment on the regularity or otherwise of the Company depositing the same.

(x) The accumulated losses as at 31.3.2012 are not in excess of 50% of the net worth. The Company has incurred cash loss during the financial year covered by our audit but not in the immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanations given by the management, the company has not defaulted in repayment of dues to banks or any financial institutions.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares.

(xiii) The provision of any special statute applicable to chit fund / nidhi / mutual fund / societies are not applicable to the company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein.

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

(xvi) According to the explanations and information given to us term loans were applied for the purpose for which the loans were obtained by the Company.

(xvii) According to the information and explanations given to us and on the overall examination of the Source and Application of the Funds of the company, we report that no funds raised on short-term basis have been used for long-term investment by the company.

(xviii) During the year the company has not made any preferential allotment of shares.

(xix) The Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books and records of the company carried in accordance with the generally accepted auditing practices in India, and according to information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, not we have been informed of such case by the management.

For KUMBHAT & CO

Chartered Accountants

FRN.:001609S

Ajit Kumbhat

Place : Chennai Partner

Date : 26/05/2012 M.No 19582


Mar 31, 2011

We have audited the attached Balance Sheet of M/S. MUNOTH COMMUNICATION LIMITED . as at 31st March 2011 and the related Profit and Loss Account and Cash Flow Statement of the company 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 have 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.

1. As required by the Companies (Auditors Report) order, 2003 as amended by the companies (Auditors' Report)(amendment)order,2004 issued by the Central Government of India in terms of sub-section 4A of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of the audit, we enclose in the Annexure a statement of matters specified in paragraph 4 and 5 of the said order.

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

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

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

c) The Balance Sheet, Profit and loss Account and the Cash Flow Statement dealt with by report are in agreement with the books of accounts;

d) In our opinion and to the best of our information the Balance Sheet and Profit & Loss Account and the Cash Flow Statement dealt with by this report complies with the accounting standards as referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 31st March 2011 and taken on record by the board of directors, we report that none of the Directors are disqualified as on March 31st, 2011 from being appointed as a director in terms of section 274(1) (g) of Companies Act, 1956.

3. 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, 2011; and

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

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

ANNEXURE REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE RE : MUNOTH COMMUNICATION LIMITED, CHENNAI

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets. The Fixed Assets have been physically verified by the management during the period.

(b) According to the information and explanations given to us, Fixed Assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification as compared to the available records. In our opinion the frequency of such physical verification is reasonable having regard to the size of the company and the nature of its assets. None of the Fixed Assets have been revalued during the year.

(c.) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) (a) According to the information and explanations given to us, the stock of Inventory has been physically verified during the year by the Management at reasonable intervals. 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. The company has maintained proper records of inventory. And also the Company has stock in trade of shares which is lying with and confirmed by the depository.

(b) The Company has not taken during the year any loans, secured or unsecured from parties listed in the register maintained under Section 301 of the Companies Act 1956 (1 of 1956) and accordingly, paragraphs 4(iii) (f) and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there were adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase fixed assets and for the sale of goods and service. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

(v) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and material and sale of goods, materials and services made in pursuance of contracts or arrangement required to be entered in the register maintained under section 301 of the Companies Act, 1956 (1 of 1956), aggregating during the year of Rupees Five Lakhs or more in respect of each party.

(vi) The Company has not accepted any deposits from the public;

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

(vii) Maintenance of cost records as prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 (1 of 1956) are not applicable to the company.

(viii) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, excepting a sum of Rs.93,583/- of undisputed tax on lease rentals pertaining to 1998.

(b) According to the information and explanations given to us, no disputed amounts payable in respect of statutory dues were outstanding as at 31st March 2011 for a period of more than six months from the date they become payable. Further, since the Central Government has not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, we are not in a position to comment on the regularity or otherwise of the Company depositing the same.

(ix) The accumulated losses as at 31.3.2011 are not in excess of 50% of the net worth. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(x) According to the records of the company examined by us and the information and explanations given by the management, the company has not defaulted in repayment of dues to banks or any financial institutions.

(xi) The Company has not granted loans and advances on the basis of security by way of pledge of shares.

(xii) The provision of any special statute applicable to chit fund / nidhi / mutual fund / societies are not applicable to the company.

(xiii) The Company has maintained proper records of transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein.

