ఆడిటర్ నివేదిక Vision Corporation Ltd.

Mar 31, 2025

We have audited the standalone financial statements of Vision Corporation Limited ("the Company"),
which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including
Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity or
the year then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 20
("the Act") in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit, total
comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. We have determined the matters
described below to be the key audit matters to be communicated in our report:

Key Audit Matter	How our audit addressed the key audit matter
Assessment of carrying value of equity investment in POI India Ltd. (Refer Note No. 30 (a) Exceptional items) The Company had made a strategic investment of 11,00,00,000/- in POL India Projects Limited in FY 2007-08. Based on current management assessment and supporting documentation, the investee has gone into liquidation, and there is no reasonable expectation of recovering any amount. This investment had been erroneously shown as "Capital Loss-Miscellaneous Expenditure" under "Other Non-Current Assets" in prior years, contrary to the recognition and classification principles under Ind AS. In FY 2024-25, the Company has corrected the presentation and accounting treatment. The investment has been fully impaired and the loss has been recognised under "Loss on impairment of investments" in the Statement of Profit and Loss. This revision was done in compliance with Ind AS 36 (Impairment of Assets) and Ind AS 109 (Financial Instruments).	Our audit procedures included the following: • Obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Company''s key controls over the impairment assessment and fair valuation of material investments. • Book value of the investments in POL India Ltd. as compared to the carrying amount. • Assessed the carrying value/fair value calculations of all individually material investments, where applicable, to determine whether the valuations performed by the Company were within an acceptable range determined by us and the auditor''s valuation experts. • Evaluated the adequacy of the disclosures made in the Standalone Financial Statements Based on the information and explanations obtained as above, we concluded that the Management''s judgement regarding indication of impairment in certain investments during the year is appropriate. Where there is indication of impairment, we examined the approach taken by management to determine the value of the investments, analysed the methods and assumptions applied by management to carry out the impairment test and the reports obtained from the experts in valuation.
Assessment of carrying value of equity investment in Bombay SEZ Pvt. Ltd. (Refer Note No. 30 (a) Exceptional items) The Company corrected earlier mis classifications of non-recoverable investments in Bombay SEZ Pvt. Ltd. (1.06 Cr), originally disclosed as	We evaluated the management''s impairment assessment, verified supporting evidence of liquidation, and assessed the classification and presentation of the losses. We found the accounting treatment and disclosures to be appropriate and in compliance with applicable Ind AS requirements.

"Capital Loss - Miscellaneous Expenditure . These investments were written off in FY 2024- 25 and reclassified as "Loss on impairment of investments" in accordance with Ind AS 36 and Ind AS 109.
Write-off of Non-Recoverable Advance and Investment (Refer Note No. 30 (a) Exceptional items) During prior years, the Company had made: • An advance of 43,50,000/- towards land purchase; and • An investment of 8,447/-. These were erroneously disclosed under the head ''''Capital Loss - Miscellaneous Expenditure" under "Other Non-Current Assets" in the financial statements for FY 2019-20. In FY 2024-25, based on management assessment of recoverability and corroborative evidence indicating the amounts are irrecoverable, the Company has: • Corrected the classification and accounting treatment; • Fully written off the amounts; and • Appropriately recognised the total amount of 43,58,447/- as "Loss on Non-Recovery of Advance" in the Statement of Profit and Loss. This adjustment is stated to be in compliance with Ind AS (including Ind AS 109 - Financial Instruments) and enhances fair presentation of the financial statements.	• We reviewed supporting documents and correspondence related to the advance and investment, and obtained management''s written representation on recoverability. • Verified the original classification and the reversal entries in the current year''s general ledger. • Evaluated the Company''s application of Ind AS 109 for derecognition and write-off of financial assets. • Ensured that the reclassification and disclosures in Note 30 of the financial statements were accurate and appropriate. Based on our audit procedures, we found the accounting treatment, write-off recognition, and disclosure to be compliant with applicable Ind AS and fairly presented.
Loss on Non-Recovery of Advance Payment- POL India Projects Ltd. (Refer Note No. 30 (b) Exceptional items) The Company had made a loan of 28,50,000/- to POL India Projects Limited in prior years. This amount was incorrectly presented as "Capital Loss-Miscellaneous Expenditure" under "Other Non-Current Assets" in the FY 2019-20 financial statements. During FY 2024-25, the Company reassessed the recoverability of the said advance and concluded that the loan was non-recoverable. Consequently, the amount has now been fully written off and reclassified under the head "Loss on Non-Recovery of Advance" in the Statement	• Obtained and reviewed relevant documentation and board approvals relating to the original advance. • Evaluated management''s assessment of recoverability and verified evidence indicating liquidation or default by POL India Projects Ltd. • Checked journal entries and general ledger movement for correct classification and presentation. • Assessed compliance with Ind AS 1 and Ind AS 109, particularly around impairment of financial assets. Based on audit evidence and review procedures, we found the accounting

