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Auditor Report of Radaan Mediaworks (I) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of RADAAN MEDIAWORKS INDIA LIMITED ("the Company"), which comprise the Balance sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statement

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

Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatements 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 of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation offinancial 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014; and

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 disqualified as on March 31, 2015, from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to other matters 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 provided to us :

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements-ReferNote2.38tothefinancialstatements;

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

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

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March 2015, we report that:

1. In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. All the assets have been physically verified by the management during the year and according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

2. In respect of its inventories:

a. The inventories have been physically verified during the year by the management. In our opinion the frequency ofverification is reasonable.

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

c. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In our opinion, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets, inventory and for the sale of goods and services. 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 weaknesses in the internal control system.

5. The Company has not accepted deposits from the public, and hence the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 of the Companies Act, 2013 and the rules framed there under are not applicable.

6. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

7. In respect of statutory dues:

a. According to the information and explanations given to us, and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues, including Provident Fund, Employees State Insurance Scheme, Income Tax, Service Tax and other material statutory dues as applicable, have during the year been regularly deposited by the Company with the appropriate authorities. There are no undisputed amounts in excess of 6 months that remain unpaid.

b. Unpaid disputed taxes are as follows:-

Period to Nature Amount which the Forum Where dispute of Dues Rs relates is pending (Fin. year)

Service Oct 2004 - CFSTAT Chennai Tax 19,30.27.340 Sep2007

4,68,55,299 Oct 2007 -do- Sep 2010

360,84,169 Oct 2010 -do Sep2012

Rs.2,28,60,665 before Appellate Deputy Commissioner (CT) Sales 48,40,18,098 April 2001 t0 Rs.46,11,57,433 - tax March 2006 lnterim say granted earlier by Hon' ble High Court of Madras is made absolute vide order dated 19.11.2014.

c. According to the information and explanations given to us, there are no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. The company does not have accumulated losses as at 31st March, 2015; it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by management, we are of opinion that the company has not defaulted in repayment of dues to Financial Institutions or bank or debenture holders.

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

11. According to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

12. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For CNGSN & ASSOCIATES LLP Chartered Accountants F.R.NO.004915S -sd- Place : Chennai C N GANGADARAN Dated : 26th May, 2015 Partner Memb.No.11205


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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 subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section133 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 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 misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 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 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 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 2014;

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

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act,1956 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 Companies Act, 1956 we report that:

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of Ministry of Corporate Affairs in respect of Section133 of the Companies Act, 2013; and

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 of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditor''s Report

Annexure referred to in paragraph 1 of the report of even date of the Auditors to the members of RADAAN MEDIA WORKS INDIA LIMITED on the accounts for the year ended 31st March 2014.

1. In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. The company has done a physical verification of its fixed assets during the year. Material discrepancies between the book balance and physical verification have been properly dealt with in the books of accounts.

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

2. In respect of its inventories:

a. The inventories have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

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

c. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. The company has neither taken nor given loans, during the year secured or unsecured from/to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion, and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and income from operations.

5. In respect of contracts or arrangements referred to in section 301 of Companies Act, 1956

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

b. in our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of each party during the year have been made at prices which appear reasonable having regard to the prevailing market prices at the relevant time, as per information available with the Company.

6. The company has not accepted any Fixed Deposits from the public during the year and therefore, the question of compliance with the directives issued by the Reserve Bank of India and the provision of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under does not arise.

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

8. Maintenance of cost records under 209(1)(d) of the Companies Act,1956 is not applicable to the company.

9. In respect of statutory dues:

a. According to the records of the company, undisputed statutory dues including provident fund, employees state insurance fund, income-tax, wealth tax, service tax, sales tax, customs duty, excise duty and other statutory dues have been deposited regularly during the year with the appropriate authorities. There are no undisputed taxes outstanding beyond 6 months.

b. Unpaid disputed taxes are as follows.

Nature of Dues Amount Period to which Forum where Rs. the amount relates dispute is (Fin. year) pending

Service tax 19,30,27,340 Oct 2004 - Sep 2007 CESTAT, Chennai

4,68,55,299 Oct 2007 - Sep 2010 -do-

3,60,84,169 Oct 2010 - Sep 2012 -do-

Sales tax 48,40,18,098 April 2001 to March Rs.2,28,60,665 2006 before Appellate Deputy Commissioner (CT)Rs.46,11,57,433 - in- terim stay granted by Hon''ble High Court of Madras.

