Auditor Report of Globus Corporation Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of GLOBUS CORPOORATION LIMITED as at 31st March, 2014, the Profit & Loss Account of the Company for the period ended on that date, the cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory information annexed thereto.

Management s Responsibility for the Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 (''the Act'') read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit includes examining, on a test basis, evidence supporting 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 entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) Order, 2004 (together ''the order), 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 paragraph 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred below, we report that.

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

b) In our opinion proper books of account, as required by law have been kept by the Company, so far as appears from our examination of such books maintained at the Head Office and at the Factory.

c) The Balance Sheet, Profit and Loss Ac count and Cash Flow Statement dealt with by this report are in agreement with the books of account, maintained at the Head Office and at the Factory.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the applicable accounting standards, referred in section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 31 March, 2014, and taken on record by the Board of Directors of the company, we report that none of the directors is disqualified from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

Auditors Opinion

In our opinion & to the best of our information & according to the explanations given to us, except and subject to our qualification as given in notes (scheduled 17) under clause no. 2 (P art B), the said accounts together with the other notes thereon and attached thereto give the information required by the Companies Act, 1956, in the manner so required and give a true & 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 31 M arch, 2014

ii) In the case of the Profit & Loss Account, of the Company for the period ended on that date; and In the case of the Cash Flow Statement, of the cash flows for the year ended on that date,

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in paragraph 1 of our Report of even date to the Members of Globus Corpooration Limited.)

(i) In Respect Of Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, except for some of the network equipments taken over in the Scheme of Arrangement where the records are maintained for group of similar assets and not for each individual asset. The fixed assets register does not contain item-wise depreciation and accumulated depreciation.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification. As informed, no material discrepancies were noticed on such verification. In our opinion, the frequency of the physical verification of the network equipment needs to be improved further having regard to the size of the Company and the nature of its assets.

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

(ii) In Respect Of Its Inventory:

(a) The management has conducted physical verification of inventory at year end.

(b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As informed, 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 (''the Act''). Accordingly, the provisions of Clause 4 (iii) (b), (c) and (d) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(b) The Company had taken loan from company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs.50, 09,293/- and the year- end balance of loans taken from such party was Rs.- 5,51,351/-.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(d) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets, sale of goods and advertising and carriage services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. However, the internal control system for the sale of services for analogue subscription is inadequate since the Company does not have written agreements with customers in some cases which are an industry issue as per management.

(iv) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered.

(v) The Company has not accepted any deposits or Fixed Deposits from the public with the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

(vi ) To the best of our knowledge and as explained, the Central Government has prescribed maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Act for the products of the Company. Also as informed by the Company it has taken necessary steps to implement the system.

(vii) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees. state insurance are paid by the company in time, income tax, sales tax, have not generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees. state insurance, income tax, wealth tax, service tax, sales tax, customs duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

Name of the Statue Natue of Dues Amount in Rs. Details of Payment Maharashtra Sales Tax Sales Tax as reported in notes on accounts.

Income Tax Income Tax as reported in notes on accounts.

(c) In our opinion, the accumulated losses at the end of the financial year are more than 50% (fifty percent) of its net worth.

(viii) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution and banks, including interest payments as per rescheduled dates in a few cases. The Company has not issued any debentures.

(ix) As explained to us, the Company has a regular procedure for the determination of unserviceable damaged stores, raw materials and finished goods. Adequate provisions have been made in the accounts for the loss arising on the items so determined

(x) 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, debentures and other securities.

(xi) 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 the Companies (Auditors Report) Order, 2003 (as. amended) are not applicable to the Company.

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

(xiii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act.

(xiv) The Company has not raised money by public issues during the year.

(xv) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the 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 SANDIP V. DOSHI & CO. Chartered Accountants

(Sandip V. Doshi) Proprietor Membership No. 048949 Place : Mumbai Date : 16 th May, 2014

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Mar 31, 2012

We have audited the attached Balance Sheet of GLOBUS CORPOORATION LIMITED as at 31st March, 2012 and the Profit & Loss Account of the Company for the period ended on that date and the cash flow statement for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Company. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditors' Report) Order, 2004 (together 'the order'), issued by the Central Government of India in terms of in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred below, we report that:

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

b) In our opinion proper books of account, as required by law have been kept by the Company, so far as appears from our examination of such books maintained at the Head Office and at the Factory.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account, maintained at the Head Office and at the Factory.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the applicable accounting standards, referred in section 211 (3C) of the Companies Act, 1956.

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

f) In our opinion & to the best of our information & according to the explanations given to us, except and subject to our qualification as given in notes (scheduled 17) under clause no.2 (Part B), the said accounts together with the other notes thereon and attached thereto give the information required by the Companies Act, 1956, in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2012

ii) In the case of the Profit & Loss Account, of the Company for the period ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 of our Report of even date to the Members of Globus Corpooration Limited.)

