Auditor Report of Rap Media Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of RAP MEDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015 , the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. 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 of these standalone 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 controls, 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

3. Our responsibility is to express an opinion on these standalone 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.

4. 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.

5. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31st March, 2015 , and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor's Report) Order, 2015 ('the Order'), issued by the Central Government of India in exercise of powers conferred by sub-section 11 of section 143 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

9. 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 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 it appears from our examination of those books.

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

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

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

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

a. The Company does not have any pending litigations which would impact its financial position

b. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

(Refered to in paragraph 8 under "Report on other Legal and Regulatory Requirements' section of our report of even date on the accounts of RAP MEDIA Limited ("the company") for the year ended 31st March 2015

(i) (a) the company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets;

(b) The fixed assets are being physically verified by the management under a phased programme of verification, which in our opinion is reasonable having regard to the nature and value of its assets. However, no material discrepancies were noticed on such verification.

(ii) The company does not have any Inventories hence reporting on the above clauses are not applicable

(iii) The company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to information and explanation given to us, there is an adequate internal control system commensurate with the size of the company & nature of its business, with regards to fixed assets and Rent income. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) the company has not accepted deposits within the meaning of the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six month from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, in our opinion there are no disputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(c) According to the information and explanations given to us and the records of the Company examined by us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii)In our opinion, the accumulated losses as at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash loss in the financial year ended on that date. The company has not incurred cash loss in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders during the year.

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

(xi) According to the information and explanations given to us, the Company has not taken any term loan during the year.

(xii) According to the information and explanations given to us, we have neither noticed any instance of fraud on or by the Company, noticed or reported during the year, nor was any such instance reported by the Management during the year

For Vinay Gudi & Associates

Chartered Accountants

Firm's Registration No. 129032W

CA. Vinay Gudi

Proprietor

Membership No. 129349

Place of Signature: Mumbai

Date: 27th May, 2015

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Mar 31, 2014

1. We have audited the attached Balance Sheet of M/s RAP Media Limited as at 31st March, 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 the 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 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 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 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 & Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) 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

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; read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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 referred to in para 7 of our audit report of even date

1. a. The Company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.

b. The fixed assets are being physically verified by the management under a phased programme of verification, which in our opinion is reasonable having regard to the nature and value of its assets. However, no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off substantial part of its fixed assets.

2. The company does not have any Inventories hence Paragraph 4(ii)(a), (b), (c) are not applicable

3. a. The company has given unsecured loans to One Company covered in the register maintained under section 301 of the Companies Act, 1956. In respect of the said loan, the maximum amount outstanding at any time during the year was Rs. 6,50,006/- the year end balance is Rs. 6,50,006/-

b. The rate of interest and other terms and conditions of loans given by the company, unsecured, are prima facie not prejudicial to the interest of the company

c. The Principal amounts are repayable on demand and there is no repayments schedule. The interest is payable on demand.

d. In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise in respect of interest, there are no overdue amounts.

e. The company had taken interest free unsecured loan of Rs 90,45,426/- from one of the Director of the company & one party covered in the register maintained under section 301 of the Companies Act, 1956. The said loans taken from both the parties have been fully repaid in the year.

f. The terms and conditions of unsecured loans taken by the company are prima facie not prejudicial to the interest of the company

g. There is no stipulation as to payment of Principle and no interest is chargeable on such loan

4. In our opinion and according to information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company & nature of its business, with regards to fixed assets and Rent income. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. a. Based on the audit procedures applied by us and according to the information and explanations

given to us, transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, transactions made in pursuance of contract or arrangement entered in the register maintained under Section 301 of the

Companies Act, 1956 exceeding an amount of Rs. Five lacs have been made at prices which are reasonable with regard to prevailing market prices at the relevant time.

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

7. The company has an internal audit system commensurate with the size of the Company & nature of the business.

8. The Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act for any of the services rendered by the Company.

9. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

b. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues were in arrears as at 31st March 2014 for a period of more than six month from the date they became payable.

10. In our opinion, the accumulated losses as at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash loss in the financial year ended on that date. The company has not incurred cash loss in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders during the year.

12. 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. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / society are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

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

16. According to the information and explanations given to us, the Company has taken term loan during the year and applied the same for the intended purpose.

17. On the basis of our examination of the books of account and the information and explanations given to us funds raised on short term basis have not been used for long term investments.

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

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

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

21. According to the information and explanations given to us, we have neither noticed any instance of fraud on or by the Company, noticed or reported during the year, nor was any such instance reported by the Management during the year.

