Auditor Report of Euro Multivision Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Euro Multivision Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ('the Act) with respect to the preparation of these financial statements to 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 the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 adequate internal financial controls, 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.

Auditors' Responsibility

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

4. We have taken into account the provisions of the Act and the Rules made there under including the Accounting Standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 the internal financial 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over the financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Qualified Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, except for the matters illustrated and described in the Basis for Qualified Opinion herein below, 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 loss and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. The attention is invited to the note no. 24(6), the Company's financing arrangements have expired and the amount outstanding is overdue for repayment since January,2011 in the case of Term Loans from Cosmos Bank and since April, 2011 in case of Term Loans from State Bank of India. The Company has been unable to either renegotiate,restructure or obtain replacement financing and the banks have initiated legal proceeding for recovery from the Company with the Debt Recovery Tribunal. In addition to this, the Company has continuously been incurring substantial losses since past few years and as of 31st March, 2015, the Company's current liabilities exceeds its current assets by Rs. 33,735.82 lakhs. Further, the net worth of the Company has been fully eroded and the Company has filed for registration u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon'ble Board for Industrial & Financial Reconstruction.

All the above events indicate a material uncertainty that casts a significant doubt on the Company's ability to continue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial results do not disclose the fact that the fundamental accounting assumption of going concern is not followed.

2. The Company has not provided interest on unsecured loan amounting to Rs. 233.07 lakhs (Previous year Rs. 154.33 lakhs) for the year ended 31" March, 2015. Had the same been provided the loss for the year ending 31" March, 2015 will increase by Rs. 233.07 lakhs (Previous year Rs. 154.33 lakhs) and the corresponding liability will also increase by Rs. 233.07 lakhs as at 31" March, 2015 (Previous Year Rs. 154.33 lakhs).

3. The Company has not provided for impairment or diminishing value of its assets/investment as per 'Accounting Standard 28 - Accounting for Impairment of Assets' as notified under the Companies (Accounting Standards) Rules, 2006 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. The effect of such Impairment or diminishing value has not been quantified by the management and hence the same is not ascertainable.

Report on other legal and regulatory requirements

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

5. 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 purposes of our audit;

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

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

d) 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, except for as stated in basis for qualifications above.

e) On the basis of written representations received from the directors as on March 31,2015, none of the directors are disqualified as on March 31,2015 from being appointed as a director in terms of sub-section (2) of section 164 of the Act.

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

i) The Company has disclosed the impact, if any, of pending litigations as at March 31, 2015, on its financial position in its financial statements;

ii) The Company has made provision as at March 31,2015 as required under the applicable law or Accounting Standards for material foreseeable losses, if any, on long-term contracts including derivative contracts except as stated in basis for qualifications above;

iii) There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31,2015.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(1) In respect of Fixed Assets:

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

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical 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 of such verification is reasonable.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(3) 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 Act. Therefore, the provisions of clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the Company.

(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 with regards to purchases of inventory, fixed assets and with regards to 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 weakness in the aforesaid internal control system.

(5) In our opinion and according to the information and explanations given to us, the Company during the year has not accepted any deposits from the public within the meaning of section 73 & 76 of the Act and the Rules framed there under to the extent notified. However in respect of deposits accepted by the company before the commencement of this Act, within the meaning of section 74 & 75 of the Act and the Rules framed there under to the extent notified, the principal amount of such deposits and interest due thereon remained unpaid even after expiry of one year from such commencement and the Company has not filed a statement within a period of three months from such commencement or from the date on which such payments, are due, with the Registrar details as prescribed u/s.74(1)(a).

(6) The Central Government of India has not specified the maintenance of cost records under sub-section (1) of section 148 of the Act for any of the products of the Company.

