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Auditor Report of TV18 Broadcast Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of TV18 BROADCAST LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone 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 standalone 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting 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 controls, 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 standalone 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 the 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 of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 24 to the financial statements;

ii. The Company did not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

CARO 2015 Report on the Standalone Financial Statements of TV18 Broadcast Limited for the year ended March 31, 2015

To the Members of TV18 Broadcast Limited

We refer to our report on the standalone financial statements of TV18 Broadcast Limited (the Company) for the year ended March 31, 2015 issued on April 15, 2015. The Gazette version of the Companies (Auditor's Report) Order, 2015 (CARO 2015) was not available in the Official Gazette of India on the date of our report. Accordingly, our report does not contain an Annexure on the matters specified in paragraphs 3 and 4 of CARO 2015.

Subsequent to the issuance of our report dated April 15, 2015, CARO 2015 has been published in the Official Gazette of India. While it is not obligatory on our part to issue our report on the matters specified in paragraphs 3 and 4 of CARO 2015, based on the discussions with the Company, as a measure of good governance, we give hereinafter a statement on the matters specified in paragraphs 3 and 4 of CARO 2015, to the extent applicable. This may be treated as an Annexure to our aforesaid Report on standalone financial statements for the year ended March 31, 2015.

i. In respect of its fixed assets:

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

b. Some of the fixed assets of the Company were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

ii. The Company is in the business of broadcasting, telecasting, relaying and transmitting general news, business news and programs. As such, the Company does not hold any inventory. Accordingly, the provisions of clause (ii) of the Order are not applicable to the Company.

iii. The Company has not granted loans to parties covered in the register maintained under section 189 of the Companies Act 2013. Accordingly, the provisions of clause (iii) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the services rendered are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of services. The business of the Company does not involve purchase of inventory and sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

v. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73 to 76 or other relevant provisions of the Companies Act, 2013 and the rule framed there under with regard to the deposits accepted from the public, except for public deposits aggregating to Rs. 3.40 lakhs and interest on public deposits of Rs. 21.95 lakhs, accepted under the Companies (Acceptance of Deposits) Rules, 1975, for which the Company is in the process of compiling the details thereof and as informed, would take necessary steps to comply with the provisions of Companies (Acceptance of Deposits) Rules, 2014. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal with respect to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Act and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us, in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value added tax, Cess and other material statutory dues, applicable to it, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable.

b. Details of dues of Income-tax that have not been deposited as on March 31, 2015 on account of disputes are given below:

Name of Statue Nature of Dues Forum where the Period to which the Amount Involved dispute is pending amount relates (Rupees)

Income Tax Act, Transfer Pricing Income Tax Appellate 2001-02 24,74,434 1961 Tribunal

Income Tax Act, Transfer Pricing Income Tax Appellate 2001-02 19,27,968 1961 Tribunal

Income Tax Act, Transfer Pricing Income Tax Appellate 2002-03 51,614 1961 Tribunal

Income Tax Act, Income Taxes Commissioner of 2008-09 16,51,09,031 1961 Income Tax (Appeals)

Income Tax Act, Income Taxes Commissioner of 2009-10 2,05,97,673 1961 Income Tax (Appeals)

Income Tax Act, Income Taxes Commissioner of 2010-11 63,280 1961 Income Tax (Appeals)

We are informed that there are no dues in respect of Provident Fund, Employees' State Insurance, Sales Tax, Wealth Tax, Service Tax, Customs Duty, and Cess which have not been deposited on account of any dispute.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder.

viii. The accumulated losses of the Company at the end of the financial year are less than fifty per cent of its net worth and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and bank. The Company has not issued any debentures.

x. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company.

xi. In our opinion and according to the information and explanations given to us, the term loans have been applied during the year for the purposes for which they were obtained.

xii. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

Abhijit A. Damle

(Partner)

Mumbai, June 2, 2015 (Membership No. 102912)


