We have audited the attached Balance Sheet of NAVNEET PUBLICATIONS
 (INDIA) LIMITED, as at 31st March 2011, the Profit and Loss Account and
 the Cash Flow Statement of the Company 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.
 
 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 misstatement. An audit
 includes examining, on the 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 of
 our opinion.
 
 1.  As required by the Companies (Auditor''s 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 the Annexure
 attached here to, a statement on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 2.  Further to our comments in the Annexure referred to in para (1)
 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 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 dealt with by this report, is in compliance with the
 Accounting Standards specified by the Institute of Chartered
 Accountants of India, referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956; to the extent applicable to the Company.
 
 e) On the basis of written representations received from the directors,
 and taken on record by the Board of Directors, we report that none of
 the directors are 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 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.
 
 ii.  In the case of the Profit and Loss account, of the profit for the
 year ended on that date; and
 
 iii.  In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to the Auditor''s Report
 
 (Referred to in paragraph 1 of our report of even date on the accounts
 for the year ended 31st March, 2011 of Navneet Publications (India)
 Limited)
 
 1.  a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) All the assets have not been verified by the management during the
 year but, according to the information and explanations given to us,
 and in our opinion the intervals for verification are reasonable having
 regard to the size of the Company and the nature of its assets. No
 material discrepancies were noticed on such verification.
 
 c) In our opinion, fixed assets disposed off during the year were not
 substantial and therefore do not affect the going concern assumption.
 
 2.  a) In our opinion, the inventory of the Company has been physically
 verified by the management at reasonable intervals. In respect of
 inventory lying with third parties, these have substantially been
 confirmed by them.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedures for physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and nature of its business.
 
 c) In our opinion and according to the information and explanation
 given to us, the Company has maintained proper records of its
 inventories and discrepancies noticed on such physical verification
 between stock and the book records were not material.
 
 3.  a) According to information and explanations given to us, the
 Company has not granted any loans, secured or unsecured, to companies,
 firms or other parties listed in the register maintained under Section
 301 of the Companies Act, 1956. Consequently, the provisions of clause
 4(iii) (b), (c) and (d) of the Companies (Auditor''s Report) Order, 2003
 are not applicable.  b) In our opinion and according to the information
 and explanation given to us, and as it appears from Register maintained
 under section 301 of the Companies Act, 1956, the Company has not taken
 any loans, secured or unsecured, from companies, firms or other parties
 listed in the said Register.  Consequently, the provisions of clause
 4(iii) (e), (f) & (g) of the Companies (Auditor''s Report) Order, 2003
 are not applicable.
 
 4.  In our opinion and according to the information and explanations
 given to us, the Company has adequate internal control system
 commensurate with the size of the Company and nature of its business
 with regard to purchase of inventories and fixed assets and for the
 sale of goods and services. Further, on the basis of our examination
 and according to the information and explanations given to us, we have
 neither come across nor have we been informed of any instance of
 continuing failure to correct major weaknesses in internal control.
 
 5.  a) In our opinion and to the best of our knowledge and belief, and
 according to information and explanation given to us, the particulars
 of contracts or arrangements referred to in section 301 of the
 Companies Act, 1956 have been entered in the register maintained under
 section 301 of the Companies Act, 1956.  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
 and exceeding value of Rs. 5,00,000/- 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.
 
 6.  The Company has not accepted any deposits from the public within
 the meaning of sections 58A and 58AA or any other relevant provisions
 of the Companies Act, 1956 and the rules framed thereunder.
 
 7.  In our opinion, the Company has an adequate internal audit system
 commensurate with the size and nature of its business.
 
 8.  According to information and explanations given to us, the Central
 Government has not prescribed maintenance of cost records under Clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956, for
 the industry in which the Company operates.
 
 9.  a) According to the information and explanations given to us and
 according to the books and records as produced and examined by us, in
 our opinion, the undisputed statutory dues in respect of provident
 fund, investors education and protection fund, employees'' state
 insurance, income tax, VAT, wealth tax, service tax, custom duty,
 excise duty, cess and others as applicable have been regularly
 deposited by the Company during the year with the appropriate
 authorities.  b) According to information and explanation given to us,
 there are no dues outstanding of VAT, income tax, customs duty, wealth
 tax, service tax, excise duty and cess, which have not been deposited
 on account of any dispute, except for the following.
 
 Name of the       Nature of Dues            Amount     Forum where
 Staute                                     (In Lacs)    disputes is
                                             Rs.          Pending
 
 I.T. Act, 1961    Assmt. Dues A.Y. 00-01     26.08       I.T.A.T.
 
 I.T. Act, 1961    Assmt. Dues A.Y. 01-02     81.56       I.T.A.T.
 
 I.T. Act, 1961    Assmt. Dues A.Y. 03-04      3.03       I.T.A.T.
 
 10.  The Company has neither accumulated losses as at March 31, 2010,
 nor it has incurred any cash losses during the financial year ended on
 that date and the immediately preceding financial year.
 
 11.  According to information and explanations given to us, the Company
 has not defaulted in repayment of dues to any financial institution or
 bank or debenture holders during the year.
 
 12.  According to the information and explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 13.  The Company is not a chit or a nidhi/mutual benefit fund/ society,
 therefore, the clause 4(xiii) of the Companies (Auditor''s Report)
 Order, 2003 is not applicable to the Company.
 
 14.  In our opinion and according to the information and explanations
 given to us, the Company is not a dealer or trader in securities. Hence
 clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 is not
 applicable to the Company.
 
 15.  The Company has given guarantee for loans taken by subsidiary
 company from banks and in our opinion, the terms and conditions of such
 guarantee is not, prima facie, prejudicial to the interest of the
 Company.
 
 16.  The Company has obtained term loan during the year,and in our
 opinion and according to the information and explanations given to us,
 the term loan obtained are applied for the purpose for which the loans
 are obtained.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance sheet and cash flow of the
 Company, we report that no funds raised on short- term basis have been
 used for long-term investment.
 
 18.  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.
 
 19.  The Company has not issued any debentures during the year.  Hence
 clause 4(xix) of the Companies (Auditor''s Report) order, 2003 is not
 applicable to the company.
 
 20.  The Company has not raised any money by public issue during the
 year. Hence clause 4(xx) of the Companies (Auditor''s Report) Order,
 2003 is not applicable to the Company.
 
 21.  According to the information and explanations given to us, during
 the year, no fraud by or on the Company has been noticed or reported
 during the course of our audit.
 
 
                                             For Ghalla & Bhansali 
 
                                             Chartered Accountants 
 
                                            (Registration No. 103142 W)
 
                                                        sd/-
 
 Place : Mumbai
 
                                                 Haresh K.Chheda
 
 Date : 28th July, 2011
 
                                                 Partner
 
                                                 Membership No. 38262