Auditor Report of Kirloskar Multimedia Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of KIRLOSKAR MULTIMEDIA LIMITED, which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss Account and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 fo the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for qualified opinion

Note number 5.4, regarding non provision of interest in respect of facilities from Central Bank of India till date and its consequential effect on the losses of the Company; and

Note number 14, regarding not obtaining confirmation of balances in respect of Secured Loans, Liabilities, Deposits, Margin Money Deposits with Banks and other loans and advances and its consequential effect on the losses of the Company; and

Note number 15, regarding non provision for the claim against the Company by Tata Finance Limited till date and its consequential effects on the losses of the Company; and

Note number 16, regarding non provision for the claim against the Company by Income Tax Department towards Income Tax and Interest amounting to Rs. 3.93 Lakhs and its consequential effects on the losses of the Company.

Qualified Opinion.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for qualified opinion paragraph, 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:

(a) in the case of Balance Sheet, of the state of affairs of the Company as at March 31,2014; and

(b) in the case of Profit & Loss Account, of the Losses for the year ended on that date;

(c) in the case of Cash Flow Statement, of the Cash flows for the year ended on that date;

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227 (3) of the Act, 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 account as required by law have been kept by the Company so far as appears from our examination of those books.

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. except for the effects of the matter described in the basis for qualified opinion paragraph, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the Directors as on 31.03.2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31.03.2014 from being appointed as Director of the Company in terms of Clause (g) of sub-section (1) to Section 274 of the Act.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE RE : KIRLOSKAR MULTIMEDIA LTD.,

i) a) The Company has maintained proper records showing all particulars including quantitative details and situation of Fixed Assets.

b) According to the information and explanations given to us, the Fixed Assets have been physically verified by the management at reasonable intervals, which in our opinion, is reasonable, having regard to the size of the Company and nature of the assets.

No material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed off a substantial part of Fixed Assets, during the year and the going concern status of the Company is not affected.

ii) The Company is a Service Company, primarily rendering Information Technologies Services – Multimedia. Further, as informed to us the Company does not hold any physical inventories. Thus, paragraph 4 (ii) of the order is not applicable.

iii) We are informed that the Company has not taken/ granted any loans, secured or unsecured, from / to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion, and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed Assets and for the sale of services. During the year there were neither purchase of Inventories nor sale of services.

v) According to the information and explanations given to us, there are no transactions and arrangements, the particulars of which need to be entered into the Register maintained under Section 301 of the Companies Act, 1956.

vi) The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

vii) The Company does not have an Internal Audit System commensurate with its size and nature of its business.

viii) The Central Government has not prescribed maintenance of cost records Under Section 209(1)(d) of the Companies Act, 1956 for the products of the Company.

ix) a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other Statutory dues with the appropriate authorities except Rs. 82,987 being fines and penalty payable to ESIC which are outstanding as at 31.03.2014 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and on the basis of our examination of the accounts there are no disputed amounts of Income Tax/Sales Tax/Service Tax/ Customs Duty/Excise Duty/ Cess as on 31st March 2014 except a claim against the Company by the Income Tax Department towards Income Tax and Interest amounting to Rs. 3.93 Lakhs for which the Companyhas not made any provision in the Books of Accounts.

x) The Company is registered for a period not less than 5 years and accumulated losses at the end of the financial year are not less than 50% of its net worth. The Company has incurred cash losses during the financial year and in the immediately proceeding financial year.

xi) The Company has defaulted in the repayment of Loans to KSFC and Central Bank of India. As on 31st March 2014, the entire amount outstanding, as disclosed in the financial statements, to the said financial institutions and Bank is overdue.

xii) As the Company has not granted Loans & Advances on the basis of security by way of pledge of shares, debentures and other securities, the question of reporting on clause No. 4 (xii) of the Order does not arise.

xiii) The provisions of any special statute applicable to Chit fund, Nidhi, Mutual Benefit fund or societies are not applicable to the company.

xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, Clause 4 (xiv) of the Order is not applicable.

xv) According to the information and explanations give to us, the Company has not given any guarantee for loans taken by others from Banks or other financial institutions. Accordingly, Clause 4 (xv) of the Order is not applicable.

xvi) The Company has not raised any term loans during the year.

xvii) According to the information and explanation given to us and on 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 by the Company during the year.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained Under Section 301 of the Act, during the year.

xix) The Company has not issued any debentures during the year and hence the question of creating securities for the debentures issued does not arise.

xx The Company has not made any public issue during the year and as such reporting on clause No. 4 (xx) of the Order does not arise.

xxi During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and accordingly to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed are reported during the year, nor we have been informed such case by the management.

for DIVAKARA & ASSOCIATES., Chartered Accountants Firm Regn No. 000763S

PLACE : Bangalore (Sd/-) POLALI DIVAKAR RAO DATE : May 31, 2014 (Proprietor) Membership No. 23377

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s. Kirloskar Multimedia Limited, Regd. Off: Kempapura, HAF Post, Bangalore - 560 024 as at 31st March 2012 and the Profit and Loss account for the year ended on that date together with the Schedules and Notes thereon annexed thereto. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material mis-statements. 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 statements presentation. We believe that our audit provides a reasonable basis of our opinion, and report that:

1. As required by the Companies (Auditor's Report) Order, 2003 (CARO - 2003) as amended by the Companies (Auditor's Report) Order (Amendment) 2004, issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act 1956, and on the basis of such checks and verification of books and records as we considered appropriate and as per the information and explanations given to us during the course of our audit, we report as follows on the matters specified in paragraphs 4 & 5 of the said Order:

i a. The Company has maintained proper records showing all particulars, including quantitative details and situation of fixed assets.

