Auditor Report of Shree Ashtavinayak Cine Vision Ltd.

Mar 31, 2013

We have audited the accompanying financial statements of SHREE ASHTAVINAYAK CINE VISION LIMITED as at 31st March 2013, which comprise of the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss, and Cash Flow Statement of the Company for the year ended on that date annexed thereto, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

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

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

Opinion

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

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

(ii) in case of Statement of Profit and Loss, of the loss of the Company for the year ended on that date.

(iii) in case of cash flow statement, of cash flow of the Company for the year ended on that date.

Emphasis of Matter

Attention is invited to Sub Note no. 6 of Note No. 31 of Annual Accounts as regards the challenges that the Company is facing on financial front; and thus has not been able to repay the loans, secured and unsecured, statutory dues, and other unsecured creditors. A few parties have filed a suits against the Company for recovery of debts including winding up of the Company. One of the main reasons for the financial challenges is moneys raised by the Company through various sources are deployed in various projects of production and distribution of films which have delayed owing to various reasons. The moneys advanced to Indian and foreign subsidiaries of the Company are deployed by the said subsidiaries in various production and distribution of films projects which are also delayed. The management is hopeful to overcome the challenges that are in way. The management is of the view that amounts realizable by the Company are larger than the liabilities of the Company, and the present financial challenges are part of a temporary phase. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

(a) we have obtained all the information and explanation except information as to confirmation of secured and unsecured creditors as described in sub-note no. 6 of Note No. 31 to the Annual Accounts, which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the Directors, as on the date of balance sheet, and taken on record by the board of directors, we report that none of the directors is disqualified as on the said date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956;

(f) since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956, nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company;

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE SHREE ASHTAVINAYAK CINE VISION LIMITED

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed substantial portion of its fixed assets during the year; accordingly the going concern status of the Company is not affected.

(ii) As explained by the Management, the production of films requires various types, qualities and quantities of materials, consumables and inputs in different denominations generally pertaining to the specific films under production. Due to multiplicity and complexity of items, many of which are used across various films under production at the same time, it is not practicable to maintain the stock register, as the process of making films is not amenable to it. All the purchases of films related consumable/ consumables are treated as consumed. In view of this, the Company does not maintain inventory register and also does not carry out physical verification of inventory. Hence information relating to clause (ii) (a) and (b) of the order has not been given.

(iii) (a) As explained to us, the Company has granted unsecured loan(s), to Four subsidiary companies (Three 100% Subsidiary in India and one overseas), of which loans to four Indian subsidiaries are interest free. Aggregate amount involved as loans to all the subsidiaries at the balance sheet date and maximum amount so involved of these loans are as under:

Name of the Company Amount at the Maximum Amount year end (Amount in Crore) (Amount in Crore)

Shree Ashtavinayak Cine Vision FZE (Foreign Subsidiary) 567.78 595.38

Shree Ashtavinayak Dream Pictures Limited 0.01 0.01

Shree Ashtavinayak Light Camera Action Limited 23.84 23.84

Shree Ashtavinayak Passion Movies Limited 5.02 5.01

596.64 624.24

(b) As explained to us, the terms and conditions of unsecured loans granted by the Company to above subsidiaries are not prima-facie prejudicial to interest of the Company. The Management is of the view that all loans and advances granted to the subsidiaries are good in nature; and in accounts of the respective subsidiaries, assets of such subsidiaries, wherein the funds advanced by the Company are applied, have been considered good in nature.

(c) As explained to us, the loans to Indian subsidiaries are demand loans; and hence the sub-clause dealing with receipt of the principal amount and interest on regular basis is not applicable. Loan to the foreign subsidiary and interest thereon is has fallen due on the balance sheet date as the same was repayable along with interest after 60 months from February 18, 2008, the date of loan agreement. The Company has reversed the interest charged to its foreign subsidiary during the year as explained in sub-note no. 7 of Note No. 31 of the accounts.

(d) Since the loans granted to Indian subsidiaries are in nature of demand loan(s), the sub-clause dealing with overdue amount more than rupees one lakh is not applicable. As regards loan to foreign subsidiary, the same has fallen due. The management has explained that, it is taking necessary steps to recover the amount.

