Auditor Report of Cyber Media (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Cyber Media (India) Limited CIN L92114DL1982PLC014334 ('the Company'), which comprise the Balance Sheet as at 31 March 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of 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 notified under Section 134(5) the Companies Act, 2013 ("The Act") that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Associates and jointly controlled entity in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, 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 specified u/s 143(10) of the Act and issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error of fraud. 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 Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and 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 on the financial statements.

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 31 March 2015;

In the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

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

f) In our opinion and the best of our information and according to the explanations given to us, we have no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the company.

g) On the basis of written representations received from the directors as on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of Section 164 (2) of the Companies Act, 2013;

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

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. 17 - to the financial statements;

ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Funds.

[Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" of our Report of even date to the members of Cyber Media (India) Limited CIN L92114DL1982PLC014334 for the year ended 31st March, 2015

1) Fixed Assets

a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b. All the assets have not been physically verified by the management during the year but 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) Inventory

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

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

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) Loans

The Company has not granted, any loans/deposits to parties covered in the Register maintained under Section 189 of the Companies Act, 2013. The Company has not taken any loan from companies, firms and 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 are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and sale of shares and securities. During the course of our audit, no major weakness has been noticed in the internal controls.

5) The Company has not accepted any deposits from the public in term of section 73 to 76 of the Companies Act, 2013.

6) The Company is not required to maintain any cost records under Sub-Section (1) Section 148 of the Act.

7) Statutory Dues

a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service tax and other statutory dues as are applicable to it.

b) According to the records of the Company, there are dues of service tax amounting to Rs.19,39,398/- which were outstanding, as at 31st March, 2015 for the period from July 2014 to September 2014.

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

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

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

10) The Company has given guarantee for loans taken by its holding company from State Bank of Mysore.

11) The Company has not taken any term loans.

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

As per our report of even date attached. For Goel Mintri & Associates Chartered Accountants (Firm Reg. No. 13211N)

Sd/-

Place : New Delhi, CA Sanjay Kumar Goel Dated : May 27, 2015 Partner Membership No.092305

---

Mar 31, 2014

We have audited the accompanying financial statements of M/s. Cyber Media (India) Limited (''the company''), which comprises the balance sheet as at 31st March 2014, the statement of profit and loss and cash flow statement of the Company 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 of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (“the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of general circular 15/2013 dated September 13, 2013 of the Ministry Corporate Affairs). 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014,

(ii) in the case of the statement of profit and loss, of the Profit for the year ended on that date.

(iii) in the case of the cash Flow Statement, of the cash flow for the year ended on that date.

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 Actwe give in the Annexure a statement of the matter specified in paragraph 4 & 5 of the order.

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

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

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

c. The balance sheet, statement of profit and loss and cash flow dealt with by this Report are in agreement with the books of account; and

d. In our opinion, the balance sheet, statement of profit and loss and cash flow comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

e. On the basis of written representation received from the directors as on 31st March 2014 andtaken on record by the board of directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. since the central government has not issued any notification as on rate on which the cess is to be paid under section 441 A of the Companies Act,1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company

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

Referred to in paragraph 2 of our report of even date,

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

(b) Major fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the earlier year were not substantial, and therefore, do not affect the going concern assumption.

2. (a) The Inventory has been physically verified during the year

by management. In our opinion, The frequency of verification is reasonable.

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

(c) The company has maintained proper records of inventories and no material discrepancies were noticed on physical verification.

3. (a) The company has taken loans from party, as listed in the register maintained u/s 301 of the Companies Act, 1956 of Rs. 3,67,65,753/-The Company has not granted loans to companies/firms/or other parties covered in the register maintained under section 301 ofthe Act.

(b) The rate of interest and other terms and conditions of unsecured loans taken by the company are not prima facie prejudicial to the interest of the company.

(c) Payment of the principal amount is regular as per the terms of the loans taken.

(d) There is no overdue amount in aforesaid loans taken.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

5. In respect of the contracts or arrangements entered in the register maintained u/s 301 of the Companies Act, 1956

1. In our opinion and according the information and explanation given to us, the transition made in pursuance of contacts or arrangement that need to be entered in the register maintained under section 301 of the Company Act, 1956 have been so entered.

2. With respect to the transaction made in pursuance of contracts or arrangement entered in the Register maintained under section 301 of the Company Act,1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year we are unable to comment on reasonableness of price charged by the company as the nature of transition pertaining to allocation of employees cost and other overhead incurred by the company.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits.

7. The Company does not have any Internal Audit Department. Internal Audit done by Internal Auditor M/s Vinod Krishna & Associates, 211, Anarkali Complex, Link Road, Karol Bagh, New Delhi.

8. We have broadly review the cost record maintained by the company pursuant to the companies(cost Accounting Record) Rules 2011 Prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost record have been maintained. We have, however, not made a detailed examination of the cost record with the view to determine whether there are accurate or complete.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has been regular in depositing undisputed statutory dues except professional tax amounting to Rs. 105560/- applicable to it and there are no statutory dues which were outstanding, as at 31st march 2014 for period of more than six month from the date become payable. However the liability for TDS, PF, ESIC were payable for last two month and service tax return for last Half year were not filled.

