Auditor Report of Filmcity Media Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of M/s. FILMCITY MEDIA LIMITED as at 31st March, 2014, the Profit & Loss Account and the Cash Flow Statement of the Company 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.

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 misstatements. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors'' Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956. We give in the annexure hereto a statement on the matters specified in the said order.

1. 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.

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

3. The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of accounts and comply with the accounting standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

4. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. In the case of the Balance Sheet of the state of affairs of the Company as on 31st March 2014.

b. In the case of Profit & Loss Account of the Profit of the Company for year ended that date.

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

ANNEXURE TO THE AUDITORS REPORT

(Statement referred to in paragraph 1 of our Report of even date on the Accounts of M/s. FILMCITY MEDIA LIMITED for the period ended 31st March, 2014)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets. The fixed assets of the Company have been physically verified by the management during the year in accordance with the regular program which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. The Company has not disposed off any Fixed Assets during the year.

2) As explained to us, inventories have been physically verified during the year by the Management. The intervals at which the inventories have been verified are, in our opinion reasonable in relation to the size of the Company and the nature of its business.

The procedures explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business

On the basis of our examination, we are of opinion that, the company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.

3) The Company has not taken any loan secured or unsecured from Companies, Firms and other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956. In view of this sub clause (b), (c) and (d) of the clause (iii) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business.

5) In our opinion and according to the information and explanations given to us the Company has not done any transaction that needs to be entered in the register maintained under Section 301 of the Act.

6) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from the public during the year as stated in the provisions of Section 58 A of the Companies Act, 1956.

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

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of the Company, there were no undisputed statutory dues including Provident Fund, , Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, cess and other Statutory dues applicable to it as at 31st March 2014 for a period of more than six months from the date they became payable.

10) The Company does not have any accumulated losses at the end of the financial year.

11) The company has not taken any loans from bank or financial institutions.

12) The Company has, in our opinion, maintained adequate documents and records in respect of loans and advances granted on the basis of security by way of pledge of shares and other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

14) The Company has, in our opinion, maintained proper records and contracts with respect to its investments where timely entries of transactions are made in the former. All investments at the close of the year are generally held in the name of the Company except in a few cases where the titles to the investments are in dispute or are in the process of transfer.

15) The Company has not given any guarantee for loan taken by others from bank or financial institutions.

16) The company has not taken any term loan, during the financial year.

17) The Company has not raised any fund, long term or short term during the year.

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

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

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

21) Based upon the audit procedures performed by us for expressing our opinion on these financial statements 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 year.

For Sudhir M Desai & Co. Chartered Accountants

Sd/- Sudhir M Desai Proprietor M. No. 41999 Place : Mumbai Date : 29.05.2014

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Mar 31, 2013

We have audited the attached Balance Sheet of FILMCITY MEDIA LIMITED as at 31st March, 2013 and Profit & Loss A/c 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standard require that, we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor Report) order, 2003 (amended) by the central Gov. of India in terms of Section 227(4A) of the Companies Act, 1956. We give in the annexure hereto a statement on the matters specified in the said order.

1. 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.

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts. ,.

3. The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of accounts and comply with the accounting standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

4. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. in tne case of tne Balance Sneet of tne state of affairs of tne Company as on 31* Marcn, 2013.

b. In the case of Profit & Loss Account of the Profit of the Company for year ended that date.

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

ANNEXURE TO THE AUDITORS REPORT

(Statement referred to in paragraph 1 of our Report of even date on the Accounts of FILMCITY MEDIA LIMITED for the year ended 31st March, 2013.)

I) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets, which is in the process of updation. The fixed assets of the Company have been physically verified by the management during the year in accordance with the regular program which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. The Company has not disposed off any Fixed Assets during the year.

2)

a) The inventories have been physically verified by the management at reasonable intervals during the years and at the close of the year.

b) As explained to us, the procedure followed by Management for physical verification of the above referred stocks are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) According to the records produced to us for our verification, there were no material discrepancies noticed on physical verification of the inventory as compared to book records and the same have been property dealt with in the books of account.

3) The Company has not taken any loan secured or unsecured from Companies, Firms and other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (IB) of the Companies Act, 1956. In view of this sub clause (b), (c) and (d) of the clause (iii) of the Companies (Auditors'' Report) Order, 2003 are not applicable. (

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business.

5) In our opinion and according to the information and explanations given to us The Company has not done any transaction that needs to be entered in the register maintained under Section 301 of the Act.

6) In our opinion and according to the information and explanations given to us The Company has not accepted any deposit from tne puoiic aurmg tne year as statea in tne provisions of Section 5e A, 5SAA and ocher relevant provision of the Companies Act, 1956.

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

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) a) According to the records of the Company, there were no undisputed statutory dues including Provident Fund,, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and other Statutory dues applicable to it as at 31st March,2013 for a period of more than six months from the date they became payable.

