ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್Aastha Broadcasting Network Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of AASTHA BROADCASTING NETWORK LIMITED ( "the company") which comprises the Balance Sheet as at 31st March 2014, and the statement of Profit & Loss Account 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:

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"). 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:

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 perfonn the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2014;

b) In the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on the date; and

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

Report on Other Legal & Regulatory Requirements:

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

2. 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 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 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in paragraph 1 of the our report of even date to the Members of AASTHA BROADCASTING NETWORK LIMITED, on the accounts of the company for the year ended 31st March, 2014

1. In respect of Fixed Assets

a. The Company is maintaining proper records showing full particulars including quantitative details and situations of its Fixed Assets.

b. The Fixed Assets of the Company have been physically verified by the management during the period, frequency of which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies between the book records and physical inventory have been noticed on such verification.

c. The Company has not disposed off the fixed assets hence the going concern concept would not effect.

2. In respect of Inventories

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

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

c. On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification as compared to the book records.

3. As informed, in respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. The Company has not granted any loans to Companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956.

b. The Company has not taken any Loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion the company has adequate internal control procedures commensurate with the size and the nature of its business for purchase of inventories, fixed assets and also for the sale of goods and services. During the course of our Audit we have not observed any major weakness in internal controls.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transactions that needed to be entered into register have been so entered.

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

6. The Company has not accepted any deposits from the public.

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

8. The Central Government has not prescribed maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the records, information & explanation provided to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it except Service Tax of Rs 160872/-which have remained outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable and the Company had filed an appeal against the said liability before CESTAT

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues of Income tax, Sales tax, Wealth tax, custom duty, excise duty and cess. The details of disputed dues as 31st March, 2014 in respect of service tax, are as follows

Name of Nature of Amount Rupees Period to which the statute dues amount relates (various years covering the period)

Service Service Tax 1,02,55,493/- 2001-06 Tax Penalty

10. The Company has accumulated losses at the end of the financial period which are More than fifty per cent of its net worth. The Company has incurred cash losses

section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transactions that needed to be entered into register have been so entered.

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

6. The Company has not accepted any deposits from the public.

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

8. The Central Government has not prescribed maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the records, information & explanation provided to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it except Service Tax of Rs 160872/-which have remained outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable and the Company had filed an appeal against the said liability before CESTAT

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues of Income tax, Sales tax, Wealth tax, custom duty, excise duty and cess. The details of disputed dues as 31st March, 2014 in respect of service tax, are as follows :-

Name of Nature of Amount Rupees Period to which the statute dues amount relates (various years covering the period)

Service Service Tax 1,02,55,493/- 2001-06 Tax Penalty

10. The Company has accumulated losses at the end of the financial period which are More than fifty per cent of its net worth. The Company has incurred cash losses



FOR K. U. KOTHARI & CO. CHARTERED ACCOUNTANTS F.R.No. 105310W

PLACE: MUMBAI PRAKASH CHECHANI (PARTNER) M.No. 104203

DATED: 28/05/2014

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Mar 31, 2012

1 We have audited the attached Balance Sheet of AASTHA BROADCASTING NETWORK LIMITED as at 31st March 2012 and the Profit & Loss Account and Cash Flow Statement for the Nine months period 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 have 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amount 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 of our opinion.

3 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, and on the basis of such checks of the books and records of the company as considered appropriate and according to information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

4 The balances of unsecured loans and some of the debtors, creditors, loans & advance are subject to confirmation.

5 Further to our comments in the Annexure referred to in paragraph 3 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 far as appears from our examination of those books;

c) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2012 from being appointed as directors of the company in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us and subject to our comments in Paragraph 4 above, the accounts give the information required by the Companies' Act, 1956 in the manner so required and give a true and fair view-

i In the case of the Balance Sheet of the state of affairs of the company as at 31s' March 2012; and

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

iii In the case of the Cash Flow Statement, of the cash flows of the Company for the period ended on that date.

ANNEXURE TO AUDITORS' REPORT

Statement referred to in paragraph 3 of the Auditors' Report of even date to the members of Aastha Broadcasting Network Limited on the financial statements for the period ended 31st March 2012

1 In respect of Fixed Assets

a) The Company - is maintaining proper records showing full particulars including quantitative details and situations of its Fixed Assets.

b) The Fixed Assets of the Company have been physically verified by the management during the period, frequency of which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies between the book records and physical inventory have been noticed on such verification.

c) In our opinion, Company has disposed off few of the fixed assets that would not affect the going concern concept.

2 In respect of Inventories

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

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification as compared to the book records.

3 As informed, in respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has not granted any loans to Companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956.

b) The Company has not taken any Loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion the company has adequate internal control procedures commensurate with the size and the nature of its business for purchase of inventories, fixed assets and also for the sale of goods and services. During the course of our Audit we have not observed any major weakness in internal controls.