Mar 31, 2014

We have audited the accompanying financial statements of TV18 Broadcast Limited (''the Company''), which comprise the Balance Sheet as at 31 March, 2014, the Statement of profit and Loss and the Cash Flow Statement of the Company for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for 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 Standards notifed under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 the 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

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 in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2014;

b. in the case of the Statement of profit and Loss, of the profit of the Company for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explana- tions 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 re- quired 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of ac- count.

d. In our opinion, the Balance Sheet, the Statement of profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notifed under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs).

e. On the basis of the written representations re- ceived from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

i. Having regard to the nature of the Company''s business/ activities/result, clauses xii, xiii, and xiv of Companies (Auditor''s Report) Order, 2003 are not applicable.

ii. In respect of its fixed assets:

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

b. The Company has a program of verifcation of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verifed by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verifcation.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. In respect of its inventories:

a. As explained to us, the inventories were physically verifed during the year by the Management at reasonable intervals.

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

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verifcation.

iv. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

v. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the fixed assets purchased and services rendered are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

vi. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b. Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

vii. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public other than for updating details of depositors in the Register of Deposits in respect of public deposits aggregating to Rs. 10.30 lakhs (required to be maintained in terms of Section 58A of the Companies Act, 1956) pending receipt of application forms. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

viii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and nature of its business.

ix. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 and the Cost Accounting Records (Telecommunication Industry) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

x. According to the information and explanations given to us, in respect of statutory dues:

a. 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, Service Tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

The operations of the Company during the year did not give rise to any Excise Duty.

b. there are no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at 31 March, 2014 for a period of more than six months from the date they became payable.

The operations of the Company during the year did not give rise to any Excise Duty.

c. Details of dues of Income-tax that have not been deposited as on 31 March, 2014 on account of disputes are given below:

Name of Nature of Dues Forum where the Period to Amount Statute dispute is which the Involved pending amount Rupees relates

Income Tax Transfer Pricing Income Tax 2001-02 2,474,434 Act, 1961 Appellate Tribunal

Income Tax Transfer Pricing Income Tax 2001-02 1,927,968 Act, 1961 Appellate Tribunal

Income Tax Transfer Pricing Income Tax 2002-03 51,614 Act, 1961 Appellate Tribunal

Income Tax Disallowance under Commissioner 2008-09 165,190,031 Act, 1961 section 14A and of of Income Tax ESOP expenses (Appeals)

Income Tax Disallowance under Commissioner 2009-10 20,515,854

Act, 1961 section 14A and of of Income Tax ESOP expenses (Appeals)

Income Tax Disallowance under Commissioner 2010-11 63,280 Act, 1961 section 14A and of of Income Tax ESOP expenses (Appeals)

We are informed that there are no dues in respect of Sales Tax, Wealth Tax, Service Tax, Customs Duty, and Cess which have not been deposited on account of any dispute. The Company''s operations did not give rise to Excise Duty.

xi. The accumulated losses of the Company at the end of the financial year are less than fifty per cent of its net worth and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and bank. The Company has not issued any debentures.

xiii. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company.

xiv. In our opinion and according to the information and explanations given to us, the term loans have been applied during the year for the purposes for which they were obtained.

xv. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long term investment.

xvi. During the year the Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

xvii. According to the information and explanations given to us, the Company had not issued any debentures during the period covered by our audit report. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

xviii. The Company has not raised any money by way of public issues during the year.

xix. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells

Chartered Accountants

(Firm''s Registration No. 015125N)

Alka Chadha

(Partner)

(Membership No. 93474)

Noida, 27 May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TV18 Broadcast Limited (formerly ibn18 Broadcast Limited) (''the Company''), which comprise the Balance Sheet as at 31 March, 2013, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for 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 Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 the 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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.

