Auditor Report of Asian Films Production and Distribution Ltd.

Sep 30, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Asian Films Production and Distribution Ltd. which comprise the Balance Sheet as at September 30, 2013 and statement of Profit and Loss for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the company in accordance with the accounting standards referred to in sub- section (3C)of section 21Iof the Companies Act ,1956.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 misstatements ,whether due to fraud and 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 Standards on auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with the ethical requirements plan and perform the audit to obtained reasonable assurance about whether the financial statements are free from material misstatements. 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 judgments, including the assessment of the risk of material misstatements 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 and the reasonableness of accounting estimates made by management, as well as evaluating the overall financial statement.

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

5. hi 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 fndia:

(a) in the case ofthe Balance Sheet, of the stale of affairs of the Company as at September 30,2013;

(b) in the case ofthe Profit and Ixjss Account, ofthe profit/ loss for the year ended on that date; Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 ofthe Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 ofthe said Order.

2. As required by section 227(3) of the act, we report that:

(i) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes o four audit; (ii) In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of these books; (iii) The Balance Sheet and Profit and Loss Account and cash flow statement dealt with by this report are in greement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and cash flow statements comply with the accounting standards referred to in sub-section (3C) of Section 211 ofthe Companies Act, 1956 except; AS-6 being Depreciation Accounting as depreciation has notbeen providedon allthe assets exceptComputer.

In the view ofthe Management, No Provision is required to be made for Depreciation on fixed assets except Depreciation on Computer. The effect of which can not be quantified, to that extent Profit for the year and balance in Profit & loss account is over stated.

(v) On the basis of written representation received from the Directors as on September 30,2013 and taken on record by the Board of Directors, none ofthe Directors is disqualified as on September 30,2013 from being appointed as a Director in terms of Section 274 (l)(g) ofthe Companies Act 1956.

ANNEXURE TO AUDITORS'' REPORT

(Referred to our report to the members of Asian Films Production and Distribution Ltd. of even date)

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

(b) The fixed assets have been physically verified by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifications.

© The Company has not disposed off a substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) The Company has a policy of treating motion pictures under production as inventory till the date of release/agreement whichever is earlier. Consequently, there is no tangible inventory carried by the Company. Accordingly, the provisions of Paragraph 4(ii) of the said Order are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly, Paragraph 4(iii) of the said Order is not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, the Company''s internal control procedures for the purchase of inventory and for the sale of goods and services needs to be further strengthened so as to be commensurate with the size of the Company and nature of its business. In respect of purchase of fixed assets, the Company has adequate internal control procedures commensurate with the size of the Company and nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) In our opinion and according to the information and explanations given to us, there are no transactions that need to be been entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable. Accordingly, the provisions of Paragraph 4(vi) of the said Order are not applicable to the Company.

(vii) The Company has an internal audit system, commensurate with the size of the Company and the nature of its business.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of the activities of the Company. Accordingly the provisions of Paragraph 4(viii) of the said Order are not applicable to the Company.

(ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues statutory dues as applicable, with the appropriate authorities during the year. There are no outstanding Statutory dues except above as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income-tax, wealth tax, sereice tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

(x) After considering the effect of quantified qualification, in our opinion and according to the information and explanations given to us, the accumulated losses of the Company at the end of the financial year docs not exceed fifty percent of its net worth. The Company has not incurred cash losses during the current financial year and also in the immediately preceding financial year.

(xi) In our opinion, and on the basis of our examination and according to the information and explanations give

(xii) In our opinion, and on the basis of our examination 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. Accordingly the provisions of Paragraph 4(xii) of the said Order are not applicable to the Company.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of Paragraph 4(xiii) of the said Order are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, me provisions of Paragraph 4(xiv) of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee to the Company as reflected in Note no 3 to Schedule ''S''.

(xvi) According to the information and explanations given to us that the company had not raised any term loan.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term purposes.

(xviii) The Company has not made preferential allotment of shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of Paragraph 4(xviii) of the said Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year. Accordingly, the provisions of Paragraph 4(xix) of the said Order are not applicable to the Company.

(xx) During the year the Company has partly restructured the Bank loan by issuing Fully Convertible Warrants as stated in Notes.

(xxi) To the best of our knowledge and belief, and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year. For AgrawaiJain & Gupta

Chartered Accountants FRN: 013538C

CANarayan Swami

Partner

M. No-409759

Mumbai, 02 Dec. 2013

---

Sep 30, 2012

1. We have audited the attached Balance Sheet of Asian Films Production and Distribution Ltd. as at 30th September, 2012, and also the Profit and Loss Account and Cash Flows for the year ended on that date annexed. There to. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order,2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that;

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash flow statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956 except

AS-6 being Depreciation Accounting as depreciation has not been provided on all the assets except Computer. In the view of the Management, No Provision is required to be made for Depreciation on fixed assets except Depreciation on Computer. The effect of which can not be quantified, to that extent Profit for the year and balance in Profit & loss account is over stated.

