Cinerad Communications Ltd

To

THE MEMBERS OF

CINERAD COMMUNICATIONS LIMITED

1. We have audited the attached Balance Sheet of Cinerad Communications Ltd. as at 31stMarch 2012 and also the Profit and Loss Account and Cash Flow Statement for the year endedon that date, annexed thereto. These financial statements are the responsibility of theCompany’s management. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from any material misstatement.An audit includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. Webelieve that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 issued by theCentral Government of India in terms of Section 227(4A) of the Companies Act, 1956. Weenclose in the Annexure a statement specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above, wereport that:

(i) We have obtained all the information and explanations which to the best of ourknowledge and belief, were necessary for the purposes of our audit;

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

(iii) The Balance Sheet and Profit and Loss Account and Cash Flow Statement referred toin this report are in agreement with the books of account;

(iv) In our opinion the Balance Sheet and Profit and Loss Account and Cash FlowStatement comply with the accounting standards as referred to in Section 211(3C) of theCompanies Act, 1956.

(v) On the basis of written representations received from the directors, as on 31stMarch, 2012, and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on 31st March 2012 from being appointed as a director interms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to theexplanations given to us, the said Balance Sheet, the Profit and Loss Account and CashFlow Statement read together with the notes thereon, give the information required by theCompanies Act, 1956 in the manner so required and give a true and fair view in conformitywith 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 31stMarch, 2012; and

(b) in the case of the Profit and Loss Account, of the Profit for the year ended onthat date.

(c) in the case of the Cash Flow Statement, of the Cash Flow Statement for the yearended on that date.

ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our report of even date to the members of CINERADCOMMUNICATIONS LIMITED for the year ended 31^st March 2012)

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

1. a) The Company has maintained proper records, showing full particulars includingquantitative details and situation of fixed assets. However updating of the fixed assetsregister is under process.

b) As explained to us, the fixed assets have been physically verified by the managementin accordance with a phased programme of verification which is our opinion is reasonableconsidering the size and nature of its business. No discrepancies were noticed on theassets physically verified by the Management.

c) In our opinion, a substantial part of fixed assets have been disposed off by thecompany during the year. According to the information & explanations given to us, weare of opinion that the sale of said premises has not affected the going concern status ofthe company.

2. The company has no inventory at the end of the year.

3. The company has not granted any loans, secured or unsecured, to companies, firms orother parties covered in the register maintained under Section 301 of the Companies Act,1956 and accordingly, paragraph (iii)(a), (iii)(b), (iii)(c) (iii)(d), (iii)(e) and(iii)(f) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, thereare adequate internal control procedures needs to be strengthened with the size of thecompany and the nature of its business with regard to purchase of fixed assets. The natureof business of the Company does not involve any purchase of inventory and sale of goods.Further, on the basis of our examination of the books and records of the company, carriedout in accordance with the generally accepted auditing practices in India, we have neithercome across nor have been informed of any continuing failure to correct major weaknessesin the aforesaid internal control procedures.

5. a) Based on the audit procedures applied by us and according to the information andexplanations provided by the management, we are of the opinion that the particulars ofcontracts or arrangements referred to in section 301 of the Act have been entered in theregister maintained under that section.

b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of contracts or arrangements entered into the registermaintained under Section 301 in respect of any party during the year have been made atprices which are reasonable having regard to the prevailing market prices at the relevanttime.

6. The company has not accepted any deposits from the Public within the meaning ofsection 58A & 58AA or any other relevant provisions of the Act, 1956 and rules framedthere under.

7. We have been informed that though the paid up capital exceeds Rs. 50 lakhs, thecompany has carried out only limited activities and therefore internal audit has not beencarried out during the year.

8. According to the information and explanations given to us, the Central Governmenthas not prescribed the maintenance of Cost Records under Clause (d) of subsection 1 ofsection 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a) The Company is generally regular in depositing with the appropriate authoritiesundisputed statutory dues including Income tax and other material statutory duesapplicable with the appropriate authorities in India. In our opinion there are noundisputed statutory dues as at the last day of the financial year that remainsoutstanding for more than six months from the date they become payable.

10 . In our opinion, the accumulated losses of the company at the end of the financialyear are more than fifty percent of its net worth. The company has not incurred cashlosses during the financial year covered under the audit, however the company has incurredcash losses in the financial year immediately preceding current financial year.

11. According to the information and explanations given to us, the Company has notborrowed any loans from Banks and financial institutions and there are no debenturesissued by the Company. Therefore Clause 4 (xi) of Companies (Auditor’s Report) Order,2003 is not applicable.

12. Based on our examination of the records and the information & explanationsgiven to us, the company has not granted any loans and / or advances on the security byway of pledge of shares, debentures and other securities.

13. Clause (xiii) of the order is not applicable to the company, as the company is nota chit fund company or nidhi / mutual benefit fund / society.

14. In our opinion, the company is not a dealer or trader in shares, securities,debentures and other investments.

15. According to the information and explanations given to us, the company has notgiven guarantee for loans taken by others from banks and financial institutions.

16 The company has not obtained any term loan during the current year.

17 According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the company, we report that during the year as therewere no funds raised on short-term / long term basis, Clause 4(xvii) of the Companies(Auditor’s Report) Order, 2003 is not applicable.

18 The company has not made any preferential allotment of shares to parties andcompanies covered in the register maintained under Section 301 of the Act during the year.

19 The company has not issued any debentures during the year

20 The Company has not raised any money by public issues during the year.

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, we haveneither come across any instance of fraud on or by the company, noticed or reported duringthe year, nor have we been informed of such cases by the management.