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Auditor Report of Pritish Nandy Communications Ltd.

Mar 31, 2015

We have audited the accompanying standalone fnancial statements of Pritish Nandy Communications Ltd ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Proft and Loss, Cash Flow Statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE 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 of these standalone fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specifed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal fnancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fnancial 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 standalone fnancial 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 specifed 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 fnancial statements are free from material misstatement.

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone fnancial 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 March 31, 2015 and its loss and its cash fows for the year ended on that date.

EMPHASIS OF MATTER

We draw attention to note 32 on the standalone fnancial statements which describes the facts related to the arbitration proceedings initiated by the company against Prasar Bharati, on account of wrongful encashment of bank guarantee of R 75,050,000.The Company has obtained legal opinion from Justice AM Ahmadi, former Chief Justice of Supreme Court of India, which supports the Company's stand that the amount is fully recoverable and hence no provision is made there against at this stage. Our opinion is not qualifed in respect of this matter.

We further draw attention to note 38 on the standalone fnancial statements which describes the facts related to the legal proceedings initiated by the Company for the recovery of loans and advances aggregating to R 46,753,181. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the same and consequently no provision of any amount there against is made at this stage. Our opinion is not qualifed in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 3 and 4 of the Order, to the extent 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 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 Proft 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 fnancial statements comply with the Accounting Standards specifed 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 March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i. the company has paid managerial remuneration of R 5,754,000 which is in excess of the limits prescribed of R 4,200,000 by Schedule V read with Section 197 of the Act. The excess amount of R 1,554,000 is subject to approval of the shareholders of the company by a special resolution in the forthcoming annual general meeting as referred to in note 36.

ii. the Company has disclosed the impact of pending litigations on its fnancial position in its fnancial statements – Refer note no 32 and 38 to the fnancial statements;

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

iv. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our Report of even date)

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of its fxed assets;

b. As explained to us, fxed assets have been physically verifed by the management during the year and no material discrepancies were noticed on such verifcation.

2. As explained to us by the management, the production/ making of content requires various types, qualities and quantities of content related consumables and inputs in different denominations. Due to the multiplicity and complexity of items, it is not practicable to maintain quantitative record/ continuous stock register, as the process of making content is not amenable to it. All the purchases of content related consumables are treated as consumed. In view of this the Company does not maintain stock register and also does not carry out physical verifcation of stock. However management physically verifes the fnished content in the hand at the end of the year.

3. As informed to us, the Company has not granted any loans, secured or unsecured to companies, frms or other parties covered in the register maintained under Section 189 of the Act, other than;

a. the temporary interest free advances to its wholly owned subsidiary viz. PNC Wellness Ltd for meeting its operational expenses amounting to R 21,843,002 which has been waived by the company during the year, and

b. the temporary interest free advances to its subsidiary viz. PNC Digital Ltd for content production account amounting to R 56,160,687 as at the year end.

As explained to us there are no terms for repayment of these temporary advances.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in such internal control systems.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Therefore, the provisions of clause 3(v) of the Order are not applicable to the Company.

6. We have broadly reviewed the books of account and records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 as prescribed by the Central Government for the maintenance of cost records under Section 148 (1) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

7. a. The Company is regular in depositing undisputed statutory dues payable in respect of including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to it with the appropriate authorities during the year. There were no undisputed statutory dues as mentioned above in arrears as at March 31, 2015 for a period of more than six months from the date they became payable except as follows:

Name of statute Nature of Period to which Amount Forum where dues relate pending

VAT Act, 2005 VAT FY 2003-04 1,520,760 JT Commis sioner of Sales Tax (Appeals)II, Mumbai City Division, Mumbai

VAT Act, 2005 VAT FY 2004-05 355,268 JT Commis sioner of Sales Tax (Appeals)II, Mumbai City Division, Mumbai

b. According to information and explanations given to us, there are no dues of service tax and income tax which have not been deposited on account of any dispute.

c. According to the information and explanations given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8. The Company's accumulated losses as at March 31, 2015 are less than ffty percent of its net worth. It has incurred cash losses in the year under audit and has earned cash profts in the immediately preceding fnancial year.

9. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any fnancial institutions or bank during the year.

10. According to the information and explanation given to us, the Company has not given any guarantee for loan taken by others from bank or fnancial institution, the terms and conditions whereof are prejudicial to the interest of the Company.