(e) The Company has taken interest free unsecured loans from two parties covered in the register maintained under section 301 of the Act. The amount involved at end of the year in aggregate was RS. 82.56 Crore, and the maximum amount involved in the transaction during the year was RS. 82.56 Crore.

(f) Other terms and conditions of unsecured loans taken by the Company, are prima facie not prejudicial to interest of the Company.

(g) The unsecured loans taken are repayable on demand. The Company has paid the loan amount as and when demanded by the lender, thus, we are explained, there has been no default on the part of the Company.

(iv) In our view, there is an adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets, and for sale of goods and services, though, the Company does not maintain any physical inventories or sales of goods owing to the nature of its business. In our view, there has been no continuing failure to correct major weakness in internal control systems of the Company. view, there has been no continuing failure to correct major weakness in internal control systems of the Company.

(v) (a) According to the information and explanation given to us and on the basis of representation received from the Management, the transactions that need to be entered into register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) As explained to us, there are no transactions made in pursuance of such contracts or arrangements made during the year, and accordingly, the clause as to entering the transactions at prices which are reasonable having regard to the prevailing market prices at the relevant time is not applicable.

(vi) In our opinion, the Company has complied with the provisions of section 58A and section 58AA or any other provisions of the Companies Act, 1956 and the rules made there under. We have been informed by the management that there has been no order passed by the Company law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company with respect to compliance of the provisions of section 58A or 58AA or any other provisions of the Companies Act 1956.

(vii) On the basis of internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by an Internal Auditor of the Company is adequate and commensurate with the size of the Company and nature of its business.

(viii) We have been informed by the management that, the Central Government has not prescribed the method of maintenance of cost records u/s. 209 (1) (d) of the Companies Act, 1956 to the industry to which the Company pertains.

(ix) (a) We have been informed by the management that, the Company not regular in depositing the undisputed statutory dues with the appropriate authorities, and there have been material arrears of outstanding dues as at the last day of this financial year for more than six months from the date they became payable as under:

PARTICULARS (Amount in Crore)

Tax deducted at source for Assessment Year 2012-13 3.19

Tax deducted at source for Assessment Year 2013-14 1.56

Income Tax for Assessment Year 2010-11 2.37

Income Tax for Assessment Year 2012-13 4.83

Wealth tax for Assessment Year 2012-13 0.05

Service Tax for Financial Year 2012-13 0.07

The management has informed us that, the default with respect to income-tax for Assessment Year 2010-11 was to be made good by making adjustment againt refund for Assessment year 2011-12. However, this refund was adjusted against earlier Assessment Years by the Income-tax Department. The Company has informed us that, it is taking necessary action against this adjustment.

(b) According to the information and explanation given to us, there are no dues of Income tax, Sales tax, Wealth Tax, and Service tax, Custom Duty, Excise Duty or Cess, as applicable to it which have not been deposited on account of any dispute except the following:

PARTICULARS (Amount in Forum where Crore) the dispute is pending

Income Tax Assessed dues for Assessment Year 2010-11 13.94 CIT (A)

(x) According to the information and explanation given to us, there are no accumulated losses at end of the financial year in excess of fifty percent of net worth of the Company. The Company has incurred cash losses during the year, but did not incur cash losses in the immediately preceding financial year.

(xi) The Company has defaulted in repayment of dues to financial institutions and banks for a period ranging from three months to fifteen months. As informed to us, the amount involved in these loans on account of principal repayment and interest is Rs. 105.98 Crore.

(xii) As informed to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities; accordingly, there is no necessity as to maintaining documents and records in this respect.

(xiii) The provisions of any special statute in respect of chit fund, nidhi, mutual benefit funds or societies are not applicable to the Company.

(xiv) The Company has not dealt or traded in shares, securities, debentures and other investments; hence maintenance of records for the same does not arise.

