Auditor Report of Eduexel Infotainment Ltd.

Mar 31, 2014

1 We have audited the attached Balance Sheet of the company as at March 31 2014 and the related Statement of Profit and Loss Account for the year ended on that date, Cash Flow statement as on that date and a summary of significant accounting policies and other explanatory information which we have signed under reference to this report. 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.

Management''s Responsibilities for the Financial Statements

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

Auditors Responsibility

3 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor''s consider 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, 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.

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

Opinion

6 In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required subject to the following observation:

i. The company has violated S.58A of the Companies Act 1956 by accepting deposits from the public.

ii The company has not paid the Income Tax, Tax deducted at source etc till date.

iii. Loans & Advances taken/given by the company has not shown any movement during the year and no confirmation has been received by the company.

iv Balances shown in Sundry Debtors and Sundry Creditors too have not shown any movements during the year and we doubt the actual recovery/ payment of the same.

V . Investment made by the company in the film Anwar appears to be a sunk investment although the company is hopeful of selling the rights of the film.

Subject to the above, the accounts give a true and fair view in conformity with the accounting principles generally accepted

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

(b) in the case of Statement of Profit and Loss, of the Loss for the year ended on that date. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

7 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 of India and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us during the course of our audit, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c The Balance Sheet and the Statement of 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 the Statement of Profit and Loss Account, dealt with by this report comply with the accounting standards referred to in sub section (3c) of section 211 of the Act.

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 sub section (1) of Section 274 of the Act.

ANNEXURE TO THE AUDITORS REPORT

1. (i) The company is maintaining proper record showing full particulars including quantitative details and situation of its Fixed Assets.

(ii) Physical verification of fixed assets has not been done by the management during the year. We are doubtful about the presence of the Fixed Assets.

In our opinion and according to the information and explanations given to us, a substantial part of fixed assets have not been disposed off by the Company during the year.

2 According to the information and explanations given to us, the company has granted loans to a company covered in the register maintained under Section 301 of the Act. The rate of interest and other terms and conditions of such loan is prima facie prejudicial to the interest of the company.

3. According to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

4. 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 in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices except in the case of items stated to be of specialized nature for which as informed there are no alternate of supply to enable a comparison of the prices paid/ charged.

5. The company has taken loans secured or unsecured from companies firms or other parties covered in the register maintained under Section 301 of the said Act on terms and conditions which are not prejudicial to the interest of the company..

6. The company has accepted deposits from the public within the meaning of Sections 58 A and 58 AA of the Act which are not in conformity with the rules framed there under.

7 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 regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services. Further on the basis of our examination and according to the information and explanations given to us we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control system.

8. In our opinion there is reasonable internal audit system within the company.

9. The company is not regular in paying statutory dues including income tax, service tax etc. It has defaulted in making payment of Income Tax for the Financial Year Ending 31st March 2011 aggregating Rs. 3,657,902 plus Interest and making payment of TDS in time for the year ending 31st March 2014 aggregating Rs. 159,503 plus Interest.

10. The company has not made cash losses during the year. (Previous Year Nil).

11. The company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

12. According to the information and explanation given to us the company has not borrowed or defaulted in repayment of dues to Financial Institution or Banks.

13. According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company funds raised on short term have not been used for long term investments.

14. The provisions of any special statutes applicable to chit fund nidhi mutual benefit fund societies are not applicable to the company.

15. The company is not a dealer or trader in shares securities debentures and other investments.

16. In our opinion and according to the company has not given any guarantees for loans taken by other from banks or financial institutions during the year.

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

18. The company has not issued any debentures during the year and accordingly the question of security or charge does not arise.

19. The company has not raised any money by way of public issue during the year.

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

The other clauses of the Companies (Auditors Report) Order 2003 as amended by the Companies (Auditos'' Report Amendment Order) 2004 are not applicable in the case of the company for the current year since in our opinion there is no matter which arises to be reported in the aforesaid order.

Place : Camp Office Chennai For R.Pugalia & Company Dated : 29th May, 2014 Rajeev Kumar Pugalia M.No:053972 Proprietor Firm No:318188E

---

Mar 31, 2012

We have audited the attached Balance Sheet of the company as at March 31 2012, the Statement of Profit and Loss Account for the year and the Cash Flow Statement as on March 31 2012 annexed thereto which we have signed under reference to this report. 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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 of India and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us during the course of our audit, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in paragraphs 3 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 & Statement of Profit and Loss Account 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 Account, dealt with by this report comply with the accounting standards referred to in sub section (3c) of section 211 of the Act.

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

f In our opinion and to the best of our information and according to the explanations given to us the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India except in case of Non Payment of Income Tax in Time as mentioned in Point No. 9 of this Report.

I In the case of Balance Sheet of the state of affairs of the Company as at March 31st 2012.

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

ANNEXURE TO THE AUDITORS REPORT

1. (i) The company is maintaining proper record showing full particulars including quantitative details and situation of its Fixed Assets.

(ii) Physical verification of fixed assets has been done by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such verification were not material and have been properly dealt in the accounts.

(iii) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets have not been disposed off by the Company during the year.

2 According to the information and explanations given to us, the company has granted loans to a company covered in the register maintained under Section 301 of the Act. The rate of interest and other terms and conditions of such loan is prima facie not prejudicial to the interest of the company.

3. According to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

4. 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 in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices except in the case of items stated to be of specialized nature for which as informed there are no alternate of supply to enable a comparison of the prices paid/ charged.

