Midvalley Entertainment Ltd Directors Report.

To the Members of Mid Valley Entertainment Limited on the Standalone Financial Statements

I have audited the accompanying standalone financial statements of MIDVALLEY ENTERTAINMENT LIMITED (‘the Company"), which comprises the Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss, the Cash flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys 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 Ind AS 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 accepted in India, including the Accounting Standards ( Ind As) referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility includes maintenance 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

My responsibility is to express an opinion on these standalone Ind AS financial statements based on my audit.

In conducting my audit I have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

I conducted my audit of the standalone Ind As financial statements in accordance with Standards on Auditing specified under section 143 (10) of the Act. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind As financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditors judgements, including the assessment of the risks of material misstatements of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys preparation of the standalone Ind AS financial statements that give a true fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the standalone financial statements.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the aforesaid standalone Ind AS 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 31st March, 2018, and its loss, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by me and my report for the year ended March 31, 2017 and March 31, 2016 respectively, expressed an unmodified opinion on those standalone financial statements and have been restated to comply with Ind AS. Adjustments made to the previously issued said statutory financial information for the differences in the accounting principles adopted by the Company on transition to the Ind AS have been audited by me.

Emphasis of Matters

I draw attention to Notes to the financial statements which indicates that the Company has accumulated losses and its net worth has been substantially eroded. However, the financial statements of the Company have been prepared as a going concern basis for the reasons stated in the Notes.

My opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") and issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, I give in the Annexure A, a statement on the matters specified in paragraph 3 and 4 of the said Order, to the extent applicable.

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

a) I have sought and obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purposes of my audit;

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

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

d) In my opinion, the standalone Ind AS financial statements comply with the Accounting Standards specified in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The going concern matter described in Emphasis of Matters paragraph above, in my opinion, may have adverse effect on the functioning of the Company.

f) On the basis of written representations received from the directors, as on 31st March, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

g) 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 my separate Report in Annexure ‘B. My report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in my opinion and to the best of my information and according to the explanations given to me:

(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements, as referred to in Note No. 12 under Contingent Liabilities to the financial statements.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Place: Chennai R. LAKSHMINARAYANAN
Date: May 30, 2018 Chartered Accountant
Membership No. 204045

ANNEXURE - A

Re: MIDVALLEY ENTERTAINMENT LIMITED

The Annexure referred to my Independent Auditors Report to the members of the company on the standalone financial statements for the year ended March 31, 2018, I report that:

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets; The Fixed assets register needs to be updated.

(b) According to the information and explanations given to me, fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanations given to me, no material discrepancies were noticed on such verification and the same have been properly dealt with in the books of account;

(c) The Company hold fixed assets in its own name.

2. (a) According to the information given to me and explanations provided, the Physical verification of inventory has been conducted during the year at reasonable intervals by the management.

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

(c) The company is maintaining proper records of inventory and there is no material discrepancy noticed on physical verification and the same have been properly dealt within the books of account;

3. According to the information given to me and explanations provided, the company had not granted any fresh unsecured loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. 2013 during the year, other than those that is given in the earlier years , which is yet to be recovered. Maximum amount due during the year was Rs. 31,45,200/-.

4. According to the information given to me and explanations provided, the company has not accepted deposit during the year within the meaning of section 2(31) of the Act.

5. According to the information given to me and explanations provided, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act for the services rendered by the company.

6. (a) According to the information given to me and explanations provided, the company is not regular in depositing undisputed statutory dues including income tax deducted at source, sales-tax, customs duty, excise duty, cess and other statutory dues with the appropriate authorities. The Company has to pay the Income tax and Fringe Benefit Tax (FBT) for the years ended March 31, 2006, 2007, 2008, 2009 and 2010 amounting to Rs. 36,42,653/-, Rs.5,75,40,364/-, Rs.3,51,17,32/-, Rs.47,76,704/-, Rs.77,66,000/- respectively and FBT of Rs. 1,65,000/- (excluding interest) and TDS of Rs. 9,90,125/- ESI , PF and Professional Tax of Rs. 1,33,849/- respectively.

(b) According to the information and explanation given to me, the Company is liable to pay Rs.61.71 lakhs together with interest due for the delayed payment of tax in respect of income tax relating to the assessment year 2002-03 which is pending before the first level of appeal, viz., CIT (Appeals), Chennai.

(c) According to the information given to me and explanations provided, there are no amounts required to be transferred to investor education and protection fund during the year in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules thereunder.

7. In my opinion and according to the information given to me and explanations provided, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

8. In my opinion and according to the information given to me and explanations provided, the company has not given any guarantee for loans taken by others from bank or financial institutions.

9. In my opinion and according to the information given to me and explanations provided, the Company had not availed any term loan during the year from any bank/ financial institution.

10. To the best of my knowledge and belief and according to the information given to me and explanations provided no material fraud on or by the company has been noticed or reported during the year.

11. In my opinion and according to the information and explanations given to me, the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

12. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

13. In my opinion and according to the information and explanations given to me, the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

14. During the year, the Company had not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

15. In my opinion and according to the information and explanations given to me, during the year, the Company has not entered into any non-cash transactions with the directors or persons connected with him and hence provisions of section 192 of the Act, 2013 is not applicable.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Place: Chennai R. LAKSHMINARAYANAN
Date: May 30, 2018 Chartered Accountant
Membership No. 204045