(xv) The management has informed us that, the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

(xvi) As per the explanation given by the management, the term loans were applied for the purposes for which they were obtained. We are explained that, the Company is in to the business of production and distribution of films, and the term loans are raised for different projects of making films and are used inter changeably depending upon need of the concerned project; however that, entire film production segment is treated as one segment for the purpose of this clause. One of the working capital loans was partly concerted into term loan of Rupees Six Crore by the bank without extending any funds under capital restructuring plan. Hence, in our view, the same is treated as in compliance with this clause.

(xvii) As explained to us by the management, there were no funds that were raised on a short-term basis, which have been applied for long-term investment.

(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.

(xix) The Company has not issued any debentures; hence no security or charges have been created in respect of the same.

(xx) The Company has not made any public issues of shares during the year; hence disclosure requirement as to end utilization of public issue money is not required

(xxi) As informed by the management, there has not been noticed or reported any fraud on or by the Company during the year.

FOR SHAH, SHAH & SHAH

CHARTERED ACCOUNTANTS

(Mehul Shah)

PARTNER

Firm Regd. No: 116457W

Membership No.: 049361

Mumbai: May 30, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of Shree Ashtavinayak Cine Vision Limited as at March 31, 2012, Statement of Profit and Loss for the year ended on that date annexed thereto, and Cash Flow Statement of the Company for the period ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management Our Responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on the 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 of our opinion.

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

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

(a) we have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit. Attention is invited to Sub Note No. 5 of Note No. 31 of the Annual Accounts, in view of which loans, advances, and other assets due from subsidiary companies of the Company are treated as good in nature. Attention is invited to Sub Note No. 6 (a) & (b) of Note No. 31 of the Annual Accounts as regards non receipt of loan confirmations form certain parties owing to dispute with them or default in repayment.

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

(c) the balance sheet and profit and loss account dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance sheet and profit and loss account read with notes there on dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956.

(e) on the basis of written representations received from the Directors, as on the date of balance sheet, and taken on record by the board of directors, we report that none of the directors is disqualified as on the said date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956;

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

(i) in case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) in case of Statement of Profit and Loss, of the Profit of the Company for the year ended on that date.

(ii) in case of Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE IN CASE OF SHREE ASHTAVINAYAK CINE VISION LIMITED

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed substantial portion of its fixed assets during the year; accordingly the going concern status of the Company is not affected.

(ii) As explained by the Management, the production of films requires various types, qualities and quantities of materials, consumables and inputs in different denominations generally pertaining to the specific films under production. Due to multiplicity and complexity of items, many of which are used across various films under production at the same time, it is not practicable to maintain the stock register, as the process of making films is not amenable to it. All the purchases of films related consumable/ consumables are treated as consumed. In view of this, the Company does not maintain inventory register and also does not carry out physical verification of inventory. Hence information relating to clause (ii) (a) and (b) of the order has not been given.

(iii) (a) As explained to us, the Company has granted unsecured loan(s), to Five subsidiary companies (four 100% Subsidiary in India and one overseas), of which loans to four Indian subsidiaries are interest free. Aggregate amount involved as loans to all the subsidiaries at the balance sheet date was RS. 548.56 Crore, and maximum amount so involved RS. 557.71 Crore. The details of these loans are as under:

Name of the Company Amount at the Maximum Amount year end (Amount in Crore)

(Amount in Shree Ashtavinayak Cine Vision FZE (Foreign Subsidiary) 532.12 532.12

Shree Ashtavinayak LFS Infra Limited 0.66 0.66

Shree Ashtavinayak Dream Pictures Limited 0.01 0.01

Shree Ashtavinayak Light Camera Action Limited 10.76 19.81

Shree Ashtavinayak Passion Movies Limited 5.02 5.12

(b) As explained to us, the terms and conditions of unsecured loans granted by the Company to above subsidiaries are not prima-facie prejudicial to interest of the Company. The Management is of the view that all loans and advances granted to the subsidiaries are good in nature; and in accounts of the respective subsidiaries, assets of such subsidiaries, wherein the funds advanced by the Company are applied, have been considered good in nature.

(c) As explained to us, the loans to Indian subsidiaries are demand loans; and hence the sub-clause dealing with receipt of the principal amount and interest on regular basis is not applicable. Loan to the foreign subsidiary and interest thereon is not due on the balance sheet date; and the same is repayable along with interest after 60 months from February 18, 2008, the date of loan agreement.

