1.  We have audited the attached Balance Sheet of Compact Disc India
 Ltd. as at March 31, 2010 and also the Profit & Loss Account and Cash
 Flow Statement for the year ending as on that date annexed thereto.
 These Financial Statements are the responsibility of the Companys
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material mis-statement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit 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 reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of the Companies Act, 1956.  We enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 (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, 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 dealt with by this report comply with the accounting
 standards referred to in sub- section (3C) of Section 211 of the
 Companies Act, 1956.
 
 (e) In our opinion and to the best of our information and according to
 the explanation given to us, the said Balance Sheet and the Profit and
 Loss account read together with the notes thereon give the information
 required by the Companies Act, 1956 in the manner so required and give
 true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (i) insofar as it relates to the Balance Sheet of the state of affairs
 of the company as at 31st March, 2010 and, 
 
 (ii) insofar as it relates to the Profit and Loss account of the
 company for the year ended on that date.
 
 5.  On the basis of the written representation received from the
 directors, as on March 31, 2010 and according to information and
 explanations given to us, we report that none of the directors is
 disqualified as on March 31, 2010 from being appointed as a director in
 terms of clause (g) of sub-section (1) of section 274 of the Companies
 Act, 1956.
 
 Annexure: Re. Compact Disc India Ltd. Referred to in paragraph 3 of Our 
 Report of even date
 
 1.  (i) The company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (ii) As explained to us, all the assets have not been physically
 verified by the management during the year but there is a regular
 program of verification which, in our opinion, is reasonable having
 regard to the size of the company and nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (iii) No substantial part of fixed assets has been disposed off during
 the year, which has affected the going concern.
 
 2.  There are no inventories in the company hence the clause relating
 to inventories are not applicable to the company.
 
 3.  According to information and explanation given to us, the company
 has not taken or granted any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act.
 
 4.  In our opinion and according to information and explanation given
 to us, there is adequate internal control procedure commensurate with
 the size of the company and the nature of its business with regard to
 purchase of fixed assets. During the course of our audit, we have not
 observed any continuing failure to correct major weaknesses in internal
 control.
 
 5.  In respect of transactions covered under Section 301 of the
 Companies Act, 1956, the company is not maintaining any such register
 as the company is of the opinion that there were no such transactions
 as to attract the provisions of this section.
 
 6.  In our opinion and according to information provided to us, the
 company has not accepted any deposits from the public.
 
 7.  In our opinion, the company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  In our opinion and according to information and explanation given
 to us, the company is not required to maintain Cost Records as
 specified U/s 209(1) (d) of the Companies Act, 1956.
 
 9.  In our opinion and according to information and explanation given
 to us and records produced for our verification, undisputed statutory
 dues have been generally deposited regularly with the appropriate
 authorities.
 
 10.  In our opinion, the company has no accumulated losses as at 31st
 March, 2010. The company has not incurred cash losses during the
 financial year covered by our audit and the immediately preceding
 financial year.
 
 11.  In our opinion and according to information and explanation given
 to us, the company has not defaulted in repayment of its dues to any
 financial institution or bank or debenture holders.
 
 12.  We are of the opinion that the company has maintained adequate
 records where the company has granted loans and advances on the basis
 of security by way of pledge of shares, debentures or other securities.
 
 13.  In our opinion, the company is not a chit fund or nidhi mutual
 benefit fund/society. Therefore, the provisions of clause 4(xiii) of
 the Company (Auditors Report) Order, 2003 are not applicable to the
 company.
 
 14.  In our opinion, the company is not dealing in or trading in
 shares, securities, debentures or other investments. Accordingly, the
 provisions of clause 4(xiv) of the Company (Auditors Report) Order,
 2003 are not applicable to the company.
 
 15.  In our opinion, the terms and conditions on which the company has
 given guarantees for loans taken by others from banks or financial
 institutions are not prejudicial to the interest of the company.
 
 16.  In our opinion and as examined from the books of accounts, the
 company has applied the loans for the purpose for which they were
 obtained.
 
 17.  According to the information and explanation given to us and on an
 overall examination of the balance sheet of the Company, we report that
 no funds raised on short-term basis have been used for long-term
 investment. No long-term funds have been used to finance short-term
 assets except permanent working capital.
 
 18.  According to information and explanation given to us, the company
 has not made any preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act.
 
 19.  In our opinion and according to information and explanation given
 to us, no debentures were issued by the company during the period
 covered by the report.
 
 20.  The management has not raised any money from public issues during
 the year.
 
 21.  According to the information and explanation given to us, no fraud
 on or by the company has been noticed or reported during the course of
 our audit.
 
                                          For Suresh Goyal & Associates 
                                              Chartered Accountants
 
                                                         Sd/- 
 Place :Chandigarh                               (CA Suresh K. Goyal) 
 Dated : July 26, 2010                           Membership No.084153