Khyati Multimedia Entertainment Ltd

To the members of

KHYATI MULTIMEDIA ENTERTAINMENT LIMITED

We have audited the attached Balance Sheet of KHYATI MULTIMEDIA ENTERTAINMENTLIMITED for the year ended 31st March, 2011 and the Profit & Loss Account and theCash Flow Statement for the year ended on that date, annexed thereto. These financialstatements are the responsibility of the Company's management. Our responsibility is toexpress an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the auditing standards generally acceptedin India. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

2. As required by the Companies ( Auditor's Report ) Order, 2003 and the Companies(Auditor's Report) (Amendment) Order , 2004 issued by the Central Government in terms ofSection 227 (4A) of the Companies Act, 1956 we enclose in the Annexure a statement on thematter specified in paragraphs 4 & 5 of the said order.

3. Further, we report that :

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

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

(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the Books of Account;

(d) In our opinion, the Balance Sheet and Profit and Loss Account & Cash FlowStatement dealt with by this report comply with the Accounting Standards referred to inSub Section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors of the companyas at March 31, 2011 and taken on record by the board of directors, we report that nodirector 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 explanationsgiven to us, the said accounts read together with Accounting Policies and other notesthereon, give the information required by the Companies Act, 1956, in the manner sorequired and give a true & fair view;

(I) In case of the Balance Sheet, of the state of Affairs of the company as at 31stMarch, 2011.

(II) In case of the Profit & Loss Account, of the Loss for the year ended on thatdate.

(III) In case of the cash flow statement, of the cash flows for the year ended on thatdate.

M.No. 39925

Ahmedabad

Date: 02/09/2011

ANNEXURE TO THE AUDITOR'S REPORT

(1) (a) In our opinion and according to the information and explanation given to us,the company has maintained all the relevant records showing full particulars includingquantitative details and situation of fixed assets.

(b) In our opinion, the fixed assets have been physically verified by the management atreasonable intervals having regard to the size of the company and the nature of itsassets. No material discrepancies were noticed on such verification.

(c) In our opinion, the disposal of fixed assets during the year does not affect thegoing concern assumption.

(2) As company is not having any kind of stock the Clauses 4(ii) of the Companies

(Auditor's Report) Order'2003 is not applicable is not applicable to the Company.

(3) a) The company has not granted Loan to any party covered in the register maintainedunder Section 301 of the companies Act, 1956. Hence, Clause 4 (iii) (a) to (d) of theOrder is not applicable to the Company.

b) The company has taken unsecured loan from one party covered in the registermaintained under section 301 of the companies Act, 1956.The maximum amount involved duringthe year is Rs.14.75 and the year end balance of such party is Rs.Nil.

c) As per the information and explanation given to us unsecured loans taken by thecompany is prima-facie prejudicial to the interest of the company.

d) As per the information and explanation given to us unsecured loans taken by thecompany is repayable on demand.

(4) In our opinion and according to the information and explanation given to us, thereare adequate internal control procedures commensurate with the size of the company and thenature of its business with regard to the purchase of inventory, fixed assets and withregard to the sale of goods. During the course of our audit, no major weakness has beennoticed in the internal controls.

(5) According to the information and explanation given to us, during the year, therewere no transactions that need to be entered into the register maintained under section301 of the Companies Act,1956. Accordingly, paragraph (v) (a) and (b) of the order, arenot applicable.

(6) In our opinion and according to the information and explanations given to us, thecompany not accepted any deposits from the public which falls within the provisions ofsection 58 A and 58 AA of the Companies Act, 1956, and the rules framed there under

(7) The company has no formal internal audit system. However, in our opinion there areadequate internal control procedures commensurate with the size and nature of itsbusiness.

(8) To the best of knowledge and according to the information given to us, the CentralGovernment has not prescribed maintenance of cost record under section 209 (1) (d) of theCompanies Act, 1956.

(9) a) According to the information and explanations given to us and on the basis ofour examination of the books of accounts, the company is regular in depositing undisputedstatutory dues including Provident Fund, Investor education protection fund, EmployeeState Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty,Cess and other statutory dues with the appropriate authorities.

(b) According to information and explanation given to us, the following are the detailsof the sales Tax, Income Tax, Customs Duty, Wealth Tax or Cess which has not beendeposited on account of any dispute.

(10) The company have accumulated losses at the end of the financial year and thecompany has incurred cash Loss during the financial year covered by our audit and also inthe immediately preceding financial year.

(11) According to the records of the company examined by us and the information andexplanations given to us, the company during the year has defaulted in repayment of duesto banks and the bank has been suspended from clearing operations.

(12) According to the information & explanation given to us, the company has notgranted loans and advances on the basis of security by way of pledge of shares, debenturesand other securities.

(13) In our opinion, the company is not a chit fund or a nidhi / mutual benefitfund/society. Therefore, the provision of clause 4(xiii) of the companies (Auditor'sReport) order, 2003 are not applicable to the comp

(14) In our opinion, the company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) of theCompanies (Auditor's Report) order, 2003 are not applicable to the company.

(15) According to the information & explanations given to us, the company has notgiven any guarantees for the loans taken by others from banks or financial institutions

(16) In our opinion and as per the information given to us as the company has takenterm loan during the 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 the no funds raised onshort term basis have been used for long term investment.

(18) According to the information and explanation given to us, the company has not madepreferential allotment of shares to parties and companies covered in the registermaintained under section 301 of the Act.

(19) According to the information and explanations given to us, Company has not issuedany debenture during the year. Hence reporting on the question of securitization does notarise.

(20) The company has not raised any fund by way of public issues during the Year hencethe Clause 4(xx) of the Order is not applicable.

(21) Based upon the audit procedures performed and on the basis of information andexplanation provided by the management, we report that no fraud on or by the company hasbeen noticed or reported during the year.