Auditor Report of Sanguine Media Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SANGUINE MEDIA LIMITED("the Company"), which comprise the Balance Sheet as at 31stMarch, 2015, the Statement of Profit and Loss and 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 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 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

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 thereunder.

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 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. But not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, o f the state of affairs of the Company as at 31stMarch, 2015, and its profit and its cash flow 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 exercise of power 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, 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 purposes of our audit.

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

c) the Balance Sheet, the 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 aforesaid 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, 2015taken on record by the Board of Directors, none of the directors is disqualified as on31stMarch, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

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:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

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

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

The Annexure referred to in our Independent Auditor's Report to the members of the Company on the financial statements for the year ended 31st March 2015, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets and have been physically verified by the management at reasonable intervals during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) As per the information and explanations given to us, the inventories have been physically verified by the management at reasonable intervals during the year.

(b) In our opinion and as per the information and explanations given to us, procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventories. In our opinion, discrepancies noticed on physical verification of inventory were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

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

(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 and fixed assets and for the sale of inventory, goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of section 73 of the Act and the rules framed there under.

(vi) In our opinion, maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, are not applicable to the Company.

(vii) (a) According to the information and explanation given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax, Wealth tax, Sales tax, Service tax, Excise duty, Value added tax, cess, Professional tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales tax, Excise duty, Value added tax, Wealth tax, Cess, Professional tax were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no material dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company, accordingly the provisions of clause 3(vii c) of the Order are not applicable to the Company.

(viii) The Company's accumulated losses at the end of the financial year are less than fifty percent of its net worth. The Company has not incurred any cash losses in the current financial year and in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the Company does not have any borrowings from any financial institution or bank and does not issued any debentures as at the balance sheet date, accordingly the provisions of clause 3(9) of the order are not applicable to the company.

(x) In our opinion and according to the information and the explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) In our opinion and according to the information and the explanations given to us, the Company has not raised any term loans, according the provision of clause 3(11) are not applicable.

(xii) According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For A. K. RAJAGOPALAN & Co. Chartered Accountants Firm Regd. No. 003405S

Sd/-

CA. T. R. ASHOK Partner Membership No: 026133

Place: Chennai Dated: 29.05.2015

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Mar 31, 2014

1. We have audited the accompanying financial statements of the M/s Sanguine Media Limited which comprise the Balance Sheet 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 in accordance with the Accounting Standards referred to In sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that 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 arid disclosures in the financial statement. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the Financial

New No : 41, Old No : 27, 3rd Block, 1st Floor, Sundareswarar Street, Myiapore, Chennai - 600 004 Tel : 044 - 42033481/3297 6834, Fax : 044 - 4211 0252. E-Mail : [email protected]

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 tile 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(ii) in the case of the Profit and loss Account the Profit for the year ended on that date

(iii) in the case of Cash Flow Statement for the year ended on that date Report on Other Legal and Regulatory Matters:

7. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act 1956, we annex hereto 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, 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, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act. 1956;

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

ANNEXURE TO THE AUDITOR''S REPORT

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

M/s Sanguine Media Limited

(Annexure to Auditor''s Report)

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

a. All the assets have not been physically verified by the management during the year but there is verification on regular basis which, in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) The Company has not granted any loan unsecured/secured from firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iii) In our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of commercial advertisement time and fixed assets and also sale of commercial advertisement time.

During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

(iv) In our opinion there are no transactions that need to be entered in the register maintained in pursuance section 301 of the Companies Act, 1956 and hence items (a) and (b) of clause (v) to paragraph 4 of the order not applicable.

(v) The company has not accepted any deposits from the public within the preview of Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules framed there under.

(vi) In our opinion, the company has an adequate internal audit system commensurate with the size and nature of its business

(vii) The Central Government has not prescribed the maintenance of cost records by the company under section 209(1) (d) of the Companies Act, 1956

(viii) a. According to the information and explanation given to us. and on the basis of our examination of books of account, the provision of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with appropriate authorities, during the financial year ended 31st march 2014

b. There are no dues of Income-tax, Sales Tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty and Cess, which are outstanding as on 31st March 2014 for a period of more than six months from the date they become payable.

(ix) The company has no accumulated losses as at the end of 31st March 2014. The company has not incurred cash loss during the financial year ended 31st March 2014 and in the financial year immediately preceding year ended 31st March 2013

(x) The company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xi) During the year under review, the company has not granted any Loans and Advances on the basis of securities by way of pledge of shares, debentures and other securities.

