Auditor Report of Koffee Break Pictures Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of Koffee Break Pictures Limited (the "Company"), which comprise the Balance Sheet as at March 31st, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial 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'' of India (the "Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose for expressing 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.

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

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required 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 31st, 2014;

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

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

Report on Other Legal and Regulatory Requirements

7. 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 Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 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 dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act and;

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of Koffee Break Pictures Limited on the financial statements as of and for the year ended 31st March, 2014.

i. a) The Company is maintaining proper records showing full particulars, including quantitative

details and situation, of fixed assets.

b) The company has a program for phased physical verification of all its fixed assets which in our opinion, is reasonable having regard to size of company and nature of its assets. As informed, no material discrepancies have been noticed on such verification.

c) The company has disposed off a substantial part of its fixed assets during the year however; the going concern assumptions remain unaffected.

ii. a) The management has conducted physical verification of fixed assets at reasonable intervals during the year.

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) The company has not given any unsecured interest free loan during previous years to parties mentioned in the register maintained u/s 301 of the Act.

b to d) Since the company has not given any unsecured loans to the parties covered in the register maintained u/s 301 of the Act, hence paragraph (iii) (b) (c) and (d) of the order, are not applicable

e) The company has not taken any new unsecured interest free loans from parties covered in the register maintained u/s 301 of the Act under review.

g) Since the company has not taken any loans from the parties covered in the register maintained u/s 301 of the Act, hence paragraph (iii) (f) and (g) of the order, are not applicable.

iv. 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, fixed assets and sale of its products and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v. a) To the best of our knowledge and belief and according to the according to the information''s and explanations give to us, we are of the opinion that 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; and

b) Transaction 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 deposit from public. Therefore, the provision of clause 4 (vi) of the Order are not applicable to the Company.

vii. The company does not have formal internal audit system but its financial and internal checks ensures proper recording of financial transactions

viii. The maintenance of cost records has not been prescribed by the Central Government u/s (d) of sub-section (1) of section 209 of the Companies Act, 1956.

ix. According to the information and explanations given to us and record of the company examined by us, there are no disputed dues of any statute liabilities. As per our information, no disputed case is pending

x. According to the information and explanations given to us, the company has accumulated losses of '' 3,81,02,665/- at the end of the financial year and it has not incurred cash losses during the current year but had incurred cash loss of '' 14,389,301/- in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not made any delay in repayment of dues to a financial institution or bank

xii. In our opinion and 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, debenture and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the order, are not applicable to the Company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provision of clause 4 (xiv) of the order, are not applicable to the company

xv. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loan taken by others from banks or financial institution.

xvi. The Company has not raised term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

xvii. According to the information and explanation 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 by the company.

xviii. According to information and explanation provided to us and on the basis of records examined by us, the company has not made preferential allotment of equity shares to companies/persons covered in the registered maintained u/s 301 of the Companies Act, 1956.

xix. The Company has not issued debentures during the year under review and therefore the provision of clause 4(xix) of the Order, are not applicable to the company.

xx. During the year covered by our audit report, the Company has not raised any money by way of public issue.

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

For Agarwal Desai & Shah Chartered Accountants Firm Reg. No.124850W

Rishi Shekhri Place : MUMBAI. Partner Date : 30th May, 2014 Membership No. 126656

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Mar 31, 2013

1. We have audited the attached Balance Sheet of KOFFEE BREAK PICTURES LIMITED as at 31st March, 2013, the profit and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express the opinion on these financial statements based on audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to 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 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) (hereinafter referred to as "the order") issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, (herein after refer to as "the act") 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 accounts are required by law have been kept by the Company so far as appears from the examination of those books;

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

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

v. On the basis of written representations received from the directors as on 31st March, 2013 and taken on record by the Board, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956;

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

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013,

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

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

Annexure referred to the Auditors'' Report

(Referred to in paragraph 3 of our report of even date)

i. a) The company has maintained records to showing full particulars, including quantitative details and situation of Fixed Assets.

b) The company has a program for phased physical verification of all its fixed assets which in our opinion, is reasonable having regard to size of company and nature of its assets. As informed, no material discrepancies have been noticed on such verification.

c) The company has disposed off a substantial part of its fixed assets during the year however; the going concern assumptions remain unaffected.

ii. a) The management has conducted physical verification of fixed assets at reasonable intervals during the year.