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

12. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For K R Khare & Co

Chartered Accountants

Firm Registration Number 105104W



Kishor R Khare

Proprietor

Mumbai, May 25, 2015 Membership Number 032993


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Pritish Nandy Communications Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the 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 Profit and Loss, of the loss of the Company for the year ended on that date; and

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

EMPHASIS OF MATTER

We draw attention to note no 33 of the financial statements which describes the facts related to the arbitration proceedings initiated by the Company against Prasar Bharati, on account of wrongful encashment of bank guarantee of 75,050,000. The arbitration proceedings are ongoing since 2008. The Company has obtained legal opinion from Justice AM Ahmadi, former Chief Justice of Supreme Court of India, which supports the Company''s stand that the amount is fully recoverable and hence no provision is made there against at this stage. Our opinion is not qualified in respect of this matter.

We further draw attention to note no 41 of the financial statements which describes the facts related to the legal proceedings initiated by the Company for the recovery of loans and advances aggregating to 46,753,181. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the same and consequently no provision of any amount thereagainst is made at this stage. Our opinion is not qualified in respect of this matter.

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 purposes of our audit;

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

c. the 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 Act; and

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 Act.

(Referred to in our report of even date). 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 during the year and no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us by the management, fixed assets disposals during the year were not substantial and therefore do not affect the going concern assumption.

2. a. As explained to us by the management, the production/ making of content requires various types, qualities and quantities of content related consumables and inputs in different denominations. Due to the multiplicity and complexity of the items, it is not practicable to maintain the quantitative record/ continuous stock register, as the process of making content is not amenable to it. All the purchases of content related consumables are treated as consumed. In view of this the Company does not maintain stock register and also does not carry out physical verification of stock. However, the Management physically verifies the finished content in hand at the end of the year.

b. In our opinion and according to the information and explanations given to us, the procedure of physical verification of finished content followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

c. In view of the clause (a) above this clause is not applicable for content under production. However, in respect of finished content the Company has maintained proper records. As explained to us, there were no material discrepancies noticed on physical verification of finished content as compared to register of finished content.

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 ("the Act") other than the temporary interest free advances to its wholly owned subsidiary viz PNC Wellness Ltd for meeting its operational expenses amounting to 5,369,753 as at the year end, (maximum amount involved during the year 5,369,753).

b. In our opinion and according to the information and explanations given to us, there are no terms and conditions for repayment of temporary advances.

c. In our opinion and according to the information and explanations given to us and in the absence of any terms and conditions for the repayment of temporary advances, we are unable to comment on the terms of repayment of the temporary advances.

d. In our opinion and according to the information and explanations given to us and in the absence of any terms and conditions for the repayment of temporary advances, we are unable to comment whether any amounts are overdue for recovery.

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 any loans secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Act. Thus sub clauses (f) and (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 content, related consumables and fixed assets and for sale of content. During the course of audit and according to information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the internal control system.

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

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Act or any other relevant provisions of the Act and the Rules made there under.

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

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011, prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records.

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, VAT, 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 undisputed amounts payable in respect of the aforesaid dues which were outstanding as at March 31,2013 for a period of more than six months from the date they became payable except VAT liability amounting to 2,895,034. 10. The Company''s accumulated losses as at March 31, 2013 are less than 50% of the net worth of the Company. The Company has incurred cash losses 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 any financial institutions and/ or banks.

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 provisions of this clause of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in Shares, Mutual funds and other Investments. Therefore the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has given guarantee for loan taken by its wholly owned subsidiary company from bank during the year. In our opinion the terms and conditions thereof are not prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, generally the term loans have been applied for the purpose for which they were raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at March 31,2013, we report that no funds raised on short-term basis have been used for long-term investment and vice versa 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 not issued any debentures during the year.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, no instance of fraud on or by the Company was noticed or reported during the year.

For KR Khare & Co

Chartered Accountants FRN 105104W

Kishor Khare

Proprietor

Mumbai, May 27, 2013 M No 032993


Mar 31, 2012

We have audited the attached Balance Sheet of Pritish Nandy Communications Ltd as at March 31, 2012 and also the Statement of Profit and Loss and 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.

1. 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003, 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 explanations given to us during the course of the audit, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report 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 appears from our examination of those books;

iii. 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;

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the Directors, as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. Further reference is invited to

a. note no 22.1 regarding recognition of group gratuity liability on the basis of gratuity report provided by LIC of India and not on the basis of actuarial valuation report as required by Accounting Standard (AS) 15, the effect of which can not be ascertained.

b. note no 33 regarding reliance being placed on legal opinion obtained by the Company, that the bank guarantee wrongfully encashed of Rs.75,050,000 by Prasar Bharti in the year ended March 31, 2001 in respect of marketing of Olympic Games 2000 is fully recoverable and consequent non provision of any amount there against.

c. note no 41 in respect of loans and advances aggregating to f46,753,181, where Company has initiated recovery proceedings. The Management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this and consequently no provision of any amount is made there against at this stage.

Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and notes on financial statements, 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 March 31, 2012;

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

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

Annexure referred to in paragraph (2) of Auditors' Report to the Members of Pritish Nandy Communications Ltd on the Accounts for the year ended March 31, 2012.

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

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

c. In our opinion and according to the information and explanations given to us by the Management, fixed assets disposals during the year were not substantial and therefore do not affect the going concern assumption.

2. a. As explained to us by the Management, the production/ making of content requires various types, qualities and quantities of content related consumable and inputs in different denominations. Due to the multiplicity and complexity of the items, it is not practicable to maintain the quantitative record/ continuous stock register, as the process of making content is not amenable to it. All the purchases of content related consumable(s) are treated as consumed. In view of this the Company does not maintain stock register and also does not carry out physical verification of stock. However, the Management physically verifies the finished content in hand at the end of the year.

b. In our opinion and according to the information and explanations given to us, the procedure of physical verification of finished content followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

c. In view of the clause (a) above this clause is not applicable for content under production. However, in respect of finished content the Company has maintained proper records. As explained to us, there were no material discrepancies noticed on physical verification of finished content as compared to register of finished content.

3. a. The Company has not granted any loans or advances, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 other than the balance consideration receivable on transfer of wellness business segment to its wholly owned subsidiary company which has been considered as interest bearing unsecured loan as per mutual understanding and the temporary interest free advances to its wholly owned subsidiary company for meeting operational expenses. The said loan has been fully recovered during the year. The details of the said loan and advances are as under

Name of Relationship Maximum Year end the Company amount balance involved

PNC Wellness Ltd Wholly owned subsidiary

Unsecured loan Rs. 17,910,820 Nil

Interest on above unsecured loan Rs. 3,472,612 Nil

Temporary advances Rs. 2,782,339 Rs. 713,510

b. In our opinion and according to the information and explanations given to us and on the basis of rescheduled terms and conditions of the above, the terms and conditions of the said unsecured loan were not prima facie prejudicial to the interest of the Company. There are no terms and conditions for repayment of temporary advances or interest thereon.

c. According to the information and explanations given to us and on the basis of rescheduled terms and conditions of the above said unsecured loan and temporary advances, repayment of the principal amount and payment of interest had not been stipulated. In view of this, no comments are made on terms of repayment of loan, temporary advances and interest thereon.

d. In our opinion and according to information and explanations given to us and in the absences of any terms and conditions for the repayment schedule we are unable to comment whether any amounts are overdue for recovery.

e. As the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, the provisions of clauses (iii) (b), (iii) (c), (iii) (d), (iii) (f) and (iii) (g) of Paragraph 4 of the Companies (Auditor's Report) Order, 2003, are not applicable to the Company.

4. 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 content, related consumables and fixed assets and for the sale of content. During the course of audit and according to information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the internal control system.

5. a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been entered,

b. In our opinion and according to the information and explanations given to us, transactions 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 lakh 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.

6. The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules framed thereunder.

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

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011, prescribed by the Central Government under section 209 (l)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however not made a detailed examination of the cost records.

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, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities as applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2012 for a period of more than six months from the date of becoming payable except VAT liability amounting to Rs. 11,723,042.

b. According to information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax and Cess, which have not been deposited on account of any dispute except the following

Name of statute Nature Period to Amount Forum where of dues which relate Rs. pending

VAT Act, 2005 VAT FY 2003-04 1,520,760 JT Commissioner of sales tax (Appeals) II, Mumbai city division, Mumbai

VAT Act, 2005 VAT FY 2004-05 355,268 JT Commissioner of sales tax (Appeals) II, Mumbai city division, Mumbai

10. The Company does not have accumulated losses as at March 31, 2012. However, the Company has incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and/ or banks.

12. According to the information and explanations 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.

13. In our opinion and according to information and explanations given to us, the Company is not a chit fund/ nidhi/ mutual benefit fund/ societies. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003, are not applicable to the Company.

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

15. According to the information and explanations given to us, the Company has given guarantee for loan taken by its wholly owned subsidiary company from bank during the year. In our opinion the terms and conditions thereof are not prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, generally the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, a temporary overdraft of Rs. 24,000,000 was used for subscribing to equity shares of the wholly owned subsidiary and the same has been repaid fully in a week's time. No long term funds were used for short term investment.

18. 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.

19. The Company has not issued any debentures during the year.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, no instance of fraud on or by the Company was noticed or reported during the year.

