Auditor Report of Trilogic Digital Media Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying standalone financial statements of TRILOGIC DIGITAL MEDIALIMITED ("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 account policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Management and Board of Directors of the company is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") 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 referred specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies, making judgment and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 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 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Balance Sheet, of state of affairs of the Company as at 31st March, 2015,

b) in the case of the Statement of Profit and Loss for the period ended on that date

c) in the case of the Statement of Cash Flow for the year ended on that date.

Report on other legal and Regulatory Requirements

1) 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 statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2) As required by section 143(3) of the Act, we report that :

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 aforesaid financial Statement comply with the applicable Accounting Standards specified 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, and 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.

(f) in our opinion and to the best of information and according to the explanation given to us we report as under with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 :

i. the Company does not have any pending litigations which on its financial position in its financial statements;

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

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

As required by Companies (Auditors Report) Order, 2015 issued by the Ministry of Corporate Affairs, on the basis of checks of the books and records as we considered appropriate and according to the information and explanations given to us during the course of audit, we state as under:-

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

(b) The fixed assets has been physically verified by the management during the year The Discrepancies noticed , if any on such verification were not material and have been properly with in the books of account.

ii. (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate.

(c) The Company has maintained proper records of inventories. As per the information and explanation given to us, no material discrepancies were noticed on physical verification.

iii. The Company has not granted any unsecured loans to any parties covered in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and the explanations given to us, The Company is having an adequate internal control system commensurate with the size of the company and nature of its business. On the basis of our examination of the books and records of the companies and according to the information and explanations given to us ,we have neither come across ,nor have we been informed of ,any continuing failure to correct any major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits and hence directives of the Reserve Bank of India and the provisions of the Act and the Rules framed there under are not applicable.

vi. The Central Government of India has not prescribed the maintained of cost records under sub-section (1) of Section 148 of the Act for any of the products or services of the Company.

vii. (a) According to the information and explanations given to us, no undisputed amounts payable in respect of applicable statutory dues were in arrears for a period exceeding six months as at the end of the financial year from the date they became payable except in cases mentioned hereunder:

Name of Statute Amount (Rs)

Service Tax 2,094,630

Tds Payable 25,655,285

Profession Tax 8,000

(b) According to the information and explanations given to us, the following dues of tax deduction at sources, service tax and Profession tax have not been deposited by the Company:

Name of Statute Amount (Rs)

Service Tax 3,344,642

Tds Payable 36,436,688

Profession Tax 20,600

(c) The Company is not required to transfer any fund to the Investor Education and Protection Fund in accordance with provisions of Companies Act, 1956.

viii. The Company has neither accumulated losses as at the end of the current financial year nor have they incurred cash losses, in the current financial year and in the immediately preceding financial year.

ix. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture.

x. 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 during the year. Accordingly, the provisions of clause 3(x) of the Order are not applicable to the Company.

xi. According to the information and explanation given to us, the company has not taken any term loan during the year except a loan for buying a car. The Company is regularly in paying installments.

xii. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing standards in India and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year nor have we have been informed of any such instance by the Management.

For Subramianiam Bengali & Associates

Chartered Accountants

Firm's Registration No.: 127499W

Sd/-

CA. Rajiv Bengali

Place: May 28, 2015 Partner

Date: Mumbai Membership Number: 043998

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Trilogic Digital Media 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.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 in accordance with accounting principles generally accepted in India. 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 mis-statement, 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, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 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

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

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act, 2013;

2. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of ''The Companies Act, 1956 of India (the ''Act'') and on the basis of such checks of 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 as statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

e. 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.

Trilogic Digital Media Limited Annexure to the Auditors'' Report for the year ended 31st March 2014 (Referred to in Paragraph 1 of our Report of even date)

I. Fixed Assets

a) The Company has generally maintained proper records to show full particulars including quantitative details and situtation of fixed assets.

b) As per the information and explanation given to us, the company has physically verified its fixed assets in phased manner, which in our opinion is reasonable having regard to the size of the company and nature of its assets.

c) No fixed assets are discarded / sold during the year and are accordingly not affecting the operations of the Company as a going concern.