(7) In respect of Statutory Dues:

a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion the Company has been facing liquidity stress since past few years due to which there were delays in depositing various undisputed statutory dues with appropriate authorities including provident fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable to it and there are no arrears of outstanding statutory dues as at the year end for a period of more than six months from the date they became payable.

b) 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, wealth tax, service tax, duty of customs, duty of excise, value added tax, as at March 31,2015, which have not been deposited on account of any dispute. However there are dues of income tax which have not been deposited on account of a dispute which are as under:

Name of the Nature of Dues Amount Rs. Statute

Income Tax Demand arisen pursuant 43.08 lakhs to assessment

Name of the Period to which the Forum where the Statute amount relates dispute is pending

Income Tax Financial Year Commissioner of 2011-12 Income Tax (Appeals)

c) There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31,2015.

(8) The Company has accumulated losses at the end of financial year and also had the same at the end of the immediately preceding financial year. Further the Company has incurred cash losses during the financial year covered by our audit and also during the immediately preceding financial year. The accumulated losses of the Company have exceeded its net worth.

(9) In our opinion and according to the information and explanations given to us the Company has defaulted in repayment of loans and interests dues to the banks and financial institution. The principal outstanding of Term Loans and Cash Credit facilities amounts to Rs. 20,307.5* lakhs and overdue interest amounts to Rs. 14,850.47 lakhs as at March 31, 2015, subject to reconciliation with the banks. The period of default ranges around 51 months.

(10) In our opinion and according to the information and explanations given to us, the Company has not given the guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of the clause 3(x) of the Order are not applicable to the Company.

(11) The Company has not raised any term loan during the year. Accordingly, the provisions of clause 3(xi) of the Order are not applicable.

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

For Deepak Maru & Co. Chartered Accountants ICAI Firm Registration No:115678W

Jaymin P. Shah Partner Mem.No.118113

Place : Mumbai Date : May 30, 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s 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 Section 211(3C) of the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of the Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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 misstatements.

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 but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal controls. 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.

Basis for Qualified Opinion

i. The attention is invited to the note no. 24(6), the Company''s financing arrangements have expired and the amount outstanding is overdue for repayment since January, 2011 in the case of Term Loans from Cosmos Bank and since April, 2011 in case of Term Loans from State Bank of India. The Company has been unable to neither renegotiate, restructure nor obtain replacement financing and the banks have initiated legal proceeding for recovery from the Company with the Debt Recovery Tribunal. In addition to this, the Company has continuously been incurring substantial losses since past few years and as of 31st March, 2014, the Company''s current liabilities exceeds its current assets by '' 21,567.03 lakhs. Further, the net worth of the Company has been fully eroded and the Company has filed for registration u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon ''ble Board for Industrial & Financial Reconstruction.

All the above events indicate a material uncertainty that casts a significant doubt on the Company''s ability to continue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial results do not disclose the fact that the fundamental accounting assumption of going concern is not followed.

ii. The Company on the basis of registration filed u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon''ble Board for Industrial & Financial Reconstruction, and the hearings of which are in process for determination of sickness; has not provided for interest on financing facilities amounting to Rs. 4,156.00 lakhs for the year ending 31st March, 2014 (Previous year Rs.3,664.50 lakhs).

Had the same been provided; the loss for the year ending 31st March, 2014, will increase by Rs. 4,156.00 lakhs (Previous year Rs. 3,664.50 lakhs). The corresponding liability will also increase by Rs. 7,820.50 lakhs as at 31st March, 2014 (Previousyear Rs. 3,664.50 lakhs).

iii. The Company has not provided interest on unsecured loan amounting to Rs. 154.33 lakhs (Previous year Rs. NIL) for the year ended 31st March, 2014.

