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Auditor Report of Gravity (India) Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of Gravity (India) Limited which comprise the Balance Sheet as at March 31, 2014, and 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

2. 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 General Circular 15/2013 dated 13th 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

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

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the 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 Profit and Loss Account, of the Profit/ 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

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

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

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

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

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

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

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

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Gravity (India) Limited ("the Company) on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such Verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(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 on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical Verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories and fixed assets and payment for expenses and for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information and explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Income-tax, Sales-tax, Wealth Tax, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, sales tax, and excise duty which have not been deposited on account of any disputes.

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

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

12. According to the information and explanations given 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.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Accordingly, clause 4(xv) of the order is not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For : J C KABRA & ASSOCITATES Chartered Accountants Firm Registration No :115749W

(CA. J.D.Kabra) Place: Mumbai Partner Date: 30th May, 2014 Mem. No. 038525


Mar 31, 2012

1. We have audited the attached Balance Sheet of Gravity (India) Limited as at 31 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. 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.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit & 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 subject to annexure referred in Paragraph 3 above, in clauses and in notes to the accounts , Note No. "23". In the absence of the information with the company, the quantum of the same could not be determined;

e. On the basis of the written representations received from the directors as on 31 March 2012, and taken on record by the board of directors, we report that none of the directors is disqualified as on 31 March 2012 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 and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Companies Act, 1956, 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 31 March, 2012;

(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Annexure to the Auditor's Report

Referred to in paragraph 3 of the Auditor's Report of even date to the members of Gravity (India) Limited on the financial statements as of and for the year ended 31 March 2012

1) a) The Company has maintained proper records showing

full particulars, including quantitative details and situation of fixed assets

b) The fixed assets have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed. The fixed assets register is in the process of updation.

c) The company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

2) a) As explained to us, the inventories have been physically

verified by management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, 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, the registers being in process of updation. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) a) The Company has granted unsecured loans to companies, firm or other parties listed in the register maintained under section 301 of the Act.

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

c) In respect of the aforesaid loans, the Company is regularly receiving the principal and interest thereon.

d) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, reporting requirements as per paragraphs 4(iii)(f) and (g) of the order are not applicable.

4) In our opinion and according to the information and explanations given to us, the internal control procedures need to be strengthened to be commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and forthe sale of goods.

5) a) Tothebestofourknowledgeandbeliefandaccordingto

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

b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rs. 5 Lakh in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

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

7) The company has no internal audit system.

8) The Company, is not required to maintain accounts and records prescribed by the central government under section 209(1 )(d) of the Companies Act, 1956.

9) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Income-tax, Sales tax, Custom Duty, Excise Duty, Cess and other material Statutory Dues applicable to it (Except those mentioned in Note 9 in notes No.23) with the appropriate authorities. There were no arrears as at 31 March, 2012 for a period of more than six months from the date they became payable.

10) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the reporting financial year and the immediately preceding financial year.

11) According to the information and explanations given to us, (except Note 6 of Notes No.23) the company has not defaulted in repayment of any dues to a financial institution or bank. However the Company has not provided any interest in the books of accounts on the secured loan availed from The Madhavpura Mercantile Co-operative Bank Ltd. In absence of the information, the quantum of the same cannot be determined. The company has at no time issued any debentures.

12) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and othersecurities.

13) The company is not a chit fund or a Nidhi mutual benefit fund/society. Therefore the requirement of clause 4(xiii) of the order is not applicable to the Company.

14) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xv) of the order is not applicable to the Company.

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

16) As per information and explanations given to us, the Company has not obtained any term loan during the year.

17) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investment. No long term funds have been used to finance short-term assets.

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

19) According to the information and explanations given to us, the Company has not issued any secured debentures. Hence, clause 4(xix) of the order is not applicable to the company.

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

21) 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 fraud on or by the Company, noticed or reported during the year, nor we have been informed of any such case by the management.