(d) Since the loans granted to Indian subsidiaries are in nature of demand loan(s), the sub-clause dealing with overdue amount more than rupees one lakh is not applicable.

(e) The Company has taken interest free unsecured loans from two parties covered in the register maintained under section 301 of the Act. The amount involved at end of the year in aggregate was RS. 76.55 Crore, and the maximum amount involved in the transaction during the year was RS. 78.14 Crore.

(f) Other terms and conditions of unsecured loans taken by the company, are prima facie not prejudicial to interest of the Company.

(g) The unsecured loans taken are repayable on demand. The Company has paid the loan amount as and when demanded by the lender, thus, we are explained, there has been no default on the part of the Company.

(iv) In our view, there is an adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets, and for sale of goods and services, though, the Company does not maintain any physical inventories or sales of goods owing to the nature of its business. In our view, there has been no continuing failure to correct major weakness in internal control systems of the Company.

(v) (a) According to the information and explanation given to us and on the basis of representation received from the Management, the transactions that need to be entered into register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) As explained to us, there are no transactions made in pursuance of such contracts or arrangements made during the year, and accordingly, the clause as to entering the transactions at prices which are reasonable having regard to the prevailing market prices at the relevant time is not applicable.

(vi) In our opinion, the Company has complied with the provisions of section 58A and section 58AA or any other provisions of the Companies Act, 1956 and the rules made there under. We have been informed by the management that there has been no order passed by the Company law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company with respect to compliance of the provisions of section 58A or 58AA or any other provisions of the Companies Act 1956.

(vii) On the basis of internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by an Internal Auditor of the Company is adequate and commensurate with the size of the Company and nature of its business.

(viii) We have been informed by the management that, the Central Government has not prescribed the method of maintenance of cost records u/s. 209 (1) (d) of the Companies Act, 1956 to the industry to which the Company pertains.

(ix) (a) We have been informed by the management that, the Company is generally regular in depositing all undisputed statutory dues with the appropriate authorities and there have been no material arrears of outstanding dues as at the last day of this financial year for more than six months from the date they became payable except wealth-tax and tax deducted at source as under:

PARTICULARS (Amount in Crore)

Tax deducted at source for Assessment Year 2012-13 1.39

Income Tax for Assessment Year 2010-11 2.37

Wealth tax for Assessment Year 2011 -12 0.03

The management has informed us that, the default with respect to wealth tax for Assessment Year 2011-12 is made good by making the payment along with interest on the date of this report.

(b) In our opinion and according to the information and explanation given to us, there are no dues of Income tax, Sales tax, Wealth Tax, and Service tax, Custom Duty, Excise Duty or Cess, as applicable to it which have not been deposited on account of any dispute.

(x) According to the information and explanation given to us, there are no accumulated losses at end of the financial year in excess of fifty percent of net worth of the Company. The Company has not incurred cash losses during the year, but incurred cash losses in the immediately preceding financial period.

(xi) The Company is to pay amount due but unpaid on account of interest amounting to RS. 92.33 Lac to the financial institutions for a period of three months on the date of Balance Sheet. The Management has explained us that, it is in process of renegotiating the terms of these loans with the Institutions.

(xii) As informed to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities; accordingly, there is no necessity as to maintaining documents and records in this respect.

(xiii) The provisions of any special statute in respect of chit fund, nidhi, mutual benefit funds or societies are not applicable to the Company.

(xiv) The Company has not dealt or traded in shares, securities, debentures and other investments; hence maintenance of records for the same does not arise.

(xv) The management has informed us that, the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

(xvi) As per the explanation given by the management, the term loans were applied for the purposes for which they were obtained. We are explained that, the Company is in to the business of production and distribution of films, and the term loans are raised for different projects of making films and are used inter changeably depending upon need of the concerned project; however that, entire film production segment is treated as one segment for the purpose of this clause.

(xvii) As explained to us by the management, there were no funds that were raised on a short-term basis, which have been applied for long-term investment

(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.