(b) According to the information and explanations given to us, and the record of the company examined by us there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty, cess or any other statutory dues as at March 31 2014 which have not been deposited on account of dispute except as per detail as under:

S. Statute Nature of Dues Amount No.

1 Income Tax Tax on Regular Assessment 4,447,193 Act,1961 U/S 143(1) of Income Tax Act,1961

2 Income Tax Tax on Regular Assessment 143(3) NIL Act,1961 of Income Tax Act,1961

3 Income Tax Tax on Regular Assessment U/S 481,927 Act,1961 143(3)/147/254 of Income Tax Act,1961

4 Income Tax Tax on Regular Assessment NIL Act,1961 143(3) of Income Tax Act, 1961

Statute Period of which Forum which amount relates is pending

Income Tax Act,1961 Financial Year Income Tax Appellate ended 31.03.2006 Tribunal New Delhi

Income Tax Act,1961 Financial Year Income Tax Appellate ended 31.03.2009 Tribunal New Delhi

Income Tax Act,1961 Financial Year Income Tax Appellate ended 31.03.2004 Tribunal New Delhi

Income Tax Act,1961 Financial Year ended Commissioner of Income 31.03.2010 Tax(Appeals (VI New Delhi)

S. Statute Nature of Dues Amount No.

5. Tamilnadu Penalty under Section 12(3) (b) 46,64,471 General of the TNGST Act Sales Tax Act, 1959 (TNGST Act)

6 Tamilnadu Sales tax Demand Under TNGST Act 31,56,088* General Sales Tax Act, 1959 (TNGST Act)

7 Central Sales Penalty under section 9(2) read with 64,74,089 Tax Act, 1959 Section 12(3) (b) of the TNGST Act (CST Act)

8 Central Sales Sales Tax Demand Under CST Act 43,23,055* Tax Act, 1959 (CST Act)



Statute Period of which Forum which amount relates is pending Tamilnadu General Sales 2001-02 (Transfer Tax Act, 1959 under the Scheme (TNGST Act) of Amalgamation) Tamilnadu Sales Tax Appellant Tribunal has vide its order dated 15th March, 2010 has Tamilnadu General 2001-02 (Transfer set aside the matter Sales Tax Act, 1959 under the Scheme to the file (TNGST Act) of Amalgamation) of Assessing Officer to decide the matter a fresh. The company has deposited Rs. 56,09,359/- against the Central Sales Tax Act, 2001-02(Transfer alleged demand. 1959 (CST Act) under the Scheme of (TNGST Act) Amalgamation)

Central Sales Tax Act, 2001-02 (Transfer under 1959 (CST Act) the Scheme of Amalgamation)



10. The company has accumulated loss of NIL at the end of the financial year of and the company has incurred no cash loss during the year covered by audit and there were cash loss of Rs 1,87,21,855/- in immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanations given to us, We are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. 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. The company is not a Chit Fund, Nidhi Mutual benefit Fund or a society. Accordingly, clause 4 (xiii) of the order is not applicable.

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 the order is not applicable.

15. As informed to us, The Company has given guarantee for loans taken by its subsidiary.

16. The company has applied its term loan for the purpose for which the term loan is obtained.

17. To the best of our knowledge and belief and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long term investment and vice versa.

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

19. The company has not issued any debentures and so no securities have been created.

20. The company has not raised any money by Public Issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, We have neither come across any instance of fraud on or by company, noticed or reported during the year, nor have been informed of such case by the management.

For Goel Mintri & Associates Chartered Accountants (Firm Reg. No. 13211N)

Place : New Delhi, Sanjay Kumar Goel Dated : May 29, 2014 Partner Membership No.092305

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Cyber Media (India) Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss and the Cash Flow Statement for the year 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.

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 required that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors considers interna/ control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedure 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 Profit and Loss Account, of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

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

The annexure referred to in the auditors'' report to the members of Cyber Media India Limited (the Company) for the year ended March 31,2013. We report that:

(i) a) The company due to merger is in the process of updating fixed assets records to show full particulars including quantitative details and situation of fixed assets and reconciling the same with the general ledger. However the company has updated the fixed assets register pertaining to Fixed Assets of erstwhile Cyber Media (India) Limited as stood in its books prior to merger.

b) Physical verification of Fixed Assets of Cyber Media (India) Limited (as stood prior to merger) was carried out during the year by an outside agency and on reconciliation discrepancies found in amount of depreciation charged in earlier years and shortage in physical assets were found not material and were accounted for in book of company. However the amount of fixed assets of companies merged with Cyber Media (India) Limited were taken as appearing in their books of accounts.

c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

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

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has not granted unsecured loans to Companies covered in the register maintained under Section 301 of the Companies Act, 1956,

Thus, clause (iii) (a), (iii) (b), (iii) (c) of paragraph 4 of the Order are not applicable to the Company.

The Company has taken loan from Companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 as per details given below.

Relationship Subsidiary

Name Cyber Astro Limited

Closing Balance at the end

of the year (Rs.) NIL

Maximum amount due at

any time during the year (Rs) 51,59,918.00 Cr.