AS-15 bring accounting for Employee Benefits as no provision for gratuity liability is made.

v. On the basis of written representations received from the Directors, as on 30th September, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 30th September, 2012 from being appointed as a Director in terms of Clause (g) of Sub- Section (1) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the 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;

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th September, 2012.

(b) In the case of the Profit and Loss Account, of the profit of the company for the year end on that date.

(c) In case of Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 4 of our report to the members of Asian Films Production and Distribution Ltd. of even date)

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

(b) The fixed assets have been physically verified by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifications.

(c) The Company has not disposed off a substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) The Company has a policy of treating motion pictures under production as inventory till the date of release/agreement whichever is earlier. Consequently, there is no tangible inventory carried by the Company. Accordingly, the provisions of Paragraph 4(ii) of the said Order are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly, Paragraph 4(iii) of the said Order is not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, the Company''s internal control procedures for the purchase of inventory and for the sale of goods and services needs to be further strengthened so as to be commensurate with the size of the Company and nature of its business. In respect of purchase of fixed assets, the Company has adequate internal control procedures commensurate with the size of the Company and nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) In our opinion and according to the information and explanations given to us, there are no transactions that need to be been entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable. Accordingly, the provisions of Paragraph 4(vi) of the said Order are not applicable to the Company.

(vii) The Company has an internal audit system, commensurate with the size of the Company and the nature of its business.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of the activities of the Company. Accordingly the provisions of Paragraph 4(viii) of the said Order are not applicable to the Company.

(ix) (a) According to the information and explanations given to us, except for delays in depositing tax deducted at source, the Company is generally regular in depositing undisputed statutory dues including provident fund, investors education and protection fund, employees'' state insurance, income-tax, service tax, excise duty, custom duty, cess and any other statutory dues as applicable, with the appropriate authorities during the year. Except arrears of outstanding Income Tax Demand is not certain able pertaining to previous years. Appeal filed in ITAT for the assessment year 2004-5, 2005-06, 2007-08 & and 2008-09. At the end of the financial year, and the company had filed appeal against the said order. There are no outstanding Statutory dues except above as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income-tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

(x) After considering the effect of quantified qualification, in our opinion and according to the information and explanations given to us, the accumulated losses of the Company at the end of the financial year does not exceed fifty percent of its net worth. The Company has not incurred cash losses during the current financial year and also in the immediately preceding financial year.

(xi) In our opinion, and on the basis of our examination and according to the information and explanations given to us, the Company has not defaulted in repayment of its dues to financial institutions :

(xii) In our opinion, and on the basis of our examination 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. Accordingly the provisions of Paragraph 4(xii) of the said Order are not applicable to the Company.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of Paragraph 4(xiii) of the said Order are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Paragraph 4(xiv) of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee to the Company as reflected in Note no 3 to Schedule ''S''.

(xvi) According to the information and explanations given to us that the company had not raised any term loan.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term purposes.

(xviii) The Company has not made preferential allotment of shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of Paragraph 4(xviii) of the said Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year. Accordingly, the provisions of Paragraph 4(xix) of the said Order are not applicable to the Company.

(xx) During the year the Company has partly restructured the Bank loan by issuing Fully Convertible Warrants as stated in Notes.

(xxi) To the best of our knowledge and belief, and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year.

For Agrawal Jain And Gupta

Chartered Accountants

FRN : 013538C

Sd/-

CA Narayan Swami

Place: Mumbai

Partner

Date : 01/12/2012 Mem.No. 409759

---

Sep 30, 2011

1 We have audited the attached Balance Sheet of Asian Films Production and Distribution Ltd. as at 30th September, 2011, and also the Profit and Loss Account and Cash Flows 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.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order,2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that;

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash flow statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956 except.

AS-6 being Depreciation Accounting as depreciation has not been provided on all the assets except Computer.

As-15 bring accounting for Employee Benefits as no provision for gratuity liability is made.

v. On the basis of written representations received from the Directors, as on 30th September, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 30th September, 2010 from being appointed as a Director in terms of Clause (g) of Sub- Section (1) of Section 274 of the Companies Act, 1956;

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th September, 2011.

(b) In the case of the Profit and Loss Account, of the profit of the company for the year end on that date.

(c) In case of Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report of even date.