(xix) The Company has not issued any debentures; hence no security or charges have been created in respect of the same.

(xx) The Company has not made any public issues of shares during the year; hence disclosure requirement as to end utilization of public issue money is not required

(xxi) As informed by the management, there has not been noticed or reported any fraud on or by the Company during the year

FOR SHAH, SHAH & SHAH CHARTERED ACCOUNTANTS

(Mehul Shan)

PARTNER

Firm Regd. No: 116457W

Membership No.: 049361

Mumbai: May 30, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of Shree Ashtavinayak Cine Vision Limited as at March 31, 2011 Profit and Loss account for the period ended on that date annexed thereto, and Cash Flow Statement of the Company for the period ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our Responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on the 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 of our opinion.

As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order. Further to our comments in the Annexure referred to above, we report that:

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

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

(c) the balance sheet and profit and loss account dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance sheet and profit and loss account read with notes there on dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956.

(e) on the basis of written representations received from the Directors, as on the dated of balance sheet, and taken on record by the board of directors, we report that none of the directors is disqualified as on the said date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956;

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

(i) in case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

(ii) in case of Profit and Loss Account, of the loss of the Company for the period ended on that date.

(ii) in case of Cash Flow Statement, of the cash flow of the Company for the period ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE IN CASE OF SHREE ASHTAVINAYAK CINE VISION LIMITED

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed substantial portion of its fixed assets during the period; accordingly the going concern status of the Company is not affected.

(ii) As explained by the Management, the production of films requires various types, qualities and quantities of materials, consumables and inputs in different denominations generally pertaining to the specific films under production. Due to multiplicity and complexity of items, many of which are used across various films under production at the same time, it is not practicable to maintain the stock register, as the process of making films is not amenable to it. All the purchases of films related consumable/ consumables are treated as consumed. In view of this, the Company does not maintain inventory register and also does not carry out physical verification of inventory. Hence information relating to clause (ii) (a) and (b) of the order has not been given.

(iii) (a) As explained to us, the Company has granted interest free unsecured loan(s), to THREE companies (100% Subsidary in India) covered in the register maintained under section 301 of the Act.

The amount involved at the balance sheet date was Rs. 0.25 Million, and maximum amount so involved Rs. 0.25 Million.

(b) The terms and conditions of unsecured loans granted by the Company are not prima-facie prejudicial to interest of the Company.

(c) As explained to us, the said loan(s) are demand loans; and hence the sub-clause dealing with receipt of the principal amount and interest on regular basis is not applicable.

(d) Since the loan(s) granted are in nature of demand loan(s), the sub-clause dealing with overdue amount more than rupees one lakh is not applicable.

(e) The Company has taken unsecured loans from two parties covered in the register maintained under section 301 of the Act; some of which are interest free. The amount involved at end of the year in aggredgate was R s . 764.56 Million,and the maximum amount involved in the transaction was R s . 764.56 Million.

(f) Other terms and conditions of unsecured loans taken by the company, are prima facie not prejudicial to interest of the Company.

(g) The loans taken are repayable on demand. As informed, the Company has paid the loan amount as and when demanded by the lender, thus there has been no default on the part of the Company.

(iv) In our view, there is an adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets, and for sale of goods and services, though, the Company does not maintain any physical inventories or sales of goods owing to the nature of its business. In our view, there has been no continuing failure to correct major weakness in internal control systems of the Company.

(v) According to the information and explanation given to us and on the basis of representation received from the Management, the transactions that need to be entered into register maintained under section 301 of the Companies Act, 1956 have been so entered and the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the Company has complied with the provisions of section 58A and section 58AA or any other provisions of the Companies Act, 1956 and the rules made there under. We have been informed by the management that there has been no order passed by the Company law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company with respect to compliance of the provisions of section 58A or 58AA or any other provisions of the Companies Act 1956.

(vii) On the basis of internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by an Internal Auditor of the Company is adequate and commensurate with the size of the Company and nature of its business.

(viii) We have been informed by the management that, the Central Government has not prescribed the method of maintenance of cost records u/s. 209 (1) (d) of the Companies Act, 1956 to the industry to which the Company pertains.