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

(xv) According to the explanations and information given to us term loans were applied for the purpose for which the loans were obtained by the Company.

(xvi) According to the information and explanations given to us and on the overall examination of the Source and Application of the Funds of the company, we report that no funds raised on short-term basis have been used for long-term investment by the company.

(xvii) During the year the company has not made any preferential allotment of shares.

(xviii) The Company has not issued any debentures during the year.

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

(xx) During the course of our examination of the books and records of the company carried in accordance with the generally accepted auditing practices in India, and according to information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, not we have been informed of such case by the management.

For KUMBHAT & CO Chartered Accountants FRN.:001609S

Ajit Kumbhat Partner M.No 19582 Place : Chennai Date : May, 14, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of M/s. MUNOTH COMMUNICATION LIMITED, as at 31st March 2010 and also the Profit and Loss account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

Further to our report under the Companies (Auditors’ Report) Order, 2003 as amended by the Companies (Auditors’ Report) (Amendment) Order, 2004 annexed to this report we state that:

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

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

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

iv. In our, opinion the Balance Sheet and Profit & Loss Account dealt with by this report comply with the accounting standards, referred to in Sub section (3C) of Section 211 of Companies Act, 1956.

v. On the basis of written representations received from the Directors as on 31st March 2010and 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 Director in terms of section 274(1)(g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. In the case of the Balance Sheet, of the state of Company’s affairs at 31st March, 2010.

b. In the case of the Profit and Loss account of the Profit for the year ended on that date.

c. In the case of the Cash Flow Statement of the Cash flow for the year ended 31st March, 2010

ANNEXURE REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE RE: MUNOTH COMMUNICATION LIMITED, CHENNAI

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. The Fixed Assets other than Leased Assets have been physically verified by the management during the period. As regards Leased Assets the lessees have certified the existence of the Assets.

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year and no materials discrepancies were noticed on such verification as compared to the available records. In our opinion the frequency of such physical verification is reasonable having regard to the size of the company and the nature of its assets. None of the Fixed Assets have been revalued during the year.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) The Company did not have any inventory other than stock in trade of shares.

(iii) According to the information and explanations given to us, the Company has not granted or taken or taken any secured or unsecured loans during the year from companies, firms or other parties listed in the register maintained under section 301 o the Companies Act, 1961 (1 of 1956) and accordingly, paragraphs 4 (iii), (b), (c), (d), (e), (f) and (g) of the order are not applicable.

(iv) According to the information and explanations given to us, there were to transactions of purchase of inventory during the year. In our opinion and according to the information and explanations given to us, there were adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase fixed assets and for the sale of goods and service. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

(v) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and material and sale of goods, materials and services made in pursuance of contracts or arrangement required to be entered in the register maintained under section 301 of the Companies Act 1956 (1 of 1956), aggregating during the year of Rupees Five Lakhs or more in respect of each party.

(vi) The company has not accepted any deposits from the public.

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

(viii) Maintenance of cost records as prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 (1 of 1956) are not applicable to the company.

(ix) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, excepting a sum of Rs.93,583/- of undisputed tax on lease rentals.

(b) According to the information and explanations given to us, no disputed amounts payable in respect of statutory dues were outstanding as at 31st March 2010 for a period of more than six months from the date they become payable. Further, since the Central Government has not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, we are not in a position to comment on the regularity or otherwise of the Company depositing the same.

(x) The companys accumulated losses amounting to Rs.341.54 lacs as on the date of the Balance Sheet which is less than fifty per cent of its net worth; it has not incurred cash losses during the current financial year; in the immediately preceding financial year the Company incurred cash loss.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or bank as at Balance Sheet date.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares.

(xiii) The provision of any special statute applicable to chit fund/nidhi/mutual fund/societies are not applicable to the company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein.

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

(xvi) According to the explanations and informations given to us terms loans were applied for the purpose for which the loans were obtained by the Company.

(xvii) The Company has not utilized the funds raised on short term basis for long term investment.

(xviii) During the year the company has not made any preferential allotment of shares.

(xix) The Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books and records of the company carried in accordance with the generally accepted auditing practices in India, and according to information and explanation given to us we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor we have been informed of such case by the management.

For KUMBHAT & CO.,

Chartered Accountants

Place : Chennai (AJIT KUMBHAT)

Date:21.05.2010 Partner

M.No. 19582

(Firm Registration No. : 00160S)

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