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 in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(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 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31 March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements section of our report of even date)

i. Having regard to the nature of the Company''s business, clauses xii, xiii, and xiv of Companies (Auditor''s Report) Order, 2003 are not applicable.

ii. In respect of its fixed assets:

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

b. The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. In respect of its inventories:

a. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iv. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

v. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the fixed assets purchased and services rendered are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

vi. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b. Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

vii. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public other than for updating details of depositors in the Register of Deposits in respect of public deposits aggregating to Rs. 13.50 lakhs (required to be maintained in terms of Section 58A of the Companies Act, 1956) pending receipt of application forms. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

viii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and nature of its business.

ix. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

x. According to the information and explanations given to us, in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that the Company''s operations did not give rise to any Investor Education and Protection Fund and Excise Duty.

b. There are no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at 31 March, 2013 for a period of more than six months from the date they became payable.

c. Details of dues of Income-tax that have not been deposited as on 31 March, 2013 on account of disputes are given below:

Statute Nature of Dues Forum where the dispute is pending

Income Tax Act, Transfer Pricing Income Tax Ap- 1961 pellate Tribunal

Income Tax Act, Transfer Pricing Commissioner 1961 of Income Tax (Appeals)

Income Tax Act, Transfer Pricing Commissioner 1961 of Income Tax (Appeals)

Income Tax Act, Transfer Pricing and Commissioner 1961 addition on account of Income Tax of loan written off (Appeals)

Income Tax Act, Disallowance under Commissioner 1961 section 14A and of of Income Tax ESOP expenses (Appeals)

Income Tax Act, Disallowance under Commissioner 1961 section 14A and of of Income Tax ESOP expenses (Appeals)

Staute Period to which Amount the amount Involved relates (Rupees)

Income Tax Act 1961 2001-02 2,474,434

Income Tax Act 1961 2001-02 2,121,127

Income Tax Act 1961 2002-03 26,654,466

Income Tax Act 1961 2003-04 125,674,579

Income Tax Act 1961 2008-09 165,109,031

Income Tax Act 1961 2009-10 20,457,284

There are no dues in respect of Wealth Tax, Sales Tax, Customs Duty, Service Tax and Cess which have not been deposited on account of any dispute.

xi. The accumulated losses of the Company at the end of the financial year are not more than fifty per cent of its net worth and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions. According to the information and explanations given to us, the Company did not have any outstanding debentures during the year.

xiii. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company.

xiv. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

xv. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long term investment.

xvi. According to the information and explanations given to us, during the period covered by our audit, the Company has not made any preferential allotment of equity shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xvii. According to the information and explanations given to us, the Company had not issued any debentures during the period covered by our audit report.

xviii. The Management has disclosed the end use of money raised by rights issues in the notes to the financial statements and we have verified the same.

xix. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 015125N)

JITENDRA AGARWAL

Partner

(Membership No. 87104)

GURGAON, 13 May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of TV18 Broadcast Limited (formerly ibn18 Broadcast Limited), ('the Company') as at 31 March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both 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.

2. 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of section 227 (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.

4. Attention is invited to Note 27(b) of the financial statements regarding the carrying value of certain long term investments aggregating to Rs. 5,195 lakhs. Management is of the view that, having regard to the long term strategic involvement, no provision is considered necessary for 'other than temporary diminution' in the value of these investments. In the absence of supporting documentation in respect of the appropriateness of the carrying value of such long term investments, in accordance with requirements of Accounting Standard 13 (AS-13) Accounting for Investments, we are unable to comment whether the diminution in the value of these long term investments is 'other than temporary'.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a. subject to our comments in paragraph 4 above, we have 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 appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. subject to our comments in paragraph 4 above, in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. in our opinion and to the best of our information and according to the explanations given to us, the said accounts, together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and subject to our comments in paragraph 4 above, the effect of which could not be determined, 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 31 March, 2012;

ii. in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

6. On the basis of written representations received from the Directors as on 31 March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

i. Having regard to the nature of the Company's business, clauses xii, xiii, xiv and xviii of Companies (Auditor's Report) Order, 2003 are not applicable.

ii. In respect of its fixed assets:

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

b. The fixed assets were physically verified during the year by the management in accordance with regular programe of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. In respect of its inventory:

a. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iv. a. 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. Accordingly, the provisions of sub clauses (a),

(b), (c) & (d) of clause (iii) of the order are not applicable to the Company.

b. The Company has taken an unsecured loan from one party during the year listed in the register maintained under Section 301 of the Companies Act, 1956. The outstanding balance of such loans at the year end was Rs. Nil and the maximum amount involved during the year was Rs. 1,049,000,000.

c. The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

d. The payment of principal amounts and interest in respect of such loan is regular/as per stipulations.

v. In our opinion, and according to the information and explanations given to us, having regard to the explanation that some of the fixed assets purchased, goods sold and services rendered are of a special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

vi. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. the particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b. having regard to the explanation that some of the services rendered are of a specialised nature for which alternate sources of supply are not available to enable comparison of prices, transactions made in pursuance of contracts entered in the Register maintained under section 301 of the Companies Act, 1956 are made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vii. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public, except for updating details of depositors in the Register of Deposits in respect of public deposits aggregating to Rs. 145.11 lakhs (required to be maintained in terms of Section 58A of the Companies Act, 1956) pending receipt of application forms. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

viii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and nature of its business.

ix. We have broadly reviewed the books of account maintained by the company pursuant to the companies (Cost Accounting Records) Rules, 2011 prescribed by the central Government under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

x. According to the information and explanations given to us in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Customs Duty and Cess with the appropriate authorities. We are informed that the Company's operations did not give rise to any

Investor Education and Protection Fund and Excise Duty.

b. There are no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Customs Duty and Cess as at 31 March, 2012 for a period of more than six months from the date they became payable.

c. Details of dues of Income Tax that have not been deposited on account of disputes are as follows:

Statute Nature of Dues Forum where Period to Amount the dispute which the Involved is pending amount (Rupees) relates

Income Tax Act, Income tax, Income Tax 1961 interest and Appellate penalty Tribunal 2001-02 2,474,434

Income Tax Act, Income tax, Commissi oner of 1961 interest and Income Tax penalty (Appeals) 2001-02 2,121,127

Income Tax Act, Income tax, Commiss ioner of 1961 interest and Income Tax penalty (Appeals) 2002-03 26,654,466

Income Tax Act, Income tax, Commissi oner of 1961 interest and Income Tax penalty (Appeals) 2003-04 125,674,579

There are no dues in respect of Wealth Tax, Sales Tax, Customs Duty, Service Tax and Cess which have not been deposited on account of any dispute.

xi. The accumulated losses of the Company at the end of the financial year are less than fifty percent of its net worth. The Company has not incurred cash losses in the current financial year but had incurred cash losses in the immediately preceding financial year.

xii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions. According to the information and explanations given to us, the Company did not have any outstanding debentures during the year.

xiii. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

xiv. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

xv. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet, we report that the Company has used funds raised on short term basis, to the extent of Rs. 1,811,805,001 for long term investment.

xvi. According to the information and explanations given to us, the Company had not issued any debentures during the period covered by our audit report.

xvii. The Management has disclosed the end use of money raised by rights issues and we have verified the same.

xviii. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 015125N)

JITENDRA AGARWAL

Partner

(Membership No. 87104)

NOIDA, 04 August, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of TV18 Broadcast Limited, ('the Company') as at 31 March, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both 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.

2. 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of section 227 (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.

4. Attention is invited to Note 3 of Schedule 16 forming part of the financial statements regarding the Scheme of Arrangement ("the Scheme") which has been sanctioned by the Hon'ble High Court of Delhi on 26 April, 2011. As explained in Note 3, pending filing of the certified copies of the Orders of the Hon'ble High Court with the jurisdictional Registrar of Companies, no effect of the proposed restructuring has been given in these financial statements. Upon the Scheme becoming effective, the results of operations, assets and liabilities relating to the television business of Television Eighteen India Limited, shall be transferred to the Company. Further ibn18 Media Software Limited and iNews.com Limited will be merged with the Company.

