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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Auditor Report of Cinevista Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial Statements of Cinevista Limited (âthe Companyâ),
which comprise the Standalone Balance Sheet as at March 31,2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and
Standalone Statement of Cash Flows for the year then ended and notes to the Standalone Financial
Statements, including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as the âfinancial statementsâ).

Qualified Opinion:

In our opinion and to the best of our information and according to the explanations given to us, except
for the effects of the matter described in the Basis for Qualified Opinion paragraph below, the aforesaid
Standalone Financial Statements give the information required by the Companies Act, 2013 (âthe Actâ) in
the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
(âInd ASâ) specified under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the
Company as at 31st March 2025, its loss (including other comprehensive income), its cash flows and
the changes in equity for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further
described in the Auditorâs Responsibilities for the Audit of the Standalone Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our
audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our qualified opinion.

i. We draw attention to Note No. 31 of the Financial Statements regarding Management Assessment
related to realisation of carrying value of Investments and advances in subsidiary and associate
companies in light of substantial erosion in the net worth of these companies.

The Company has not carried out impairment on its investments and advances in subsidiary
companies as required by Indian Accounting Standards (Ind AS 36) and continued to carry at cost.
On the basis of documents made available to us we are of the opinion that impairment should have
been carried out on such investments and advances made to the said companies. Had impairment
on the said investments and advances been carried out then loss of the current year would have
increased by Rs.62,34,550/- and Rs.3,75,61,682/- respectively.

ii. We draw attention to Note No.32 to the financial statements regarding intangible assets with a
carrying amount of ?20,90,27,340 as at 31st March 2025.

The Company has not recognized any impairment on intangible assets as required by Ind AS 36. In
our view, based on the audit evidences obtained, indicators of impairment exist, and the recoverable
amount of these assets is likely to be lower than their carrying amount. Since we are not technically
qualified to value such intangible assets and in absence of any documents for realizable value of
such intangible assets, we are unable to determine whether any adjustment to intangible assets
was necessary.

Key Audit Matters:

Key audit matters are those matters that, in our professional judgment were of most significance in our
audit of the standalone financial statements of the current year. These matters were addressed in the
context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon
and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in
our report.

Key audit matter

How our audit addressed the key audit matter

Revenue recognition for Revenue from Joint
Development agreement

The Company applies Ind AS 115, Revenue from
Contracts with Customers for recognition of revenue
from Joint Development Agreement. Refer Note
No. 2.4(A)(b) and Note No. 30 to the standalone
financial statements for Accounting policy and
related disclosures.

For Revenue contracts under Joint Development
arrangements (âJDAâ), that are not jointly controlled
operations, the revenue from the Development
and transfer of constructed area/Revenue share
with corresponding Development Rights given
by the Company is measured at the fair value
of the estimated consideration receivable from
the Developer to the Company under JDA. Such
revenue is recognised over a period of time in
accordance with the requirements of Ind AS 115.
The above requires significant judgment in
determining for projects executed through JDA,
significant estimate is undertaken by management
for determining the fair value of the estimated
consideration receivable.

Considering the significance of management
judgements and estimates involved and the
materiality of amounts involved, aforementioned
revenue recognition is identified as a key audit
matter.

Our audit procedures on Revenue Recognition

from Joint Development Agreement included, but

were not limited to the following:

â¢ Evaluated the appropriateness of accounting
policy for Revenue Recognition on sale of
residential units in terms of principles enunciated
under Ind AS 115;

â¢ Obtained and understood the Revenue
Recognition process, evaluated the design
and performed test of controls over revenue
recognition including determination of point of
transfer of control and completion of performance
obligations on a sample basis;

â¢ Obtained the JDAs entered into by the Company,

including addendums thereto and compared
the ratio of constructed area/ revenue sharing
arrangement between the Company and the
Developer as mentioned in the agreement to
the computation statement prepared by the
management; and

â¢ Tested the computation for recognition of revenue

over a period of time for revenue contracts
forming part of JDA and the assessment of
stage of completion of projects and project cost
estimates.

â¢ Assessed the adequacy of disclosures included

in the standalone financial statements

Information other than the Financial Statement and Auditorâs Report thereon:

The Companyâs Management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Annual Report, but does not include the standalone
financial statements and our auditorâs report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with
the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.

If based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial
Statements:

The accompanying standalone financial statements have been approved by the Companyâs Board of
Directors. The Companyâs Board of Directors are responsible for the matters stated in section 134(5) of
the Act with respect to the preparation and presentation of these standalone financial statements that
give a true and fair view of the financial position, financial performance including other comprehensive
income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under
section 133 of the Act and other accounting principles generally accepted in India. 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 standalone financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the
Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companyâs financial reporting process.

Auditorsâ Responsibilities for the Audit of the Standalone Financial Statements:

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs
report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these Standalone Financial Statements.