For KR Khare & Co

Chartered Accountants

FRN 105104W

Kishor R Khare

Proprietor

Mumbai, May 29, 2012 M No 032993


Mar 31, 2011

We have audited the attached Balance Sheet of Pritish Nandy Communications Ltd as at March 31, 2011, the Profit and Loss Account and 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.

1. 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's 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 explanations given to us during the course of the audit, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report 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 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, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the Directors, as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2011 from being appointed as a Director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

vi. Further reference is invited to

a. note no B(7) of Schedule 19 regarding wrongful encashment of bank guarantees of Rs.75,050,000 by Prasar Bharti in the year ended March 31, 2001 in respect of marketing of Olympic Games 2000 is fully recoverable and consequent non-provision of any amount there against.

b. note no B(21) of Schedule 19 to the accounts in respect of loans and advances aggregating to Rs. 46,753,181, where Company has initiated recovery proceedings. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the same and consequent non-provision of any amount there against at this stage.

Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with accounting policies and notes to the accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

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

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

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

Annexure referred to in paragraph (2) of Auditor's Report to the Members of Pritish Nandy Communications Ltd on the Accounts for the year ended March 31, 2011.

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

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

c. In our opinion and according to the information and explanations given to us by the management, fixed assets disposals during the year were not substantial and therefore do not affect the going concern assumption.

2. a. As explained to us by the management, the production/ making of content requires various types, qualities and quantities of content related consumable and inputs in different denominations. Due to the multiplicity and complexity of the items, it is not practicable to maintain the quantitative record/ continuous stock register, as the process of making content is not amenable to it. All the purchases of content related consumable(s) are treated as consumed. In view of this the Company does not maintain stock register and also does not carry out physical verification of stock. However, the Management physically verifies the finished content in hand at the end of the year.

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

c. In view of the clause (a) above this clause is not applicable for content under production. However, in respect of finished content the Company has maintained proper records. As explained to us, there were no material discrepancies noticed on physical verification of finished content as compared to register of finished content.

3. a. The Company has not granted any loans, secured or unsecured to companies,firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 other than the balance consideration receivable on transfer of wellness business segment to its wholly owned subsidiary company which has been considered as interest bearing unsecured loan as per mutual understanding. The details of which are as under

Name of the Relationship Maximum amount Year end Company involved balance

PNC Wellness Wholly owned Ltd subsidiary

Unsecured loan Rs. 17,910,820 Rs. 17,910,820

Interest on above Rs. 3,472,612 Rs. 3,472,612 unsecured loan

Current account Rs. 2,782,339 Rs. 2,782,339

b. In our opinion and according to the information and explanations given to us and on the basis of rescheduled terms and conditions of the above, said unsecured loan are not prima facie prejudicial to the interest of the Company.

c. According to the information and explanations given to us and on the basis of rescheduled terms and conditions of the above said unsecured loan, repayment of the principal amount and payment of interest have not been stipulated. In view of this, no comments are made on terms of repayment of loan and interest thereon.

d. In our opinion and according to information and explanations given to us and in the absences of any terms and conditions for the repayment schedule we are unable to comment whether any amounts are overdue for recovery.

e. As the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, the provisions of clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of Paragraph 4 of the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

4. 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 content, related consumables and fixed assets and for the sale of content. During the course of audit and according to information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the internal control system.

5. a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been entered.

b. In our opinion and according to the information and explanations given to us, transactions 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 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules framed thereunder.

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

8. As informed to us, the maintenance of the cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 in respect of the activities carried on by 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, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities as applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2011 for a period of more than six months from the date of becoming payable except Va t liability amounting to Rs. 11,723,153.

b. According to information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax and Cess, which have not been deposited on account of any dispute except the following Name of Nature of Period to Amount Forum where statute dues which (Rs.) pending relate

VAT Act, VAT FY 2003-04 1,520,760 JT Commissioner 2005 of sales tax (Appeals) II, Mumbai city division, Mumbai

VAT Act, VAT FY 2004-05 355,268 JT Commissioner 2005 of sales tax (Appeals) II, Mumbai city division, Mumbai

10. The Company does not have accumulated losses as at March 31, 2011. However, the Company has incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, bank or debenture holders.

12. According to the information and explanations 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.

13. In our opinion and according to information and explanations given to us, the Company is not a chit fund/ nidhi/ mutual benefit fund/ societies. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

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

16. In our opinion and according to the information and explanations given to us, generally the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on a short term basis have not been used for long term investment.

18. 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.

