1.  We have audited the attached Balance Sheet of M/S DIVINE
 ENTERTAINMENT LTD. as at 31st March 2011 and also the Profit and Loss
 Account for the year ended on that date annexed thereto.  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 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 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 principal'' 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 issued
 by the Central Government of India in terms of sub section (4 A) of
 section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matter specified in 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 explanation, 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 (and proper returns adequate for the purpose of our audit have
 been received from the branches not visited by us. The Branch Auditor''s
 Reports have been forwarded to us and have been appropriately dealt
 with.)
 
 c) The Balance Sheet and Profit & Loss Account dealt with by this
 report are in the agreement with the books of account (and with the
 audited returns from the branches).
 
 d) In our opinion, the Balance Sheet and Profit & Loss Account dealt
 with by this report comply with the accounting standards referred to in
 sub section (3 C) of section 211 of the Companies Act, 1956.
 
 e) On the basis of written representations received from the Directors,
 as on 31st March 2011, and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March,
 2011 from being appointed as a Director in terms of clause (g) of sub
 section (1) 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 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 the accounting principals
 generally accepted in India.
 
 i) In the case of the Balance Sheet of the state of affairs of the
 Company as at 31st March, 2011and
 
 ii) In the case of Profit & Loss Account of the Profit / Loss for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE
 
 1.  The Company has maintained proper records showing full particulars
 including quantitative details and location of its Fixed Assets.
 
 2.  All the assets Fixed Assets have been physically verified by the
 Management covering all the items and no material discrepancies between
 the book records and the physical inventory have been noticed.
 
 3.  The fixed assets of the Company have not been revalued during the
 year.
 
 4.  Since the Company is not having any inventory therefore no comments
 are required for physical verification or control thereof.
 
 5.  The company has not taken any loans, secured or unsecured, from the
 companies, firms or other parties listed in the regular maintained u/s
 301 of the Companies Act, 1956 and/or form the companies under the same
 management as defined under sub-section (IB) of section 370 of the
 companies Act. 1956, where the rate of interest and other terms are
 prejudicial to the interest of the shareholders, in terms of
 sub-section (6) of Section 370 of Companies Act, 1956 the provisions of
 the sections are not applicable to the company on or after 31st October
 1998.
 
 6.  The company has not granted any loans, secured or unsecured, to
 companies, firms or other parties listed in the regular maintained u/s
 301 of the Companies Act, 1956 and/or to the companies under the same
 management as defined under sub-section (IB) of section 370 of the
 companies Act, 1956, in terms of sub-section (6) of Section 370 of
 Companies Act, 1956 the provisions of the sections are not applicable
 to the company on or after 31st October 1998.
 
 7.  The Company has not granted loans and advances in the nature of
 loan to directors.
 
 8.  In our opinion there are adequate internal control procedures
 commensurate with the size of the company and nature of its business,
 for purchase of Plant and machinery, equipments and similar assets and
 for the sale of services.
 
 9.  In our opinion, no transaction of purchase of goods and materials
 and sale of materials and services in pursuance of contracts or
 arrangements entered in the registers maintained under section 301 of
 the Companies Act, 1956 and aggregating to Rs 500,000 or more in value
 in respect of each of the party have been made during the year.
 
 10.  The Company has a system of determining unserviceable or damaged
 finished products on the basis of technical evaluation and no write
 offs/provisions were considered necessary.
 
 11.  The company has not accepted any deposits within the meaning of
 Section 58A of the Companies act, 1956 and the rules framed thereunder.
 
 12.  In our opinion, the company has an adequate internal audit system.
 
 13.  The Central Government has not prescribed the maintenance of cost
 records by the Company under Section209 (1) (d) of the Companies Act,
 1956 for any of its products.
 
 14.  As certified by the management, at the last day of the financial
 year, there was no amount outstanding in respect of undisputed
 income-tax, sales-tax, custom duty and excise-duty which were due for
 more than 6 months from the date they become payable.
 
 15.  During the course of our examination of the books of accounts
 carried out in accordance with the generally accepted auditing
 practices, we have not come across any personal expenses which have
 been charged to P&L Account, other than those payable under contractual
 obligations or in accordance with generally accepted business
 practices, nor have we been informed of any such case by the
 Management.
 
 16.  The company is not a Sick Industrial company with in the meaning
 of clause(o) of sub-section ( I ) of section 3 of the Sick Industrial
 Companies (Special Provisions ) Act, 1985.
 
 17.  As the company is not a manufacturing company, the question of
 maintaining records for sale and disposal of realizable by-products or
 scrap does not arise.
 
                                                     FOR PVR-N & CO.
 
                                                 Chartered Accountants
 
                                                            Sd/-
 
 Place : New Delhi                                    PRADEEP JINDAL
 
 Dated : 28th AUGUST,2011                                    PARTNER