(ix) (a) We have been informed by the management that, the Company is generally regular in depositing all undisputed statutory dues with the appropriate authorities and there have been no material arrears of outstanding dues as at the last day of this financial period for more than six months from the date they became payable except income-tax and tax deducted at source as mentioned in Note No. 5.9 of Notes on accounts.

PARTICULARS Amount

in Rs. Millions

Tax deducted at source Rs. 25.94

Income-tax for Assessent Year 2010-11 Rs. 23.67

(b) In our opinion and according to the information and explanation given to us, there are no dues of Income tax, Sales tax, Wealth Tax, and Service tax, Custom Duty, Excise Duty or Cess, as applicable to it which have not been deposited on account of any dispute.

(x) According to the information and explanation given to us, the accumulated losses at the end of the financial period are not in excess of fifty percent of net worth of the Company. The Company has incurred cash losses during the period, and not incurred cash losses in the immediately preceding financial period.

(xi) As informed to us by the management, the Company is to pay amount due but unpaid on account of principal and interest amount of Rs. 77.79 million to the financial institution for a period more than two months.

(xii) As informed to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities; accordingly, there is no necessity as to maintaining documents and records in this respect.

(xiii) The provisions of any special statute in respect of chit fund, nidhi, mutual benefit funds or societies are not applicable to the Company.

(xiv) The Company has not dealt or traded in shares, securities, debentures and other investments; hence maintenance of records for the same does not arise.

(xv) The management has informed us that, the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

(xvi) As per the explanation given by the management, the term loans were applied for the purposes for which they were obtained.

(xvii) As explained to us by the management, there were no funds that were raised on a short-term basis, which have been applied for long-term investment.

(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.

(xix) The Company has not issued any debentures; hence no security or charges have been created in respect of the same.

(xx) The Company has not made any public issues of shares; hence disclosure requirement as to end utilization of public issue money is not required

(xxi) As informed by the management, there has not been noticed or reported any fraud on or by the Company during the period.

FOR SHAH, SHAH & SHAH

CHARTERED ACCOUNTANTS

(Mehul Shah)

PARTNER

Firm Regd. No: 116457W

Membership No.:049361

Mumbai: May 27, 2011

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Sep 30, 2010

We have audited the attached Balance Sheet of Shree Ashtavinayak Cine Vision Limited as at 30th September 2010, Profit and Loss account for the period ended on that date annexed thereto, and Cash Flow Statement of the Company for the period ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our Responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on the 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 of our opinion.

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

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

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

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

(c) the balance sheet and profit and loss account dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance sheet and profit and loss account read with notes there on dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956.

(e) on the basis of written representations received from the Directors, as on the dated of balance sheet, and taken on record by the board of directors, we report that none of the directors is disqualified as on the said date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956;

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

(i) in case of the Balance Sheet, of the state of affairs of the Company as at 30th September 2010;

(ii) in case of Profit and Loss Account, of the profit of the Company for the period ended on that date.

(iii) in case of cash flow statement, of cash flow of the Company for the period ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE IN CASE OF SHREE ASHTAVINAYAK CINE VISION LIMITED

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physicai verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed substantial portion of its fixed assets during the year; accordingly the going concern status of the Company is not affected.

(ii) As explained by the Management, the production of films requires various types, qualities and quantities of materials, consumables and inputs in different denominations generally pertaining to the specific films under production. Due to multiplicity and complexity of items, many of which are used across various films under production at the same time, it is not practicable to maintain the stock register, as the process of making films is not amenable to it. All the purchases of films related consumable/ consumables are treated as consumed. In view of this, the Company does not maintain inventory register and also does not carry out physical verification of inventory. Hence information relating to clause (ii) (a) and (b) of the order has not been given.

(iii) (a) As explained to us, the Company has granted interest free unsecured loan(s) to one company (100% subsidiary in India) covered in the register maintained under section 301 of the Act. The amount involved at the balance sheet date was - 58 Million, and maximum amount so involved was - 85 Million.