(xii) The company is not a chit fund or a Nidhi mutual benefit fund/society. Therefore, the provisions of clause (xiii) to paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiii) According to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures, and other securities. Accordingly, the provisions of clause (xiv) to paragraph 4 of the order not applicable.

(xiv) According to the information and explanations given to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) The company has not obtained any term loans. Therefore, the provisions of clause to paragraph 4 of the order are not applicable.

Based on our verification of the books of accounts, the information and explanations given to us, in this regard and on the overall examination of the balance sheet of the company we are of the view that the funds raised on short term basis by the company have not been utilized for long term purpose and vice versa.

(xvi) During the year under review, the company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act 1956.

(xvii) The company has not issued any debentures during the year under review.

(xviii) The company has not raised any money by way of public issue.

(xix) Based on our verification of Books of account and other relevant records and based on the information and explanations given to us, we have not noticed or reported any fraud on or by the Company during the year under review.

For A.K. RAJAGOPALAN & CO. Chartered Accountants

Sd/- CA T.R. ASHOK PARTNER Place: CHENNAI Membership Number: 026133 Date: 30.05.2014 Firm Registration Number: 003405S

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Mar 31, 2013

Report on the Financial Statements:

1. We nave audited the accompanying financial statements of the Sanguine Media Limited which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss for (tie 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 in accordance with the Accounting Standards referred to in sub-section (3CJ of section 211 of the Companies Act, 195S ("the Acf"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that 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 appropnate 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 welt 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''

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

(ii) in the case of the Profit and Loss Account the Profit for the year ended on that date

(iii) in the case of Cash Flow Statement for the year ended on that date Report on Other Legal and Regulatory Vatters:

7. As required by the Companies (Auditor''s Report) Order. 2003 issued by the Central Government of India in terms of Section 227(4A} of the Companies Act 1956. we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order

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

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 taw 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, 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, 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 TO THE AUDITOR''S REPORT

(Referred to In paragraph 2 of our report of even date) M/s Sanguine Media Limited (Annexureto Auditor''s Report)

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

a. All the assets have not been physically verified by the management during the year but there is vesication on regular basis which, in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii)The Company has not granted any loan unsecuredysecured from firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iii) In our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of commercial advertisement time and fixed assets and also sale of commercial advertisement time.

During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

(iv) !n our opinion there are no transactions that need to be entered in the register maintained in pursuance section 301 of the Companies Act. 1956 and hence items (a) and (b) oF clause (v) to paragraph 4 of the order not applicable

(v) The company has not accepted any deposits from the public within the preview of Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of Companies Act. 1956 and the rules framed there under.

(vi) In our opinion, the company has an adequate internal audit system commensurate with the size and nature of its business

(vii) The Central Government has not prescribed the maintenance of cost records by the company under section 209(1 }(d) of the Companies Act, 1956

(viii)

a. According to the information and explanation given to us, and on the basis of our examination of books of account, the provision of Provident Fund, Investor Education and Protection Fund. Employees State Insurance, income tax. Sales Tax, Wealth-tax. Service Tay. Custom Duty. Excise Duty, cess and other material statutory dues applicable to the company with appropriate authorities, during the financial year ended 31" march 2013

b. There are no dues of Income-tax Sales Tax. Wealth-tax. Service Tax,. Custom Duty, Excise Duty and Cess, which are outstanding as on 31i1 March 2013 for a period of more than six months from the date they become payable.

(ix) The company has no accumulated losses as at the end of 31S1 March 2013. The company has not incurred cash loss during the financial year ended 31* March 2013 and in the financial year immediately preceding year ended 31" March 2013.

(x} The company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xl) During the year under review, the company has not granted any Loans and Advances on the basis of securities by way of pledge of shares, debentures and other securities.

(xii) The company is not a chrl fund or a Nidhi mutual benefit fund/society. Therefore, the provisions of clause {xiii} to paragraph 4 of the Companies (Auditor''s Report) Order. 2003 are not applicable to the company.

(xiii) According to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures, and other securities. Accordingly, the provisions of clause (xiv) to paragraph A of the order not applicable.

(xiv) According to the information and explanations given to us the company has not given any guarantee for loans taken by others from banks or financial institutions

(xv) The company has not obtained any term loans Therefore, the provisions of clause to paragraph A of the order are not applicable. Based on our verification of the books of accounts, the information and explanations given to us, in this regard and on the overall examination of the balance sheet of the company we are of the view that the funds raised on short term basis by the company have not been utilized for long term purpose and vice versa. (xvl} During the year under review, the company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act 1956.

(xvii) The company has not issued any debentures during the year under review.