As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act
we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the Standalone Financial Statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the company has adequate internal financial controls with
reference to Financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of managementâs use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the companyâs ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs
report to the related disclosures in the Standalone Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditorâs report. However, future events or conditions may cause the company to
cease to continue as a going concern; and

â¢ Evaluate the overall presentation, structure and content of the Standalone Financial Statements,
including the disclosures, and whether the Standalone Financial Statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements.

1. As required by Section 143(3) of the Act, based on our audit we report that:

a. We have sought and except for the matter described in the Basis for Qualified Opinion section
above, 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, except for (a) the possible effects of the matter described in the Basis for
Qualified Opinion section above, proper books of account as required by law have been kept
by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report
are in agreement with the relevant books of account;

d. Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above
in our opinion, the aforesaid Standalone financial statements complied with Indian Accounting
Standards prescribed under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31st March 2025
taken on record by the Board of Directors, none of the directors is disqualified as on 31st March
2025 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls with reference to the Financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in âAnnexure Iâ wherein we have expressed an unmodified opinion;

g. With respect to the other matters to be included in the Auditorâs Report in accordance with
the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of
our information and according to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197 of
the Act.

h. With respect to the other matters to be included in Auditorsâ Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
knowledge and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statements - Refer Note 27 to the standalone 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 amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.

(iv) a. The management has represented that, to the best of itâs knowledge and belief, other
than as disclosed in the notes to the accounts, no funds have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of
funds) by the company to or in any other person(s) or entity(ies), including foreign entities
(âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the company (âUltimate
Beneficiariesâ)

b. The management has represented, that, to the best of itâs knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been received
by the company from any person(s) or entity(ies), including foreign entities (âFunding
Partiesâ), with the understanding, whether recorded in writing or otherwise, that
the company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party
(âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

c. Based on audit procedures which we considered reasonable and appropriate in the
circumstances, nothing has come to their notice that has caused them to believe that
the representations under sub-clause (i) and (ii) contain any material mis-statement.

(v) The company has not declared or paid any dividend during the year in contravention of
the provisions of section 123 of the Companies Act, 2013.

(vi) Based on our examination which included test checks, the Company, in respect of financial
year commencing on 1st April 2024, has used accounting software for maintaining its
books of account, which have a feature of recording audit trail (edit log) facility and the
same have been operated throughout the year for all relevant transactions recorded in
the respective software. Further, during the course of our audit we did not come across
any instance of audit trail feature being tampered with for the period where audit trail is
enabled and operated. Furthermore, the audit trail has been preserved by the Company
as per the statutory requirements for record retention where the audit trail feature was
enabled.

2. As required by the Companies (Auditorâs Report) Order, 2020 (the âOrderâ) issued by the Central
Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the
matters specified in paragraphs 3 and 4 of the Order.

For RAJ NIRANJAN ASSOCIATES
Chartered Accountants
FRN: 108309W

Raj Advani

Partner

M.No.039953

UDIN: 25039953BMGYYP9577

Place: Mumbai

Date: 30 May 2025

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of Cinevista Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31,2024, the Statement of Profit and Loss (including Other Comprehensive income) the Statement of Changes in Equity and the statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âStandalone Financial Statementsâ).

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraphed below, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and its total comprehensive income (comprising of profit and other comprehensive income), the changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditorâs Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

The Company has not carried out impairment on its investments and advances in subsidiary companies as required by Indian Accounting Standards (Ind AS 36) and continued to carry at cost. On the basis of documents made available to us we are of the opinion that impairment should be carried out on such investments and advances made to the said companies, the loss of the current year is understated to that extent. Had impairment on the said investments and advances been carried out then loss of the current year would have increased by Rs.62,34,550/- and Rs.3,75,61,682/- respectively. Hence, loss of the current year is understated to that extent. (Refer Note No.33)

The Company has not carried out any impairment on intangible assets as required by Indian Accounting Standard (Ind AS 36). Since we are not technically qualified to value such intangible assets and in absence of any documents for realizable value of such intangible assets, we are unable to determine whether any adjustment to intangible assets was necessary.

The Companyâs inventories of Work-in-progress for feature films and television serials are carried at amortized cost in the balance sheet at Rs.16,76,46,030/- as on March 31,2024. The Company has not stated the inventories at the lower of cost and net realizable value but has stated them solely at cost, which constitutes a departure from Indian Accounting Standard (Ind AS-2) - Inventories. Since we are not technically qualified to value such inventories and in absence of any documents for realizable value of such inventories we are unable to determine whether any adjustment to inventory was necessary (Refer Note No.31).

Emphasis of Matter:

We draw attention to Note no.30 to the Standalone Financial Statements which states that Land at Kanjurmarg, Mumbai, being a capital asset, has not been converted as stock in trade despite Joint Development Agreement being entered into with K Raheja Corp Real Estate Private Limited for its real estate business in May 2023 pending approvals from local authorities and RERA.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other Information:

The Companyâs Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companyâs Annual Report, but does not include the Standalone Financial Statements and our auditorâs report thereon. The other information is expected to be made available to us after the date of this Auditorâs Report.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it become available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact to these charge with governance. We have nothing to report in this regard.