Had the same been provided the loss for the year ending 31st March, 2014 will increase by Rs. 154.33 lakhs (Previous year Rs. NIL) and the corresponding liability will also increase by Rs. 154.33 lakhs as at 31st March, 2014 (Previous Year Rs. NIL).

iv. The Company has not provided for impairment on its assets as per ''Accounting Standard 28 -Accounting for Impairment of Assets'' as notified under the Companies (Accounting Standards) Rules, 2006. The effect of such impairment has not been quantified by the management and hence the same is not ascertainable.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the matters described in the basis for Qualified Opinion paragraph, 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 31,2014;

(b) In the case of the Statement of Profit and Loss, 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 in terms of Section 227(4A) 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 except for the matters described in the Basis for Qualified Opinion;

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

(d) Except for the possible effect of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act; read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of the Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India.

(e) On the basis of the written representations received from the Directors as on March 31,2014, none of the Directors are disqualified as on March 31,2014, from being appointed as a Director in terms of Section 274(1) (g) of the Act.

3. During the year the Company has paid and provided managerial remuneration to the Managing Director Mr. Rajababu Kalla amounting of '' 24 lakhs over and above the limits prescribed under the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date

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) As explained to us, all the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have been noticed on such physical verification.

(c) The Company has not disposed off a substantial part of its fixed assets during the year.

2. In respect of its Inventories:

(a) The stocks of Finished Goods, Stores, Spares, and Raw Materials have been physically verified at the end of 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 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) The Company has maintained proper records to show full particulars including quantitative details of inventories. As explained to us, the discrepancies noticed on verification between the physical stocks and the book records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties are covered in the register maintained under the section 301 of the Companies Act, 1956:

(a) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(b) As the Company has not granted any loans to parties covered in the register maintained under section 301 of the Companies Act, 1956 this clause relating to rate of interest and other terms and conditions of the loan granted is not applicable.

(c) As the Company has not granted any loans to parties covered in the register maintained under section 301 of the Companies Act, 1956 this clause relating to receipt of the principal amount and interest is not applicable.

(d) As the Company has not granted any loans to parties covered in the register maintained under Section 301 of the Companies Act, 1956, hence the clause relating to overdue of amount does not arise.

(e) The Company has not taken unsecured loans from parties in the register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions on which above unsecured loans have been taken from other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) There are no stipulations made regarding repayment of principal amount. The payment of interest is overdue.

4. In our opinion and according to the information and explanations given to us, the company has an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed continuing failure to correct major weaknesses in internal control system.

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

(a) In our opinion and according to the information and explanations given to us, there are no 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.

(b) According to information and explanations given to us, in our opinion there are no transactions made in pursuance of contracts or arrangements under section 301 that exceed the value of rupees five lakhs in respect of current financial year.

6. The Company has accepted deposits within the meaning of public deposits under the provisions of section 58A read with Companies (Acceptance of Deposits) Rules, 1975 in the nature of unsecured loans. In our opinion, the Company has complied with the provisions of section 58A and related rules. The Company has not accepted deposits within the meaning of public deposits under the provisions of section 58AA.

7. In our opinion, the Company has internal audit system which commensurate with the size and nature of its business and needs to be further strengthened.

8. We have not verified 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, as same is not applicable.

9. In respect of statutory dues:

(a) As per information and explanations given to us, there are no undisputed statutory dues including provident fund, profession tax, sales tax, TDS, etc.

(b) According to the information and explanation given to us, there are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, on account of any dispute as on March 31,2014.

10. The Company has accumulated losses at the end of the financial year, which is more than its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayments of dues to the banks and financial institutions. As on 31st March, 2014, the term loan principal and interest overdue thereon, subject to reconciliation with the banks amounted to ''13,816.73 Lakhs and '' 7,503.76 Lakhs respectively. The Cash Credit facilities of the banks amounting to '' 3515.00 Lakhs are also overdrawn by '' 2975.77 Lakhs. The period of default ranges around 39 months in case of principal and interest overdues.

12. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted loans and advances on the basis of security by way of pledge of shares or debentures and any other securities.

13. In our opinion, the Company is not a Chit fund or a Nidhi, Mutual benefit fund / Society. Therefore, the provisions of clause 4(xiii) of paragraph 4 of the Order are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the paragraph 4 of the Order are not applicable to the Company.

