MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ('the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on financial statements.

BASIS OF QUALIFICATION

Contravention of Accounting Standard 15 on Accounting for retirement benefit of employees.

As stated in Point No. 8 of Note No.1 of Significant Accounting Policies followed by the company, the Company is not making any provision for the Gratuity and leave encashment as the same is accounted for on payment basis. This is in Contravention of Accounting Standard 15 on Accounting for retirement benefits of employees.

Contravention of Accounting Standard 26 on Intangible Assets.

As stated in Point No.23 of Note to Accounts followed by the company, the Company is not showing expenses incurred during the period on account of Increase in Authorised Capital & some expenses in connection to right Issue Expenses as revenue expenditure and the same is show as Preliminary expenses to be amortised over a period of 5 years. This is in Contravention of Accounting Standard 26 on Intangible Assets.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required, and give a true and fair view Subject to the Basis for Qualified Opinion Paragraph, 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, 2015;

(ii) In the case of the Statement of Profit and Loss; of the PROFIT for the year ended on that date;

(iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the companies (Auditors Report) Order, 2015 issued by the Central Government of India in terms of section 143 (11) of the Act. We give in Annexure B a statement on matters specified in paragraph 3 and 4 of the said order.

2. As required by section 143(3) of the Act, 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 purposes of the 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 those 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 accounts;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the mandatory Accounting Standards referred to in section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 except AS 15 regarding no provision created for retirement benefits and except AS 26 regarding preliminary expenses recognized as intangible assets and not written off entirely. Had the preliminary expenses been shown as revenue expenditure then profit would have been decreased by Rs.8,81,805/-.

e. On the basis of the written representation received from the Directors as on 31.03.2015 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31.03.2015, from being appointed as a Director in terms of Sub-section (2) of section 164 of the Act, 2013.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2015 of SPLASH MEDIA & INFRA LIMITED. On the basis of such checks as we considered appropriate and in terms of information and explanations provided to us state that:

1) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the assets have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable; no material discrepancies were noticed on such verification.

2) The Company does not have any inventory. Therefore the provision of clause 3 (ii) (a), (b), (c) of Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

3) The Company has not granted loans to companies, firms covered in the register maintained under section 189 of the Companies Act, 2015. Consequently the provisions of clauses 3 (a) & (b) of the order are not applicable to the company.

4) In our opinion and according to the information and explanations provided by the company, there are adequate internal control systems commensurate with the size of the Company and the nature of its business. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control system.

5) In our opinion and according to the information and explanations provided by the company, the Company has not accepted any deposits from Public and therefore the provisions of Sec. 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014 are not applicable.

6) The Central Government has not prescribed maintenance of cost records by the company under sub-section (1) of section 148 of the Companies Act, 2013.

7) a) According to the information and explanations provided by the company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Duties of Customs, Duties of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities applicable to it and no undisputed amount payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Duties of Customs, Duties of Excise, Value Added Tax, Cess were in arrears , as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) In our opinion and according to the information and explanations provided by the company, there are no dues outstanding in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited on account of any dispute.

c) In our opinion and according to the information and explanations given to us, the company is not required to transfer any amount to investor education and protection fund in accordance with relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8) The company does not have any accumulated losses of more than 50% of its net worth at the end of the financial year and there was no cash loss during the financial year covered by our Audit and in the immediately preceding financial year.

9) Based on our Audit procedures and according to the information and explanations provided by the company, the company has not defaulted in repayment of any dues to financial institutions or banks or debenture holders.

10) In our opinion and according to the information and explanations provided by the company, the company has not given any guarantees for loans taken by others from banks or other financial institutions.

11) Based on our Audit procedures and explanations given to us and on the basis of our examination, The Company has not raised any term loans.

12) Based on our Audit procedures performed and the information and explanations provided by the company, no fraud on or by the company has been noticed or reported during the course of our audit.

                                            For S A R A & ASSOCIATES
                                            CHARTERED ACCOUNTANTS
                                            FIRM REGN NO.: 120927W

                                                        Sd/-

                                             Govind Gopal Sharma
                                             (PARTNER)
                                             M. No. 132454