Managementâs Responsibility for the Standalone Financial Statements:

The Companyâs Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Actâ) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the statement of affairs, profit/loss(including other comprehensive income), changes in equity and cash flows of the Company in accordance with

the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. 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 Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, Management and Board of Directors are responsible for assessing the companyâs ability to continue as a going concern, disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorsâ Responsibilities for the Audit of the Standalone Financial Statements:

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAâs, we exercise professional judgment and maintain professional skepticism throughout the audit, we also:

â¢ Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal Financial controls with reference to Financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements.

1. As required by the Companyâs (Audit Report) Order, 2016,(âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (âthe Orderâ), we give in the âAnnexure Aâ a statement on the matters specified in paragraph 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of changes in Equity and the statement of cash flows dealt with by this report are in agreement with the books of account.

(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31,2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

(g) With respect to the adequacy of the internal financial controls with reference to the Financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.

3. With respect to the other matters to be included in Auditorsâ Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge

and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigation on its financial position in its financial statements. Refer Note No. 27

(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 amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(iv) The management has represented that,

a. To the best of itâs knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (âUltimate Beneficiariesâ)

b. The management has represented, that, to the best of itâs knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

(v) The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

(vi) Based on our examination carried out in accordance with the Implementation Guidance on reporting on Audit Trail under Rule 11 (g) of the Companies (Audit and Auditors) Rule 2014 issued by ICAI, the Company has used Accounting software for maintaining its Books of Account which has feature of Audit Trail (edit log) facility, however during the year no audit trail had been enabled for relevant transactions recorded in accounting software. Hence we are unable to comment on various statutory compliances as required under Rule 11 (g) of the Companies (Audit and Auditors) Rule 2014 issued by ICAI and whether there are any instances of audit trail feature have been tempered with.

4. With respect to the matter to be included in the Auditorâs Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.

For RAJ NIRANJAN ASSOCIATES Chartered Accountants FRN: 108309W

Raj Advani

Partner

M.No.039953

UDIN: 24039953BJZYCI6788

Place: Mumbai Date: 30.05.2024

Mar 31, 2018

INDEPENDENT AUDITORSCREPORT TO THE MEMBERS OF CINEVISTA LIMITED.

Report on the Standalone Financial Statements:

We have audited the accompanying standalone financial statements of Cinevista Limited ("the Company), which comprise the Balance Sheet as at 31^st March, 2018, 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 Standalone Financial Statements:

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified Under Section 133 of the Act, as applicable. This responsibility also include maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 these standalone 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 standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the order Under Section 143(11) of the Act.

We have 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 standalone financial statements are free from material misstatement.

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

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of account as required by law relating to preparation of the standalone financial statements have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of these standalone financial statements.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified Under Section 133 of the Act, as applicable.

(e) On the basis of the written representations received from the Directors as on March 31, 2018, taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2018 from being appointed as a Director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in [Annexure AD Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Independent Auditors 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 standalone 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 amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditâs Report) Order, 2016 ([the Orderly) as amended issued by the Central Government in terms of Section 143(11) of the Act, we give in [Annexure BDa statement on the matters specified in paragraphs 3 and 4 of the Order.

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ([the Actl)

We have audited the internal financial controls over financial reporting of Cinevista Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended and as on that date.

Managements Responsibility for Internal Financial Controls:

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the [Guidance Note). The responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility:

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over the financial reporting included obtaining an understanding of internal financial controls over financial reporting , assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting:

A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting:

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion:

In our opinion, to the best of our information and according the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).

Report on Companies (Auditor''s Report) Order, 2016 (the Order!) as amended, issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 (the Act'') of Cinevista Limited (the Company)

1. In respect of the Companyâs fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provided for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.

2. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

3. The Company has granted interest free unsecured loans to Companies, firms or other parties covered in the register maintained under Section 189 of the Act.

(a) According to the information and explanations given to us, the terms and conditions on which the unsecured loans had been granted to companies, firms or other parties listed in the register maintained under Section 189 of the Act were not, prima fascia, prejudicial to the interest of the Company.

(b) In the case of the unsecured loans previously granted to companies, firms or other parties listed in the register maintained under section 189 of the Act, the terms of arrangements do not stipulate any repayment schedule both for interest and principal.

(c) According to the information and explanations given to us, the Company has taken reasonable steps for recover of the principal amount and the amount outstanding from the companies, firms or other parties listed in the register maintained Under Section 189 of the Act is Rs.3,75,61,682/- (Previous year Rs.3,75,61,682/-).

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of loans and investments made, as applicable.

5. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2018 and therefore, the provisions of the clause 3(v) of the Order are not applicable to the Company.