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) The company has not given any unsecured interest free loan during previous years to parties mentioned in the register maintained u/s 301 of the Act.

b to d) Since the company has not given any unsecured loans to the parties covered in the register maintained u/s 301 of the Act, hence paragraph (iii) (b) (c) and (d) of the order, are not applicable

e) The company has not taken any new unsecured interest free loans from parties covered in the register maintained u/s 301 of the Act under review

f to g) Since the company has not taken any loans from the parties covered in the register maintained u/s 301 of the Act, hence paragraph (iii) (f) and (g) of the order, are not applicable.

iv. 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, fixed assets and sale of its products and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v. a) To the best of our knowledge and belief and according to the according to the information''s and explanations give to us, we are of the opinion that 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; and

b) Transaction 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 deposit from public. Therefore, the provision of clause 4 (vi) of the Order are not applicable to the Company.

vii. The company does not have formal internal audit system but its financial and internal checks ensures proper recording of financial transactions.

viii. The maintenance of cost records has not been prescribed by the Central Government u/s (d) of sub-section (1) of section 209 of the Companies Act, 1956.

ix. According to the information and explanations given to us and record of the company examined by us, there are no disputed dues of any statute liabilities. As per our information, no disputed case is pending.

x. According to the information and explanations given to us, the company has accumulated losses of Rs.3,31,24,008 at the end of the financial year and it has not incurred cash losses during the current year but had incurred cash loss of Rs.14, 06, 396 in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not made any delay in repayment of dues to a financial institution or bank.

xii. In our opinion and 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, debenture and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the order, are not applicable to the Company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the Provision of clause 4 (xiv) of the Order, are not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loan taken by others from banks or financial institution.

xvi. The Company has not raised term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

xvii. According to the information and explanation 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 by the company.

xviii. According to information and explanation provided to us and on the basis of records examined by us, the company has not made preferential allotment of equity shares to companies/persons covered in the registered maintained u/s 301 of the Companies Act, 1956.

xix. The Company has not issued debentures during the year under review and therefore the provision of clause 4(xix) of the Order, are not applicable to the company.

xx. During the year covered by our audit report, the Company has not raised any money by way of public issue.

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

For AGARWAL DESAI & SHAH

Chartered Accountants

Firm Reg. No.124850W

Rishi Shekhri

Partner

Membership No. 126656

Mumbai, May 30, 2013

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Mar 31, 2011

1. We have audited the attached Balance Sheet of KOFFEE BREAK PICTURES LIMITED as at 31st March, 2011, the profit and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express the opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to perform the audit to obtain reasonable assurance about whether the financial statements are free 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 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) (hereinafter referred to as "the order") issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, (herein after refer to as "the act") 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 accounts are required by law have been kept by the Company so far as appears from the 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 accounts;

iv. In our opinion the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

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 Act;

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 notes appearing thereon, give the information as required by the Act in the manner so required and give a true and Mr 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 and Loss Account, of the Profit of the Company for the year ended on that date.

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

Annexure referred to the Auditors' Report (Referred to in paragraph 3 of our report of even date)

i. a) The company has maintained proper records to showing full particulars, including quantitative details and situation of Fixed Assets.

b) The company has a program for phased physical verification of all its fixed assets which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As informed, no material discrepancies have been noticed on such verification.

c) The company has disposed off a substantial part of its fixed assets during the year however; the going concern assumptions remain unaffected.

ii. a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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) The company has not given any unsecured interest free loan during previous year to parties mentioned in the register maintained u/s 301 of the Act.

b to d) Since the company has not given any loan to the parties covered in the register maintained u/s 301 of the Act, hence paragraph (iii) (b) (c) and (d) of the order, are not applicable

e) The company has not taken any new unsecured interest free loans from parties covered in the register maintained u/s 301 of the Act during the year under review. However, the loan amounting to Rs. 10.05 lacs being carry forward from the previous year whereas maximum outstanding during the year was Rs 10.05 lacs. Such loan is being accepted by the company from one of its directors covered in the register maintained u/s 301 of the Act

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

g) In respect of the aforesaid interest free loans taken by the company, the principal amount is repayable on demand.

iv. 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, fixed assets and sale of its products and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v. 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 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; and

b) 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 deposit from public. Therefore, the provisions of clause 4 (vi) of the Order are not applicable to the Company.

vii. The company has appointed a firm of Chartered Accounted for Internal Audit and scope and coverage of the same is commensurate with the size and nature of the business of the Company.

viii. The maintenance of cost records has not been prescribed by the Central Government u/s (d) of sub-section (1) of section 209 of the Companies Act, 1956.

ix. According to the information and explanations given to us and record of the company examined by us, there are no disputed dues of any statute liabilities. As per our information, no disputed case is pending.

x. *The company does not have accumulated losses at the end of financial year and it has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

xii. In our opinion and 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, debenture and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the order, are not applicable to the Company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provision of clause 4 (xiv) of the Order, are not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loan taken by others from banks or financial institution.

xvi. The Company has not raised any term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

xvii. According to the information and explanation 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 by the company.

xviii. According to information and explanation provided to us and on the basis of records examined by us, the company has not made any preferential allotment during the year.

xix. The Company has not issued debentures during the year under review and therefore the provision of clause 4(xix) of the Order, are not applicable to the company.

xx. During the year covered by our audit report, the Company has not raised any money by way of public issue.

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

For AGARWAL DESAI & SHAH Chartered Accountants Firm Reg. No. 124850W

Sd/-

Rishi Shekhri Partner

Membership No. 126656

Place: Mumbai Date: 30th May, 2011