Auditor Report of TV Vision Ltd.

Mar 31, 2024

We have audited the Standalone financial statements of TV Vision Limited (“the Company”), which comprise the Balance Sheet as at March 31,2024, the statement of Profit and Loss, statement of Changes in Equity and the statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to explanation given to us, except for the effects of the matters described in the Basis of Qualified Opinion and Material Uncertainty relating to Going Concern section of our report, the accompanying standalone financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, and its loss, position of changes in equity and cash flows for the year then ended.

Basis for Qualified Opinion

i) Due to defaults in repayment of loans taken from the Banks,the Account of the Company has been classified as NonPerforming Asset by the banks in the previous financial years and the banks have not charged the interest / reversed the unpaid interest charged from the date the account has been classified as Non-Performing. No provision has been made in the books of accounts maintained by the Company for interest / penal interest,if any,on these term loans amounting to about Rs. 1,386.82 Lakhs (exact amount cannot be ascertained) for the year ending March 31,2024, hence to that extent,finance cost,total loss and current financial liabilities is estimated to be understated by about Rs. 1,386.82 Lakhs (exact amount cannot be ascertained) for the year endingMarch 31,2024.

Further,no provision for interest / penal interest ,if any,on such term loans has been made in books of accounts,from the date the account of the Company has been classified as Non-Performing in the books of those banks. Also ,such loan outstanding balances as per books of accounts are subject to confirmation / reconciliation with the balance as per banks as on March 31,2024. Also, bank balances totalling to Rs. 0.33 Lakhs are subject to confirmation / reconciliation as on March 31,2024 due to non-availability of bank statements /balance confirmation received from such banks,as represented to us by the Company.

ii) No provision for dimunition in value of investment is made in books of accounts as on March 31 ,2024 even though the fair value of Investment of the Company of Rs. 300 Lakhs in Equity Shares of the Companys Subsidiary Companies i.e. HHP Broadcasting Services Private Limited, MPCR BroadcastingService Private Limited, UBJ Broadcasting Private Limited and Rs. 3,012 Lakhs in Companys Associate Company i.e. Krishna Showbiz Services Private Limited,is lower than their cost of acquisition. The loss for the year ended March 31, 2024 is understated and non-current investments of the Company as on March 31,2024 are overstated to that extent.

iii) The aggregate carrying value of Business and Commercial Rights in the books of the Company as on March 31 ,2024 is Rs. 4,192.23 Lakhs. There is no revenue generation from monetization of these assets during the year ended March 31, 2024 due to which the Company has incurred substantial losses during the year ended March 31,2024 and previous financial years. There is a strong indication of impairment in the value of these Business and Commercial Rights and therefore we are of the opinion that the impairment loss of Rs. 4,192.23 Lakhs should be provided on all such assets in the books of accounts of the Company as on March 31 ,2024. The assets of the Company are overstated and net loss for the year ended March 31 ,2024 is understated to that extent.

iv) The Company has not accounted the lease transactions as per requirements of Indian Accounting Standard (IND AS-116) which is applicable from April 1,2020. The impact,if any,of such non-compliance of IND-AS 116on the financials of the Company for the year ended March 31 ,2024 is unascertainable.

v) Inter-Company Related Party outstanding balance with Sri Adhikari Brothers Television Network Limited as on March 31 , 2024 is subject to confirmation / reconciliation. The impact ,if any,due to non-reconciliation of Inter-Company accounts on the financial statements of the Company as on March 31 ,2024 is unascertainable.

vi) The Company has not provided for Interest expenses on late payment of Carriage Fees and other Operational Cost payable to various vendors whose balances are outstanding as on March 31,2024 which needs to be accounted as per the applicable Indian Accounting Standards as the same is payable to the vendors as per the agreements entered into with them. Further, the working for such interest expenses on late payment of such expenses has not been made by the Company,due to which the exact amount of provision for interest cannot be ascertained as on March 31,2024. The financial liabilities of the Company and net loss for the year ended March 31,2024,due to non-accounting of provision for interest,are understated to that extent.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Relating to Going Concern

i) The financial statements are prepared on going concern basis as per Note No. 28 forming part of financial statements notwithstanding the fact that loans have been recalled back by secured lenders, current liabilities are substantially higher than the current assets, issue of notices under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, recovery proceedings initiated with debt recovery tribunal, symbolic possession of mortgaged property provided as collateral by promoters, invocation of part of the shares pledged as collaterals by bank, invocation of corporate guarantees from guarantors of the loan by the secured lenders of the Company and substantial losses incurred by the Company during the year ending March 31,2024 and negative Total Equity of Rs. 8,298.24 Lakhs as on March 31,2024. All of the above conditions indicate that a material uncertainty exists that may cast significant doubt on the company''s ability to continue as a going concern.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors / Management is responsible for the other information. The other information comprises the information included in the Board''s report and Management Discussion and Analysis, but does not include the Secretarial Audit report, Standalone financial statements and our auditor''s report thereon. The Board''s report and Management Discussion and Analysis is expected to be made available to us after the date of this auditor''s report.