6. Reporting under clause 3(vi) of the Order is not applicable as the Company''s business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014 and section 148(1) of the Act.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Value Added Tax and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Value Added Tax and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

(c) (i) Details of dues of Income Tax and Service Tax which have not been deposited as at March 31, 2018 on account of disputes are given below:

Particulars	Forum where the dispute are pending	Financial Year to which the amount relates	Amount (in Rupees)
Income Tax	The Income Tax Dept. have filed appeal before the Mumbai High Court against the order of Income Tax Appellate Tribunal which was in favour of the Company.	01-04-1987 to 15-12-1997 (Block Period)	48,30,381/-
Service Tax	The Customs, Excise & Service Tax Appellate Tribunal, West Regional Bench, Mumbai	2008-09 to 2012-13	10,51,106/-

(ii) There were no dues of Sales Tax, duty of customs, duty of Excise , Cess and Value added tax which have not been deposited as at March 31, 2018 on account of dispute.

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures.

9. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.

10. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanations given to us, the Company has paid/provided remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable.

13. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

14. During the year, the Company has not made any preferential allotment or private placement of shares fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of Section 192 of the Act are not applicable.

16. The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

For SARATH & ASSOCIATES

CHARTERED ACCOUNTANTS.

Firm Regn. No. 5120S

CA. R.LAKSHMI RAO

Partner. M. No. 029081.

Place : Mumbai.

Dated: 30^th May, 2018.

Mar 31, 2016

to the members of cinevista limited.

Report on the Standalone Financial Statements:

We have audited the accompanying standalone financial statements of Cinevista Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2016, 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.

Managementâs Responsibility for the standalone Financial statements:

The Companyâs Board of Director is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, as applicable. This responsibility also include maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 these standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ Responsibility:

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 standalone financial statements are free from material misstatement.

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

opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements:

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(d) In our opinion , the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable.

(e) On the basis of the written representations received from the Directors as on March 31, 2016, taken on record by the Board of Directors, none the Directors is disqualified as on March 31, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the independent Auditorsâ 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 standalone 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 amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE âAâ To THE INDEPENDENT AUDITORSâ REPoRT

(Referred to in paragraph 1(f) under âReport on the Legal and Regulatory Requirementsâ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Cinevista Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended and as on that date.

Managementâs Responsibility for Internal Financial Controls:

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the âGuidance Noteâ). The responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditorsâ Responsibility:

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over the financial reporting included obtaining an understanding of internal financial controls over financial reporting , assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls over Financial Reporting:

Inherent Limitations of Internal Financial Controls over Financial Reporting:

opinion:

In our opinion, to the best of our information and according the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

ANNEXURE âBâ To THE INDEPENDENT AUDITOR sâ REPORT

(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)

Report on Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 (âthe Actâ) of Cinevista Limited (âthe Companyâ)

1. In respect of the Companyâs fixed assets:

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

2. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

3. The Company has granted interest free unsecured loans to Companies, firms or other parties covered in the register maintained under Section 189 of the Act.

(b) In the case of the unsecured loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Act, the terms of arrangements do not stipulate any repayment schedule both for interest and principal.

(c) According to the information and explanations given to us, the Company has taken reasonable steps for recover of the principal amount and the amount outstanding from the companies, firms or other parties listed in the register maintainer section 189 of the Act is Rs.3,75,61,682/-(Previous year Rs.3,75,84,381/-).

5. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2016 and therefore, the provisions of the clause 3(v) of the Order are not applicable to the Company.

6. Reporting under clause 3(vi) of the Order is not applicable as the Companyâs business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014 and section 148(1) of the Act.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Income Tax, Sales Tax, Service Tax, Value Added Tax and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Value Added Tax and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

(c) (i) Details of dues of Income Tax which have not been deposited as at March 31, 2016 on account of dispute are given below:

Particulars	Forum where the dispute is pending	Financial Year to which the amount relates	Amount (in Rupees)
Income Tax	The Income Tax Dept. have filed appeal before the Mumbai High Court against the order of Income Tax Appellate Tribunal which was in favour of the Company.	01-04-1987 to 15-12-1997 (Block Period)	48,30,381/-
Service Tax	Commissioner of Central Excise (Appeals)	2008-09 to 2012-13	7,22,993/-

(ii) There were no dues of Sales Tax, duty of customs, duty of Excise , Cess and Value added tax which have not been deposited as at March 31, 2016 on account of dispute.

12. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable.

13. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

14. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

16. The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

For SARATH & ASSOCIATES

CHARTERED ACCOUNTANTS.

Firm Regn. No. 5120S

CA. R.LAKSHMI RAO

Partner.

M. No.029081.

Place : Mumbai.

Dated: 30^th May, 2016.

Mar 31, 2015

1. We have audited the accompanying financial statements of Cinevista Limited (the " Company") which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information , which we have signed under reference to this report.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation 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 Companies Act, 2013' 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 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 designed, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. The 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 auditors consider 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 control system over the financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by company's directors, 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 on the financial statements.

Opinion

6. 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.

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015

(b) In the case of the Statement of Profit and Loss , of the 'Loss' for the year ended on that date and:

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

Report On Other Legal and Regulatory Requirements

7. As required by 'the Companies ( Auditors' Report ) Order, 2015' ('the Order') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order to the extent applicable.

8. As required by section 143(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 accounts 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 the report are in agreement with the books of account.