(b) The terms and conditions of unsecured loans granted by the Company are not prima-facie prejudicial to interest of the Company.

(c) As explained to us, the said loan(s) are demand loans; and hence the sub-clause dealing with receipt of the principal amount and interest on regular basis is not applicable.

(d) Since the loan(s) granted are in nature of demand loan(s), the sub- clause dealing with overdue amount more than rupees one lakh is not applicable.

(e) The Company has taken interest free unsecured loans from two party(s) covered in the register maintained under section 301 of the Act. The amount involved at the balance sheet date was - 45 Million, and maximum amount so involved - 172.50 Million.

(f) The terms and conditions of unsecured loans taken by the Company, are prima facie not prejudicial to the interest of the Company

(g) The loans taken are repayable on demand. As informed, the Company has paid the loan amount as and when demanded by the lender, thus there has been no default on the part of the Company.

(iv) In our view, there is an adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets, and for sale of goods and services, though, the Company does not maintain any physical inventories or sales of goods owing to the nature of its business. In our view, there has been no continuing failure to correct major weakness in internal control systems of the Company.

(v) According to the information and explanation given to us and on the basis of representation received from the Management, the transactions that need to be entered into register maintained under section 301 of the Companies Act, 1956 have been so entered and the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the Company has complied with the provisions of section 58A and section 58AA or any other provisions of the Companies Act, 1956 and the rules made there under. We have been informed by the management that there has been no order passed by the Company law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company with respect to compliance of the provisions of section 58A or 58AA or any other provisions of the Companies Act 1956.

(vii) On the basis of internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by an Internal Audit Department of the Company is adequate and commensurate with the size of the Company and nature of its business.

(viii) We have been informed by the management that, the Central Government has not prescribed the method of maintenance of cost records u/s. 209 (1) (d) of the Companies Act, 1956 to the industry to which the Company pertains.

(ix) (a) We have been informed by the management that, the Company is generally regular in depositing all undisputed statutory dues, with the appropriate authorities and there have been no material arrears of outstanding dues as at the last day of this financial year for more than six months from the date they became payable except income-tax and tax deducted at source as mentioned in Note No. 5.12 of Notes on accounts, and service tax where there have been significant delays are noted in payment by the Company. As explained in Note No. 5.11 of the Notes to Accounts, no amount has accrued in respect of Maharashtra Value Added Tax.

(b) In our opinion and according to the information and explanation given to us, there are no dues of Income tax, Sales tax, Wealth Tax, and Service tax, Custom Duty, Excise Duty or Cess, as applicable to it which have not been deposited on account of any dispute.

(x) In our opinion, the Company has no accumulated losses at end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) As informed to us by the management, the Company has not defaulted in repayment of any dues to financial institution or banks; whereas there are no debenture holders.

(xii) As informed to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities; accordingly, there is no necessity as to maintaining documents and records in this respect.

(xiii) The provisions of any special statute in respect of chit fund, nidhi, mutual benefit funds or societies are not applicable to the Company.

(xiv) The Company has not dealt or traded in shares, securities, debentures and other investments; hence maintenance of records for the same does not arise.

(xv) The management has informed us that, the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

(xvi) As per the explanation given by the management, the term loans were applied for the purposes of film making and distribution for which they were obtained.

(xvii) As explained to us by the management, there were no funds that were raised on a short-term basis, which have been applied for long-term investment.

(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.

(xix) The Company has not issued any debentures; hence no security or charges have been created in respect of the same.

(xx) We have verified that the end use of money raised by public issues is as disclosed in the notes to the financial statements covered by our audit report.

(xxi) During the period of audit, there was an attempt to defraud the Company by misuse of power of attorney given. We are informed that, the Company has been able to recover the full amount. Attention is invited to Note No, 5.2 of the Notes to Accounts for details. As explained to us, the Company has not suffered any material loss as the entire amount sought to be misappropriated was recovered by the Company.

FOR SHAH, SHAH &SHAH

CHARTERED ACCOUNTANTS

(Mehul Shah)

PARTNER

M. No. 49361

FRN: 116457W

Mumbai: January 10, 2011