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

16. To the best of our knowledge and belief and according to the information and explanations given to us, no term loans are raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that, prima facie, no funds raised on short-term basis have been used for long-term investment.

18. Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures. Hence, the creation of security does not arise.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

For S. H. Bathiya & Associates Chartered Accountants ICAI Firm Registration Number: 101046W

Kishor Parikh Partner Membership Number: 031110

Mumbai Date: May 30th, 2014

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Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of Euro Multivision Limited (''''the Company''''), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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 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 misstatements.

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.

Basis for Qualified Opinion

I. The attention is invited to the note no. 25 (6), the Company''s financing arrangements have expired

and the amount outstanding is overdue for repayment since January, 2011 in the case of Term Loans from Cosmos Bank and since April, 2011 in case of Term Loans from State Bank of India. The Company has been unable to renegotiate, restructure nor obtain replacement financing and the banks have initiated legal proceeding for recovery from the Company with the Debt Recovery Tribunal. In addition to this, the Company has continuously been incurring substantial losses since past few years and as of 31st March, 2013, the Company''s current liabilities exceeds its current assets by Rs. 20,951.55 lakhs. Further, the net worth of the Company has been fully eroded and during the year the Company has filed for registration u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon''ble Board for Industrial & Financial Reconstruction.

All the above events indicate a material uncertainty that casts a significant doubt on the Company''s ability to continue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial results do not disclose the fact that the fundamental accounting assumption of going concern is not followed.

ii. The Company on the basis of registration filed u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon''ble Board for Industrial & Financial Reconstruction, and the hearings of which are in process for determination of sickness; has not provided for interest on financing facilities amounting to Rs. 3,664.50 lakhs for the year ending 31st March, 2013. Had the same been provided; the loss for the year ending 31st March, 2013, will increase by Rs. 3,664.50 lakhs. The corresponding liability will also increase by Rs. 3,664.50 lakhs as at 31st March, 2013.

iii. The Company has not provided for the salary payable to employees amounting to Rs. 8.35 lakhs for the year ended 31st March, 2013.

Had the same been provided the loss for the year ending 31st March, 2013 will increase by Rs. 8.35 lakhs and the corresponding liability will also increase by Rs. 8.35 lakhs as at 31st March, 2013.

iv. The Company has not provided for impairment on its assets as per ''Accounting Standard 28 - Accounting for Impairment of Assets'' as notified under the Companies (Accounting Standards) Rules, 2006. The effect of such impairment has not been quantified by the management and hence the same is not ascertainable.

Qualified Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the Statement of Profit and Loss, of the loss 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 in terms of Section 227(4A) 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 except for the matters described in the Basis for Qualified Opinion;

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

(d) Except for the possible effect of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act;

(e) On the basis of the written representations received from the Directors as on March 31, 2013, taken on record by the Board of Directors, Mr. Mahendra Modi, Mr. Ajit Nalwaya and Mr. Anil Mandevia are the Directors disqualified, from being appointed as a Director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements” of our report of even date

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) As explained to us, all the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have been noticed on such physical verification.

(c) The Company has not disposed off a substantial part of its fixed assets during the year.

2. In respect of its Inventories:

(a) The stocks of Finished Goods, Stores, Spares, and Raw Materials have been physically verified at the end of 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 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) The Company has maintained proper records to show full particulars including quantitative details of inventories. As explained to us, the discrepancies noticed on verification between the physical stocks and the book records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties are covered in the register maintained under the section 301 of the Companies Act, 1956:

(a) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(b) As the Company has not granted any loans to parties covered in the register maintained under section 301 of the Companies Act, 1956 this clause relating to rate of interest and other terms and conditions of the loan granted is not applicable.

(c) As the Company has not granted any loans to parties covered in the register maintained under section 301 of the Companies Act, 1956 this clause relating to receipt of the principal amount and interest is not applicable.