of Profit and Loss.		treatment and revised disclosure to be appropriate and fairly stated. 1
This change aligns with Ind AS recognition and derecognition principles for financial assets, specifically Ind AS 109, and ensures a fair and transparent presentation of the Company''s
financial position Loss incurred on account of vendor-related irregularities (Refer Note No. 30 (C) Exceptional items) During the year under audit, the Company recognised a cumulative loss of approximately 5.53 crores in respect of various vendor-related transactions, which were subsequently identified as fraudulent or non-genuine. These include: Figures in crores		• Obtained and reviewed managements internal reports, GST communications, and legal correspondence substantiating the fraud and non-genuineness of vendors; . Evaluated the reversal entries and disclosures made in the financial statements for consistency with applicable Ind AS and provisions of the Companies Act, 2013, . Verified the debit balances and write-off entries appearing in the general ledger, . Assessed whether the classification and disclosures under "Loss incurred on account of vendor-related irregularities" were appropriately presented under Note 30 [as per financial statements]; . Considered the implications, if any, on internal financial controls over vendor due diligence and accounting processes.
ORLOV Solution	*1.55
DIRAOASIS Media and Entertainments Private Limited.	2.74
Other (RHG Films, Rajeev Pandya, Skyony Media Private Limited and UYIMUI Infra Private Limited)	1.25
_______ Initially, the transactions were accounted as service expenses or advances for business purposes. However, based on communications from statutory authorities (including notices under GST Section 73(5)), internal investigations, and lack of service deliverables or traceability of vendors, the Company determined the amounts to be non-recoverable. The entire value was written off as "Loss incurred on account of vendor-related irregularities" under ’Exceptional
Items ’ Given the magnitude and nature of these adjustments, the involvement of multiple third parties, and the judgment involved in assessing recoverability and fraud, we considered this a key
audit matter.		------

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The
other information comprises the information included in the Company’s Annual Report, but does not
include the standalone financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financial statements that give a true and fair view
of the financial position, financial performance including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the Ind AS and other accounting principles
generally accepted in India.

Auditor''s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report
that includes our opinion.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in
the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes 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, the Statement of Profit and Loss including the Statement of Other

Comprehensive Income, the Cash Flow Statement and the Statement of Changes
dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the ind as

specified under Section 133 of the Act. ^P

2025 taken on record as on march 31

Match 31 2025 from being appointed as a director in terms of Section

the Company and the operating effectiveness of such controls over financial reporting of
In Annexure B". our separate Report

g. With respect to the other matters to be included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the
best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its
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.

For M/s Bhasin Hota & Co.

Chartered Accountants
Firm''s

CA Akshay Suresh Joshi
Partner

Membership No.: 170787
UDIN: 25170787BMJOGI6977
Place: Mumbai
Date: 28.05.2025

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Mar 31, 2014

1. We have audited the attached Balance Sheet of VISION CORPORATION LIMITED as at 31st March 2014 and also the Profit and Loss Account of the Company for the year ended on that date, annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that WE have 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 (CARO) as amended by the Companies (Auditor''s Report) (Amendment) order, 2004 (together the ''Order''), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, WE considered appropriate, and according to the information and explanations given to us, WE give in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, 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 accounts as required by Law have been kept by the Company so far as appears from our examinations of those books.

