TO THE MEMBERS OF MOBILE TELECOMMUNICATIONS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of MOBILE TELECOMMUNICATIONS LIMITED ("the company"),which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and summary of significant accounting policies and other explanatory information.

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 and presentation 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 adequate internal financial control, that were operating

Report on other Legal and Regulatory Requirements

1.As required by the Companies (Auditor's Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable. OR Requirements of the Companies (Auditor's Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, are not applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) the Balance Sheet, the 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 aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 7 below to the financial statements; [or the Company does not have any pending litigations which would impact its financial position]

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any on long term contracts including derivative contracts – NA to the financial statements; [or The Company did not have any long-term contracts including derivatives contracts for which there were any material for assessable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company [or, following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company or there were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund].

ADDITIONAL INFORMATION ANNEXED THE INDEPENDENT AUDITORS' REPORT

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

b. As explained to us, the fixed assets have been physically verified by the management once during the year and in our opinion the frequency of verification is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year the Company has not disposed off any substantial / major part of fixed assets.

2. a. As per information and explanations given to us, the inventories have been physically verified by the management during the year at reasonable intervals. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company has maintained proper records of the inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the size of the Company and the same have been properly dealt with in the books of account.

3. The Company has taken unsecured loans from companies, firms and other parties covered in the register maintained under section 189 of the Companies Act, 2013. The amount of Rs 433.99 lakhs taken from one party as on 31st March, 2016. The maximum amount outstanding during the year is Rs 433.99 lakhs, carrying no interest and other terms and conditions of such loans are prima face not prejudicial to the interest of the Company. As regards the repayment of above loan no terms of repayment have been stipulated, or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain services rendered are of a special nature and suitable alternate sources do not exist for obtaining comparative quotations for fi© same, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls.

5. The Company has not accepted any deposits during the year from the public within the meaning of provisions of the Companies Act, 2013 and rules made there under.

6. As informed to us, the Central Government has not prescribed maintenance of Cost Records under sub section (1) of section 148 of the Act.

7. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities.

b. According to the information and explanation given to us and the records of the Company examined by us, there are disputed amounts in case of dues of Income Tax Demands:

As per the information and explanations given by the management, the company is not regular in depositing with the appropriate authorities in respect of, undisputed statutory dues including Income Tax, Service Tax, Dividend Distribution Tax, Vat Tax, Wealth tax, Provident Fund, Investor Education According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues, which has remained outstanding for more than six months as at 31st March 2016.

According to the Information and explanation given to us, there are no dues of Sales tax, Custom duty, wears tax, Excise Duty, and cess which have not been deposited on account of any dispute except as following Income Tax demands:

1. The company has not been required till now to transfer any amount to Investor Education Protection Fund under the provisions of the Companies Act, 1956 and the rules thereof.

2. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

3. In our opinion and according to the information and explanation given to us, the Company has not defaulted in the repayment of dues to banks. There are no dues to financial institutions and debenture holders.

4. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

5. in our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they have been obtained.

6. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For MAHESH KUMAR JAIN & CO.

CHARTERED ACCOUNTANTS

(Firm Registration No.: 114179W)

MAHESH KUMAR JAIN

PROPRIETOR

(Membership No.: 047473)

Place: MUMBAI

Date: 14.06.2016