5. Attention is invited to Note 8(b) of Schedule 16 forming part of the financial statements regarding the carrying value of certain long term investments aggregating to Rs. 4,377.50 lakhs. Management is of the view that, having regard to the long term strategic involvement, no provision is considered necessary for 'other than temporary diminution' in the value of these Investments. In the absence of supporting documentation in respect of the appropriateness of the carrying value of such long term investments, in accordance with requirements of Accounting Standard 13 (AS-13) Accounting for Investments, we are unable to comment whether the diminution in the value of these long term investments is 'other than temporary'.

6. Further to our comments in the Annexure referred to in paragraph 3 and 4 above, we report that:

a. subject to our comments in paragraph 5 above, we have 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 appears from our examination of those books;

c. the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. subject to our comments in paragraph 5 above, in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. in our opinion and to the best of our information and according to the explanations given to us, the said accounts, together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and subject to our comments in paragraph 5 above, the effect of which could not be determined, 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 31 March, 2011;

ii. in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

7. On the basis of written representations received from the Directors as on 31 March, 2011 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

i. Having regard to the nature of the Company's business, clauses xii, xiii, xiv and xviii of Companies (Auditor's Report) Order, 2003 are not applicable.

ii. In respect of its fixed assets:

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

b. According to the information and explanations given to us, the Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified by the Management in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. In respect of its inventory:

a. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification.

iv. In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has not granted any loans, secured or unsecured to parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b. The Company has taken an unsecured loan from one party during the year listed in the register maintained under Section 301 of the Companies Act, 1956. At The year end, the outstanding balance of such loans aggregate to Rs. Nil and the maximum amount involved during the year was Rs. 4,516 lakhs (from 1 party).

c. The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

d. The payments of principal amounts and interest in respect of such loans are regular/as per stipulations.

v. In our opinion, and according to the information and explanations given to us, having regard to the explanation that some of the fixed assets purchased, goods sold and services rendered are of a special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

vi. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. the particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b. the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year having regard to the explanation that some of the services rendered/purchased are of a specialised nature for which there are no alternate sources of supply to enable comparison of prices, these have been made at prices which are reasonable to prevailing market prices as at the relevant time.

vii. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public, except for updating details of depositors in respect of public deposits aggregating to Rs. 42.14 lakhs in the Register of Deposits (required to be maintained in terms of Section 58 A of the Companies Act, 1956) pending receipt of application forms. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

viii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and nature of its business.

ix. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the Company.

x. According to the information and explanations given to us in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that the Company's operations did not give rise to any Investor Education and Protection Fund and Excise Duty.

b. There are no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Customs Duty, Cess and other material statutory dues in arrears as at 31 March, 2011 for a period of more than six months from the date they became payable. We are informed that the Company's operations did not give rise to any Investor Education and Protection Fund and Excise Duty.

c. There are no dues in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Service Tax and Cess which have not been deposited on account of any dispute. We are informed that the Company's operations did not give rise to any Excise Duty.

xi. The accumulated losses of the Company at the end of the financial year are less than fifty percent of its net worth and the Company has incurred cash losses in the financial year and in the immediately preceding financial year.

xii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions. According to the information and explanations given to us, the Company did not have any outstanding debentures during the year.

xiii. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

xiv. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

xv. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet, we report that funds raised on short term basis have not been used during the year for long term investment.

xvi. According to the information and explanations given to us, the Company had not issued any debentures during the period covered by our audit report.

xvii. The Management has disclosed the end use of money raised by rights issues and we have verified the same.

xviii.To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 015125N)

JITENDRA AGARWAL

Partner

(Membership No. 87104)

GURGAON, 30 May, 2011










Mar 31, 2010

1. We have audited the attached Balance Sheet of ibn18 Broad- cast Limited, (the Company) as at 31 March, 2010, the Proft and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These f- nancial statements are the responsibility of the Companys man- agement. Our responsibility is to express an opinion on these fnancial statements based on our audit.