10) The company has not taken any loans from Bank or Financial Institution.

II) The Company has not made any loans and advances granted on the basis of security by way of pledge of shares and other securities.

12) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

13) The Company has, in our opinion, maintained proper records and contracts with respect to its investments where timely entries of transactions are made in the former. All investments at the close of the year are held in the name of the Company.

14) The Company has not given any guarantee for loan taken by others from bank or financial institutions.

15) The company has not taken any term loan, during the financial year.

16) The Company has not raised any fund, long term or short term during the year.

17) The Company has not made any preferential allotment during the year..

18) The Company has not issued any debentures during the year.

19) Based upon the audit procedures performed by us for expressing our opinion on these financial statements 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 year. For M/S Sudhir M. Desai & Co.

Chartered Accountants

Sd/-

Sudhir M. Desai

Proprietor

M. No: 41999

Place : Mumbai

Date :30.05.2013

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Mar 31, 2012

We have audited the attached Balance Sheet of Filincity Media Limited, as at 31st March. 2012 and also the Statement of Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date 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 w ith auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amonts 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 sub-section (4A) of section 227 of the Companies Act. 1956. and on the basis of such checks as we considered appropriate and according to the information and explanations given to us. we enclose in the An- nexure a statement on the matters specified in paragraphs 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 purposes 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 and Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement w ith the books of account;

iv. In our opinion, the Balance Sheet and Statement of Profit and Loss Account and cash flow statement dealt with by this report complyw ith the accounting standards referred to in sub-section (3C) of Section 211 of the CompaniesAct. 1956:

v. On the basis of written representations received from the Directors, as on 31 st March. 2012 and taken on record by the Board of Directors, w e report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub-section (I) of Section 274 of the CompaniesAct. 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us. the said accounts read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956. in the manner so required and give a true and fair view in confor- mity 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, 2012; and

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

(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

(Referred to in paragraph 3 of our report of even date to the members of Filmcity Media Ltd on the accounts for the Period ended 31 st March. 2012.

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

(b) During the year physical verification of Fixed Assets was carried out by the management as per its programme, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As informed to us no material discrepancies w ere noticed between book records and physical inventory :

( c) During the year, the company has not disposed off major part of Fixed Assets and it has not affected the company as a going concern.

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

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

( c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii. (a) (i) During the year under audit the company has not taken loans from companies, firms and other

parties covered in the Register maintained under section 301 of the Companies Act, 1956.

(b) (i) During the year under audit the company has not granted loans to companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us. there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noliced in the internal controls.

v. Based on the audit procedures applied by us and according to the information and explan-ations pro- vided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act 1956. .

vi. The company has not accepted any deposits from the public during the year 2011 -12.

vii. In our opinion, the company has an internal audit system commensurate w ith the size and nature of its business.

viii. As informed to us the Central Government has not prescribed maintinance of cost records under section 209( 1 )(d) of the Companies Act. 1956 for any of the activities of the company.

ix. (a) According to the records of the company, the company is regular in depositing with approp-riate authorities undisputed statutory dues including provident fund, employees state insur-ance. Income tax. Sales tax. Wealth tax. Custom duty. Excise duty. Cess and other stat-utory dues if any appli- cable to it.

According to the information and explanations given to us. no undisputed amounts in respect of income tax. wealth tax, sales tax. custom duty and excise duty were outstanding as at 31st March. 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us by the management no disputed amount is pay able in case of Sale tax. Income Tax. Custom duty. Excise duty. Cess.

x. Company's accumulated losses are not more than 50% of its networth and company has incurred cash lossess during the financial year covered by our audit and cash loss in the immediately preceding finan- cial year also.

xi. As informed to us the Company has not defaulted in repayment of dues to any financial institution. Bank or debenture holders.

xii. Based on our examination of documents records and information given by the company, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Provisions of Chit Fund nidhi mutual benefit fund/societies are not applicable to the company.

xiv. The company is not dealing or trading in shares , securities, debentures or other investments' and hence, the related reporting requirement of Para 4 (xiv) are not applicable to the company.

xv. The company has not given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company .

xvi. The Company has not received term loan during the year.

xvii. According to the infortation and explanations given to us and on an overall examination of the Balance Sheet of the Company.we are of the opion that there are no funds raised on short term basis that have been used for long term investment.

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

xix. During the period covered by our audit report, the company has not issued debentures.

xx. During the period covered by our audit report, the company has not raised any money by public issues

xxi. Based upon the audit procedures performed and information and explanations given by the manage- ment, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For Ashok K. Jain

Chartered Accountants

Sd/-

Place : Mumbai Ashok K. Jain

Dated :27-08-20l2 Proprietor

M. No. 36120

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Mar 31, 2011

We have audited the attached Balance Sheet of Filmcity Media Limited, as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date 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 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 amonts 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 sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, 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 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 purposes 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 and 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 and 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 Companies Act, 1956;

V. On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of 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 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 March 31, 2011; and

(b) In the case of the Profit and Loss Account, of the Loss for the year ended on that date.

