Auditor Report of Moving Picture Company (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s Moving Picture Company (India) Limited, ("the Company"), which comprise the Balance Sheet as at March 31,2015, 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.

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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 31st, 2015;

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; and

e. On the basis of written representations received from the directors as on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of section 164(2) of the Act.

f. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company did not have any pending litigations.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

The Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of the Our Report of even date to the members of M/s Moving Picture Company (India) Limited, on the accounts of the company for the year ended 31st March, 2015.

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. As explained to us, the company is not in the business of trading, manufacturing, mining or processing and as such, it does not hold inventory and hence did not require physical verification, as such para3(ii) of the order is not applicable to the Company.

3. 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 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a) and iii(b) of the order 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 system commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and payment for expenses & 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. Based on the audit procedures applied by us and according to the information and explanations provided by the management, directives issued by Reserve Bank of India and the provision of section 73 to 76 or any other relevant provisions of Companies Act is not applicable to the deposits accepted by the company.

6. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under sub-section (1) of section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, 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, 2015 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, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

(c) According to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provision of the Companies Act 2013.

8. The company has an accumulated loss of Rs. 22,52,84,892/- until the end of the year under review.

9. 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.

10. 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.

11. 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.

12. 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 : K L Datta and Company

Chartered Accountants

FRN:001127C

(V.K. Datta)

(Partner)

Membership No. : 070466

Place: New Delhi

Date : 30.05.2015

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Mar 31, 2009

1. We have audited the attached balance sheet of MOVING PICTURE COMPANY (INDIA) LIMITED as at 31 March 2009 and also the profit and los- . account and the cash flow statement for the year ended on that date annexed thereto. These financial statements arc the responsibility of the company; 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 basi.-. evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides ;i reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order. 2003 issued by the Central Government of India in terms of 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, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

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

(e) On the basis of written representations received from the directors, as at 31 March 2009 and taken on records by the board of Directors, we do hereby certify that none of the directors of the company as at 31 March 2009 is disqualified for appointment as a director in terms of clause (g) of subsection (I) of section 274 of the Companies Act, 1956 on the said date;

(f) 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 Accounting Policies and Notes to 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 31 March 2009;

(b) in the case of the profit and loss Account, of the loss for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in Paragraph-3 of the Auditors Report to the Members of M/s. MOVING PICTURE COMPANY (INDIA) LIMITED on the accounts for the year ended 31 March 2009.

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

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verification, which, in our opinion, is reasonable, having retard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

(c) No substantial part of the fired assets has been disposed off during the year.

2. (a) The inventory has been physically verified by the management at reasonable intervals.

(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.

(e) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of invcntory. The discrepancies noticed on verification between the physical stocks and book records were not material.

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

(b) Sub-Clauses (b) to (d) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

5. (a) 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) In our opinion and according to the information and explanations given to us. the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 in respect of any parly during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public to which the provisions of section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and the rules made thereunder would apply.

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

8. We have been informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act. 1956.

9. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including employees state insurance, investor education and protection fund, income tax, sales tax. wealth tax, service tax, custom duty. excise duly, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, investor education and protection fund, income tax, wealth tax, service tax. sales tax, customs duty, excise duty and cess were outstanding as at 31 March 2009 for a period of more than six months from the dale they became payable.

(b) According to the records of the company, there are no dues on account of any dispute of income tax. sales lax, wealth tax, custom duty. exercise duty and cess.

10. The accumulated losses Rs. 14.73.07.647.34 of the company at the end of financial year are more than 50% of its net worth. The company has incurred cash loss of Rs. 3,43,72,275.75 during the financial year covered by our audit and Rs. 55,26,097.42 in the immediately preceding financial year.

11. According to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank.

12. Based on our examination of documents and records, we are of the opinion that the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. «

13. Clausc-(xiii) is not applicable to the company.

14. The company is not dealing or trading in shares, securities and debentures except investment in shares and securities for which proper records have been maintained and timely entries have been made in those records. We also report that the company has held such shares and securities in its own name.

15. The company has not given any guarantee lor loan taken by others from bank or financial institution.

16. During the year, the company has not taken any term loan.

17. In our opinion and according to the information and explanations given to us, the funds raised on short terms basis have not been used for long- Icrm investments.

18. During the year, the company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Act and the price at which the shares have been issued is not prejudicial to the interest of the Company.

19 The company has not issued any debentures.

20. No money has been raised by public issues by the company during the year.

21. According to 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.



For UBEROI SOOD & KAPOOR

CHARTERED ACCOUNTANTS

S.D. SHARMA

PARTNER

M. No.80399

Place: Gurgaon

Date : 30 June 2009