(i) In respect of fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, except for some of the network equipments taken over in the Scheme of Arrangement where the records are maintained for group of similar assets and not for each individual asset. The fixed assets register does not contain item-wise depreciation and accumulated depreciation.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification. As informed, no material discrepancies were noticed on such verification. In our opinion, the frequency of the physical verification of the network equipment needs to be improved further having regard to the size of the Company and the nature of its assets.

(ii) In respect of its inventory:

(a) The management has conducted physical verification of inventory at year end.

(b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As informed, 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 ('the Act') .Accordingly, the provisions of Clause 4 (iii) (b), (c) and (d) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(b) The Company had taken loan from one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs. 71,11,684/- and the year- end balance of loans taken from such party was Rs. 69,31,684/-

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(d) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets, sale of goods and advertising and carriage services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. However, the internal control system for the sale of services for analogue subscription is inadequate since the Company does not have written agreements with customers in some cases which are an industry issue as per management.

(iv) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered.

(v) The Company has not accepted any deposits or Fixed Deposits from the public with the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

(vi) To the best of our knowledge and as explained, the Central Government has prescribed maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Act for the products of the Company. Also as informed by the Company it has taken necessary steps to implement the system.

(vii) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees. state insurance, income tax, sales tax, wealth tax, service tax, customs duty, cess have not generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees, state insurance, income tax, wealth tax, service tax, sales tax, customs duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

Name of the Statue Nature of Dues Amount in Rs. Details of Payment

Income Tax Act INCOMETAX DUES Rs.801961/- AMOUNT PAYABLE

(c) The Company is regularly paying the ESIC and PF in time.

(d) In our opinion, the accumulated losses at the end of the financial year are not more than fifty percent of its net worth.

(viii) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution and banks, including interest payments as per rescheduled dates in a few cases. The Company has not issued any debentures.

(ix) As explained to us, the Company has a regular procedure for the determination of unserviceable / damaged stores, raw materials and finished goods. Adequate provisions have been made in the accounts for the loss arising on the items so determined

(x) 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, debentures and other securities.

(xi) 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 the Companies (Auditors Report) Order, 2003 (as.amended) are not applicable to the Company.

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

(xiii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act.

(xiv) The Company has not raised money by public issues during the year.

(xv) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the 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 SANDIP V. DOSHI & CO

Chartered Accountants

(Sandip V. Doshi)

Place : Mumbai Proprietor

Date : 13th August, 2012 Membership No. 048949

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Mar 31, 2011

We have audited the attached Balance Sheet of GLOBUS CORPORATION LIMITED as at 31st March, 2011 and the Profit & Loss Account of the Company for the period ended on that date and the cash flow statement for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Company. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditors' Report) Order, 2004 (together 'the order'), issued by the Central Government of India in terms of in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred below, we report that:

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

b) In our opinion proper books of account, as required by law have been kept by the Company, so far as appears from our examination of such books maintained at the Head Office and at the Factory.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account, maintained at the Head Office and at the Factory.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the applicable accounting standards, referred in section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 31 March, 2010, and taken on record by the Board of Directors of the company, we report that none of the directors is disqualified from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) In our opinion & to the best of our information & according to the explanations given to us, except and subject to

our qualification as given in notes (scheduled 17) under clause no.2 (Part B), the said accounts together with the other notes thereon and attached thereto give the information required by the Companies Act, 1956, in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the State of affairs of the Company as at 31St March, 2011

ii) In the case of the Profit & Loss Account, of the Company for the period ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 of our Report of even date to the Members of Globus Corpooration Limited.)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, except for some of the network equipments taken over in the Scheme of Arrangement where the records are maintained for group of similar assets and not for each individual asset. The fixed assets register does not contain item-wise depreciation and accumulated depreciation.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification. As informed, no material discrepancies were noticed on such verification. In our opinion, the frequency of the physical verification of the network equipment needs to be improved further having regard to the size of the Company and the nature of its assets.

(ii) (a) The management has conducted physical verification of inventory at year end.

(b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As informed, 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 ('the Act').Accordingly, the provisions of Clause 4 (iii) (b), (c) and (d) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(b) The Company had taken loan from one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs.35,46,956/- and the year- end balance of loans taken from such party was Rs. 58,90,684/-.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(d) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets, sale of goods and advertising and carriage services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. However, the internal control system for the sale of services for analogue subscription is inadequate since the Company does not have written agreements with customers in some cases which are an industry issue as per management.

(iv) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered.

(v) The Company has not accepted any deposits or Fixed Deposits from the public with the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

(vi) To the best of our knowledge and as explained, the Central Government has prescribed maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Act for the products of the Company. Also as informed by the Company it has taken necessary steps to implement the system.