(i) (a) As explained to us the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, the same has not been made available to us for our verification.

(b) As explained to us, majority of the assets have been physically verified by the management during the year and there is a regular programme of verification 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.

(c) During the year, the company has not disposed off any part of the Fixed Assets.

(ii) (a) As explained to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. However there is no closing stock at the end of the year.

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

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any loans secured or unsecured loans to parties covered in registered maintained under section 301 of the Companies ACT, 1956. Hence Clause (iii) (b),(c),(d) are not applicable to the company.

(b) The Company had not taken any loans secured /unsecured loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence Clause (iii) (f), (g) not applicable to the company

(iv) In our opinion and according to the information and explanations 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 purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal controls.

(v) (a) To the best of our knowledge and according to the explanations given to us we are of the opinion that there have been no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956. Hence clause (v) (b) is not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public and hence the provision of this clause is not applicable to the company.

(vii) The Company does not have a formal internal audit system. However, in our opinion there are adequate internal control procedures commensurate with the size and nature of its business.

(viii) In our opinion and according to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanation given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education 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 it.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, sales tax, Wealth-tax, service tax, customs duty, excise duty and cess were outstanding, as at 30th September, 2011 for a period of more than six months from the date they become payable.

(b) According to the records of the company, there are no dues of sales tax income-tax, custom duty, wealth tax, service tax, excise duty/cess, which have not been deposited on account of any dispute.

(x) The company does not have any accumulated losses. The company has not incurred cash losses during the financial year covered by our audit however the company has incurred cash profit.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

(xii) The company has not granted any loans against security 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 this clause of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) The company is not dealing or trading in shares and securities, debentures and other investments. Based on our audit procedures We are of the opinion that the company has maintained proper records of the transactions and contracts, timely updating have been made in that and the shares and securities have been held by the company in its own name.

(xv) In our opinion the company has not given any guarantee for loans taken by others from financial institutions or bank.

(xvi) During the year, The Company has not availed any term loan and hence this clause is no applicable to the Company.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no significant funds raised on short-term basis have been used for long-term investment and vice versa by the company.

(xviii) The company has not made any preferential allotment of shares to any parties and companies covered under the register maintained u/s.301 of the Act.

(xix) During the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised any money out of public issue during the year under review. Hence the provision of this clause is not applicable to the company.

(xxi) We report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Agrawal Jain And Gupta

Chartered Accountants

FRN : 013538C

Sd/- CA Narayan Swami Place: Ahmedabad Partner

Date : 5th December, 2011 Mem.No. 409759

---

Sep 30, 2010

1. We have audited the attached Balance Sheet of Asian Films Production and Distribution Ltd. as at 30th September, 2010, and also the Profit and Loss Account and Cash Flows 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.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that;

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

iii. The Balance Sheet .Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash flow statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956 except

AS-6 being Depreciation Accounting as depreciation has not been provided on all the assets except Computer.

As-15 bring accounting for Employee Benefits as no provision for gratuity liability is made.

v. On the basis of written representations received from the Directors, as on 30th September, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 30th September, 2010 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th September, 2010.

(b) In the case of the Profit and Loss Account, of the profit of the company for the year end on that date.

(c) In case of Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 3 of our report of even date.

(i) (a) As explained to us the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, the same has not been m?de available to us for our verification.

(b) As explained to us, majority of the assets have been physically verified by the management during the year and there is a regular programme of verification 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.

(c) During the year, the company has not disposed off any part of the Fixed Assets.

(ii) (a) As explained to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. However there is no closing stock at the end of the year.

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

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any loans secured or unsecured loans to parties covered in registered maintained under section 301 of the Companies ACT, 1956. Hence Clause (iii) (b),(c),(d) are not applicable to the company.

(b) The Company had not taken any loans secured /unsecured loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence Clause (iii) (f), (g) are not applicable to the company

(iv) In our opinion and according to the information and explanations 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 purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal controls.

(v) (a) To the best of our knowledge and according to the explanations given to us we are of the opinion that there have been no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956. Hence clause (v) (b) is not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public and hence the provision of this clause is not applicable to the company.

(vii) The Company does not have a formal internal audit system. However, in our opinion there are adequate internal control procedures commensurate with the size and nature of its business.

(viii) In our opinion and according to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanation given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education 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 it.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, sales tax, Wealth-tax, service tax, customs duty, excise duty and cess were outstanding, as at 30th September, 2010 for a period of more than six months from the date they become payable.

(b) According to the records of the company, there are no dues of sales tax income-tax, custom duty, wealth tax, service tax, excise duty/cess, which have not been deposited on account of any dispute.