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management at reasonable intervals which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

c. In our opinion, the Company has not disposed off a substantial part of its Fixed Assets during the year and the going concern status of the Company is not affected.

ii The Company is a Service Company, primarily rendering information technology services - multimedia. Further, as informed to us, the Company does not hold any physical inventories. Thus paragraph 4(ii) of the Order is not applicable.

iii We are informed that the Company has not taken / granted any loans, secured or unsecured, from/to Companies, Firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

iv In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and the sale of services. During the year, there were neither purchase of inventories and sale of services.

v According to the information and explanations given to us, there are no transactions and arrangements, the particulars of which need to be entered into the Register maintained under Section 301 of the Companies Act, 1956.

vi The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

vii The Company does not have an Internal Audit System commensurate with its size and nature of business.

viii The Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for the products of the Company.

xi a. The Company is generally regular in depositing undisputed statutory dues including Provident

Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other Statutory dues with the appropriate authorities, except Rs. 82,987 being fines and penalty payable to ESIC which are outstanding as at 31.03.2012 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and on the basis of our examination of the accounts, there are no disputed amounts of Income Tax / Sales Tax / Service Tax / Customs Duty / Excise Duty / Cess as on 31 March 2012 except a claim against the Company by the Income Tax Department towards Income Tax and Interest amounting to Rs. 3.93 Lakhs for which the Company has not made any provision in the Books of Accounts..

x The Company is registered for a period not less than 5 years and accumulated losses at the end of the financial year are not less than 50% of its net worth. However, the Company has incurred cash losses during the financial year and in the immediately preceding financial year.

xi The Company has defaulted in the repayment of working capital facilities extended by Central Bank of India and in redemption of non-convertible debentures issued to KSFC. As on 31.03.2012, these amounts are outstanding, as disclosed in the financial statements, to the bank and financial institution and are overdue.

xii As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, the question of reporting on Clause No. 4(xii) of the Order does not arise.

xiii The provisions of any special statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund or Societies are not applicable to the Company.

xiv The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, Caluse 4(xiv) of the Order is not applicable.

xv According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and other financial institutions. Accordingly, Clause 4(xv) of the Order is not applicable.

xvi The Company has not raised any Term Loans during the year.

xvii According to the information and explanations given to us,and on 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 of the Company.

xviii The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year.

xix The Company has not issued any debentures during the year and hence the question of creating securities for the debentures issued does not arise.

xx The Company has not made any public issue during the year and as such, reporting on Clause No 4(xx) of the Order does not arise.

xxi During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the Management.

2. Further to our report in paragraphs (1) above subject to:

(i) Note number 4.4, regarding non provision of interest in respect of facilities from Central Bank of India till date and its consequential effects on the losses of the Company; and

(ii) Note number 14, regarding not obtaining confirmation of balances in respect of secured loans, liabilities,

deposits, margin money deposits with banks and other loans and advances and its consequential effect

on the losses of the Company; and

(iii) Note number 15, regarding non provision for the claim against the Company by Tata Finance Limited till date and its consequential effects on the loses of the Company; and

(iv) Note number 16, regarding non provision for the claim against the Company by the Income Tax Department towards Income Tax and Interest amounting to Rs. 3.93 Lakhs and its consequential effects on the losses of the Company.

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 account as required by law have been kept by the Company so far as appears from our examination of the books;

(c) the Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of account;

(d) In our opinion and subject to various observations made in the above paragraphs, the Balance Sheet and Profit and Loss Account dealt with by this report have been prepared in compliance with the applicable Accounting Standards referred to in sub-section (3C) of the Companies Act, 1956;

(e) On the basis of written representations received from the Directors of the Company as at 31st March 2012 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2012 from being appointed as Director of the Company under Clause (g), Sub-Section (i) 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 Balance Sheet and Profit and Loss Account read together with the Schedules and the Notes thereon give the information required by the Companies Act of 1956 in the manner so required and give a true and fair view:

(i) in so far as it relates to the Balance Sheet, of the State of Affairs of the Company as at 31st March 2012 and

(ii) in so far as it relates to the Profit and Loss Account, of the losses of the Company for the year ended on that date.

for DIVAKARA & ASSOCIATES.,

Chartered Accountants

Firm Regn No. 000763S

PLACE : Bangalore (Sd/-) POLALI DIVAKAR RAO

DATE : May 31, 2012

(Proprietor)