II. Inventories

There was no inventory lying as on 31.03.2014, Accordingly, the provisions of clauses 2 of Para 4 of the Companies (Auditor''s Report) Order are not applicable to the company. The inventory represents in the financial statement is the Movie Under Production.

IN. Loans given / taken

During the period, the company has not granted or taken any Loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, Accordingly, the provisions of clauses 2 of Para 4 of the Companies (Auditor''s Report) Order are not applicable to the company.

IV. Internal Control

In our opinion and according to information and explanations given to us, there is an internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets and for sale of goods and service.

V. Transactions under Section 301

a) According to the information and explanation given to us and as verified by us, we are of opinion that the particulars of the contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956, have been entered.

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements exceeding the value of Rupees five lakhs have been entered in the register maintained under Section 301 of the Companies Act, 1956. The services received and provided to these parties are of special nature and hence not comparable with other sources.However the company is yet to obtain the approval as required u/s 297 of the companies A/ct 1956.

VI. Public Deposit

The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

VII. Internal Audit System

The Company''s is in the proecess pf settomg up am internal audit system commensurate with the size and nature of its business.

VIII. Cost Records

As explained to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956.

IX. Statutory Dues

a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India, the Company has delayed/not paid its undisputed statutory dues in respect of Income Tax, Service Tax, other material statutory dues as applicable with the appropriate authorities in India during the year. The company has not paid undiputed Income Tax TDS amount of Rs. 4.58 lacs for a period of more than six months as on 31st March, 2014.

b) According to the information and explainations given to us, there are no disputed dues of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues.

x) The Company has not incurred any cash losses during the financial year and in the immediately preceding year.

xi) Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions, bank and debenture holders.

xii) According to information and explanations given to us, the Company has not granted any loans and advances on the basis of any security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, considering the nature of activities carried on by the company, it is not a chit fund / nidhi / mutual benefit fund / society. Accordingly, the provisions of clauses 13 (a) to (d) of Para 4 of the Companies (Auditor''s Report) Order are not applicable to the company.

xiv) In our opinion and according to information and explanations given to us, the Company is not engaged in dealing or trading in shares, securities, debentures and other investments.

xv) According to information and explanations given to us, during the year, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

xvi) Based on our audit procedures and as per the information and explanations given by the management, the term loan received during the year were applied for the purpose for which the loan were obtained.

xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

xviii) The Company has made preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of Companies Act, 1956. The price at which the shares have been issued is not prejudicial to the interest of the Company.

xix) The Company has not issued any Debentures during the year.

xx) The Company has not raised any money from the public during the year through public issue. The money received on preferential allotment of shares has been utilized for general business purposes.

xxi) During the course of examination of the books of account and records of the company as produced and examined by us in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have not come across any fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For T R Chadha & Co. Chartered Accountants Firm Regn. No: 006711N

Sd/- Pramod Tilwani Place: Mumbai (Partner) Date: 29th May, 2014 Membership No. 76650

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Mar 31, 2013

We have audited the attached Balance Sheet of Trilogic Digital Media Ltd. (Formerly known as Rabha Plastics Ltd,) Jaipur as at 31st March 2013 and also the Profit & Loss account for the year ended on that date annexed hereto and Cash Flow Statement for the year ended on that date and report that:- 1. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the above paragraphs and annexure referred to in para 3 :

(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 & Profit and Loss account dealt with by this report are in agreement with the books of accounts.

(d) In our opinion, the Balance Sheet and the Profit & Loss account comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956,

(e) Based on the representations made by the directors and explanations made to us, none of the directors is disqualified from being appointed as director as on March 31, 2013 under clause (g) of sub-section 274 of the Companies Act 1956.