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

A ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date to the members of Filmcity Media Ltd on the accounts for the Period ended 31st March, 2011.

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

(b) During the year physical verification of Fixed Assets was carried out by the management as per its programme, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As informed to us no material discrepancies were noticed between book records and physical inventory;

(c) During the year, the company has disposed off major part of Fixed Assets but it has not affected the company as a going concern.

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii. (a) (i) During the year under audit the company has not taken loans from companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

(b) (i) During the year under audit the company has not granted loans to companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

During the course of our audit, no major weakness has been noticed in the internal controls.

v. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are transactions that need to be entered in to the register maintained under section 301, have been so entered.

(b) In our opinion and according to the information and explanations given to us,the trans-actions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The company has not accepted any deposits from the public during the year 2010-11.

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

viii. As informed to us the Central Government has not prescribed maintinance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the activities of the company.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, Income tax, Sales tax, Wealth tax, Custom duty, Excise duty, Cess and other statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us by the management no disputed amount is payable in case of Sale tax, Income Tax, Custom duty, Excise duty, Cess.

x. Company's accumulated losses are less than 50% of its networth and company has incurred cash lossess during the financial year covered by our audit and no cash loss in the immediately preceding financial year.

xi. As informed to us the Company has not defaulted in repayment of dues to any financial institution, Bank or debenture holders.

xii. Based on our examination of documents records and information given by the company, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Provisions of Chit Fund nidhi/mutual benefit fund/societies are not applicable to the company.

xiv. The company is not dealing or trading in shares , securities, debentures or other investments' and hence, the related reporting requirement of Para 4 (xiv) are not applicable to the company.

xv. The company has not given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company.

xvi. The Company has not received term loan during the year.

xvii. The company has neither applied short term funds raised for long-term investments nor applied long term funds raised for short-term investments.

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

xix. During the period covered by our audit report, the company has not issued debentures.

xx. During the period covered by our audit report, the company has not raised any money by public issues .

xxi. 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 Ashok K. Jain Chartered Accountants

Sd/-

Ashok K. Jain Proprietor M. No. 36120

Place :- Mumbai Date :- 30.05.2011

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Mar 31, 2010

We have audited the attached Balance Sheet of Filmcity Media Limited, as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date which we have signed under reference to this report.

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 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 (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, 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 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 purposes 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 and 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 and 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 Companies Act, 1956;

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

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; and

(b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

(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

(Referred to in paragraph 3 of our report of even date to the members of Filmcity Media Ltd on the accounts for the Period ended 31st March, 2010).

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

(b) During the year physical verification of Fixed Assets was carried out by the management as per its programme, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. As informed to us no material discrepancies were noticed between book records and physical inventory;

(c) During the year, the company has not disposed off any major part of Fixed Assets.

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii. (a) (i) During the year under audit the company has taken loans from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. No. of party 2 (Two) and amount of Loan Rs. 317876/- (ii) The rate of Interest and other terms and conditions of such Loans are in our opinion prima facie not prejudicial to the interest of the Company.

(iii) There is no Schedule of repayment of Principal and interest payment so we cannot offer any comment.

(b) (i) During the year under audit the company has not granted loans to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are transactions that need to be entered in to the register maintained under Section 301, have been so entered.

(b) In our opinion and according to the information and explanations given to us. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The company has not accepted any deposits from the public during the year 2009-10.

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

viii. As informed to us the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for any of the activities of the company.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, Income tax, Sales tax, Wealth tax, Custom duty, Excise duty, Cess and other statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us by the management no disputed amount is payable in case of Sale tax, Income Tax, Custom duty, Excise duty, Cess.

x. Companys accumulated losses are less than 50% of its net worth and company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. As informed to us the Company has not defaulted in repayment of dues to any financial institution, Bank or debenture holders.

xii. Based on our examination of documents records and information given by the company, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Provisions of Chit Fund nidhi/mutual benefit fund/societies are not applicable to the company.

xiv. The company is not dealing or trading in shares, securities, debentures or other investments and hence, the related reporting requirement of Para 4 (xiv) are not applicable to the company.

xv. The company has not given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company.

xvi. The Company has received term loan during the year and has applied for the purposes for which. they were raised.

xvii. The company has neither applied short term funds raised for long-term investments nor applied long term funds raised for short-term investments.

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

xix. During the period covered by our audit report, the company has not issued debentures.

xx. During the period covered by our audit report, the company has not raised any money by public issues.

xxi. 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 Ashok K. Jain

Chartered Accountants

Sd/-

(Ashok K. Jain)

Place:-Mumbai Proprietor

Date :-29.05.2010 M. No. 36120