10. The accumulated losses of the company are not more than 50% of net worth. The company has not incurred cash losses in the current year and immediately preceding financial year.

11. On the basis of examination of books of accounts carried out by us and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks during the year.

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

13. In our opinion and to the best of our information and according to the explanations provided by the management, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore the provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 (as amended) do not apply to the Company.

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

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

16. According to the information and explanations given to us, no term loans have been obtained during the year.

17. According to the information and explanation given to us by the management, the funds raised on short-term basis have not been used for long-term investment.

18. During the year, the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act 1956. Accordingly, clause 4(xviii) of Companies (Auditor''s Report) Order 2003 is not applicable.

19. The company has not issued any debentures during the year and therefore the question of creation of securities does not arise.

20. The Company has not raised any money by way of public issue during the period. Hence, in our opinion Clause 4(xx) of the Companies (Auditor''s Report) Order 2003 (as amended) is not applicable to the Company

21. According to the information and explanations given to us, no fraud on / by the Company was noticed / reported during the year that causes the financial statements to be materially misstated.

For CNGSN & ASSOCIATES Chartered Accountants F.R.No.004915S

-sd- C NGANGADARAN Place : Chennai Partner Date : 30th May 2014 Memb.No.11205


Mar 31, 2012

We have audited the attached balance sheet of RADAAN MEDIAWORKS INDIA LIMITED as at 31st March 2012 and also the profit and loss 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 conducted our audit in accordance with auditing standards generally accepted in India. These 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 included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also included 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.

As required by the Companies (Auditor's Report) Order,2003 issued by the Department of Company Affairs, in terms of sub-section 4(A) of section 227 of the Companies Act,1956 we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable to the company.

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

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

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

c) The Balance Sheet and Profit and Loss Statement dealt with by this report are in agreement with the books of account;

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

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

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts together with the notes thereon, 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 Balance Sheet, of the state of affairs of the company as at 31st March 2012, and ii. In the case of profit and loss Statement, of the Profit for the year ended on that date. iii. In the case of cash flow statement, of cash flows for the year ended on that date;

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in paragraph 3 of the report of even date of the Auditors to the members of RADAAN MEDIAWORKS INDIA LIMITED on the accounts for the year ended 31st March 2012.

1. (a) The company is maintaining proper records, showing full particulars including quantitative details and situation of fixed assets.

(b) The company has done a physical verification of its fixed assets during the year. Material discrepancies between the book balance and physical verification have been properly dealt with in the books of accounts.

(c) No substantial part of the fixed assets has been disposed off during the year and the going concern status of the company is not affected.

2. (a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3. The company has neither taken nor given loans, during the year secured or unsecured from/to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion, and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and income from operations.

5. In respect of transactions covered under section 301 of the Companies Act,1956.

a) In our opinion, and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register to be maintained under that Section.

b) In our opinion, and according to the information and explanation given to us, the transaction made in pursuance of such contracts or arrangement 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 Fixed Deposits from the public during the year and therefore, the question of compliance with the directives issued by the Reserve Bank of India and the provision of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under does not arise.

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

8. Maintenance of cost records under 209(1) (d) of the Companies Act,1956 is not applicable to the company.

9. (a) According to the records of the company, undisputed statutory dues including provident fund, employees

state insurance fund, income-tax, wealth tax, service tax, sales tax, customs duty, excise duty and other statutory dues have been deposited regularly during the year with the appropriate authorities. There are no undisputed taxes outstanding beyond 6 months.

(b) Unpaid disputed taxes are as follows:

Nature of Dues Amount Period to which the Forum where Rs. amount relates dispute is (Financial years) pending

Service tax 19,30,27,340 Oct 2004 - Sep 2007 CESTAT, Chennai

4,68,55,299 Oct 2007 - Sep 2010 -do-

Sales tax 48,40,18,098 April 2001 - March Rs. 2,28,60,665 2006 before Appellate Deputy Commissioner (CT) Rs. 46,11,57,433 - interim stay granted by Hon'ble High Court of Madras.

