Inhouse Productions Ltd.

IN HOUSE PRODUCTIONS LIMITED ANNUAL REPORT 2011-2012 AUDITORS' REPORT To The members of IN HOUSE PRODUCTIONS LIMITED 1. We have audited the attached Balance Sheet of In House Productions Limited as at 31st March 2011 and the Profit and Loss Account annexed thereto and also 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 conducted our audit in accordance with Accounting Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatements. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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 Companies (Auditor's Report) Order, 2003, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the Company. 4. Attention is invited to Schedule-19 on Notes to the Accounts: Note 22(1), regarding not accounting of insurance claim receivable from insurance company on account of loss due to fire. Note 22(2), regarding Investments in Indian cookery, com and New Age Entertainment Private Limited. Note 21, regarding non-provision of Dividend on Cumulative Preference Shares. Note 6(A)(a) for non provision of Interest on Bank Loan due to one time settlement. 5. Further to our comments in the Annexure referred to in paragraph '4' 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 account as required by the law have been kept by the Company so far as appears from our examination of the books; c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of account; d) In our opinion, the Balance-sheet, Profit and Loss Account and Cash Flow Statement comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent applicable; e) Based on the representations made by the Directors of the Company and the explanations as made available, the directors of the Company do not prima-facie have any disqualifications as referred to in clause (g) of sub- section (1) to 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 said accounts give the information required by the Companies Act, 1956 in the manner so required subject to Para 4 above, and read together with the Significant Accounting policies and notes thereon as stated in Note 22 give a true and fair view in conformity with the accounting principles generally accepted in India: i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011 and ii) In the case of the Profit and Loss Account, of the Loss for the year ended on that date. iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date. For MUKESH M SHAH & CO Chartered Accountants Firm Regn No. 106625W (J H DALIA) Partner M. No. 43863 Place: Mumbai Date : 30th May 2011. ANNEXURE TO THE AUDITORS' REPORT: REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011 OF IN HOUSE PRODUCTIONS LIMITED FIXED ASSETS: 1. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. 2. We have been informed that the management has physically verified the fixed assets during the year and no material discrepancies were noticed by them on such verification. 3. During the year, the Company has not disposed off a substantial part of fixed assets, which would affect its going concern status. INVENTORIES: 1. The inventory has not physically verified at the end of the year by the management. 2. The Company is maintaining proper records of inventory, subject to our comment to Para 4 above. As explained to us, the discrepancies noticed on verification between the physical stocks and book records were not material. LOANS & ADVANCES: 1. The Company has not taken loans from Companies covered in the Register maintained under section 301 of the Companies Act, 1956. The Company has granted a loan to a Company covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 555 lakhs and the year-end balance of the loan given to that party was Rs 555 lakhs. 2. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to Companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 is, prima facie, not prejudicial to the interest of the Company. 3. There is no overdue amount of any loan taken from or granted to firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. INTERNAL CONTROLS: In our opinion and according to the information and explanations given to us, the Company's internal control system in relation to purchase of fixed assets and services and rendering of services is adequate and commensurate with the size and nature of its business. Also there is no continuing failure on the part of management to correct major weakness in the internal control. RELATED PARTIES: 1. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of Contracts or Arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section. 2. 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 Rupees Five lakhs 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. DEPOSITS: The Company has not accepted any deposits from public within the meaning of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under, during the year. INTERNAL AUDIT: The company has an internal audit system of its Healthcare division which, in our opinion is commensurate with its size and nature of business. The Company is in the process of appointing an external firm of Chartered Accountants for conducting Internal Audit of its Media division for the current year. COST RECORDS: We are informed that the Central Government has not prescribed under section 209(1)(d) of the Companies Act, 1956 maintenance of cost records for any of the products manufactured by the Company. STATUTORY DUES: 1. In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other statutory dues applicable to it. As per the information given to us by the management, there are no dues of the Company to the Investor Education & Protection Fund. 2. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty were outstanding, as at 31st March 2011 for a period of more than six months from the date they became payable. 3. According to the information and explanations given to us and based on records produced to us, there are no dues outstanding of sales tax, income tax, customs duty, wealth-tax, excise duty, cess, except for service tax as mentioned in note to accounts no 22(6)(ii) which have not been deposited on account of any dispute. GENERAL: 1. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year. 2. Based on our audit procedures and on the basis of the information and explanations given to us and also based on our examination of documents and records of the company, the Company has not taken any term loans during the year 3. Based on the information and explanations given to us and also based on our examination of documents and records of the company, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 4. In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies. 5. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. 6. The Company has not given any guarantees for loans taken by others from banks or financial institutions. 7. All shares and securities as per note 10 on Non Current investments of the audited accounts as on 31 st March 2012 have been held in the name of the Company. 8. According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash-Flow Statement and other records examined by us, we report that no funds raised on short term basis have prima facie been used during the year for long term investment and no funds raised on long term basis have been utilized for short term investment except for permanent working capital. 9. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Registers maintained under section 301 of the Act. 10. During the year, the Company did not have any outstanding debentures, issued or pending redemption. 11. The Company has not raised any money through a public issue during the year. 12. Based upon the audit procedures adopted and information and explanations given by the management, we have not come across any instance of material fraud on or by the Company noticed or reported during the year nor have we been informed of any such case by the management. For MUKESH M SHAH & CO Chartered Accountants Firm Regn No 106625W (J H DALIA) Partner M. No. 43863 Place: Mumbai Date : 30th May 2011.