(vii) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees. state insurance, income tax, sales tax, wealth tax, service tax, customs duty, cess have not generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious. The provisions of excise duty are not applicable to the Company.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees. state insurance, income tax, wealth tax, service tax, sales tax, customs duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

Name of the Statue Nature of Dues Amount in Rs. Details of Payment

Income Tax Act T.D.S Rs. 8,840/- Paid on 07.04.2011

Maharashtra Sales Tax Sales Tax Nil

A. P. Commercial Taxes Vat Tax Rs. 47062/- Paid on 19.04.2011

(c) According to the information and explanation given to us and based on the records of the Company had paid the old arrears of PF Rs.64,111/- on 17th May,2010 for the period from 2005 to 2010.Since then The Company is regularly paying the ESIC and PF in time.

(d) In our opinion, the accumulated losses at the end of the financial year are not more than fifty percent of its net worth.

(viii) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution and banks, including interest payments as per rescheduled dates in a few cases. The Company has not issued any debentures.

(ix) As explained to us, the Company has a regular procedure for the determination of unserviceable / damaged stores, raw materials and finished goods. Adequate provisions have been made in the accounts for the loss arising on the items so determined

(x) 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, debentures and other securities.

(xi) 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 the Companies (Auditors Report) Order, 2003 (as.amended) are not applicable to the Company.

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

(xiii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act.

(xiv) The Company has not raised money by public issues during the year.

(xv) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the 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 SANDIP V. DOSHI & CO Chartered Accountants

(Sandip V. Doshi) Proprietor Membership No. 048949

Place : Mumbai Date : 12th Aug, 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of GLOBUS CORPOORATION LIMITED as at 31st March, 2010 and the Profit & Loss Account of the Company for the period ended on that date and the cash flow statement for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Company. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) Order, 2004 (together the order), issued by the Central Government of India in terms of in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred below, we report that:

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

b) In our opinion proper books of account, as required by law have been kept by the Company, so far as appears from our examination of such books maintained at the Head Office and at the Factory.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account, maintained at the Head Office and at the Factory.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the applicable accounting standards, referred in section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 31 March, 2010, and taken on record by the Board of Directors of the company, we report that none of the directors, except Dr. Mahendra C. Shah, is disqualified as on 25th June 2010 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) In our opinion & to the best of our information & according to the explanations given to us, except and subject to our qualification as given in notes (scheduled 17) under clause no.2 (Part B), the said accounts together with the other notes thereon and attached thereto give the information required by the Companies Act, 1956, in the manner so required and give a true & 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 31 St March, 2010

ii) In the case of the Profit & Loss Account, of the Company for the period ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 of our Report of even date to the Members of Globus Corpooration Limited)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, except for some of the network equipments taken over in the Scheme of Arrangement where the records are maintained for group of similar assets and not for each individual asset. The fixed assets register does not contain item-wise depreciation and accumulated depreciation.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification. As informed, no material discrepancies were noticed on such verification. In our opinion, the frequency of the physical verification of the network equipment needs to be improved further having regard to the size of the Company and the nature of its assets.

(ii) (a) The management has conducted physical verification of inventory at year end.

(b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As informed, 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 (the Act).Accordingly, the provisions of Clause 4 (iii) (b), (c) and (d) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(b) The Company had taken loan from one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs.33,49,787/- and the year- end balance of loans taken from such party was Rs. 13,28,684/-.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(d) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets, sale of goods and advertising and carriage services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. However, the internal control system for the sale of services for analogue subscription is inadequate since the Company does not have written agreements with customers in some cases which are an industry issue as per management.

(iv) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered.

(v) The Company has not accepted any deposits or Fixed Deposits from the public with the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

(vi) To the best of our knowledge and as explained, the Central Government has prescribed maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Act for the products of the Company. Also as informed by the Company it has taken necessary steps to implement the system.

(vii) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees, state insurance, income tax, sales tax, wealth tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious. The provisions of excise duty are not applicable to the Company.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees, state insurance, income tax, wealth tax, service tax, sales tax, customs duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

Name of the Statue Nature of Dues Amount in Rupees Date of Payment

Income Tax Act T.D.S 12,471/- 07.04.2010

Income Tax Act Fringe Benefit Tax 9,500/- Yet to pay

(c) According to the information and explanation given to us and based on the records of the Company there were neither deductions nor payments made against Provident Fund etc. The Company is regularly paying the ESIC in time.

(d) In our opinion, the accumulated losses at the end of the financial year are not more than fifty percent of its net worth.

(viii) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution and banks, including interest payments as per rescheduled dates in a few cases. The Company has not issued any debentures.

(ix) As explained to us, the Company has a regular procedure for the determination of unserviceable / damaged stores, raw materials and finished goods. Adequate provisions have been made in the accounts for the loss arising on the items so determined

(x) 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, debentures - and other securities.

(xi) 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 the Companies (Auditors Report) Order, 2003 (as.amended) are not applicable to the Company.

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

(xiii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act.

(xiv) The Company has not raised money by public issues during the year.

(xv) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the 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 SANDIP V. DOSHI & CO

Chartered Accountants

(Sandip V. Doshi)

Mumbai : 31st July, 2010. Proprietor

Membership No. 048949