(xviil) The company has not raised any money by way of public issue.

(xtx) Based on our verification of Books of account and other relevant records and based on the information and explanations given to us. we have not noticed or reported any fraud on or by the Company during the year under review.

For A.K.RAJAGOPALAN & CO.,

Chartered Accountants

CAT.R.ASHOK

PARTNER

Place: CHENNAI Membership Number 026133

Date: 38/0^2013 Firm Registration Number: G03405S

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Mar 31, 2012

Report on the Financial Statements

We have audited the accompanying financial statements of Sanguine Media Limited (the "Company " ) , which comprise the Balance Sheet as at March 31 , 2013, 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

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

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

An audit 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 assessment, 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 circumstance. 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 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 31 , 2013 :

(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

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.

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 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 the Auditors'' Report to the Members of M/S.KAVERI SEED COMPANY LIMITED for the year ended 31st March 2013. We report that:

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

b. The management has conducted the physical verification of fixed assets during the year.

c. The Company has not disposed off substantial part of the fixed assets during the year under audit.

ii. a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of the account.

iii. a. The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

b. The company has granted interest free unsecured short-term loan to its Subsidary M/s. Kexveg India Pvt Ltd, covered in the register maintained u/s 301 of the Companies Act,1956. The maximum amount involved during the year and the year end balance of loan paid to such party was Rs. 494.28Lakhs.

iv. a. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchases of inventory, fixed assets and with regard to the sale of goods.

During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained u/s.301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s.301 of the Companies Act, 1956 and exceeding the value of Rs. 5 Lakhs in respect of any party during the period have been made at prices, which are reasonable, having regard to prevailing market prices at the relevant time.

vi. The Company has not accepted deposits from the public governed by Section 58A and 58AA of the Companies Act, 1956 for the year under reference.

vii. In our opinion the Company has internal audit system commensurate with the size and nature of its business.

viii. The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956, in respect of its products produced during the year. We are of the opinion that, prima facie, the prescribed accounts and records are properly prepared and maintained. We have not, however, carried out detailed examination of the same.

ix. a. The Company is regular in depositing with appropriate authorities undisputed statutory dues, including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, customs duty, cess and other material statutory dues as applicable to it.

b. According to the information and explanations given to us no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, and cess were in arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax, wealth tax which have not been deposited on account of any dispute.

x. The Provisions of Clause 4(x) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company, since the Company has no accumulated losses at the end of the financial year and has not incurred cash losses during the 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 financial institutions and Bank.

xii. In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 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 provisions of clause 4(xiv) of the Companies (Auditor''s Report) order, 2003 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 any guarantee for loans taken by others from bank or Financial Institutions.

xvi. In our opinion, the term loans have been applied for the purpose for which they were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term assets except permanent working capital.

xviii. According to the information and explanations given to us, the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under u/s 301 of the companies act 1956.

xix. The Company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xx. The company has not raised any money by public issue during the year.

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

For ak raj Gopal &co

Charted Account

CA T R Ashok

Partner

FRN 03340055

MRN 026133

---

Mar 31, 2011

We have audited the attached Balance Sheet of SANGUINE MEDIA LIMITED as at 31st March, 2011 and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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.

As required by the other Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of subsection (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.

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 purpose of our audit.

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

c. The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account.

d. In our opinion, the balance sheet and profit and loss account 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 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 under section 274(1) (g) of the Companies Act 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said 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.

i. In the case of the balance sheet of the state of affairs of the Company as at 31st March, 2011 And

ii. In the case of the profit and loss account, of the Loss for the year ended that date; and

iii. In the case of Cash flow statement, of the cash flows for the year ended on that date.

Annexure to Auditor's Report

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

a. All the assets have not been physically verified by the management during the year but there is of verification on regular basis which, in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) As the company is a service company, engaged in the field of Media services clause (ii) to paragraph 4 of the order is not applicable.

(iii) The Company has not granted any loan unsecured/secured to firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of commercial advertisement time and fixed assets and also sale of commercial advertisement time.

During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

(v) In our opinion there are no transactions that need to be entered in the register maintained in pursuance section 301 of the Companies Act, 1956 and hence items (a) and (b) of clause (v) to paragraph 4 of the order not applicable.

(vi) The company has not accepted any deposits from the public with in the preview of Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules framed there under.

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

(viii) The Central Government has not prescribed the maintenance of cost records by the company under section 209(1 )(d) of the Companies Act, 1956

(ix) (a) According to the information and explanation given to us, and on the basis of our examination of books of account, the provision of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with appropriate authorities, during the financial year ended 31st march 2011.