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

d) In our opinion, the Balance Sheet, Profit & Loss Account, and the Cash Flow Statement dealt with by this report are in compliance with the Accounting standards referred to in Sub Section (3c) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors as on 31st March 2014, WE report that none of the directors is disqualified as on 31st March 2014 from being appointed as a director under Section 274(1) (g) of the Companies Act, 1956.

f) Subject to note 11 & 16 of Schedule ''14'' relating to non-disclosure of status of creditors and non-provision of interest thereon required under the Micro, Small and Medium Enterprises Development Act'' 2006, in our opinion and according to the best of information and according to the explanations given to us, they 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 accounting principles generally accepted India:

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; and

ii. In so far as it relates to the Profit & Loss account, of the "Profit" of the Company for the year ended on that date.

iii. In the case of Cash Flow Statement, of the cash flow for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

(b) The Management during the year has physically verified major fixed Assets of the Company and according to the information given to us; no discrepancies have been arrived in respect of the Assets.

(C) During the year, the Company has not disposed off a substantial part of its fixed assets including Capital Work in Progress.

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

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has not granted any loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 but has taken unsecured loans from three parties amounting to Rs. 32.05 Lacs. The maximum balance outstanding was Rs. 31.45 Lacs.

(b) In our opinion and according to the information and explanations given to us, the unsecured loans taken by the Company are interest free and other terms are not prejudicial to the interest of the company.

(c) In respect of the interest free unsecured loans, the amounts were repaid as per stipulation.

(d) There is no overdue amount in respect of loans taken by the Company. The Company has not given loans to any party; hence there were no overdue payments.

4. In our opinion, there is 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 goods and services. However, the system of confirmation / reconciliation of balances need to be strengthened to make them commensurate with the size of the Company and the nature of its business.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. According to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements that needed to be entered into register maintained under Section 301 of the Companies Act, 1956 have been 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 register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 Lacs or more in respect of each party, have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time as available with the company.

6. In our opinion and according to the explanations given to us, the company has not accepted any deposits referred in Section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

7. In our opinion, the Company has an in-house internal audit system, which is commensurate with the size and nature of its business.

8. As per information and explanation given to us, the Company is in Media Business, hence the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

9. a. In our opinion and explanation given by the management to us, the retirement benefits and Gratuity provisions are not applicable to the Company (for details refer to note 4 of Schedule 14).

b. our opinion and explanation given by the management to us, the Company is generally regular in depositing with the appropriate authorities'' undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other material Statutory Dues applicable to it. There were no arrears as at 31st March 2014 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Investor Education and Protection Fund, Sales tax, Income tax, Wealth tax, Service tax, Custom duty, Excise duty or Cess and other material statutory dues, outstanding on account of any dispute.

10. The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year.

11. According to the information and explanation given to us and the records examined by us, the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

12. According to the information and explanation given to us, the Company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities does not attract any special statue applicable to chit fund and nidhi/mutual benefit funds/societies. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanation given to us and the records examined by us, the company had not given any guarantee to banks for loans taken by a group concern or others.

16. As informed to us, the company has not availed any term loans and working capital loans during the year.

17. On the basis of an overall examination of the balance sheet and the cash flows of the company and the information and explanations given to us, WE report that the Company has not utilized any funds raised on short-term basis for long-term investments.

18. The Company has not made preferential allotment of shares to parties or companies covered under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the company has not issued any debentures during the year. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

20. The Company has not raised money through public issue during the year.

21. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Bhasin Hota & Co Chartered Accountants

CA Kishor Hota Partner Membership No. 85089 Place: Mumbai Dated: 25* July, 2014

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Mar 31, 2013

1. We have audited the attached Balance Sheet of VISION CORPORATION LIMITED as at 31st March 2013 and also the Profit and Loss Account of the Company for the year ended on that date, annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that WE have 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 (CARO) as amended by the Companies (Auditor''s Report) (Amendment) order, 2004 (together the ''Order''), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, WE considered appropriate, and according to the information and explanations given to us, WE give in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, 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 accounts as required by Law have been kept by the Company so far as appears from our examinations of those books.