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

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

When we read the Board''s report and Management Discussion and Analysis, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and make disclosures and take specific actions as per applicable laws and regulations, if required.

Key Audit Matters

Except for the matters described in the Basis for Qualified Opinion section, we have determined that there are no other key audit matters to communicate in our report.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieve fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A” a 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 it appears from our examination of those books.

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

d) In our opinion, subject to Basis of Qualified Opinion section in our report, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

g) With respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations

given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No.29 to the financial statements.

ii. The Company did not have any long term contracts including derivate contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring material amounts to the Investor Education and Protection Fund by the Company.

iv. (1) The management has represented, that, to the best of its knowledge and belief, other than as disclosed

in the notes to the accounts, no funds have been advanced or loaned or invested by the Company to or in any other person(s) or entity(ies),including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries : and

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

(3) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under subclause (i) and (ii) contain any material misstatement.

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

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, however the said software does not have a feature of recording audit trail (edit log) facility, therefore we cannot comment whether the same has been operated throughout the year for all relevant transactions recorded in the software. Further, we also cannot comment whether the audit trail feature has been tampered with.

For R Parikh and Associates Chartered Accountants FR No.: 107564W

CA Gautam Sanghvi, Partner Membership No.: 155700 Mumbai May 24, 2024

UDIN: 24155700BKFUUF1439

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Mar 31, 2015

To,

The Members,

TV Vision Ltd.,

Report on the Standalone Financial Statements:

We have audited the accompanying standalone financial statements of TV Vision Ltd (“the Company”), which comprise the Balance Sheet as at 31^st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to 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 principles generally procured in India, including the Accounting Standards specified under Section 133 of the Act, rend with Rules 7 of the Companies (Accounts) Rules, 2014. This Responsibility also includes of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent: and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of 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 their financial statements banned off audit.

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 the 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2015, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of the section 1143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

f) 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, in our opinion and to the best of our information and according to the explanation given to us:

1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 31 to the financial statements.
2. According to information and explanation given to us, the Company has not entered into any long-term contracts including derivative contracts.
3. The Company is not required to transfer any amount to Investor Education and Protection Fund.

ANNEXURE TO AUDITORS’S REPORT

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

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

b. Fixed Assets and Tapes in which Intangible assets comprising of Business and Commercial Rights is stored have been physically verified by the management at reasonable intervals and no material discrepancy was noticed on such verification.

2. The company is not having inventory of material amount at any time during the year hence the matters specified in Clause 3(ii) of Companies (Auditor’s Report) order, 2015 has not been reported.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, company has granted interest free unsecured loans to three (3) parties covered in the register maintained under section 189 of the Companies Act, 2013.

b. According to information and explanation given to us these loans are repayable on demand and has been repaid as and when demanded.

c. According to information and explanation given to us, since the loans are repayable on demand, we cannot comment with respect to the overdue amount.

4. In our opinion, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed asset and for the sale of services, Neither we have come across nor we have been informed of any continuing failure to correct the major weakness in the internal control.

5. The company has not accepted deposits form the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under Accordingly Clause 3() of Companies (Auditor’s Report) Order, 2015 is not applicable.

6. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of Services dealt with by the Company.

7. a. The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Duty of Excise, Value added Tax, Cess and any other statutory dues. According to information and explanation given to us and records examined by us, no undisputed statutory dues where outstanding as at 31^st March, 2015 for more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues relating to Income Tax, Sales Tax, Wealth Tax, service Tax, Custom Duty, Excise Duty, Cess, or any other statute except as stated below:

Name of statute	Name of dues	Year(s) to which it pertains	Amount Not Paid (Rs) in Lacs	Forum where dispute is pending
Income Tax Act, 1961	Income Tax Demand	2012-13	950.40	1st Appellate Authority

c. According to the information and explanation given to us, the company is not required to transfer any amount to Investor Education and Protection Fund.

8. In our opinion, the company has accumulated losses which are not more than 50% of the net worth of the company. The Company has not incurred case losses in the current year and the immediately preceding financial year.

9. According to the records of the company examined by us and the information and explanations given to us, the company has no default in repayment of dues to any financial institution or bank as at the Balance Sheet date.

10. According to the records of the company examined by us and the information and explanations given to, the company has given guarantee for loans taken by the subsidiary companies. In our opinion, the terms and conditions of the same are not prejudicial to the interest of the company.

11. According to information and explanation given to us and records examined by us, no term loan has been taken during the year. Accordingly Clause 3(xi) of Companies (Auditor’s) Report Order 2015 is not applicable.

12. During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the period nor we have been informed o such instances by the management.

For A.R.SODHA & CO.

Chartered Accountant

FRN 110324W

A. R. Sodha

Partner

M. No 31878

Place: Mumbai

Date: 29^th May, 2015

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Mar 31, 2014

To,

The Members,

TV Vision Ltd.

