We have audited the attached Balance Sheet of NAVNEET PUBLICATIONS
 (INDIA) LIMITED, at 31st March, 2012, the Statement of Profit and Loss
 and Cash Flow Statement of the Company for the period 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 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 in the annexure
 attached hereto, a statement on the matter specified in para 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, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 d) In our opinion, the Balance Sheet, Statement of Profit and Loss 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 the 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, 2012 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, 2012.
 
 ii.  In the case of Statement of Profit and Loss, of the profit for the
 period ended on that date; and
 
 iii.  In the case of Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to Audit Report U/S 227(4A) of the Companies Act, 1956.
 
 (Referred to in paragraph 1 of our report of even date on the accounts
 for the year ended 31st March, 2012 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 explanation
 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.
 
 28b) 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 clause4(iii) (e),
 (f), and (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 the 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 or 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 there under.
 
 7.  In our opinion, the Company has adequate internal audit system
 commensurate with the size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the Rules made by the
 Central Government of India, the maintenance of cost records have been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act, and are of the opinion that prima facie, the prescribed accounts
 and records have been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 9.  a) According to the information and explanation 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 other as applicable have been regularly deposited
 by the company during the year with appropriate authorities.  b)
 According to the 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
 Statute                                (In Lacs)      disputes is
                                                       Pending
 
 I.T. Act, 1961  Assmt. Dues A.Y. 00-01   26.08       Bombay Hight Court
 
 I.T. Act, 1961  Assmt. Dues A.Y. 01-02   11.17       Bombay Hight Court
 
 I.T. Act, 1961  Assmt. Dues A.Y. 02-03   45.13       Bombay Hight Court
 
 I.T. Act, 1961  Assmt. Dues A.Y. 09-10    2.98       CIT(A)
 
 10.  The Company has neither accumulated losses as at March 31, 2012,
 nor has it incurred any cash loss 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 (Auditors
 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 (Auditors Report) Order, 2003 is not
 applicable to the Company.
 
 15.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of guarantee given by the Company
 for loans taken by subsidiary company from banks or financial
 institutions 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 explanation 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 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. 103142W)
   
                                                       sd/-
 
                                                 Haresh K. Chheda
 
                                                 Partner
 
 Place : Mumbai
                                                 Membership No. 38262
 Date  : 23rd  August, 2012