2. 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 fnancial statements are free of material misstate- ment. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial state- ments. An audit also includes assessing the accounting prin- ciples used and signifcant estimates made by management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 is- sued 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 a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in para- graph 3 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 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 appears from our examination of those books;

c. the Balance Sheet, the Proft and Loss Account and the Cash Flow Statement dealt with by this report are in agree- ment with the books of account;

d. in our opinion, the Balance Sheet, the Proft and Loss Ac- count and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub- section 3C of Section 211 of the Companies Act, 1956;

e. in our opinion and to the best of our information and accord- ing to the explanations given to us, the said accounts, to- gether with the notes thereon, 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 31 March, 2010; ii. in the case of the Proft and Loss Account, of the loss of the Company for the year ended on that date; and iii. in the case of the Cash Flow Statement, of the cash fows of the Company for the year ended on that date.

5. On the basis of written representations received from the Direc- tors as on 31 March, 2010 taken on record by the Board of Direc- tors, none of the Directors is disqualifed as on 31 March, 2010 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT i. Having regard to the nature of the Companys business, claus- es xii, xiii, xiv, xviii, and xix of Companies (Auditors Report) Order, 2003 are not applicable.

ii. In respect of its fxed assets:

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

b. According to the information and explanations given to us, the Company has a regular programme of physical verifca- tion of its fxed assets by which fxed assets are verifed by the management in a phased manner over a period of three years. In accordance with this programme, certain fxed as- sets were verifed during the year and no material discrep- ancies were noticed on such verifcation. In our opinion, this periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its as- sets.

c. The fxed assets disposed off during the year, in our opin- ion, do not constitute a substantial part of the fxed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. a. As explained to us all inventories have been physically verifed during the year at reasonable intervals by the man- agement.

b. In our opinion and according to the information and expla- nations given to us, the procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and expla- nations given to us, the Company has maintained proper records of inventory and no material discrepancies were noticed on physical verifcation.

iv. a. The Company has not granted any loans, secured or un- secured to parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b. The Company has taken an unsecured loan from one party listed in the register maintained under Section 301 of the Companies Act, 1956. The year end balance of these loans aggregate to Rs. 450,414,247 and the maximum amount outstanding during the year was Rs. 1,046,827,823.

c. The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

d. The payments of principal amounts and interest in respect of such loans are regular/as per stipulations.

v. In our opinion, and according to the information and explana- tions given to us, having regard to the explanation that some of the fxed assets purchased are of a special nature and suit- able alternative sources do not exist for obtaining comparable quotations, there is an adequate internal control system com- mensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of services. We have not observed any major weak- ness in the internal control system during the course of the audit. The Companys operations during the year did not give rise to any sale of goods.

vi. To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that:

a. The particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been en- tered in the register required to be maintained under that section; and

b. According to information and explanations given to us, having regard to the explanation that some of the services purchased are of a specialised nature for which there are no alternate sources of supply to enable comparison of prices, transactions made in pursuance of contracts or ar- rangements entered in the register maintained under Sec- tion 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are reasonable to prevail- ing market prices at the relevant time.

vii. According to the information and explanations given to us, the Company has not accepted any deposits from the public dur- ing the year, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

viii. In our opinion, the Company has an adequate internal audit system commensurate with the size of the Company and na- ture of its business.

ix. According to the 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 Company.

x. According to the information and explanations given to us in respect of statutory dues:

a. The Company has been generally regular in depositing its undisputed statutory dues including Provident Fund, In- vestor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Customs Duty, Work Contract Tax, Cess and other material statutory dues within the prescribed time with the appropriate authorities during the year and there are no undisputed amounts payable in respect of these dues which have remained outstanding as at 31 March, 2010 for a period of more than six months from the date they became payable. We are informed that the Companys op- erations did not give rise to any Excise Duty or Investor Education and Protection Fund.