For Vinay Gudi & Associates Chartered Accountants Firm No: 129032W

Vinay Gudi Place - Mumbai Proprietor Date - 26th May, 2014 M No : 129349

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the attached Balance Sheet of M/s RAP Media Limited as at 31st March, 2013 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 Ac\ 1956 ("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

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 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 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, 2013;

b) in the case of the Profit and Loss Account, of the profit 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 & Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) 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

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, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in para 7 of our audit report of even date

1. a. The Company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.

b. The fixed assets are being physically verified by the management under a phased programme of verification, which in our opinion is reasonable having regard to the nature and value of its assets. However, no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off substantial part of its fixed assets.

2. a. The stock of inventory has been physically verified by the Management. In respect of inventory lying with third parties, these have been substantially confirmed by them.

b. In our opinion and according to the information and explanations given to us, the procedure for physical verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of Inventory. The discrepancies noticed on physical verification were not material and have been properly dealt with in the accounts.

3. a. The Company has given unsecured loans to one of the Company covered in the Register maintained under Section 301 of the companies Act, 1956. In respect of the said loan, the Maximum amount outstanding at any time during the year was Rs.6,54,105/- the year end balance is Rs. 6,54,105/-.

b. The rate of interest and other terms and conditions of loans given by the company, unsecured, are prima facie not prejudicial to the interest of the company.

c. The principal amounts are re-payable on demand and there is no repayment schedule. The interest is payable on demand.

d. In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not rise in respect of interest, there are no overdue amounts.

e. During the company has taken interest free unsecured loan of Rs 1,53,36,896/- from one of the Director of the Company, and the loan has been fully repaid in the year.

f. The terms and conditions of unsecured loans taken by the company are prima facie not prejudicial to the interest of the company.

g. There is no stipulation as to payment of Principle and interest on such loan.

4. In our opinion and according to information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company & nature of its business, for the purchase of inventory and fixed assets and sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. a. Based on the audit procedures applied by us and according to the information and explanations given to us, transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, transactions made in pursuance of contract or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding an amount of Rs. Five lakhs have been made at prices which are reasonable with regard to prevailing market prices at the relevant time.

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

7. The company has an internal audit system commensurate with the size of the Company & nature of the business.

8. The Central government has not prescribed the maintenance of Cost Records under Section 209(1 )(d) of the Act for any of the services rendered by the Company.

9. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

b. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues were in arrears as at 31st March 2013 for a period of more than six month from the date they became payable.

10. In our opinion, there are no accumulated losses as at the end of the financial year, and it has not incurred cash loss in the financial year ended on that date. The company has not incurred cash loss in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders during the year.

12. 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. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / society are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

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

16. According to the information and explanations given to us, the Company has taken term loan during the year and applied the same for the intended purpose.

17. On the basis of our examination of the books of account and the information and explanations given to us funds raised on short term basis have not been used for long term investments.

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

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

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

21. According to the information and explanations given to us, we have neither noticed any instance of fraud on or by the Company, noticed or reported during the year, nor was any such instance reported by the Management during the year.

For Vinay Gudi & Associates

Chartered Accountants

Firm No: 129032W

Vinay Gudi

Proprietor

M Nos : 129349

Place - Mumbai

Date-30th May, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Rap Media Limited as at 31st March, 2012 and the Profit & Loss Account and Cash Flow statement of the Company annexed hereto for the financial year ended on that date. 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 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) 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 in paragraph 3 above, we report that:

(i) We have obtained all the necessary 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 the books.

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account of the company.

(iv) In our opinion, the Balance Sheet, Profit & Loss account and cash flow statement comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956

(v) On the basis of written representation received from the directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub section (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 aforesaid financial statements read together with the Significant Accounting Policies and Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India:

a) In case of the Balance sheet, of the state of affairs as at 31st March 2012;

b) In case of the Statement of Profit and Loss, of the Profit 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 paragraph 2 of our audit report of even date

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

b. The fixed assets are being physically verified by the management under a phased programme of verification, which in our opinion, is reasonable having regard to the nature and value of its assets. however, no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off substantial part of its fixed assets.

2. The company does not have any Inventories hence Paragraph 4(ii)(a), (b), (c) are not applicable

3. a. The company has given unsecured loans to One company covered in the register maintained under section 301 of the Companies Act, 1956. In respect of the said loan, the maximum amount outstanding at any time during the year was Rs. 6,54,099/- the year end balance is Rs. 6,54,099/-

b. The rate of interest and other terms and conditions of loans given by the company, unsecured, are prima facie not prejudicial to the interest of the company

c. The Principal amounts are repayable on demand and there is no repayments schedule. The interest is payable on demand.

d. In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise in respect of interest, there are no overdue amounts.

e. The company had taken interest free unsecured loan of Rs. 1,53,00,000 from one of the Director of the company

f. The terms and conditions of unsecured loans taken by the company are prima facie not prejudicial to the interest of the company

g. There is no stipulation as to payment of Principle and no interest is chargeable on such loan

4. In our opinion and according to information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company & nature of its business.