(f) In our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and Profit & Loss Account read together with significant accounting policies and notes thereon, and subject to;

Gives the information required by the companies act, 1956 in the manner so required and give a true and fair view:

i. In case of balance sheet, of the state of affairs of the company as at 31st march, 2013.

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

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

ANNEXURE REFFERED TO IN PARAGRAPH 3 OF THE AUDITOR''S REPORT ON THE ACCOUNTS OF TRILOGIC

DIGITAL MEDIA LTD.

(Formerly known as RABHA PLASTICS LTD)

FOR THE YEAR ENDED ON 31ST MARCH 2013.

1) The Company does not have any fixed assets.

2) As there is no inventory the question of physical verification of inventory or procedure followed does not arise.

3) According to the information and explanations given to us, the company has not granted any unsecured loan to companies, firms or other parties listed in the register maintained under section 301 of the companies'' act 1956.

4) As explained to us the Company has not taken any loans secured or unsecured from Companies, firms or other parties covered under register maintained under section 301 of the Companies Act, 1956.

5) As explained to us the company has ventured into the business of media and advertising and has started with a very small turnover and according to the information received the Company has adequate control system commensurate with the size of the company and nature of its business with regards to the sale of the goods and services.

6) On the basis the information, explanations and representations given to us, there were no transaction in which the directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the companies act 1956 and which were required to be entered in the register maintained under section 301 of the said Act.

7) The company has not accepted any deposit from the public during the year.

8) The central government has not prescribed the maintenance of cost records by the company under section 209(1)(d) of the Companies Act 1956.

9) It was explained to us that since the company has started the new business in the current year, the company has not been regular in paying statutory dues and following taxes were outstanding as on 31st March, 2013 for more than six months TDS Payable Rs. 5,27,862/- and Service Tax Rs. 6,26,187/- with the appropriate authorities.

10) On the basis of the records examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

11) As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

12) As the company is not a chit fund / Nidhi/ mutual fund, special statute applicable to such companies are not applicable to the company.

13) Company is not dealing or trading in shares, securities, debentures hence para is not applicable.

14) According to the information and explanations given to us, and the representations made by the management, the company has not given any guarantee for loans taken by others from any bank or financial institution.

15) On the basis of the records examined by us the company has not obtained any fresh loan, hence no comments required under this para.

16) According to the information and explanations given to us, and on an overall examination of the financial statements of the company and after placing reliance on the reasonable assumptions made by the company for classification of long term and short term usages of funds, we are of the opinion that, prima- facie, No short term funds have been utilized fir long term purposes and vice-versa.

17) 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

18) On the basis of the records and documents examined by us, the company has not issued debentures.

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

20) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.

For Subramaniam Bengali &

Associates Chartered Accountants

FRN : 127499W

Sd/-

CA Rajiv Bengali

Place: Mumbai Partner

Date: June 22, 2013 M. No. : 043998

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Mar 31, 2012

We have audited the attached Balance Sheet of Trilogic Digital Media Ltd. (Formerly known as Rabha Plastics Ltd,) Jaipur as at 31st March 2012 and also the Profit & Loss account for the year ended on that date annexed hereto and Cash Flow Statement for the year ended on that date and report that:-

1. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the above paragraphs and annexure referred to in para 3 :

(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 & Profit and Loss account dealt with by this report are in agreement with the books of accounts.

(d) In our opinion, the Balance Sheet and the Profit & Loss account comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956,

(e) Based on the representations made by the directors and explanations made to us, none of the directors is disqualified from being appointed as director as on March 31, 2012 under clause (g) of sub-section 274 of the Companies Act 1956.

(f) We draw attention to Notes on accounts forming part of audit report, which disclosed the facts of closures of the manufacturing activities of the company and change of business line. Further the company has total accumulated losses at the end of the year i.e Rs 594.00 lacs against the paid up share capital and reserves of Rs 564.03 lacs.