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

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

ANNEXURE TO THE AUDITORS' REPORT OF

CINEVISTA LIMITED

The Annexure referred to in our Independent Auditors' Report to the members of the company on the financial statement for the year ended March 31, 2015, we report that:

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

(b) According to information and explanations given to us, fixed assets have been physically verified by the management at the year end and no material discrepancies were noticed on such verification.

2 (a) The inventories has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reason- able and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of its inventories. The discrepancy noticed on verification between the physical stocks and book records were not material.

3 (a) The company has granted unsecured loans to companies, firms or other parties covered in the register maintained under section189 of the Companies Act, 2013 ('the Act')

(b) In the case of the unsecured loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Act, the terms of arrangement do not stipulate any repayment schedule both for interest and principal.

(c) The amount outstanding from the companies, firms or other parties listed in the register maintained under section 189 of the Act is Rs.3,75,84,381/- (previous year Rs. 3,75,58,511/-).

4 In our opinion and according to the information and explanations given to us there are ad- equate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

5. The company has not accepted any deposits from the public during the year.

6 The Central Government has not prescribed the maintenance of cost records u/s 148 (1) of the Act.

7. (a) According to the information and explanations 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 Income-Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Value Added Tax, Cess and other material statutory dues has been generally regular in depositing during the year by the company with the appropriate authorities.

(b) According to the information and explanations given to us no undisputed amounts payable in respect of Income-Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Value Added Tax, Cess and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, no amount were required to be transferred to the 'Investor education and protection Fund' in accordance with relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under. The company has not paid any dividend to the shareholders since the inception of the company.

(d) In our opinion and according to the information and explanations given to us and on verification of records, in respect of disputed amounts towards income-tax during the financial year 1997-98 search action was carried out by the income-tax authorities at the premises of the company u/s 132 of the Income tax Act, 1962 and assessment for the same was completed on 31.01.2000 thereby resulting in a demand of Rs.48,30,381/- on the company. As against the said demand the company has paid Rs. 41,07,093 /- The company disputed the demand raised by the Income- tax department and filed an appeal against the order before the Commissioner of Income-tax (Appeals) who has partly allowed it to the extent of Rs. 31,00,524 /-. The company, disputing the balance liability has gone in to appeal before Income-tax Appellate Tribunal, the order of which went in the favour of the company. Further, the department had gone into appeal before the High Court and the matter is still pending before the said authority.

8. The Company's accumulated losses at the end of the financial year are less than fifty percent of its net worth and has incurred cash losses in current financial year as against cash profit in the immediately preceding financial year.

9. According to the information and explanations given to us, the company has not defaulted in repayment of dues to Banks. The company did not avail any facilities/borrowings from financial institutions or debenture holders.

10. 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 banks and financial institutions.

11. In our opinion and according to the information and explanations given to us, the term loan from Bank were applied for the purpose for which the loans were obtained.

12. 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.

Mumbai For Sarath & Associates

Dated: 30th May, 2015 Chartered Accountants

Firm Regn. No. : 5120S

CA. R.Lakshmi Rao

Partner

M.No. : 029081

Mar 31, 2014

1. We have audited the accompanying financial statements of Cinevista Limited (the ''Company''), which comprise the Balance Sheet as at March 31,2014, 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, which we have signed under reference to this report.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

2. 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 notified under ''the Companies Act, 1956'' of India (the "Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility include 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:

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements 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 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 assessments, 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 circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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 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 31,2014.

(b) In the case of the statement of Profit and Loss, of the profit for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

7. 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.

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

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(e) On the basis of written representations received from the directors as on March, 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 Act.

Annexure to Auditors'' Report Referredtoin Paragraph 7 of our Report of vendate.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative detail and situation of fixed assets.

(b) During the year fixed assets of the company have been physically verified by the management at all locations at reasonable intervals having regard to the size of the company and nature of fixed assets. No material discrepancies have been notice in respect of the fixed assets on such verification.

(c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and therefore, the going concern status of the company is not affected.

(ii) (a) The physical verification of inventory has been conducted at reasonable intervals by the management.

(b) In our opinion, the procedures of physical verification of inventory 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification between the physical stock and book records.

(iii) (a) The Company has taken unsecured loans from companies, firms or other parties listed in the register maintained under section 301 of the Act and the maximum amount outstanding at any time during the year is Rs. 1,71,94,396.37 (previous year: Rs. 1,27,24,453.37) and closing balance as on 31-03-2014 is Rs. 1,56,94,396.37 (previous year: Rs.1,27,81,976.37). The company has granted unsecured loans to companies, firms or other parties listed in the register maintained under section 301 of the Act and the maximum amount outstanding at anytime during the year is Rs. 3,75,61,681.12 ( previous year: Rs 3,75,58,511.37) and closing balance as on 31.03.2014 is Rs 3,75,61,681.12 (previous year: Rs 3,75,58,511.37)

(b) The terms and conditions of the unsecured loans given or taken by the company are prima facie not prejudicial to the interests of the company.