(d) As the Company has not granted any loans to parties covered in the register maintained under Section 301 of the Companies Act, 1956, hence the clause relating to overdue of amount does not arise.

(e) The Company had taken unsecured loans from parties in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 40,12,017 and the year- end balance of loans taken from such parties is Rs. Nil

(f) In our opinion, the rate of interest and other terms and conditions on which above unsecured loans have been taken from other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) There are no stipulations made regarding repayment of principal amount. The payment of interest is overdue.

4. In our opinion and according to the information and explanations given to us, the company has an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the 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) According to information and explanations given to us, in our opinion there are no transactions made in pursuance of contracts or arrangements under section 301 that exceed the value of rupees five lakhs in respect of current financial year.

6. The Company has accepted deposits within the meaning of public deposits under the provisions of section 58A read with Companies (Acceptance of Deposits) Rules, 1975 in the nature of unsecured loans. In our opinion, the Company has complied with the provisions of section 58A and related rules. The Company has not accepted deposits within the meaning of public deposits under the provisions of section 58AA.

7. In our opinion, the Company has internal audit system which commensurate with the size and nature of its business and needs to be further strengthened.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(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.

9. In respect of statutory dues:

(a) As per information and explanations given to us, undisputed statutory dues including provident fund, profession tax, sales tax, TDS have not been regularly deposited with the appropriate authorities. According to the information and explanations given to us, the undisputed amounts payable in respect of sales tax, were in arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, on account of any dispute as on March 31, 2013.

10. The Company has accumulated losses at the end of the financial year, which is more than its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayments of dues to the banks and financial institutions. As on 31st March, 2013, the term loan principal and interest overdue thereon, subject to reconciliation with the banks amounted to Rs.13816.73 Lakhs and Rs.4519.10 Lakhs respectively. The Cash Credit facilities of the banks amounting to Rs.3515 Lakhs are also overdrawn by Rs.2975.77 Lakhs. The period of default ranges around 27 months in case of principal and interest overdues.

12. According to the information and explanations given to us and based on the documents and records produced to us the Company has not granted loans and advances on the basis of security by way of pledge of shares or debentures and any other securities.

13. In our opinion, the Company is not a Chit fund or a Nidhi, Mutual benefit fund/ Society. Therefore, the provisions of clause 4(xiii) of paragraph 4 of the Order are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the paragraph 4 of the Order are not applicable to the Company.

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

16. To the best of our knowledge and belief and according to the information and explanations given to us, no term loans are raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that, prima facie, no funds raised on short-term basis have been used for long-term investment.

18. Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures. Hence, the creation of security does not arise.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

For S. H. Bathiya & Associates

Chartered Accountants

ICAI Firm Registration Number: 101046W

Kishor M. Parikh

Partner

Membership Number: 031110

Mumbai

Date: May 29, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Euro Multivision Limited, as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) ofthe Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 ofthe said order.

4. Further to our comments in the annexure referred to in paragraph (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 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 such books;

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

(d) The Company has not complied with Accounting Standard on Impairment of Assets (AS 28). The impact ofthe above non compliance is detailed in Para (g) below. Subject to the foregoing in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

(f) "Without qualifying our opinion we draw attention to Note 22 (7) (e) in the financial statements. The company has incurred a net loss of Rs. 9,236.59 Lacs during the year ended 31st March, 2012and, asof that date, the Company's current liabilities exceeded its current assets by Rs. 12,158.49 Lacs and its total liabilities exceeded its total assets by Rs. 2,342.76 Lacs. These matters along with note set forth in Note 22 (7) (f), raise some doubt that the company will be able to continue as a going concern. "

(g) Note 21 (i) ofthe significant accounting policies ofthe company regarding Impairment of Assets, the company has not provided for impairment on its assets which is required according to "Accounting Standard 28- Accounting for Impairment of Assets". The effect of the same is not ascertainable.

