We have audited Balance Sheet of M/s. BOMBAY TALKIES LIMITED as at
 March 31,2010 and also the Profit and Loss Account for the period ended
 on that date and the Cash Flow Statement annexed there to. These
 financial statements are the responsibility of the company 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 a 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 finanacial statement
 presentataion. We believe that cur audit provides a reasonable basis
 for our opinion.
 
 1.  As required by the Companies (Auditors Report) Order, 2003, issued
 by the Central Government of India terms of Section (4A) 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.
 
 2.  Further to our comments in the Annexure referred to in paragraph 3
 above, we state 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 the
 books;
 
 c) The Balance Sheet and the Profit and Loss Account dealt with by this
 report are in Agreement with the books of accounts;
 
 d) In our opinion Profit and Loss Account & the Balance Sheet comply
 with the mandatory Accounting Standards referred to in sub- section
 (3C) of Section 211 of the Companies act, 1956.
 
 e) On the basis of the written representations received from the
 Directors as on March 31, 2010, and taken record by the Board of
 Directors, we report that none of them is disqualified as on March
 31,2010 from being appointed as a Director in terms of clause (g) of
 sub-section 274 of the Companies Act, 1956.
 
 f) In our opinion; and to the best of our information and according to
 the explanation given to us, the said accounts, and read together with
 other notes there on give the information required by the Companies
 Act, 1956 in manner so requires 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 on, March, 31st 2010.
 
 (ii) In the case of the Profit and Loss Account, of the profit of the
 Company for the period ended on that date.  
 
 ANNEXURE REFERRED TO IN PARAGRAPH 4 OF THE AUDITORS REPORT TO THE
 MEMBERS OF M/s. BOMBAY TALKIES LIMITED FOR THE YEAR ENDED 31st MARCH
 2010
 
 i).  In respect of fixed assets:
 
 a) The company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 b) The Fixed assets of the company have been physically verified by the
 management at the end of the year and we are informed that no
 discrepancies between book records and the physical Inventory has been
 noticed.
 
 c) In our opinion, and according to the information and explanation
 given to us, the Company has not made any substantial disposals during
 the year Concern assumption.
 
 ii). (a), Inventories have been physically verified during the year by
 the management and in our opinion, the frequency of verification is
 reasonable.
 
 (b). The Procedure of physical verification of stock followed by the
 management are adequate in relation to the size of the company and the
 nature of its business.
 
 (c). The company is maintaining proper record of inventory. The
 discrepancies noticed on verification between the physical stocks and
 book records were not material and have been properly dealt with in the
 books of Recount
 
 iii). (a). The company has not accepted / granted any loans, during the
 year from the parties covered in the register maintained under section
 301 of the companies Act, 1956.
 
 (b). It is not prejudicial to the interest of the Company.
 
 (c). There is regularity in the terms of payment of interest and
 principals.
 
 iv.) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 v.) As the information received from management, there are no
 transactions with the parties covered under section 301 of the
 companies Act 1956.
 
 vi.) In our opinion as per the explanation given to us the Company has
 not complied with the provisions of section 58A and 58AA of the
 companies Act, 1956 and The Companies (Acceptance of deposits) rules,
 1975 with regards to the deposits accepted from the shareholders,
 friends, relatives of directors and business associates.
 
 vii.) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii.) As inform to us no cost audit under section 209(1) (d) of the
 companies Act, 1956 have been prescribed.
 
 ix.) The company is regular in depositing undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees state insurance, income tax, wealth tax, custom duty, excise
 duty, cess and other statutory dues with the appropriate authorities if
 any
 
 x.) The company has not incurred cash loss in the current year and in
 the immediately preceding financial year and there are accumulated
 losses in the balance sheet as on 31st March 2010, but net worth of the
 company has not been eroded by more than 50%.
 
 xi.) The company has not defaulted during the year in repayment of dues
 to any financial institutions, banks.
 
 xii.) No loans and advances given against pledge of share, debenture
 and other securities.
 
 xiii.) As the company in not a chit fund, nidhi, mutual benefit fund or
 society the provisions of clause 4(xiii) of the companies (Auditors
 report) order, 2003 is not applicable to the company.
 
 xiv.) Adequate documents are maintained for transaction and contracts
 in shares / securities and shares and securities are held by the
 company in its own name unless exempted under section 49 of the
 companies Act
 
 xv.) The company has not given any guarantee for loans to others
 
 xvi.) According to the information and explanations received, the
 company has not applied short terms borrowings for long term use and
 vice versa.
 
 xvii.) The company has not made any preferential allotment of shares
 during the year.
 
 xviii.) The company has not issued any debentures during the year.
 
 xix.) The company has not raised any money by way of public issue
 during the year.
 
 xx.) As per the information and explanation given to us, no material
 fraud on or by the company has been noticed during the year
 
 For J.K.Shah & Associates
 
 Chartered Accountants
 
 Jaykumar K.Shah
 
 (Proprietor)
 Membership No.42545
 
 Place: Mumbai
 Date: 10.08.2010