5 According to the information and explanation provided by the management, there have been no contracts or arrangements during the period that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clauses (v)(a) and (b) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable.

6 The Company has not accepted any deposits from the public.

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

8 The Central Government has not prescribed maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

9 (a) According to the records, information & explanation provided to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it except for Employees' State Insurance of Rs. 5,260/- and Service Tax which have remained outstanding as at 31st March, 2012 for a period of more than six months 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, there are no disputed dues of Income tax, Sales tax, Wealth tax, custom duty, excise duty and cess. The details of disputed dues as 31st March, 2012 in respect of service tax, are as follows :-

Name of Nature of statute dues Amount Period to which Forum where dispute is Rupees the amount pending relates (various years covering the period)

Service Tax Service Tax 1,15,94,714/- 2001-04 Commissioner of Service Demand Tax-Mumbai

Service Tax Service Tax 1,75,43,596/- 2004-06 Commissioner of Service Demand Tax- Mumbai

10 The Company has accumulated losses at the end of the financial period which are More than fifty per cent of its net worth. The Company has incurred cash losses during the financial period covered by our audit and also in the immediately preceding financial year.

11 Based on our Audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12 In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xviii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

14 The company has no investment therefore clause 4(xiv) is not applicable.

15 The company has not given guarantees for loans taken by others from banks of financial institutions.

16 The Company has not raised any new term loans during the year.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Company has not utilised short term sources towards repayment of long-term borrowing and acquisition of fixed assets and Vice Versa.

18 During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19 The company has not issued any debentures therefore clause 4(xix) is not applicable.

20 The company has not raised any money by way of public issue during the year.

21 In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For K. U. Kothari & Co. Chartered Accountants FRN 105310W

SD

Place: Mumbai Prakash Chechani

Date: 30th May 2012 Partner

M No. 104203

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Jun 30, 2011

1 We have audited the attached Balance Sheet of AASTHA BROADCASTING NETWORK LIMITED as at 30th June 2011 and the Profit & Loss Account and Cash Flow Statement for the 15 months' period 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 have 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amount 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 of our opinion.

3 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, and on the basis of such checks of the books and records of the company as considered appropriate and according to information and explanations given to us during the course of audit, we enclose in the Annexure hereto a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

4 The balances of unsecured loans and some of the debtors, creditors, loans & advance are subject to confirmation,

5 Further to our comments in the Annexure referred to in paragraph 3above, 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 and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30m June 2011 from being appointed as directors of the company in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us and subject to our comments in Paragraph 4 above, the accounts give the information required by the Companies' Act, 1956 in the manner so required and give a true and fair view-

i In the case of the Balance Sheet of the state of affairs of the company as at 301fl June 2011; and

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

iii In the case of the Cash Flow Statement, of the cash flows of the Company for the period ended on that date.

ANNEXURE TO AUDITORS' REPORT

Statement referred to in paragraph 3 of the Auditors' Report of even date to the members of Aastha Broadcasting Network Limited on the financial statements for the period ended 30.06.2011.

In respect of Fixed Assets

a) The Company is maintaining proper records showing full particulars including quantitative details and situations of its Fixed Assets.

b) The Fixed Assets of the Company have been physically verified by the management during the period, frequency of which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies between the book records and physical inventory have been noticed on such verification.

c) In our opinion, Company has not disposed off any of the fixed assets that would affect the going concern concept,

2 In respect of Inventories

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

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification as compared to the book records.

3 As informed, in respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has not granted any loans to Companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956.

b) The Company has not taken any Loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion the company has adequate internal control procedures commensurate with the size and the nature of its business for purchase of inventories, fixed assets and also for the sale of goods and services. During the course of our Audit we have not observed any major weakness in internal controls.

5 According to the information and explanation provided by the management, there have been no contracts or arrangements during the period that need to be entered into the register maintained under section 301 of the Companies Act, 1956, Therefore, the provisions of clauses (v)(a) and (b) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable.

6 The Company has not accepted any deposits from the public.

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

8 The Central Government has not prescribed maintenance of cost records by the Company under Section 209 {1) (d) of the Companies Act, 1956.

9 (a) According to the records, information & explanation provided to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax! Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it except for Employees' State Insurance of Rs. 5,260/- and TDS of Rs. 76,000/- and service tax which have remained outstanding as at 30th June, 2011 for a period of more than six months 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, there are no disputed dues of Income tax, Sales tax, Wealth tax, custom duty, excise duty and cess. The details of disputed dues as at 30th June, 2011 iri respect of service tax, are as follows :-

Name of statute Nature of dues Amount Period to which Forum where dispute is Rupees the amount pending relates (various years covering the period)

Service Tax Service Tax 1,15,94,714/- 2001- 04 Commissioner of Service Demand Tax- Mumbai

Service Tax Service Tax 1,75,43,596/- 2004-06 Commissioner of Service demand Tax- Mumbai

10 The Company has accumulated losses at the end of the financial period which are less than fifty per cent of its net worth. The Company has incurred cash losses during the financial period covered by our audit and also in the immediately preceding financial year.

