Catvision Ltd

To,

The Members of Catvision Products Limited

New Delhi

We have audited the attached Balance Sheet of CATVISION PRODUCTS LIMITED, NEW DELHI as at 31st March, 2009 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report, These financial statements are the responsibility of the company's management. Our responsibility is to express our opinion on these financial statements based on our audit.

1. 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors' Report) Order, 2003, (the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we considered appropriate, and according to the information and explanations given to us during the course of the audit, we enclose in the annexure a statement on the matters specified In paragraphs 4&5, of the said Order to the extent applicable.

3. Further to our comments In the Annexure referred to In paragraph above, we report that:

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

b. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of these books;

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and cash Flow Statement dealt with this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable;

e. On the basis of our review of the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company is disqualified from being appointed as Director of the company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

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

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2009;

ii) in the case of the Profit and Loss account, of the profit for the year ended on that date; and

iii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

for GAUR & ASSOCIATES

Chartered Accountants

ANNEXURE TO THE AUDITORS' REPORT

(REFERED TO IN PARAGRAPH 3 OF AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF CATVISION PRODUCTS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2009)

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

(b) Physical verification of the major fixed assets was conducted by the management during the year, which in our opinion, is reasonable, having regard to the size of the company and the nature of its assets and no material discrepancies were noticed in respect of those assets which were physically verified.

(c) During the year, the company has sold some fixed assets. In our opinion the disposal of such fixed assets during the year does not affect the going concern status of the company.

(ii) (a) The inventory of the company has been physically verified by the management at reasonable intervals during the year.

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

(c) In our opinion the company is maintaining proper records of inventory. The discrepancies noticed on such physical verification as compared to the book records were not material having regard to the size and nature of the operations of the company and the same have been properly dealt with in the books of accounts.

(iii) (a) The company has not granted any loans, secured or unsecured during the year to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The company has taken loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 30 lacs and the balances of loans taken from such parties were Nil as at 31st March 2009.

(c) In our opinion and explanations given to us the rate of interest and other terms and conditions of such loan taken by the company are not prima facie prejudicial to the interest of the company.

(d) The repayment of principal amount and payment of interest are made regularly.

(e) There is no overdue amount, which is more than rupees one lac overdue during the period.

(iv) In our opinion according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars or arrangement referred to in Section 301 of the Companies Act, 1956 have been entered in the register maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices of the relevant time.

(vi) The company has not accepted any deposits from the public to which the provisions of Section 58 (A) and 58 (AA) of the Companies Act, 1956 and the rules framed thereunder apply.

(vii) In our opinion the company has an adequate internal audit system commensurate with the size of the company and nature of its business.

(viii) To the best of our knowledge and according to the information given to us. the Central Government has not prescribed maintenance of cost records under section 209 (I) (d) of the Companies Act. 1956 in respect of the company's products.

(ix) (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in accordance with the generally accepted auditing practices in India, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, cess and other statutory dues as applicable to it with the appropriate authorities.

(b) According to the Information and explanations given to us, there were no undisputed amount payable in respect of Income Tax, Sale Tax, wealth Tax, Customs Duty and Excise Duty outstanding, as at 31st March, 2009 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, following are the details of disputed statutory dues of Sales Tax which have not been paid to to the concerned authorities:

The Asst. Trade Tax Commissioner, Noida has raised a demand of a penalty of Rs.27000/- against the company which it defended before the Hon'ble Trade Tax Tribunal, Ghaziabad, U.P. and the decision was awarded In the favour of the company. But the Commissioner Trade Tax, UP has moved against this order to the Hon'ble High Court, Allahabad.

(x) The company has neither accumulated losses in the current year nor in the immediately preceding financial year. It has neither incurred cash losses in the financial year under report nor in the immediately preceding financial year.

(xi) According to the records of the company examined by us and as per the information and explanations given to us and as per our opinion, the company has not defaulted in repayment of dues to financial institution or bank or to debenture holders as at the Balance Sheet date.

(xii) The company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

(xiv) In our opinion the company is not a dealer or trader in shares, securities, debentures and other Investments.

(xv) According to the information and explanations given to us, in our opinion, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) (a) According to the information and explanations given to us, the loans have been applied for the purpose for which they were obtained.

(b) According to the information and explanations given to us and on an 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 and vice versa.

(xvii) The company has not made preferential allotment to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

(xviii) The company has not issued any debentures during the year.

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

(xx) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

for GAUR & ASSOCIATES

Chartered Accountants