Membership No. 23377

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Kirloskar Multimedia Limited, Regd. Off: Kempapura, HAF Post, Bangalore - 560 024 as at 31st March 2010 and the Profit and Loss account for the year ended on that date together with the Schedules and Notes thereon annexed thereto. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material mis-statements. 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 statements presentation. We believe that our audit provides a reasonable basis of our opinion, and report that:

1. As required by the Companies (Auditors Report) Order, 2003 (CARO - 2003) as amended by the Companies (Auditors Report) Order (Amendment) 2004, issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act 1956, and on the basis of such checks and verification of books and records as we considered appropriate and as per the information and explanations given to us during the course of our audit, we report as follows on the matters specified in paragraphs 4 & 5 of the said Order:

i a. The Company has maintained proper records showing all particulars, including quantitative details and situation of fixed assets.

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management at reasonable intervals which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

c. In our opinion, the Company has not disposed off a substantial part of its Fixed Assets during the year and the going concern status of the Company is not affected.

ii The Company is a Service Company, primarily rendering information technology services - multimedia. Further, as informed to us, the Company does not hold any physical inventories. Thus paragraph 4(ii) of the Order is not applicable.

iii We are informed that the Company has not taken / granted any loans, secured or unsecured, from/to Companies, Firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

iv In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and the sale of services. During the year, there were neither purchase of inventories and sale of services.

v According to the information and explanations given to us, there are no transactions and arrangements, the particulars of which need to be entered into the Register maintained under Section 301 of the Companies Act, 1956.

vi The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

vii The Company does not have an Internal Audit System commensurate with its size and nature of business.

viii The Central Government has not prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956, for the products of the Company.

ix a. The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other Statutory dues with the appropriate authorities, except Rs. 82,987 being fines and penalty payable to ESIC which are outstanding as at 31.03.2010 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and on the basis of our examination of the accounts, there are no disputed amounts of Income Tax / Sales Tax / Service Tax / Customs Duty / Excise Duty / Cess as on 31 March 2010 except a claim against the Company by the Income Tax Department towards Income Tax and Interest amounting to Rs. 3.93 Lakhs for which the Company has not made any provision in the Books of Accounts..

x The Company is registered for a period not less than 5 years and accumulated losses at the end of the financial year are not less than 50% of its net worth. However, the Company has incurred cash losses during the financial year and in the immediately preceding financial year.

xi The Company has defaulted in the repayment of working capital facilities extended by Central Bank of India and in redemption of non-convertible debentures issued to KSFC. As on 31.03.2010, these amounts are outstanding, as disclosed in the financial statements, to the bank and financial institution and are overdue.

xii As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, the question of reporting on Clause No. 4(xii) of the Order does not arise.

xiii The provisions of any special statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund or Societies are not applicable to the Company.

xiv The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, Caluse 4(xiv) of the Order is not applicable.

xv According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and other financial institutions. Accordingly, Clause 4(xv) of the Order is not applicable.

xvi The Company has not raised any Term Loans during the year.

xvii According to the information and explanations given to us,and on 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 of the Company.

xviii The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year.

xix The Company has not issued any debentures during the year and hence the question of creating securities for the debentures issued does not arise.

xx The Company has not made any public issue during the year and as such, reporting on Clause No 4(xx) of the Order does not arise.

xxi During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the Management.

2. Further to our report in paragraphs (1) above subject to:

(i) Serial number B 4 of Schedule 10, regarding non provision of interest in respect of facilities from Central Bank of India till date and its consequential effects on the losses of the Company; and

(ii) Serial number B 5 of Schedule 10, regarding non provision for the claim against the Company by Tata Finance Limited till date and its consequential effects on the loses of the Company; and

(iii) Serial number B 6 of Schedule 10, regarding non provision for the claim against the Company by the Income Tax Department towards Income Tax and Interest amounting to Rs. 3.93 Lakhs and its consequential effects on the losses of the Company.

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 account as required by law have been kept by the Company so far as appears from our examination of the books;

(c) the Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of account;

(d) In our opinion and subject to various observations made in the above paragraphs, the Balance Sheet and Profit and Loss Account dealt with by this report have been prepared in compliance with the applicable Accounting Standards referred to in sub-section (3C) of the Companies Act, 1956;

(e) On the basis of written representations received from the Directors of the Company as at 31st March 2010 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2010 from being appointed as Director of the Company under Clause (g), Sub-Section (i) 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 Balance Sheet and Profit and Loss Account read together with the Schedules and the Notes thereon give the information required by the Companies Act of 1956 in the manner so required and give a true and fair view:

(i) in so far as it relates to the Balance Sheet, of the State of Affairs of the Company as at 31st March 2010 and

(ii) in so far as it relates to the Profit and Loss Account, of the losses of the Company for the year ended on that date.

for DIVAKARA & ASSOCIATES.,

Chartered Accountants

PLACE : Bangalore POLALI DIVAKAR RAO

DATE : May 31, 2010 (Proprietor)

Membership No. 23377

Firm Regn No. 000763S