19. The Company has not issued any debentures during the year.

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

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

For Jaideepsingh P Deore & Co Chartered Accountants FRN 103859W

Jaideepsingh P Deore Proprietor M No 44055

Mumbai, May 27, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of Pritish Nandy Communications Ltd as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. 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.

1. 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. 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 explanations given to us during the course of the audit, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report 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 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, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the Directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2010 from being appointed as a Director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

vi. Further reference is invited to

a. note no B(7) of Schedule 19 regarding reliance being placed on legal opinion obtained by the Company that the bank guarantee encashed in the year ended March 31, 2001 of Rs 75,050,000 in respect of marketing of Olympic Games 2000 is fully recoverable and consequent non-provision of any amount there against; and

b. note no B(20) of Schedule 19 to the accounts in respect of loans and advances aggregating to Rs 46,753,181, where the Company has initiated recovery proceedings. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the same and consequent non-provision of any amount there against at this stage.

Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with accounting policies and notes to the accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

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

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

ANNEXURE TO AUDITORS REPORT

Annexure referred to in paragraph (2) of Auditors Report to the Members of Pritish Nandy Communications Ltd on the accounts for the year ended March 31, 2010.

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

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

c. In our opinion and according to the information and explanations given to us by the management, fixed assets disposals during the year were not substantial and therefore do not affect the going concern assumption.

2. a. As explained to us by the management, the production/ making of content requires various types, qualities and quantities of content related consumable and inputs in different denominations. Due to the multiplicity and complexity of the items, it is not practical to maintain the quantitative record/ continuous stock register, as the process of making content is not amenable to the same. All the purchases of content related consumable/ consumables are treated as consumed. In view of this the Company does not maintain stock register and also does not carry out physical verification of stock. However, the management physically verifies the finished content in hand at the end of the year.

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

c. In view of clause(a) above, this clause is not applicable for content under production. However, in respect of finished content the Company has maintained proper records. As explained to us, there were no material discrepancies noticed on physical verification of finished content as compared to register of finished content.

3. a. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 other than the balance consideration receivable on transfer of wellness business segment to its wholly owned subsidiary company which has been considered as interest bearing unsecured loan as per mutual understanding. The details of which are as under

Name of the Company Relationship Maximum amount involved Year end balance

PNC Wellness Ltd Wholly owned

subsidiary

Unsecured loan

including interest Rs 20,174,451 Rs 20,174,451

Current account Rs 2,043,516 Rs 2,043,516

b. In our opinion and according to the information and explanations given to us and on the basis of rescheduled terms and conditions of the above, said unsecured loan are not prima facie prejudicial to the interest of the Company.

c. According to the information and explanations given to us and on the basis of rescheduled terms and conditions of the above said unsecured loan, repayment of the principal amount and payment of interest have not been stipulated. In view of this, no comments are made on terms of repayment of loan and interest thereon.

d. In our opinion and according to the information and explanations given to us and on the basis of rescheduled terms and conditions of the above loan granted, there is no overdue amount more than rupees one lakh.

e. As the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, the provisions of clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of Paragraph 4 of the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the Company.

4. 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 content, related consumables and fixed assets and for the sale of content. During the course of audit and according to information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the internal control system.

5. a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956, have been entered.

b. In our opinion and according to the information and explanations given to us, transactions 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 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules framed thereunder.

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

8. As informed to us, the maintenance of the cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 in respect of the activities carried on by 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, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities as applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2010 for a period of more than six months from the date of becoming payable except V AT liability amounting to Rs 11,723,042.

b. According to information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax and Cess, which have not been deposited on account of any dispute except the following

Name of statute Nature of dues Period to which Amount (Rs ) Forum where

relate pending

Income Tax Act, 1961 Income Tax AY 2001- 2002 629,204 Rectification pending before ACIT 11(1)

VAT Act, 2005 VAT FY 2003- 2004 1,520,760 Appeal filed before

FY 2004- 2005 355,268 Dy. Commiss- ioner

10. The Company does not have accumulated losses as at March 31, 2010 and in the immediately preceding financial year. However, the Company has incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. According to the information and explanations 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.

13. In our opinion and according to information and explanations given to us, the Company is not a chit fund/ nidhi/ mutual benefit fund/ societies. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the Company.

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

16. In our opinion and according to the information and explanations given to us, generally the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on a short term basis have not been used for long term investment.

18. 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.

19. The Company has not issued any debentures during the year.

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

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

For Jaideepsingh P Deore & Co

Chartered Accountants

Jaideepsingh P Deore

Proprietor

M No 44055

Mumbai, July 28, 2010





 
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