(c ) There are no stipulation as to repayment of principal amount and interest and as such there is no specific comment to be made in this regard.

(d) In the absence of any specific stipulation as to the repayment of principal amount and interest, the question of reporting whether reasonable steps have been taken by the company for repayment of loans and advances does not arise.

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

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are transactions in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/- (Rupees Five Lakhs Only) or more in respect of any party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from public and consequently the directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Act and rules framed there under are not applicable.

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

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

(ix) (a) According to the information and explanations given to us the company is generally regular in depositing undisputed statutory dues including income tax/sales tax/wealth tax/service tax/customs duty/ excise duty/cess and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the arrears of outstanding statutory dues as at the last day of the financial year for a period of more than 6 months from the date on which they became payable.

(b) In our opinion and according to the information and explanations given to us and on verification of records, in respect of disputed amounts towards income-tax during the financial year 1997-98 search action was carried out by the income-tax authorities at the premises of the company u/s 132 of the Income tax Act, 1962 and assessment for the same was completed on 31.01.2000 thereby resulting in a demand of Rs. 48,30,381 /- on the company. As against the said demand the company has paid Rs. 41,07,093 /- The company disputed the demand raised by the Income-tax department and filed an appeal against the order before the Commissioner of Income-tax (Appeals) who has partly allowed it to the extent of Rs. 31,00,524 /-. The company, disputing the balance liability has gone in to appeal before Income-tax Appellate Tribunal, the order of which went in the favour of the company. Further, the department had gone into appeal before the high court and the matter is still pending before the said authority.

(x) The company does not have any accumulated losses at the end of the financial year. The company has gained cash profit during the financial year covered by the audit as against cash loss in the immediately preceding financial year.

(xi) According to the information and explanations given to us the company has not default in repayment of dues to banks. The company did not avail of any facilities/ borrowings from financial institutions or debenture holders, therefore, the reporting on default in repayment of dues etc. to financial institutions or debenture holder does not arise.

(xii) In our opinion and according to the information and explanations 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.

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

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003, is 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 banks or financial institutions. Therefore, clause 4(xv) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loan from bank were applied for the purpose for which the loans were obtained..

(xvii) In our opinion and according to the information and explanations given to us, the funds raised during the year on short term basis have been used for long term investment and vice-versa.

(xviii) 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. Therefore, clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xix) The company has not issued any debentures. Therefore, clause 4(xix) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xx) The company has not raised any money by way of public issue during the year. Therefore, clause 4 of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xxi) 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. Therefore, clause 4(xxi) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

FOR SARATH & ASSOCIATES CHARTERED ACCOUNTANTS Firm Regn.No. 5120 S

Place : Mumbai. CA. R. LAKSHMI RAO Date : 30-05-2014 PARTNER M.No. F-029081

Mar 31, 2013

1. We have audited the attached Balance Sheet of Cinevista Limited (Formerly known as Cinevistaas Limited)as at 31st March, 2013 and also the Statement of Proft and Loss for the year ended on that date annexed thereto, and the Statement of Cash fow for the year ended on that date. These fnancial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall fnancial 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, and on the basis of such checks of the books and records of the Company as considered appropriate and according to the confrmation and explanation given to us during the course of our audit, we enclose in the Annexure a statement on the matters specifed in paragraph 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 such books.

(iii) The Balance Sheet and the Statement of Proft and Loss dealt with by this Report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and the Statement of Proft and Loss dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable to the company.

(v) On the basis of written representations received from the directors, as on 31st March, 2013, and taken on record by the Board of Directors, we report that none of the directors are disqualifed as on 31st March, 2013, from being appointed as directors in terms of clause (g) of subsection (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 Balance Sheet and the Statement of Proft and Loss read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In so far as it relates to the Balance Sheet, of the ''state of affairs'' of the Company as at 31st March 2013, and

ii) In so far as it relates to the Statement of Proft and Loss, of the ''Proft'' of the Company for the year ended on that date.

Annexure to Auditors'' Report

Referred to in Paragraph 3 of our Report of even date.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative detail and situation of fxed assets.

(b) During the year fxed assets of the company have been physically verifed by the management at all locations at reasonable intervals having regard to the size of the company and nature of fxed assets. No material discrepancies have been notice in respect of the fxed assets on such verifcation.

(c) In our opinion, the company has not disposed off substantial part of fxed assets during the year and therefore, the going concern status of the company is not affected.

(ii) (a) The physical verifcation of inventory has been conducted at reasonable intervals by the management.

(b) In our opinion, the procedures of physical verifcation of inventory 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verifcation between the physical stock and book records.