(x) The company does not have any accumulated losses. The company has not incurred cash losses during the financial year covered by our audit however the company has incurred cash profit of Rs.10, 46,818/- in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

(xii) The company has not granted any loans against security 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 this clause of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) The company is not dealing or trading in shares and securities, debentures and other investments. Based on our audit procedures We are of the opinion that the company has maintained proper records of the transactions and contracts, timely updation have^been made in that and the shares and securities have been held by the company in its own name.

(xv) In our opinion the company has not given any guarantee for loans taken by others from financial institutions or bank.

(xvi) During the year, The Company has not availed any term loan and hence this clause is no applicable to the Company.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no significant funds raised on short-term basis have been used for long-term investment and vice versa by the company.

(xviii) The company has not made any preferential allotment of shares to any parties and companies covered under the register maintained u/s.301 of the Act.

(xix) During the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised any money out of public issue during the year under review. Hence the provision of this clause is not applicable to the company.

(xxi) We report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Agrawal Jain And Gupta

Chartered Accountants FRN : 013538C

Sd/- CA Narayan Swami

Place: Ahmedabad Partner

Date : 29th November, 2010 Mem.No. 409759

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Sep 30, 2009

1. We have audited the attached Balance Sheet of Asian Films Production and Distribution Ltd. as at 30th September, 2009, and also the Profit and Loss Account and Cash Flows for the year ended on that date annexed. There to. 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.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that;

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash flow statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956 except

AS-6 being Depreciation Accounting as depreciation has not been provided on all the assets except Computer.

As-15 bring accounting for Employee Benefits as no provision for gratuity liability is made.

v. On the basis of written representations received from the Directors, as on 30th September, 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 30th September, 2009 from being appointed as a Director in terms of Clause (g) of Sub- Section (1) of Section 274 of the Companies Act, 1956;

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th September, 2009.

(b) In the case of the Profit and Loss Account, of the profit of the company for the year end on that date.

(c) In case of Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report of even date.

(i) (a) As explained to us the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, the same has not been made available to us for our verification.

[b] As explained to us, majority of the assets have been physically verified by the management during the year and there is a regular programme of verification 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.

(c) During the year, the company has not disposed off any part of the Fixed Assets.

(ii) (a) As explained to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. However there is no closing stock at the end of the year.

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

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any loans secured or unsecured loans to parties covered in registered maintained under section 301 of the Companies ACT, 1956. Hence Clause (iii) (b),(c),(d) are not applicable to the company.

(e) The Company had not taken any loans secured /unsecured loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence Clause (iii) (f), (g) are not applicable to the company

(iv) In our opinion and according to the information and explanations 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 purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal controls.

(v) (a) To the best of our knowledge and according to the explanations given to us we are of the opinion that there have been no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956. Hence clause (v) (b) is not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public and hence the provision of this clause is not applicable to the company.

(vii) The Company does not have a formal internal audit system. However, in our opinion there are adequate internal control procedures commensurate with the size and nature of its business.

(viii) In our opinion and according to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanation given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education 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 it.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, sales tax, Wealth-tax, service tax, customs duty, excise duty and cess were outstanding, as at 30th September, 2009 for a period of more than six months from the date they become payable.

(b) According to the records of the company, there are no dues of sales tax income-tax, custom duty, wealth tax, service tax, excise duty/cess, which have not been deposited on account of any dispute.

(x) The company does not have any accumulated losses. The company has not incurred cash losses during the financial year covered by our audit however the company has incurred cash profit of Rs.10, 46,818/- in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

(xii) The company has not granted any loans against security 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 this clause of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) The and other investments. Based on our audit procedures We are of the opinion that the company is not dealing or trading in shares and securities, debentures company has maintained proper records of the transactions and contracts, timely updation have been made in that and the shares and securities have been held by the company in its own name.

(xv) In our opinion the company has not given any guarantee for loans taken by others from financial institutions or bank.

(xvi) During the year, The Company has not availed any term loan and hence this clause is no applicable to the Company.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no significant funds raised on short-term basis have been used for long-term investment and vice versa by the company.

(xviii)The company has not made any preferential allotment of shares to any parties and companies covered under the register maintained u/s.301 of the Act.

(xix) During the period covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised any money out of public issue during the year under review. Hence the provision of this clause is not applicable to the company.

(xxi) We report that no fraud on or by the company has been noticed or reported during the course of our audit.



For Agrawal Jain And Gupta

Chartered Accountants

Sd/-

(CA Narayan Swami)

Place : Ahmedabad Partner

Date : 7th December, 2009 M.No. 409759