5. a. Based on the audit procedures applied by us and according to the information and explanations given to us, transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, transactions made in pursuance of contract or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding an amount of Rs. five lacs have been made at prices which are reasonable with regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed thereunder.

7. The company has an internal audit system commensurate with the size of the Company & nature of the business.

8. The Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act for any of the services rendered by the Company.

9. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

b. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues were in arrears as at 31st March 2012 for a period of more than six month from the date they became payable.

10. The accumulated losses of the Company are less than 50% of its net worth and it has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders during the year.

12. 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. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/society are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

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

16. According to the information and explanations given to us, the Company has not availed any term loan during the year and hence paragraph 4 (xvi) is not applicable.

17. On the basis of our examination of the books of account and the information and explanations given to us funds raised on short term basis have not been used for long term investments.

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

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

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

21. According to the information and explanations given to us, we have neither noticed any instance of fraud on or by the Company, noticed or reported during the year, nor was any such instance reported by the Management during the year.



For Vinay Gudi & Associates

Chartered Accountants Firm No: 129032W

Vinay Gudi Proprietor M No: 129349

Place - Mumbai Date - 31st May, 2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Rap Media Limited as at 31st March, 2010 and the Profit & Loss Account and Cash Flow Statement of the Company annexed hereto for the financial year ended on that date. 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.

Our audit is conducted in accordance with auditing standards generally accepted in India and these standards require that the audit is performed to obtain a reasonable assurance that the financial statements are free from material misstatement. Our audit, we believe, provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) order, 2003 duly amended by DCA notification G.S.R.766(E) dated 25.11.2004 (hereinafter referred to as the said order) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in para 4 & 5 of the said order on the basis of such checks of the Books and Records as were considered appropriate and according to the information and explanations given to us in course of the audit.

3. Further to our comments in the annexure referred to in (2) above, we report that :

(a) We have obtained all the necessary 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 the Books.

(c) In our opinion, the Balance Sheet and Profit & Loss Account comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

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

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

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

(i) In case of the Balance Sheet, of the state of affairs as at 31st March, 2010,

(ii) In case of the Profit & Loss Account, of the loss of the Company 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 Auditors Report Annexure referred to in para 2 of our Audit Report of even date

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. Major fixed assets were physically verified by the Management.

(b) None of the fixed assets are revalued during the year.

(c) During the year, the Company has not disposed off substantial part of its fixed assets.

2. Paragraph 4(ii)(a), (b), (c) are not applicable.

3. (a) The Company has not granted any loans, secured or unsecured, during the year, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken interest free unsecured loans of Rs. 96,00,000/- (previous year Rs. NIL) from one of the Directors of the Company.

4. In our opinion, the internal control system for purchase of fixed assets and sale of services is adequate and commensurate with the size of the Company and nature of its business.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contract or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding an amount of Rs. Five Lacs have been made at prices which are reasonable with regard to prevailing market prices.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public.

7. The Company does not have a formal internal audit system. However, the internal control procedures are adequate in relation to the size of the Company and nature of its business.

8. According to information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act 1956, for the business of the Company.

9. (a) According to the information and explanations given to us, and as per the records maintained and produced for our verification, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Customs duty, Excise duty, Cess and other material statutory dues applicable to it.

(b) We are informed that that there are no disputed statutory dues not paid by the Company.

10. The Company has accumulated losses as at 31st March, 2010.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of bank dues. The Company has not issued any debentures.

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

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / society are not applicable to the Company.

14. The Company does not deal in or trade in shares, securities and other investments.

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

16. According to the information and explanations given to us, the Company has taken terms loan during the year and applied the same for the intended purpose.

17. On the basis of our examination of the Books of Account and the Information and Explanations given to us funds raised on short term basis have not been used for long term investments.

18. The Company has not made preferential allotment of shares during the year.

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

20. During the year the Company has not raised any money by Public Issue.

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 noticed any instance of fraud on or by the Company, noticed or reported during the year, nor was any such instance reported by the management during the year.

For A. M. JOSHI & CO.

Chartered Accountants

ANIRUODHA M. JOSHI

Proprietor

Mumbai, Dated: 20th May, 2010. Membership No. 40852