5. The company has taken loans secured or unsecured from companies firms or other parties covered in the register maintained under Section 301 of the said Act on terms and conditions which are not prejudicial to the interest of the company..

6. The company has not accepted any deposits from the public within the meaning of Sections 58 A and 58 AA of the Act and the rules framed there under.

7 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 regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services. Further on the basis of our examination and according to the information and explanations given to us we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control system.

8. In our opinion there is reasonable internal audit system within the company.

9. The company is not regular in paying statutory dues including income tax, service tax etc. It has defaulted in making payment of Income Tax for the Financial Year Ending 31st March 2011 aggregating Rs.34,97,902.00 plus Interest and making payment of TDS in time for the year ending 31st March 2012 aggregating Rs. 56,812.00 plus Interest.

10. The company has not made any cash losses during the year( Previous Year Nil).

11. The company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

12. According to the information and explanation given to us the company has not borrowed or defaulted in repayment of dues to Financial Institution or Banks.

13. According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company funds raised on short term have not been used for long term investments.

14. The provisions of any special statutes applicable to chit fund nidhi mutual benefit fund societies are not applicable to the company.

15. The company is not a dealer or trader in shares securities debentures and other investments.

16. In our opinion and according to the company has not given any guarantees for loans taken by other from banks or financial institutions during the year.

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

18. The company has not issued any debentures during the year and accordingly the question of security or charge does not arise.

19. The company has not raised any money by way of public issue during the year.

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

The other clauses of the Companies ( Auditors Report) Order 2003 as amended by the Companies ( Auditors Report) ( Amendment Order) 2004 are not applicable in the case of the company for the current year since in our opinion there is no matter which arises to be reported in the aforesaid order.



Place : Camp Office Chennai For R.Pugalia & Company Dated :04/12/2012

Rajeev Kumar Pugalia M.No. 053972 Firm No 318188E



Proprietor

---

Mar 31, 2011

We have audited the attached balance sheet of EDUEXEL INFOTAINMENT LIMITED as at March 31, 2011 and also the profit and loss account and cash flow statement for the year ended on the 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.

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

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4 A) 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.

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

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

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

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement (read in conjunction with the Notes and Schedule attached thereto) dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 201 land 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 sub-section (1) of Section 274 of the Companies Act, 1956 ;

(vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts read 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.

a) in the case of the balance sheet, of the state of affairs of the company as at 31st March, 2011;

b) in the case of the profit and loss account, of the profit 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.

Annexure to the Auditors Report

Annexure referred to in paragraph 3 of the Auditors Report to the members of EDUEXEL INFOTAINMENT LIMITED on the accounts for the year ended 31st March, 2011.

1. (a) The Fixed Assets register maintained by the company has to be updated to show full particulars including quantitative details and situation of fixed assets.

(b) We were informed that the Fixed Assets have been physically verified by the management at reasonable intervals and discrepancies noticed on such verification have been given effect in accounts.

(c) In our opinion, the company has not disposed off a substantial part of fixed assets during the year and therefore paragraph 4(i)( c) of the companies (Auditors Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

2. (a) On the basis of examination of inventory records, the Company is maintaining proper records of inventory and the said inventory has been physically verified during the year by the management at reasonable intervals.

(b) In our opinion, the procedures of physical verification of the inventory followed by the management needs to be strengthened since the same is inadequate in relation to the size of the company and the nature of its business.

(c) The discrepancies noticed on physical verification of such inventory were not material as compared to book records.

3. The company has not taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. And the Company has not granted unsecured loans to firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 being a company under the same management as per section 370 (1B) of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us the internal control procedures are commensurate with the size of the company nature of its business for purchase of raw material including components, plant and machinery, equipment and other assets and for the sale of goods and services.

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions 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, transactions are made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 that exceed the value of rupees five lakhs in respect of any party during the year.

6. In our opinion and according to the information and explanations given to us, as the company has not accepted deposits from the public paragraph 4 (vi) of the Order is not applicable.

7. Although the company has no formal internal audit system as such, its internal control procedures ensure reasonable internal checking for financial and records.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. According to the records, information and explanations given to us, the Company has no dues undisputed amount provident fund, employees state insurance authorities and Income tax for a period of more than six months from the date they become payable.

10. The Company has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. During the year the company has not defaulted in repayment of dues to any financial institution or bank.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and therefore paragraph 4(xii) of the Order is not applicable.

13. The provisions of any special statute applicable to chit fund and nidhi/mutual benefit fund/society are not applicable to the company and therefore paragraph 4(xiii) of the Order is not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments and therefore paragraph 4(iv) of the Order is not applicable.

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions and therefore paragraph 4(xv) of the Order is not applicable.

16. The Company has not availed term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, short term funds of has been used for fixed assets (long term investments) no long term funds were raised for short term investments.

18. The Company has made preferential allotment of shares during the year and the allotment is not made to those covered under persons listed in register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and therefore paragraph 4 (xix) of the Order is not applicable.

20. The Company has not raised money by way of public issues during the year and therefore paragraph 4(xx) of the Order is not applicable.

21. Based upon the audit procedures performed and as per the information and explanations given to us by the management, we report that no fraud on or by the company has been reported or noticed during the year.



For Brahmananda & co

P. Viswanathan-Partner (M.No. 10187)

09-06-2011 Chennai