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

d) In our opinion, the Balance Sheet, Profit & Loss Account, and the Cash Flow Statement dealt with by this report are in compliance with the Accounting standards referred to in Sub Section (3c) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors as on 31st March 2013, WE report that none of the directors is disqualified as on 31st March 2013 from being appointed as a director under Section 274(1) (g) of the Companies Act, 1956.

f) Subject to note 11 & 16 of Schedule ''14'' relating to non-disclosure of status of creditors and non-provision of interest thereon required under the Micro, Small and Medium Enterprises Development Act'' 2006, in our opinion and according to the best of information and according to the explanations given to us, they 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 accounting principles generally accepted India:

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013; and

ii. In so far as it relates to the Profit & Loss account, of the "Profit" of the Company for the year ended on that date.

iii. In the case of Cash Flow Statement, of the cash flow for the year ended on that date.

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

(b) The Management during the year has physically verified major fixed Assets of the Company and according to the information given to us, no discrepancies have been arrived in respect of the Assets.

(C) During the year, the Company has not disposed off a substantial part of its fixed assets including Capital Work in Progress.

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

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has not granted any loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 but has taken unsecured loans from three parties amounting to Rs. 32 Lacs. The maximum balance outstanding was Rs. 27.50 Lacs.

(b) In our opinion and according to the information and explanations given to us, the unsecured loans taken by the Company are interest free and other terms are not prejudicial to the interest of the company.

(c) In respect of the interest free unsecured loans, the amounts were repaid as per stipulation.

(d) There is no overdue amount in respect of loans taken by the Company. The Company has not given loans to any party; hence there were no overdue payments.

4. In our opinion, there is 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 goods and services. However, the system of confirmation / reconciliation of balances need to be strengthened to make them commensurate with the size of the Company and the nature of its business.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. According to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements that needed to be entered into register maintained under Section 301 of the Companies Act, 1956 have been 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 register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 Lacs or more in respect of each party, have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time as available with the company.

6. In our opinion and according to the explanations given to us, the company has not accepted any deposits referred in Section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

7. In our opinion, the Company has an in-house internal audit system, which is commensurate with the size and nature of its business.

8. As per information and explanation given to us, the Company is in Media Business, hence the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

9. a. In our opinion and explanation given by the management to us, the retirement benefits and Gratuity provisions are not applicable to the Company (for details refer to note 4 of Schedule 14).

b. our opinion and explanation given by the management to us, the Company is generally regular in depositing with the appropriate authorities'' undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other material Statutory Dues applicable to it. There were no arrears as at 31st March 2012 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Investor Education and Protection Fund, Sales tax, Income tax, Wealth tax, Service tax, Custom duty, Excise duty or Cess and other material statutory dues, outstanding on account of any dispute.

10. The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year.

11. According to the information and explanation given to us and the records examined by us, the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

12. According to the information and explanation given to us, the Company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities does not attract any special statue applicable to chit fund and nidhi/mutual benefit funds/societies. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanation given to us and the records examined by us, the company had not given any guarantee to banks for loans taken by a group concern or others.

16. As informed to us, the company has not availed any term loans and working capital loans during the year.

17. On the basis of an overall examination of the balance sheet and the cash flows of the company and the information and explanations given to us, WE report that the Company has not utilized any funds raised on short-term basis for long-term investments.

18. The Company has not made preferential allotment of shares to parties or companies covered under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the company has not issued any debentures during the year. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

20. The Company has not raised money through public issue during the year.

21. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Bhasin Hota & Co

Chartered Accountants



Sd/-

CA Kishor Hota

Place: Mumbai Partner

Dated: August 5, 2013

Membership No. 85089

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Mar 31, 2011

1. We have audited the attached Balance Sheet of VISION CORPORATION LIMITED as at 31st March 2011 and also the Profit and Loss Account of the Company for the year ended on that date, annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that WE have 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 (CARO) as amended by the Companies (Auditor's Report) (Amendment) order, 2004 (together the 'Order'), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, WE considered appropriate, and according to the information and explanations given to us, WE give in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, 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 accounts as required by Law have been kept by the Company so far as appears from our examinations of those books.