For J C KABRA & ASSOCIATES

Chartered Accountants

Firm registration No 115749W

(CA.J.D. Kabra)

Place: Mumbai Partner

Date : 5,hSeptember, 2012 Membership No. 38525


Mar 31, 2011

1. We have audited the attached Balance, Sheet of Gravity (India) Limited as at 31st March, 2011 , the Profit and Loss Account and also 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. 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,

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the companies (Auditor's Report) (amended (order, 2004 ("Together the order" ((hereinafter referred to as the CARO 2003) issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account.

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. except Accounting standard 9,13,15 & 16 as referred to in notes no. 3,4,5,6 in notes to accounts of schedule "19" in the absence of the information with the company, the quantum of the same could not be determined

v) Based on the representation made, the directors of the Company do not prima facie have any disqualification as on 31st March, 2011 from being appointed as a director as referred to in section 274(1)(g) of the companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and Notes on Accounts in Schedule 19 and 20 those appearing elsewhere in the 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 31st March, 2011,

b) in the case of the Profit and Loss Account, of the profit of the Company 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.

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2011 OF GRAVITY (INDIA) LIMITED.

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals. No material discrepancies were noticed on such verification.

(c) During the year, there was no disposed of substantial part of fixed assets and hence the going concern of the Company is not effected,

(ii) (a) As explained to us, the inventories have 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) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii)(a)The company has granted loans & advances unsecured, to companies, firm or other parties listed in the register maintained under section 301 of the Act.

(b)The rate of interest and other terms and conditions of the loans/advances were prima facie not prejudicial to the interest of the Company.

(c)The payment of principal amount are as stipulated has been changed on some of the loans and advances.

(d) The company has not taken any loans, therefore provision of sub clause (e)(f) and (g) of clause 4(iii) of the CARO 2003 are not applicable of the company.

(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, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, no major weakness has been noticed in these internal controls.

(v) In respect of transaction covered under section 301 of the Act,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transaction that need to be entered into the register maintained undersection301 of the Act have been so entered.

(b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rs. 5 Lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepte any deposit from the public.

(vii) The company has no internal audit system, however, as explained to us the company has an internal check system commensurate with its size and nature of its business.

(viii) The Company, in our opinion and according to the information and explanations given to us, is not required to maintain accounts and records as prescribed by the central government under section 209(1 )(d) of the Companies Act,1956.

(ix) In respect of statutory dues, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, , Income-tax, Sales tax, Custom Duty, Excise Duty, Cess and other material Statutory Dues applicable to it (Except see Note 10 in notes to accounts of schedule : 19) There were no arrears at 31st March, 2011 for a period of more than six months from the date they became payable.

(x) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the financial year under report and the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company (Refer, notes no. 6 in notes to accounts of schedule "19") has not defaulted in repayment of any dues to a financial institution or bank, However secured loan from The Madhavpura Mercantile Co-operative Bank Ltd., as informed to us, the Company had not provided interest on aforesaid loan in the accounts. In absence of the information with the Company, the quantum of the same could not be determined. The company has at no time issued any debenture.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a Nidhi mutual benefit fund/ society. Therefore the provisions of clause 4(xiii) of the (CARO 2003) are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading (except for investments purposes) in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the (CARO 2003) are not applicable to the Company. All the investments are held by the Company in its own name.

(xv) The Company, according to the information and explanations given to us, has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) On the basis of the records examined by us, and relying on the information complied by the company for co-relating the funds raised to the end use of the term loans, we have to state that, the company has, prima-facie, applied the term loan for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except long term working capital.

(xviii)The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures. Accordingly, the provisions of clause 4 (xix) of the (CARO 2003) are not applicable to the Company.

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

(xxi) According to the information and explanation given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the company during the course of our audit.