b. According to the information and explanations given to us, there are no amounts of Income Tax, Sales Tax, Customs Duty, Service Tax and Cess which have not been depos- ited on account of any disputes.

xi. Clause 4(x) of the Companies (Auditors Report) Order, 2003 regarding accumulated losses of the Company at the end of the fnancial year exceeding ffty percent of its net worth is not applicable to the Company since the Company has been reg- istered for a period less than fve years.

xii. In our opinion and according to the information and explana- tions given to us, the Company has not defaulted in the repay- ment of dues to banks and fnancial institutions. The Company has not issued any debentures.

xiii. In our opinion and according to the information and explana- tions given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and fnancial institutions are not prima facie prejudicial to the interests of the Company.

xiv. In our opinion and according to the information and explana- tions given to us, the term loans have been applied for the purpose for which they were obtained.

xv. In our opinion and according to the information and explana- tions given to us, and on an overall examination of the Balance Sheet, we report that funds raised on short term basis have not been used during the year for long term investment.

xvi. The Company has raised money by way of right issue of equity share during the year. As at 31 March, 2010 the money raised is lying as share application money in the bank accounts.

xvii. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants (Registration No. 015125N)

JITENDRA AGARWAL

Partner (Membership No. 87104)

Gurgaon

28 May, 2010


Mar 31, 2008

1. We have audited the attached Balance Sheet of Ibn18 Broadcast Limited, (the Company) as at 31 March 2008, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 misstatements. 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 financial statement presentation. We believe that our audit provides a reasonable basis for out opinion

3. As required by the Companies (Auditors 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 a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 4 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 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 appears from our examination of those books;

c. the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section 3C of the Section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors, as on 31 March, 2008, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March, 2008 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, together with the notes thereon, 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 31 March, 2008;

ii. in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORSREPORT

(Referred to in paragraph 3 of our report of even date)

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

b. According to the information and explanations given to us, the Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified by the management in a phased manner over a period of two years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable.

c. Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

ii. a. As explained to us all inventories have been physically verified during the year at reasonable intervals by the management.

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

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification.

iii. The Company has not granted or taken any loans, secured or unsecured loans to or from companies listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) of the Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, having regard to the explanation that some of the fixed assets purchased are of a special nature and suitable alternative sources do not exist for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services. The Companys operations do not give rise to sale of goods. We have not observed any major weakness in the internal control system during the conduct of the audit.

v. To the best of our knowledge and belief and according to the information and explanations given to us, we are of opinion that:

a. The particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; and

b. Transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time

vi. The Company has not accepted any deposits from the public.

vii. In our opinion the Company has an adequate internal audit system commensurate with the size and nature of its business.

viii. According to the 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 Company.

ix. According to the records of the Company examined by us and according to the information and explanations given to us:

a. the Company is generally regular in depositing its undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service tax, Customs Duty and Cess within the prescribed time with the appropriate authorities during the year and there are no undisputed amounts pertaining to these dues which have remained outstanding as at 31 March 2008 for a period of more than six months from the date they became payable. The Companys operations do not give rise to any balances in the Investor Education and Protection Fund and dues on account of Wealth Tax and Excise Duty.

b. According to the information and explanations given to us, there are no amount of Income Tax, Sales Tax, Customs Duty, Service Tax and Cess which have not been deposited on account of any dispute.

x. Clause 4 (x) of the Companies (Auditors Report) Order, 2003 regarding accumulated losses of the Company at the end of the financial year exceeding fifty percent of its net worth is not applicable to the Company since the Company has been registered for a period less than five years.

xi. According to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken loans from financial institutions or issued any debentures.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiv. According to the information and explanations given to us the Company is not dealing or trading in shares, securities and debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us and the records of the Company examined by us, the Company has given guarantees for loans taken by others from banks or financial institutions. The terms and conditions of such guarantees are prima facie not prejudicial to the interest of the company.