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

d) In our opinion, the Balance Sheet, Profit & Loss Account, and the Cash Flow Statement dealt with by this report are in compliance with the Accounting standards referred to in Sub Section (3c) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors as on 31st March 2011, WE report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director under Section 274(1) (g) of the Companies Act, 1956.

f) Subject to note 11 & 16 of Schedule '14' relating to non-disclosure of status of creditors and non-provision of interest thereon required under the Micro, Small and Medium Enterprises Development Act' 2006, in our opinion and according to the best of information and according to the explanations 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 accounting principles generally accepted India:

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; and

ii. in so far as it relates to the Profit & Loss account, of the "Profit" of the Company for the year ended on that date.

iii. in the case of Cash Flow Statement, of the cash flow for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

(b) The Management during the year has physically verified major fixed Assets of the Company and according to the information given to us, no discrepancies have been arrived in respect of the Assets.

(c) During the year, the Company has not disposed off a substantial part of its fixed assets including Capital Work in Progress.

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

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has not granted any loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 but has taken unsecured loans from three parties amounting to Rs. 47 Lacs. The maximum balance outstanding was Rs. 88.43 Lacs.

(b) In our opinion and according to the information and explanations given to us, the unsecured loans taken by the Company are interest free and other terms are not prejudicial to the interest of the company.

(c) In respect of the interest free unsecured loans, the amounts were repaid as per stipulation.

(d) There is no overdue amount in respect of loans taken by the Company. The Company has not given loans to any party; hence there were no overdue payments.

4. In our opinion, there is 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 goods and services. However, the system of confirmation / reconciliation of balances need to be strengthened to make them commensurate with the size of the Company and the nature of its business.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. According to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements that needed to be entered into register maintained under Section 301 of the Companies Act, 1956 have been 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 register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 Lacs or more in respect of each party, have been made at the prices Which are reasonable having regard to prevailing market prices at the relevant time as available with the company.

6. In our opinion and according to the explanations given to us, the company has not accepted any deposits referred in Section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

7. In our opinion, the Company has an in-house internal audit system, which is commensurate with the size and nature of its business.

8. As per information and explanation given to us, the Company is in Media Business, hence the Central Government has not prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956.

9. a. In our opinion and explanation given by the management to us, the retirement benefits and Gratuity provisions are not applicable to the Company (for details refer to note 4 of Schedule 14).

b. our opinion and explanation given by the management to us, the Company is generally regular in depositing with the appropriate authorities' undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty. Cess and other material Statutory Dues applicable to it. There were no arrears as at 31st March 2011 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Investor Education and Protection Fund, Sales tax, Income tax, Wealth tax, Service tax, Custom duty, Excise duty or Cess and other material statutory dues, outstanding on account of any dispute.

10. The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year.

11. According to the information and explanation given to us and the records examined by us, the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

12. According to the information and explanation given to us, the Company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities does not attract any special statue applicable to chit fund and nidhi/ mutual benefit funds/societies. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanation given to us and the records examined by us, the company had not given any guarantee to banks for loans taken by a group concern or others.

16. As informed to us, the company has not availed any term loans and working capital loans during the year.

17. On the basis of an overall examination of the balance sheet and the cash flows of the company and the information and explanations given to us, WE report that the Company has not utilized any funds raised on short-term basis for long-term investments.

18. The Company has not made preferential allotment of shares to parties or companies covered under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the company has not issued any debentures during the year. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

20. The Company has not raised money through public issue during the year.

21. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Bhasin Hota & Co Chartered Accountants

Sd/-

CA Kishor Hota Partner Membership No. 85089

Place: Mumbai Dated: May 15th, 2011