Mediaone Global Entertainment Ltd Auditors Report.

AUDITOR

To The Members of M/s. MEDIAONE GLOBAL ENTERTAINMENT LTD

1) We have audited the attached Balance Sheet of MEDIAONE GLOBAL ENTERTAINMENT LIMITED, as at 30.06.2012, the Profit and loss account and the cash flow statement for the year ended on that date annexed thereto. 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 statements are free of material misstatement. 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.

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, and as amended from time to time, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4) Further to our comments in the annexure referred to above, we report that:

i. We have obtained all information and explanations, which to best of our knowledge 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 the company so far as appears from our examination of those books.

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the directors, as on 30.06.2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30.06.2012 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to best of our information and according to explanation given to us, the said accounts 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:

(a) in the case of Balance Sheet, of the state of affairs of the Company as at 31.03.2012; and

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

(c) in the case of cash flow statement, of the cash flow for the year ended on that date.

For K.N.R. Associates
FRN 007236S
Chartered Accountants
CA C.K.N. Ravishankara Prabhu
Place: Chennai Partner
Date: 29/08/2012 M No 204766

Annexure referred to in paragraph 3 of our report of even date of Mediaone Global Entertainment Limited for the year ending 30.06.2012

i. FIXED ASSETS:

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

(b) All the assets have been physically verified 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. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of fixed assets. Accordingly the provisions of clause 4(i)(c) of the companies (Auditors Report) order 2003 are not applicable to the company.

ii. INVENTORY:

(a The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. (a) The Company has taken loans from 2 Directors who are also shareholders of the company and the outstanding at the yearend is Rs.l 6,01,000/-

(b) The rate of interest and other terms and conditions subject to which the loan is taken is not prejudicial to the interest of the company.

(c) According to the information and explanations furnished to us, there are not stipulation as to repayment of principal and payment of interest in respect of loans taken from parties listed in the register maintained under Section 301 of the Companies Act 1956 and hence we are unable to comment on the regularity or otherwise of repayment of principal and payment of interest.

(d) As there are no stipulation as to repayment of principal or payment of interest in respect of loans taken from parties listed in the register maintained under Section 301 of the Companies Act, 1956, we are unable to comment on any overdue amount of principal or interest in respect of the said loans.

(e) The Company has not granted any loans to companies, firms and other parties covered in the Register maintained under Section 301 of the companies Act, 1956. Accordingly the provisions of clause 4(iii) of the Companies Auditors report order 2003 are not applicable to the company to the extent it relates to advances given.

iv. In our opinion and according to the explanation given to us there is an adequate internal control procedure which is commensurate with the size and the nature of the company in respect of purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

v. a. According to the information and explanation given to us, we are of the opinion that the transaction that needs to be entered into the register maintained under section 301 has been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. In our opinion and according to the explanation given to us, the company has not accepted any deposits from the public as provided in Section 58Aand 58AA of the Companies Act, 1956.

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

viii. Maintenance of Cost Records have not been prescribed for the company.

ix. a. According to the information and explanations furnished to us, during the year, undisputed statutory dues relating to income-tax, and other material statutory dues applicable to it have been deposited with appropriate authorities and there have been delays.

b. According to the information and explanations given to us, undisputed amounts payable in respect of income-tax, were outstanding, as at the year end for a period of more than six months from the date they became payable to the tune of Rs.2.32 crores and TDS of Rs. 2.99 laksh as on signing of this report.

x. In our opinion, the company has no accumulated losses. The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of any dues to a financial institutions or bank.

xii. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advance on the basis of security by way of shares, debentures and other securities.

xiii. The company is not a Non-Banking Finance Company and hence the provision of Clause 4(xiii) is not applicable to this company. The provisions of the relevant acts to the extent relatable to the accounts of the company have been complied with.

xiv. In our opinion and according to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments and so the provision of CI a use 4 (xiv) is not applicable for the company.

xv. In our opinion and according to the information and explanation given to us, the company has not given any guarantee for any loans taken by others from bank or financial institutions.

xvi. In our opinion, the term loans have been applied for the purpose for which the were raised.

xvii. According to the information and explanations furnished 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.

xviii. In our opinion and according to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 oftheActand consequently the provisions of Clause 4(xviii) is not applicable to this company.

xix. In our opinion and according to the information and explanation given to us, the company has not issued any debentures during the year and consequently the provision of Clause 4(xix) is not applicable to this company.

xx. The company not made any public issue and so the provisions of Clause 4(xx) is not applicable to this company.

xxi. In our opinion and according to the information and explanation given to us and during the course of our audit, we have not noticed any fraud on or by the company.

For K.N.R. Associates
FRN 007236S
Chartered Accountants
CA C.K.N. Ravishankara Prabhu
Place: Chennai Partner
Date: 29/08/2012 M No 204766