(b) There are no dues of Income-tax, Sales Tax, Wealth- tax, Service Tax, Custom Duty, Excise Duty and Cess, which are outstanding as on 31st March 2011 for a period of more than six months from the date they become payable.

(x) The company has no accumulated losses as at the end of 31st march 2011. The company has not incurred cash loss during the financial year ended 31st march, 2011 and in the financial year immediately preceding year ended 31stmarch 2010.

(xi) The company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) During the year under review, the company has not granted any Loans and Advances on the basis of securities by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a Nidhi mutual benefit fund/ society. Therefore, the provisions of clause (xiii) to paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) According to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures, and other securities. Accordingly, the provisions of clause (xiv) to paragraph 4 of the order not applicable.

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

(xvi) The company has not obtained any term loans. Therefore, the provisions of clause to paragraph 4 of the order are not applicable. Based on our verification of the books of accounts, the information and explanations given to us, in this regard and on the overall examination of the balance sheet of the company we are of the view that the funds raised on short term basis by the company have not been utilized for long term purpose and vice versa.

(xvii) During the year under review, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act 1956.

(xviii) The company has not issued any debentures during the year under review.

(xix) The company has not raised any money by way of public issue.

(xx) Based on our verification of Books of account and other relevant records and based on the information and explanations given to us, we have not noticed or reported any fraud on or by the Company during the year under review.

For A. K. Rajgopalan & Co.

Chartered Accountants

sd/-

CA. T.R.Ashok

Partner

Place: Chennai FRN : 0034058

Date : 27th August, 2011 MRN : 026133

---

Mar 31, 2010

We have audited the attached Balance Sheet of SANGUINE MEDIA LIMITED as at 31st March, 2010 and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit

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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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.

As required by the other Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of subsection (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.

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 purpose of our audit.

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

c. The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account.

d. In our opinion, the balance sheet and profit and loss account 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 on 31stl March 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31B March 2010 from being appointed as a director under section 274(1) (g) of the Companies Act 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said 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.

i. In the case of the balance sheet of the state of affairs of the Company as at 31st March, 2010 And

ii. In the case of the profit and loss account, of the profit for the year ended that date; and jjj. In the case of Cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT (referred in paragraoh 3 of our report of even date)

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

a) All the assets have not been physically verified by the management during the year but there is of verification on regular basis which, in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) As the company is a service company, engaged in the field of Media services clause (ii) to paragraph 4 of the order is not applicable.

(iii) The Company has not granted any loan unsecured/secured from firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of commercial advertisement time and fixed assets and also sale of commercial advertisement time.

During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

(v) In our opinion there are no transactions that need to be entered in the register maintained in pursuance section 301 of the Companies Act, 1956 and hence items (a) and
(vi) The company has not accepted any deposits from the public with in the preview of Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules framed there under.

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

(viii) The Central Government ahs not prescribed the maintenance of cost records by the company under section 209(1 )(d) of the Companies Act, 1956

(ix) According to the information and explanation given to us, and on the basis of our examination of books of account, the provision of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax. Wealth-tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with appropriate authorities, during the financial year ended 31st March 2010.

b) There are no dues of Income-tax, Sales Tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty and Cess, which are outstanding as on 31st March 2010 for a period of more than six months from the date they become payable.

(x) The company has no accumulated losses as at the end of 31st March2010. The company has not incurred cash loss during the financial year ended 31st March2010 and in the financial year immediately preceding year ended 31st March2009.

(xi) The company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) During the year under review, the company has not granted any Loans and Advances on the basis of securities by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a Nidhi mutual benefit fund/society. Therefore, the provisions of clause (xiii) to paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) According to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures, and other securities. Accordingly, the provisions of clause (xiv) to paragraph 4 of the order not applicable.

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

(xvi) The company is not obtained any term loans. Therefore, the provisions of clause to paragraph 4 of the order are not applicable.

Based on our verification of the books of accounts. The information and explanations given to us, in this regard and on the overall examination of the balance sheet of the company we are of the view that the funds raised on short term basis by the company have not been utilized for long term purpose and vice versa.

(xvii) During the year under review, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act 1956.

(xviii) The company has not issued any debentures during the year under review.

(xix) The company has not raised any money by way of public issue.

(xx) Based on our verification of Books of account and other relevant records and based on the information and explanations given to us, we have not noticed or reported any fraud on or by the Company during the year under review.

For A. K. Rajagopalan & Co; Chartered Accountants

DATE: 29.05.2010

Place: Chennai CA.TR.Ashok