10. The accumulated losses of the company are not more than 50% of net worth. The company has not incurred cash losses in the current year and immediately preceding financial year.

11. On the basis of examination of books of accounts carried out by us and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks during the year.

12. No loans or advances have been granted by the company against pledge of securities.

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

14. Clause 4(xiv) of Companies (Auditor's Report) Order 2003 is not applicable to the company as it is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanation given to us, the company has not given any corporate guarantee during the year.

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

17. According to the information and explanation given to us by the management, the funds raised on short-term basis have not been used for long-term investment.

18. During the year the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of Companies (Auditor's Report) Order 2003 is not applicable.

19. The company has not issued any debentures during the year and therefore the question of creation of securities does not arise.

20. During the year, the company has not raised any money by way of public issue and the question of disclosing the end use of money by the management does not arise.

21. According to the information and explanations given to us, no fraud on/by the Company was noticed/reported during the year that causes the financial statements to be materially misstated.



FOR CNGSN & ASSOCIATES chartered accountants F. R. No. 004915S

-sd- c. N. Gangadaran Partner Memb. No. 11205

Place : Chennai Date : 29th May, 2012


Mar 31, 2011

We have audited the attached balance sheet of RADAAN MEDIAWORKS INDIA LIMITED as at 31st March 2011 and also the profit and loss account 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 conducted our audit in accordance with auditing standards generally accepted in India. These 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 included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also included 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.

As required by the Companies (Auditors' Report) Order, 2003 issued by the Department of Company Affairs, in terms of sub-section 4(A) of section 227 of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable to the company.

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

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

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

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and loss Account dealt with by this report comply with the accounting standard referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts together with the notes thereon, 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 Balance Sheet, of the state of affairs of the company as at 31st March 2011,

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

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

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of the report of even date of the Auditors to the members of RADAAN MEDIAWORKS INDIA LIMITED on the accounts for the year ended 31st March 2011.

1. (a) The company is maintaining proper records, showing full particulars including quantitative details and situation of fixed assets.

(b) The company has done a physical verification of its fixed assets during the year. Material discrepancies between the book balance and physical verification have been properly dealt with in the books of accounts.

(c) No substantial part of the fixed assets has been disposed off during the year and the going concern status of the company is not affected.

2. (a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3. The company has neither taken nor given loans, during the year secured or unsecured from/to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act 1956.

4. In our opinion, and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and for the sale of teleserial / game shows and feature film.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

(a) In our opinion, and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register to be maintained under that Section.

(b) In our opinion, and according to the information and explanation given to us, the transaction made in pursuance of such contracts or arrangement 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 Fixed Deposits from the public during the year and therefore, the question of compliance with the directives issued by the Reserve Bank of India and the provision of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under does not arise.

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

8. Maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 is not applicable to the company.

9. (a) According to the records of the company, undisputed statutory dues including provident fund, employees state insurance fund, income-tax, wealth tax ,Service tax, sales tax, customs duty, excise duty and other statutory dues have been deposited regularly during the year with the appropriate authorities. There are no undisputed taxes outstanding beyond 6 months.

(b) Unpaid disputed taxes is as follows.

Nature of Dues Amount Period to which the amount relates Forum where dispute is pending Rs. (Financial years)

Service tax 19.30 crores 2004-2007 CESTAT, Chennai

10. The accumulated losses of the company are not more than 50% of net worth. The company has not incurred cash losses in the current year but has incurred cash loss in the immediately preceding financial year.

11. On the basis of examination of books of accounts carried out by us and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks during the year.

12. No loans or advances have been granted by the company against pledge of securities.

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

14. Clause 4(xiv) of Companies (Auditors' Report) Order, 2003 is not applicable to the company as it is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanation given to us, the company has not given any corporate guarantee during the year.

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

17. According to the information and explanation given to us by the management, the funds raised on short-term basis have not been used for long-term investment.

18. During the year the company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Companies Act 1956. Accordingly, clause 4(xviii) of Companies (Auditors' Report) Order, 2003 is not applicable.

19. The company has not issued any debentures during the year and therefore the question of creation of securities does not arise.

20. During the year, the company has not raised any money by way of public issue and the question of disclosing the end use of money by the management does not arise.