(h) In our opinion and to the best of our information and according to the explanations given to us, subject to paragraph (g) the said accounts 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2012;

(ii) in the case of the Statement of Profit and Loss, the loss for the year ended on March 31,2012 and

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

ANNEXURE TO AUDITORS' REPORT

Referred to in Paragraph 3 of our Report of even date.

1. (a) The Company has maintained proper records to show full particulars including quantitative details and

situation of Fixed Assets.

(b) As explained to us, these Fixed Assets have been physically verified by the Management once during the year and no material discrepancies have been noticed on such verification.

(c) There was no substantial disposal of Fixed Assets during the year.

2. (a) The stocks of Finished Goods, Stores, Spares, and Raw Materials have been physically verified

quarterly during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) As per the information given to us, the procedure of physical verification of the stocks followed by the management is generally reasonable and adequate in relation to the size of the company and the nature

of its business. -

(c) The Company has maintained proper records to show full particulars including quantitative details of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records. "The discrepancies noticed, if any, have been properly dealt with in the books of accounts.

3. (a) The Company has not granted loans to any party listed in the register maintained under section 301 of the Companies Act, 1956.

The Company has taken unsecured loans from parties listed in the register maintained under section 301 of the Companies Act, 1956. The total amount of loan taken during the year was Rs.1,303.78 Lacs comprising of 17 parties and maximum balance outstanding during the year was Rs.2,618.91 Lacs and the amount outstanding at the end of the year was Rs.2,122.46 Lacs.

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

(c) There are no stipulations made regarding repayment of Principal amount. The payment of interest is overdue.

4. In our opinion, the company has an adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory, fixed assets and also for the sale of goods and services.

5. (a) We are of the opinion that the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to information and explanations given to us, in our opinion there are no transactions made in pursuance of contracts or arrangements under section 301 that exceed the value of rupees five lacs in respect of current financial year.

6. In our opinion the Company has complied with the provisions of Sections 58A and 58AA read with the Companies (Acceptance of deposit) Rules, 1975 in respect of deposits accepted in the nature of unsecured ' loans taken, amounting to Rs. 250.63 lacs raised by the company during the year. The company has filed the copy of Statement in Lieu of Advertisement and necessary particulars as required with Registrar of Companies, Mumbai.

7. The company has internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209 (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. '

9. (a) The Company has been generally regular in depositing the statutory dues payable to appropriate authorities. There are no Undisputed tax liabilities outstanding as at March 31,2012, for a period of more than six months from the date they became payable.

(b) There are no dues outstanding of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess on account of any dispute as on March 31,2012.

10. The Company has accumulated losses at the end of the financial year, which is more than its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. The company has not provided for impairment of its assets as required under Accounting Standard 28 "Impairment of Assets". We are not able to quantify the effect of such non-provisioning of the above figures.

11. The Company has defaulted in payment of dues to financial institutions. As on 31" March, 2012, the principal and interest overdue to financial institutions amounted to Rs.3,658.98 Lacs and Rs.2,307.66 Lacs respectively. The period of default ranges from 1 to 15 months in the case of principal overdues and 1 to 13 months in the case of interest overdues. The company has also overdrawn Cash Credit facilities by Rs. 2,975.92 Lacs.

12. According to the information and explanations given to us and based on the documents and records produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares or debentures or any other securities.

13. The provisions of any special statute applicable to chit funds, nidhi or mutual benefit society, do not apply to the Company.

14. During the year, the Company did not deal or trade in shares, securities, debentures and other investments.

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

16. The Term Loans taken during the year were applied for the purpose for which they were obtained. During the year no fresh term loans were taken. Hence this clause is not applicable.

17. Based on the information and explanations given to us and on an overall examination of the Balance sheet of the Company, in our opinion, there are not funds raised on a short term basis have been used for long term investments.

18. The Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the CompaniesAct, 1956 during the year.

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

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

21. 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.