For J C KABRA & ASSOCIATES Chartered Accountants

(CA J.D. Kabra) Partner Membership No. 38525 FirmRegi.: 115749-W

Place: Mumbai Date : 18th August, 2011


Mar 31, 2010

1. We have audited the attached Balance, Sheet of Gravity (India) Limited as at 31st March, 2010, the Profit and Loss Account and also 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. 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,

3. As required by the Companies (Auditor s Report) Order, 2003, as amended by the companies (Auditor s Report) (amended) order, 2004 ("Together the order") (hereinafter referred to as the CARO 2003) issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs4and5ofthesaid order.

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

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

ii) In our opinion. proper books of Account as required by law have been kept bythe Company, so far as appears from our examination of those books.

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account.

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. except Accounting standard 9,13,15 & 16 as referred to in notes no. 3,4,5,6 in notes to accounts of schedule "20" in the absence of the information with the company, the quantum of the same could not be determined.

v) Based on the representation made, the directors of the Company do not prima facie have any disqualification as on 31st March, 2010 from being appointed as a director as referred to in section 274(1 )
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 Significant Accounting Policies and Notes on Accounts in Schedule 19 and 20 those appearing elsewhere in the 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 31st March, 2010,

b) in the case of the Profit and Loss Account, of the profit of the Company 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.



ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE ON THE FINANCIAL STATEMENT FOR THE YEA ENDED31STMARCH2010OFGRAVITY(IIMDIA) LIMITED.

On the basis of such checks as we considered appropriate and accord ing to the information and explanations given to us during the course of audit, we state that.

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals. No material discrepancies were noticed on such verification.

(c) During the year, there was no disposed of substantial part of fixed assets and hence the going concern of the Company is not effected,

(ii) (a) As explained to us, the inventories have 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) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii)(a)The company has granted loans & advances unsecured.to companies, firm or other parties listed in the register maintained under section 301 of the Act.

(b)The rateof interest and other terms and conditions of the loans /advances were prima facie not prejudicial to the interest of the Company.

(c)Thepayment of principal amount are as stipulated has been changed on some of the loans and advances.

(d)The company has not taken any loans, therefore provision of sub clause (e) (f) and (g) of clause 4(iii) of the CARO 2003 are not applicable of the company.

(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, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, no major weakness has been noticed in these internal controls.

(v) In respect of transaction covered under section 301 of the Act,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rs. 5 Lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices a re available.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepte any deposit from the public.

(vii) The company has no internal audit system, however, as explained to us the company has an internal check system commensurate with its size and nature of its business.

(viii) The Company, in our opinion and according to the information and explanations given to us is not required to maintain accounts and records as prescribed by the central government under section 209(1 )(d)oftheCompaniesAct.1956.

(ix) In respect of statutory dues, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, , Income-tax, Sales tax, Custom Duty Excise Duty, Cess and other material Statutory Dues applicable to it (Except see Note 10 in notes to accounts of schedule : 20) There were no arrears at 31st March, 2010 for a period of more than six months from the date they became payable.

(x) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the financial year under report and the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company (Refer, notes no. 6 in notes to accounts of schedule 20") has not defaulted in repayment of any dues to a financial institution or bank, However secured loan from The Madhavpura

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a Nidhi mutual benefit fund/ society. Therefore the provisions of clause 4(xiii) of the (CARO 2003) are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading (except for investments purposes) in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the (CARO 2003) are not applicable to the Company. All the investments are held by the Company in its own name.

(xv) The Company, according to the information and explanations given to us, has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) On the basis of the records examined by us, and relying on the information complied by the company for co relating the funds raised to the end use of the term loans, we have to state that, the company has, prima - facie. applied the term loan for the purpose for which (hey were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except long term working capital.

(xviii)The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures. Accordingly, the provisions of clause4 (xix) of the (CAR02003) are not applicable to the Company.

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

(xxi) According to the information and explanation given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the company during the course of our audit.



For J CKABRA& ASSOCIATES

Chartered Accountants

(J. D. Kabra)

Place : Mumbai Partner

Date : 18th August, 2010 Membership No. 38525

Firm Regi.: 115749-W

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