(g) In our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and Profit & Loss Account read together with significant accounting policies and notes thereon, and subject to;

Gives the information required by the companies act, 1956 in the manner so required and give a true and fair view:

i. In case of balance sheet, of the state of affairs of the company as at 31st march, 2012.

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

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

ANNEXURE REFFERED TO IN PARAGRAPH 3 OF THE AUDITOR'S REPORT ON THE ACCOUNTS OF TRILOGIC DIGITAL MEDIA LTD. (Formerly known as RABHA PLASTICS LTD) FOR THE YEAR ENDED ON 31ST MARCH 2012.

1) The Company does not have any fixed assets.

2) As there is no inventory the question of physical verification of inventory or procedure followed does not arise.

3) According to the information and explanations given to us, the company has not granted any unsecured loan to companies, firms or other parties listed in the register maintained under section 301 of the companies' act 1956.

4) As explained to us the Company has not taken any loans secured or unsecured from Companies, firms or other parties covered under register maintained under section 301 of the Companies Act, 1956.

5) As explained to us the company has ventured into the business of media and advertising and has started with a very small turnover and according to the information received the Company has adequate control system commensurate with the size of the company and nature of its business with regards to the sale of the goods and services.

6) On the basis the information, explanations and representations given to us, there were no transaction in which the directors were interested as contemplated under section 297 and sub- section (6) of section 299 of the companies act 1956 and which were required to be entered in the register maintained under section 301 of the said Act.

7) The company has not accepted ay deposit from the public during the year.

8) The Company had no activity during the year under audit and it was involved in venturing into new business and hence the company had no internal audit system during the year.

9) The central government has not prescribed the maintenance of cost records by the company under section 209(1)(d) of the Companies Act 1956.

10) According to the records of the company it was observed that the company is regular in depositing undisputed statutory dues including provident fund and sales-tax with the appropriate authorities.

11) On the basis of the records examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12) As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13) As the company is not a chit fund / Nidhi/ mutual fund, special statute applicable to such companies are not applicable to the company.

14) Company is not dealing or trading in shares, securities, debentures hence para is not applicable.

15) According to the information and explanations given to us, and the representations made by the management, the company has not given any guarantee for loans taken by others from any bank or financial institution.

16) On the basis of the records examined by us the company has not obtained any fresh loan, hence no comments required under this para.

17) According to the information and explanations given to us, and on an overall examination of the financial statements of the company and after placing reliance on the reasonable assumptions made by the company for classification of long term and short term usages of funds, we are of the opinion that, prima- facie, No short term funds have been utilized fir long term purposes and vice-versa.

18) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies act 1956

19) On the basis of the records and documents examined by us, the company has not issued debentures.

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

21) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.

For Subramaniam Bengali & Associates

Chartered Accountants

FRN: 127499W

CA Rajiv Bengali

Partner Place-Mumbai Date -25.08.2012

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Mar 31, 2010

We have audited the attached Balance Sheet of Rabha Plastics Ltd, Jaipur as at 31st March 2010 and also The Profit & Loss a/c for the year ended on that date annexed hereto and Cash Flow Statement for the year ended on that date and report that:-

1. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the above paragraphs and annexure referred to in para 3 :

(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 except no details/information, were made available to us with respect to balance available with the bank of Baroda in Mumbai branch having outstanding balance of Rs 0.11 lacs as per books of accounts.

(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 & Profit and Loss account dealt with by this report are in agreement with the books of accounts.

(d) In our opinion, the Balance Sheet and the Profit & Loss account comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956, except as stated in para (g) below for non compliance of A.S.-l5,"Accounting for Retirement Benefits in the Financial Statement of Employers" issued by the ICAI.

(e) Based on the representations made by the directors and explanations made to us, none of the directors is disqualified from being appointed as director as on March 31, 2010 under clause (g) of sub-section 274 of the Companies Act 1956.