For Swamy & Chhabra Chartered Accountants ,

Pavan Kumar Chhabra

Partner Membership No: 085553

Firms Registration No: 113036W

Mumbai, Dated: 13th August, 2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of Euro Multivision Limited, as at March 31, 2010, the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) 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.

Further to our comments in the annexure referred to in paragraph (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 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 such books ;

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

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon and attached thereto given in the prescribed manner, the information required by the Act, give a true and fair view in conformity with the accounting principles generally accepted in India :

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

(ii) in the case of the Profit and Loss account, the profit for the year ended on March 31, 2010 and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on March 31, 2010.

ANNEXURE TO AUDITORS REPORT

Referred to in Paragraph 3 of our Report of even date.

1. (a) The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, these Fixed Assets have been physically verified by the Management once during the year and no material discrepancies have been noticed on such verification.

2. (a) The stocks of Finished Goods, Stores, Spares, and Raw Materials have been physically verified quarterly during

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

(b) As per the information given to us, the procedure of physical verification of the stocks followed by the management is generally reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records to show full particulars including quantitative details of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records. The discrepancies noticed, if any, have been properly dealt with in the books of accounts.

3. (a) The Company has not granted loans to any party listed in the register maintained under section 301 of the

Companies Act, 1956.

The Company has taken unsecured loans from parties listed in the register maintained under section 301 of the Companies Act, 1956. The total amount of loan taken during the year was Rs. 7560.93 Lakhs comprising of 20 parties and maximum balance outsanding during the year was Rs. 4076.74 Lakhs and the amount outstanding at the end of the year was Rs. 2047.54 Lakhs.

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

(c) There are no stipulations made regarding repayment of Principal amount. However the payment of interest has been regular.

(d) The company has not given any loan. Hence the clause relating to overdue amounts is not applicable.

4. In our opinion, the company has an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets and also for the sale of goods and services.

5. (a) We are of the opinion that the transactions made in pursuance of contracts or arrangements that needed to

be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) Transactions made in pursuance of contracts or arrangements under section 301 do not exceed the value of rupees five lacs in respect of any such party in the current financial year.

6. In our opinion the Company has complied with the provisions of Sections 58A and 58AA read with the Companies (Acceptance of Deposit) Rules, 1975 in respect of deposits accepted in the nature of unsecured loans taken, amounting to Rs. 160.89 lacs raised by the Company during the year and the Company has filed the copy of Statement in Lieu of Advertisement and necessary particulars as required with the Registrar of Companies, Mumbai.

7. The Company has internal audit system commensurate with its size and nature of its business.

8. As per the information given to us, the Central Government has not prescribed the maintenance of the cost records under section 209(1) (d) of the Companies Act, 1956.

9. (a) The Company has been generally regular in depositing the statutory dues payable to appropriate authorities.

There are no undisputed tax liabilities outstanding as at March 31, 2010, for a period of more than six months from the date they became payable.

(b) There are no dues outstanding of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess on account of any dispute as on March 31, 2010.

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

11. The Company has been generally regular in repayment of dues to financial institutions and banks during the current financial year.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares or debentures or any other securities.

13. The provisions of any special statute applicable to chit funds, nidhi or mutual benefit society, do not apply to the Company.

14. During the year, the Company did not deal or trade in shares, securities, debentures and other investments.

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. The Term Loans taken during the year were applied for the purpose for which they were obtained.

17. Based on the 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 a short term basis which have been used for long term investments.

18. The Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

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

20. The management has properly disclosed the end use of money raised by public issues and the same has been verified.

21. 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.