(iii) (a) The Company has taken unsecured loans from companies, frms or other parties listed in the register maintained under section 301 of the Act and the maximum amount outstanding at any time during the year is Rs. 87,24,453.37 (previous year: Rs. 82,81,976.37) and closing balance as on 31-03-2013 Rs. 87,81,976.37 (previous year: Rs.82,81,976.37). The company has granted unsecured loans to companies, frms or other parties listed in the register maintained under section 301 of the Act and the maximum amount outstanding at anytime during the year is Rs. 3,75,58,511.37 (previous year: Rs 3,75,51,779.37) and closing balance as on 31.03.2013 is Rs 3,75,58,511.37 (previous year: Rs 3,75,51,779.37)

(b) The terms and conditions of the unsecured loans given or taken by the company are prima facie not prejudicial to the interests of the company.

(c ) There are no stipulation as to repayment of principal amount and interest and as such there is no specifc comment to be made in this regard.

(d) In the absence of any specifc stipulation as to the repayment of principal amount and interest, the question of reporting whether reasonable steps have been taken by the company for repayment of loans and advances does not arise.

(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 for the purchase of inventory and fxed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements, that needed to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, there are transactions in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/- (Rupees Five Lakhs Only) or more in respect of any party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from public and consequently the directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Act and rules framed there under are not applicable.

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

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

(ix) (a) According to the information and explanations given to us the company is generally regular in depositing undisputed statutory dues including income tax/sales tax/wealth tax/service tax/customs duty/ excise duty/cess and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the arrears of outstanding statutory dues as at the last day of the fnancial year for a period of more than 6 months from the date on which they became payable. (b) In our opinion and according to the information and explanations given to us and on verifcation of records, in respect of disputed amounts towards income-tax during the fnancial year 1997-98 search action was carried out by the income-tax authorities at the premises of the company u/s 132 of the Income tax Act, 1962 and assessment for the same was completed on 31.01.2000 thereby resulting in a demand of Rs. 48,30,381 /- on the company. As against the said demand the company has paid Rs. 41,07,093 /- The company disputed the demand raised by the Income-tax department and fled an appeal against the order before the Commissioner of Income-tax (Appeals) who has partly allowed it to the extent of Rs. 31,00,524 /-. The company, disputing the balance liability has gone in to appeal before Income-tax Appellate Tribunal, the order of which went in the favour of the company. Further, the department had gone into appeal before the high court and the matter is still pending before the said authority.

(x) The company does not have any accumulated losses at the end of the fnancial year. The company has gained cash proft during the fnancial year covered by the audit as against cash loss in the immediately preceding fnancial year.

(xi) According to the information and explanations given to us the company has not defaulted in repayment of dues to banks. The company did not avail of any facilities/ borrowings from fnancial institutions or debenture holders, therefore, the reporting on default in repayment of dues etc. to fnancial institutions or debenture holder does not arise.

(xii) In our opinion and according to the information and explanations 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.

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

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003, is 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 banks or fnancial institutions. Therefore, clause 4(xv) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loan from bank were applied for the purpose for which the loans were obtained.

(xvii) In our opinion and according to the information and explanations given to us, the funds raised during the year on short term basis have been used for long term investment and vice-versa.

(xviii) 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. Therefore, clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xix) The company has not issued any debentures. Therefore, clause 4(xix) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xx) The company has not raised any money by way of public issue during the year. Therefore, clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

(xxi) 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. Therefore, clause 4(xxi) of the Companies (Auditor''s Report) Order, 2003, is not applicable to the company.

FOR SARATH & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Regn.No. 5120 S

Place : Mumbai. CA. R.LAKSHMI RAO

Date : 30.05.2013 PARTNER

M.No. F-029081

Mar 31, 2012

1. We have audited the attached Balance Sheet of Cinevista Limited as at 31st March, 2012 and' also the Statement of Profit and Loss for the year ended on that date annexed thereto, and the Statement of Cash flow 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.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These 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, and on the basis of such checks of the books and records of the Company as considered appropriate and according to the confirmation and explanation given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraph 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 such books. .

(iii) The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and the Statement of Profit and Loss dealt with by this report comply with the mandatory' accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable to the company.

(v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2012, from being appointed as directors in terms of clause (g) of subsection (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 Balance Sheet and the Statement of Profit and Loss read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In so far as it relates to the Balance Sheet, of the 'state of affairs' of the Company as at 31st. March 2012, and

ii) In so far as it relates to the Statement of Profit and Loss, of the 'Profit' of the Company for the year ended on that date.

(vi) The Company has not accepted any deposits from public and consequently the directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Act and rules framed there under are not applicable. '

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

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

(ix) (a) According to the information and explanations given to us the company is generally regular in depositing undisputed statutory dues including income tax/sales tax/wealth tax/service tax/ customs duty/ excise duty/cess and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the arrears of outstanding statutory dues as at the last day of the financial year for a period of more than 6 months from the date on which they became payable.

(b) In our opinion and according to the information and explanations given to us and on verification of records, in respect of disputed amounts towards income-tax during the financial year 1997- 98 search action was carried out by the income-tax authorities at the premises of the company u/s 132 of the Income tax Act, 1962 and assessment for the same was completed on 31.01.2000 thereby resulting in a demand of Rs. 48,30,381 /- on the company. As against the said demand the company has paid Rs. 41,07,093 /- The company disputed the demand raised by the Income-tax department and filed an appeal against the order before the Commissioner of Income-tax (Appeals) who has partly allowed it to the extent of Rs. 31,00,524 /-. The company, disputing the balance liability has gone in to appeal before Income-tax Appellate Tribunal, the order of which went in the favour of the company. Further, the department had gone into appeal before the high court and the matter is still pending before the said authority.