11 Based on our Audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12 In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4{xviii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

14 The company has no investment therefore clause 4(xiv) Is not applicable.

15 The company has not given guarantees for loans taken by others from banks of financial institutions.

16 The Company has not raised any new term loans during the year.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Company has not utilised short term sources towards repayment of long-term borrowing and acquisition of fixed assets and Vice Versa.

18 During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. r

19 The company has not issued any debentures therefore clause 4(xix) is not applicable.

20 The company has not raised any money by way of public issue during the year.

21 In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For K. U. Kothari & Co.

Chartered Accountants

Place : Mumbai

Date : 15th November 2011 FRNNO105310W

Partner

FRN NO 105310W

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Mar 31, 2010

We have audited the' attached Balance Sheet of AASTHA BROADCASTING NETWORK LIMITED as at 31st March 2010 and the Profit & loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the 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.

1 We have 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amount 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 of our opinion.

2 As required by the Companies (Auditors Report) Order 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as considered appropriate and according to information and explanations given to us during the course of audit, we enclosed in the annexure a statement on the matters specified in the paragraphs 4 and 5 of th e said Order . j

3 Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

a) Attention is drawn to Note No. 2, during the year Company has sold International Business of Aastha Television Channel on 5th March 2010 for Rs. 2,50,00,000 and Rs. 1,64,44,003 pertaining international business has been written off, which were treated as Deferred Expenditure in earlier years.

b) Attention is drawn to Note No. 3, during the year Company has written off Advances of Rs.5,54,200 and Debtors of Rs. 52,32,813.

c) 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;

d) 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;

e) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

f) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement ' dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956

g) We further report that had the observations made by us in paragraph 3 (a) & (b) above not been considered the net loss for the year would have been 1,18 79,011.72 as against the reported net loss of Rs. 1,46,47,995.72 and accumulated losses would have been Rs 2,59,53,118.97 as against reported figure of Rs.2,87,22,102.87.

h) 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 are disqualified as on 31st March 2010 from being appointed as directors of the company in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956

i) Subject to our comments in Paragraph 3 (a) to (f) above, in our opinion and to the best of our information and according to the explanation given to us, the accounts read with the accounting policies and notes given in Schedule -' O', give the information required by the Companies' Act, 1956 in the manner so required and give a true and fair view-

i In the case of the Balance Sheet of the State of affairs of the company as at 31st March 2010; and

ii In t»e case of the Profit and Loss Account, of the profits of the Company for the year ended on that date.

iii In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (2) OF AUDITORS' REPORT

1 In respect of Fixed Assets

a) The Company is maintaining proper records showing full particulars including quantitative details and situations of its Fixed Assets.

b) The Fixed Assets of the Company have been physically verified by the management during the period and no material discrepancies between the book records and physical inventory have been noticed on such verification.

c) In our opinion, Company has not disposed off any of the fixed assets that would effect the going concern concept.

2 In respect of Inventories

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

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has not granted any loans to Companies listed in the register maintained u/s 301 of the Companies Act, 1956.

b) The Company has not taken any Loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. -

4 In our opinion the company has adequate internal control procedures commensurate with the size and the nature of its business for purchase of inventories, fixed assets and also for the sale of goods. During the course of our Audit we have not observed any major weakness in internal controls.

5 According to the information and explanations given to us in our opinion, purchase of goods and sale of goods and services made in pursuance of the contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, aggregating during the period to Rs.5,00,000/- or more in respect of each party have been made at prices which are reasonable having regards to prevailing market prices.

6 The Company has not accepted any deposits from the public.

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

8 The Central Government has not prescribed maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

9 There are no undisputed amounts in respect of Income Tax, Wealth Tax, Sales Tax, Customs and Excise duty which have remained outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

10 The company has accumulated losses and has incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11 Based on our Audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to

financial institutions, banks or debenture holders.

12 In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore clause 4(xviii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

14 The company has no investment therefore clause 4(xiv) is not applicable.

15 The company has not given guarantees for loans taken by others from banks of financial institutions.

16 The Company has not raised any new term loans during the year neither the company has any term loans outstanding at the beginning of the year

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet if the Company has not utilised short term sources towards repayment of long-term borrowing and acquisition of fixed assets.

18 During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19 The' company has not issued any debentures therefore clause 4(xix) is not applicable.

20 The company has not raised any money by way of public issue during the year.

21 In our opinion and according to the information and explanations. given to us, no fraud on by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Vimal Punmiya & Co.

Chartered Accountants Vimal C. Punmiya' (Proprietor)

Place: Mumbai Membership No.: 16574

Date : 23rd August 2011