(f) We draw attention to Notes on accounts forming part of audit report, which disclosed the facts of closures of the manufacturing activities of the company and sold out some of the plant & machinery. Further the company has total accumulated losses at the end of the year i.e Rs 554.69 lacs against the paid up share capital of Rs 557.70 lacs.

(g) In our opinion and to the best of our information and according to the explanation given to the said Balance Sheet and Profit & Loss Account read together with significant accountii policies and notes thereon, and subject to;

(i) The omission of the information dealt within para (f) above.

(ii) The omission of the information dealt within para (a) above. (iii) Non provision for bad and doubtful debts, loans and advances outstanding since long time and doubtful recovery (Amount Unascertained) (Refer para No.7 of Notes
Gives the information required by the companies act, 1956 in the manner so required and give a tr and fair view:

i. In case of balance sheet, of the state of affairs of the company as at 31st march, 2010.

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

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

ANNEXURE REFFERED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT ON THE ACCOUNTS OF RABHA PLASTICS LTD FOR THE YEAR ENDED ON 31st MARCH 2010.

1) The company has not maintained proper records showing particulars, including quantitative details and situation of fixed assets. Company has sold maximum assets existing in the company; hence company has not carried out any physical verification during the year.

2) Fixed assets disposed off during the current year & year prior to current year were substantial and therefore it may affects going concern status of the company.

3) (a) As explained to us, inventories have not been physically verified at the end of the year by the management.

(b) N.A.

(c) No Inventory records produced before us for audit.

4) (a) According to the information and explanations given to us, the company has not taken any unsecured loan from companies, firms or other parties listed in the register maintained under section 301 of the companies act 1956. However, no loan has been granted by the company to companies, firms or other parties listed in the register maintained under section 301of the companys act 1956.

(b) N.A.

(c) N.A.

(d) N.A.

5) Being no virtual operational activity in the Company, hence no comment required regarding adequacy of internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of inventory, fixed assets and for the sale of the goods.

6) On the basis of the audit procedures performed by us, and according to the information, explanations and

representations given to us, we are of the opinion that the company has not entered into transactions in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the companies act 1956 and which were required to be entered in the register maintained under section 301 of the said Act.

7) The company has not accepted ay deposit from the public during the year.

8) The company does not have any internal audit system, which is commensurate with the size of the company and the nature of its business.

9) The central government has not prescribed the maintenance of cost records by the company under section 209(1 )(d) of the Companies Act 1956. - According to the records of the company it was observed that the company is not regular in depositing undisputed statutory dues including provident fund and sales-tax with the appropriate authorities. The Employees contribution to PF 24446/- & Employees contribution to ESI Rs. 4754.86 as statutory dues were outstanding as at 31.03.2009 but the same has been written off during the current year

(b) On the basis of our examination of the documents and records, the following disputed statutory dues on account of Show cause for cancellation of Sales Tax incentive benefit under 1987 scheme of Rs 115.83 Lacs worth of benefit is pending with the appropriate authorities.

10) On the basis of the records examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

11) As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

12) As the company is not a chit fund / Nidhi/ mutual fund, special statute applicable to such companies are not applicable to the company.

13) Company is not dealing or trading in shares, securities, debentures hence para is not applicable.

14) According to the information and explanations given to us, and the representations made by the management, the company has not given any guarantee for loans taken by others from any bank or financial institution.

15) On the basis of the records examined by us the company has* not obtained any fresh loan, hence no comments required under this para.

16) According to the information and explanations given to us, and on an overall examination of the financial statements of the company and after placing reliance on the reasonable assumptions made by the company for classification of long term and short term usages of funds, we are of the opinion that, prima- facie, No short term funds have been utilized fir long term purposes and vice-versa.

17) 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

18) On the basis of the records and documents examined by us, the company has not issued debentures.

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

20) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.



Place: Jaipur For RAS & Associates

Date: 06.09.2010 Chartered Accountants

Sd/- (CA Sharad Kabra) Partner