In our opinion the rate of interest and other terms and conditions on which loans have been granted to Companies listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and sale of publications and other allied 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 weakness in the aforesaid internal control procedures.

(v) In respect of the contracts or arrangement referred to in Section 301 of the Companies Act ,1956 :

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

2. With respect to the transactions made in pursuance of contacts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.500,000 in respect of each party during the year we are unable to comment on reasonableness of price charged by the as the nature of transaction pertains to allocation of employees cost and other overheads incurred by the company.

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

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

(viii) 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(1 )(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 with a view to determine whether they are accurate or complete.

(ix) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income- tax, and other statutory dues except Professional Tax amounting of Rs. 62,610/- applicable to it and there are no statutory dues which were outstanding, as at 31st March, 2013 for a period of more than six months from the date they become payable. (x) The Company does not have any accumulated losses at the end of the financial year and the company has not incurred cash losses during the financial year covered by audit and in immediately preceding financial year.

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

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

(xiii) The Company is neither a chit fund Company nor a nidhi Company or a mutual benefit Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

(xvi) The term loans have been applied for the purpose for which they were raised.

(xvii) Based on information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short-term basis, which have been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to Companies/firms/parties covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any monies by way of public issue during the year.

(xxi) During the course of 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 explanation given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Arun Dua & Co.

Chartered Accountants

(Firm Registration No. 005435N)

Arun Kumar

Proprietor Membership Number: 082623

Place : New Delhi,

Dated: May 29, 2013

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of Cyber Media (India) Limited as at 31st March, 2010 and also 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.

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

3) 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, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

d) 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;

e) On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified 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 the absence of notification in the official gazette of the Central Government, the company has not made any provision for cess payable under section 441A of the Companies Act, 1956 .As per the explanation given to us, the required provision for cess payable shall be made in accordance with the notification, as and when issued by the Central Government in its official gazette.

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

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 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 THE AUDITORS REPORT

The annexure referred to in the auditors report to the members of Cyber Media India Limited (the Company) for the year ended March 31, 2010. We report that:

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

b) The fixed assets are physically verified by the management according to a phased programme designed to cover the assets over a period of three years, 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.

c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

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

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has granted unsecured loans of Rs. 5,423,621/- (including interest) to Companies covered in the register maintained under Section 301 of the Companies Act, 1956, as detailed below:

Relationship Associate

Name Cyber Astro Limited

Closing Balance at the end

of the year (Rs.) 5,423,621

Maximum amount due at

any time during the year (Rs) 5,423,621

In our opinion the rate of interest and other terms and conditions on which loans have been granted to Companies listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

In respect of loans granted, the receipt of principal amounts and interests are as stipulated and, thus, clause (iii) (d) of paragraph 4 of the Order is not applicable to the Company.

The Company has not taken any loan from Companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act,

1956. Thus, clause (iii) (e), (iii) (f), (iii) (g) of paragraph 4 of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and sale of publications and other allied 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 weakness in the aforesaid internal control procedures.

(v) In respect of the contracts or arrangement refered to in Section 301 of the Companies Act ,1956 :

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

2. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contacts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.500,000 in respect of each party during the year have been made at a price which appear reasonable as per the information available with the company

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

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

(viii) The Central Government has not prescribed the maintenance of any cost records under Section 209(1)(d) of the Companies Act, 1956 for any of the services rendered by the Company.

(ix) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, and other statutory dues applicable to it and there are no statutory dues which were outstanding, as at 31st March, 2010 for a period of more than six months from the date they become payable.

According to the information and explanation given to us and the records of the Company examined by us there are no dues of sales tax, income-tax, custom duty, wealth tax, service tax, excise duty, cess or any other statutory dues as at March 31, 2010 which have not been deposited on account of dispute except as under : -



S.No. Nature of Dues Amount Period of Which Forum where dispute (Rs.) amount relates is pending

1. Tax on Regular Assessment 4,447,193 Financial Year Commissioner of Income Tax U/S 143(1) of Income Tax Act,1961 ended 31.03.2006 (Appeals) IV , New Delhi

2. Tax on Regular Assessment 530,095 Financial Year Commissioner of Income Tax U/S 143(3) of Income Tax Act,1961 ended 31.03.2007 (Appeals)VI New Delhi

(x) The accumulated losses of the Company at the end of the financial year are not more than 50% of its networth. The Company has incurred cash losses of Rs. 31,155,581 in the financial year but not in the immediately preceding Financial Year.

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

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

(xiii) The Company is neither a chit fund Company nor a nidhi Company or a mutual benefit Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

(xvi) The term loans have been applied for the purpose for which they were raised.

(xvii) Based on information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds

raised on short-term basis, which have been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to Companies/firms/parties covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any monies by way of public issue during the year.

(xxi) During the course of 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 explanation given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.



For Arun Dua & Co.

Chartered Accountants

(Regn.No.F.R.N.005435N)

Arun Kumar

Proprietor

Membership Number: 082623

New Delhi,

Dated: August 12,2010