For Swamy & Chhabra

Chartered Accountants



C. Ayyaswamy Partner

Membership No: 21754

Firms Reg. No: 113036W

Place : Mumbai

Date : May 31, 2010

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of Euro Multivision Limited, as at 31st March 2009, 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 auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement material misstatement. An audit includes examining, on a test, basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors" Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) 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 in paragraph (3) above, we report that: -

(a) We hae 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 such books;

(c)The Balance Sheet, Profit and Loss account and the 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 the written representations received from the Directors as on 31st March 2009,and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2009 from being appointed as a Director in terms of section 274(1 )(g) of the Companies Act, 1956;

(t) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon and attached thereto give in trie 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 :

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009;

(ii) in the case of the Profit and Loss account, the. profit for the year ended on March 31,2009 and

(iii) in the case of theCash Flow Statement, of the cash flows fer the year ended on that date.

ANNEXURE TO AUDITORS REPORT

Referred to in Paragraph 3 of our Report of even date.

1.. (a) The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, these Fixed Assets have been physically verified by the Management once during the year and no material discrepancies have been noticed on such verification.

2. (a) The stocks of Finished Goods, Stores, Spares, and Raw Materials have been physically verified quarterly during the year by the management. In oiir opinion, the frequency of verification is reasonable.

(b) As per the information given to-us, the procedLire of physical verificatidn of the stocks followed by the management is generally reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company has maintained proper records to show full particulars including quantitative details of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records. The discrepancies noticed, if any, have been properly dealt with in the books of accounts.

3. (a) The Company has not granted loans to any party listed in the register maintained under section 301 of the Companies Act, 1956. The Company has taken unsecured loans from twelve parties listed m..the/register maintained under section 301 of the Companies Act: 1956. The balance outstanding at the year end.



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

(c) There are no stipulations made regarding repayment of Principal amount. The payment of interest has been regular.

(d) The company has not given any loan. Hence the clause relating to overdue amounts is not applicable.

4. In our opinion, the company has an adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory, fixed assets and also for the sale of goods and services.

5. (a) We are of the opinion that the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) We are of the opinion that the transactions of purchase of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs.571.77 lakhs or more have been generally made at prices which are reasonable having regard to prevailing market prices of such goods, materials and services, where such market prices are available with the company or the prices at which transactions for similar goods or services have been made , with other parties.

6. During the period, the Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58 AA of Companies Act. 1956.

7. The company has internal audit system commensurate with its size and nature of its business.

8. As per the information given to us, the Central Government has not prescribed the maintenance of the cost records under section 209(1) (d) of the Companies Act, 1956.

9. (a) The Company has been generally regular in depositing the, statutory dues payable to appropriate authorities. There, are no Undisputed tax liabilties outstanding as at March 31,2009. for a period of more than six months, from the date they became payable.

(b) There are no dues outstanding of Sales Tax, Wealth Tax, Service Tax, Customs,Duty,. Excise Duty andCess on account of any dispute as on March 3 1, , 2009. The dues outstanding of Income Tax are as follows; .

Name of the Nature of Amount Period to Forum where dispute is statute dues (Rs) which the pending amount relates

Income Tax Income Tax 13,28,911 F.Y. 2006-07 Commissioner of Income Tax Act, 1961 (Appeals).

Income Tax Income Tax 40,732 F.Y. 2005-06 Commissioner of Income Tax Act, 1961 (Appeals).

TOTAL 13,69,643

10. The Company has not been registered for a period of five years and hence the provisions of this clause are not applicable.

11. The Company. has been generally regular in repayment of dues to financial institutions and banks during the current financial year.

12. According to the information and explanations given to us and based on the documents and records produced to us the company has not granted loans and advances on the basis of security by way of pledge Of shares or debentures or any other securities.

13. The provisions of any special statute applicable to chit funds, nidhi or mutual benefit society, do not apply to the Company.

1.4. During the year, the Company did not deal or trade in shares, securities, debentures and other investments.

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

16. The Term Loans taken during the vear were applied for the purpose for which tliev were obtained.

17. Based on the 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 a short term basis which have been used for long term investments.

18. The Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

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

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

21. 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.

For Swamy & Chhabra Chartered Accountants

C. Ayyaswamy

Partner

Membership No: 21754

Mumbai,

Dated: 17th July, 2009