(x) The company does not have any accumulated losses at the end of the financial year. The company has incurred cash losses during the financial year covered by the audit as against cash profit in the immediately preceding financial year.

(xi) According to the information and explanations given to us the company has not defaulted in repayment of dues to banks. The company did not avail of any facilities/ borrowings from financial institutions or debenture holders, therefore, the reporting on default in repayment of dues etc. to financial institutions or debenture holder does not arise.

(xii) In our opinion and according to the information and explanations 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.

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

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies (Auditor's Report) Order, 2003, is 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 banks or financial institutions. Therefore, clause 4(xv) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loan from bank were applied for the purpose for which the loans were obtained.

(xvii) In our opinion and according to the information and explanations given to us, the funds raised during the year on short term basis have been used for long term investment and vice-versa.

(xviii) 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. Therefore, clause 4(xviii) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xix) The company has not issued any debentures. Therefore, clause 4(xix) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xx) The company has not raised any money by way of public issue during the year. Therefore, clause 4 of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

(xxi) 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. Therefore, clause 4(xxi) of the Companies (Auditor's Report) Order, 2003, is not applicable to the company.

FOR SARATH & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Regn.No. 5120 S

Place : Mumoai. CA. R. LAKSHMI RAO

Date : 30.05.2012 PARTNER

M.No. F-029081

Mar 31, 2010

We have audited the attached Balance Sheet of Cinevistaas Limited as at 31st March, 2010 and the annexed Profit & Loss Account of the Company for the year ended on that date annexed thereto, and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. These 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.

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government 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 the information and explanations given to us during the course of audit, 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 in the above paragraph, we state that:

1) 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;

2) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books;

3) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the Books of Account;

4) In our opinion, the Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable to the Company;

5) On the basis of written declarations received from the directors, as on 31st March 2010 and taken on record by the board of directors, we report that none of the directors has been disqualified as on 31st March 2010, from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956.

6) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit and Loss Account read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required, and gives true and fair view in conformity with the accounting principles generally accepted in India:

(a) in so far as it relates to the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010;

(b) in so far it relates to the Profit & Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH OF THE AUDITORS REPORT RELATED TO COMPANIES (AUDITORS REPORT) ORDER, 2003 TO THE MEMBERS OF CINEVISTAAS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31 ST MARCH, 2010

Based on the information and explanations furnished to us and the books and records examined by us in the normal course of audit, we report that in our opinion;

I) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) During the year Fixed Assets of the Company have been physically verified by the Management at all locations and there is a regular program of verification which in our opinion, is reasonable, having regard to the size of Company and the nature of the Fixed Assets. No material discrepancies have been noticed in respect of the assets, which have been physically verified during the year.

(c) There is no substantial disposal of Fixed Assets of the Company during the year & therefore does not affect the going concern of the company.

II) (a) The management during the year has physically verified stock of all types of Cassettes at all locations.

(b) In our opinion, the management has followed reasonable and adequate procedures in relation to the size of the Company and the nature of its business for physical verification of Stock of Cassettes.

(c) No discrepancies were noticed on verification between the physical stock and books records.

III) (a) During the year the company has not taken unsecured loans from parties maintained under Section 301.

IV) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size and nature of business of the Company for the purpose of inventory & fixed assets and for the sale of serials, films, ad-films etc. No major weaknesses in internal control were noticed.

V) The Company has not accepted any deposits from public and consequently the Provisions of Section 58A of the Companies Act, 1956, and The Companies (Acceptance of Deposits) Rules, 1975, are not applicable.

VI) The company has an internal audit system commensurate with its size and nature of its business.

VII) We have been informed that the Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

VIII) a) The company is regularly depositing undisputed statutory dues including income tax, sales tax, wealth tax and any other statutory dues with the appropriate authorities.

b) According to the information and explanation given to us there were no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty .

IX) The Company has written off Sundry debtors to Rs 2241.12.

x) During the year the company has not defaulted in repayment of dues to a financial institution or bank.

XI) The company has not granted any loans and advances during the year on the basis of pledge of shares, debentures and other securities.

XII) The company has not given any guarantee for loans taken by others from bank & financial institution & therefore same clause is not applicable to company during the year.

XIII) The company has taken term loan during the year from Central Bank.

XIV) The funds raised during the year on short-term basis have been used for long term investments & vice- versa.

XV) The company has not issued any debentures or any securities against them.

XVI) No public issue has been made by the company during the year.

XVIII) No fraud on or by the company has been noticed or reported during the year.

FOR VIMAL PUNMIYA & CO.

CHARTERED ACCOUNTANTS

Place: Mumbai (VIMAL C. PUNMIYA)

Date: 30-04-2010 Proprietor

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