21. According to the information and explanations given to us, no fraud on / by the Company was noticed /reported during the year that causes the financial statements to be materially misstated.

FOR CNGSN &ASSOCIATES

Chartered Accountants F.R.NO.004915S

-sd-

Place: Chennai C.N.Gangadaran

Date: 30.05.2011 Partner

Memb.No.11205


Mar 31, 2010

We have audited the attached Balance Sheet of RADAAN MEDIAWORKS INDIA LIMITED as at 31st March 2010 and also the Proft and Loss Account of the company for the year ended on that date. These fnancial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statement. An audit also included assessing the accounting principles used and signifcant estimates made by management as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Department of Company Affairs, in terms of sub-section 4 (A) of section 227 of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specifed in paragraph 4 and 5 of the said order to the extent applicable to the company.

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

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

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

c) The Balance Sheet and Proft and Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Proft and loss Account dealt with by this report comply with the accounting standard referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act,1956;

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts together with the notes thereon, 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 Balance Sheet, of the state of affairs of the company as at 31st March 2010;

ii. In the case of Proft and Loss Account, of the LOSS for the year ended on that date; and

iii. In the case of cash fow statement, of cash fows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the report of even date of the Auditors to the members of RADAAN MEDIAWORKS INDIA LIMITED on the accounts for the year ended 31st March 2010.

1. (a) The company is maintaining proper records, showing full particulars including quantitative details and situation of fxed assets.

(b) The company has done a physical verifcation of its fxed assets during the year. Material discrepancies between the book balance and physical verifcation have been properly dealt within the books of accounts.

(c) No substantial part of the fxed assets has been disposed off during the year and the going concern status of the company is not affected.

2 (a) Inventories have been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion, the procedure of physical verifcation of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventories. The discrepancies noticed on verifcation between the physical stock and the book records were not material.

3. The company has neither taken nor given loans, during the year secured or unsecured from/to companies, frms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business with regards to purchase of fxed assets and for the sale of teleserial / game shows and feature flm.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register to be maintained under that Section.

b) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of such contracts or arrangement 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 Fixed Deposits from the public during the year and therefore, the question of compliance with the directives issued by the Reserve Bank of India and the provision of section 58A and 58AA or any other relevant provisions of the Act and the rules framed thereunder does not arise.

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

8. Maintenance of cost records under 209(1) (d) of the Companies Act,1956 is not applicable to the company.

9. (a) According to the records of the company, undisputed statutory dues including provident fund, employees state insurance fund, income-tax, wealth tax, service tax, sales tax, customs duty, excise duty and other statutory dues have been deposited regularly during the year with the appropriate authorities. There are no undisputed taxes outstanding beyond 6 months.



(b) Unpaid disputed taxes is as follows.

Nature of Dues Amount Period to which the amount relates Forum where dispute is Rs. (Financial Year) pending

Service tax 19.30 crores 2004-2007 CESTAT, Chennai



10. The company has no accumulated losses and has incurred cash losses during the fnancial year covered by our audit but not in the immediately preceding fnancial year.

11. On the basis of examination of books of accounts carried out by us and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks during the year.

12. No loans or advances have been granted by the company against pledge of securities.

13. In our opinion the company is not a chit fund or a nidhi, mutual beneft fund/society. Therefore clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 is not applicable to the company.

14. Clause 4 (xiv) of Companies (Auditor’s Report) Order, 2003 is not applicable to the company as it is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanation given to us, the company has not given any corporate guarantee during the year.

16. During the year, the company has not raised term loans.

17. According to the information and explanation given to us by the management, the funds raised on short-term basis have not been used for long-term investment.

18. During the year the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4 (xviii) of Companies (Auditor’s Report) Order, 2003 is not applicable.

19. The company has not issued any debentures during the year and therefore the question of creation of securities does not arise.

20. During the year, the company has not raised any money by way of public issue and the question of disclosing the end use of money by the management does not arise.

21. According to the information and explanations given to us, no fraud on / by the Company was noticed /reported during the year that causes the fnancial statements to be materially misstated.

For CNGSN & ASSOCIATES

Chartered Accountants

-sd-

Place: Chennai C.NGangadaran

Date : 26.05.2010 Partner

Memb.No.11205

F.RNo.0049155

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