We have audited the accompanying financial statement of TV Vision Ltd. (“the Company”) which comprise the Balance Sheet as at 31^st March 2014, the Statement of Profit and Loss and the Cash flow stamen for the year then ended and a summary of accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements give a true and fair view of the financial position, financial performance and cash flow 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”). The responsibility includes the design, implementation and maintenance of internal controls 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 standalone financial statements based on our audit. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing issued by the Institute of Chartered Accounts 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 the 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 procedure that the appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

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 the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014.

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date and:

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. The Balance Sheet, the Statement of Profit and Loss, and the 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) section 211 of the Companies Act, 1956: and

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

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31^ST MARCH, 2014

On the basis of such check as we consider appropriate and in terms of information and explanations given to us, we state that:

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

b. Fixed Assets and Tapes in which Intangible assets comprising of Business and Commercial rights is stored have been physically verified by the management at reasonable intervals and no material discrepancy was noticed on such verification.

c. During the year the company has disposed off substantial part of its fixed assets.

2. The company is not having inventory of material amount at any time during the year hence the matters specified in Clues 4(ii) of Companies (Auditor’s Report) order. 2003 has not been reported.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, company has given interest free loans to three subsidiaries covered in the registered maintained under section 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs. 2557.78 lacs and the yearend balance is Rs. 2189.89 lacs.

b. According to the information and explanation and considering the first that loan is given to 100% subsidiaries of the company, in our opinion the rate of interest and other terms and conditions of the loan are prejudicial to the interest of the company.

c. According to information and explanation given to us. Since loans are repayable on demand we cannot comment with respect to demand.

d. According to the information and explanation given to us and on the basis of records furnished before us, company has availed interest free unsecured loan from 3 pairs covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year is Rs. 6340.55 lacs & yearend balance of the loan is Rs. 4926.55 lacs.

f. According to information and explanation given to us the rate of interest and other terms and conditions are not prejudicial to the interest of the company.

g. According to information and explanation given to us these loans are repayable on demand and hence questions of regularity of payment of principle does not arise.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of services, Neither we have come across nor have we been informed of any containing failure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanations given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said registered.

b. In respect of transactions entered exceeding the value of five lacs in the registered maintained in pursuance of Section 301 of the Companies Act, 1956 according to information and explanation given to us, the transaction made pursuance of such contracts or arrangements have been made at price which are prima- facie reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975, Accordingly Clues 4(vi) of the Companies (Auditor’s Report) Order, 2003 is not applicable.

7. According to information & explanation given to us by the management we are of the opinion that the Internal Audit system is commensurate with the size of the company and the nature of its business.

8. We have broadly received the cost records maintained by the company pursuant to the companies (Cost Accounting Records) Rule, 2011 prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. a. The company is generally regular in depositing statutory dues including Custom Duty Income tax, Provident Fund, Employee State Insurance, Professional tax, cess other statutory dues.

b. According to information and explanation given to us and records examined by us, no undisputed statutory dues including provident fund, employees state insurance income tax, wealth tax, custom duty, excise duty cess and other duties are outstanding as at 31^st March for more than six months from the date they become payable.

c. According to information and explanation given to us there are no statutory dues which have not been deposited on account of any deposit.

10. The Company’s accumulated loss at the end of the financial year is not more than fifty percent of net worth of the company. The Company has not incurred cash loss during the year and in the immediately preceding financial year.

11. According to the records of the Company examined by us, and the information and explanation given to us, the Company has no default in repayment of dues to any financial instruction or bank as at the preceding financial year.

12. . According to the information and explanation given 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 clause 4(xii) Companies (Auditors Report) Order, 2003 is not applicable.

13. In our opinion, the company is not chit fund, nidhi mutual fund and section accordingly clause 4(xiii) of Companies (Auditor’s Report) Order, 2003 is not applicable.

14. The Company is not dealing or trading in Shares and Securities. Accordingly Clause 4(xiv) Companies (Auditor’s Report) Order, 2003 is not applicable.

15. According to information and explanation given to us and records of the Company examined by us, the company has given corporate guarantee for loans taken by subsidiaries, the terms and conditions where in our opinion are prima facie not prejudicial to the interest of the company.

16. According to information and explanation given to us and records examined by us, term loan taken during the year has been used for the purposes for which it has been obtained.

17. According to information and explanation given to us, in our opinion funds raised on short term basis have not been used for long term purposes.

18. During the year, the company has not made preferential allotment of shares, to Parties covered in the Registered maintained under Sec.301 of the Companies Act, 1956. Accordingly Clause 4(xviii) of Companies (Auditor’s Report) Order, 2003 is not applicable.

19. During the year, the company has not issued any debenture. Accordingly Clause 4(xix) of Companies (Auditor’s Report) Order, 2003 is not applicable.

20. The company has not raised any money by public issue during the year under audit. Accordingly Clause 4(xx) of Companies (Auditor’s Report) Order, 2003 is not applicable.

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

For A.R SODHA & Co.

Chartered Accountants

FRN: 10324W

A.K. Sodha

(Partner)

M. No. 31878

Place: Mumbai

Date: 30^th May 2014