xvi. According to the information and explanations given to us and the records of the Company examined by us term loans obtained by the Company have been applied for the purpose for which these were obtained.

xvii. According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on short term basis have prima facie, not been utilised for long term investment.

xviii. 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.

xix. According to the information and explanations given to us and the records of the Company examined by us the Company has not issued any debentures during the period covered by our report. Accordingly, the provisions of clause 4 (xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by way of public issue during the year. As set out in Note 17 of Schedule 15, the management has disclosed the end use of money raised by way of public issue during the previous year and the same has been verified by us.

xxi. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS Chartered Accountants

New Delhi JITENDRA AGARWAL 28th July, 2008 Partner (Membership No. 87104)


Mar 31, 2007

1. We have audited the attached Balance Sheet of GLOBAL BROADCAST NEWS LIMITED as at 31 March, 2007 the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 misstatements. 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors 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 a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Attention is invited to Note 11 (a) of Schedule 16 whereby the Company has paid remuneration to Managing Director in excess of the limits prescribed under Schedule XIII of the Companies Act, 1956 which is subject to the approval of the Central Government under sub-section (2) of Section 269 of the Companies Act, 1956.

5. Further to our comments in Annexure referred in paragraph 3, 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 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 those 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 comply with the accounting standards referred to in sub - section (3C) of Section 211 of the Companies Act, 1956.

e. Subject to our comments in paragraph 4 above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon 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 31 March, 2007; and

ii. in the case of the Profit & Loss Account, of the loss of the Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

6. On the basis of written representations received from directors, as

on 31 March, 2007 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31 March, 2007 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date)

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

b. According to the information and explanations given to us, the Company has adopted a policy of physical verification of assets once in every two years. Accordingly, a physical verification of assets will be carried at next year. The frequency of verification is reasonable having regard to the nature of the Companys operations.

c. The Company has not disposed off substantial part of its fixed assets during the year

2. a. As explained to us, all inventories have been physically verified

during the year by the Management.

b. In our opinion, 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. In our opinion, the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been property dealt with in the books of account.

3. The Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties listed in the in the Register maintained under Section 301 of the Companies Act, 1956. . Accordingly, the provisions of clause 4(iii) of the Order are not applicable to the Company.

4. In our opinion, and according to the information and explanations given to us, other than for obtaining written confirmed orders from customers for advertising deals and having regard to the explanation that some capital items for which procurement decision has been made on operational requirements and suitable alternative sources do not exist for obtaining competitive quotations, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. The Companys operations do not give rise to sale of goods and purchase of inventory.

5. In our opinion and to the best of our knowledge and belief and according to the information and explanations provided to us:

a. The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b. The transactions made in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public.

7. The Company has an internal audit system commensurate with its size and nature of its business.

8. According to the 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 Company

9. According to the records of the Company examined by us:

a. the Company has generally deposited its statutory dues including provident fund, employees state insurance, income tax, sales tax, customs duty, service tax and cess within the prescribed time with the appropriate authorities during the year. There are no undisputed amounts payable in respect of these dues which have remained outstanding as at 31 March 2007 for a period of more than six months from the date they became payable. The operations of the Company did not give rise to investor education and protection fund, wealth tax and excise duty.

b. According to the information and explanations given to us, there are no amounts of income tax, sales tax, customs duty, service tax and cess which have not been deposited on account of any dispute.

10. Clause 4 (x) of the Companies (Auditors Report) Order, 2003 regarding accumulated losses of the Company at the end of the financial year exceeding fifty percent of its net worth is not applicable to the Company since the Company has been registered for a period less than five years.

11. Based on our examination of the books of account and related records and according to the information and explanations provided to us, the Company has not defaulted in repayment of dues to banks and debenture holders. The Company has not taken any loans from financial institutions.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

13. In our opinion according to the information and explanations given to us, the Company is not a chit-fund or a nidhi /mutual benefit fund/society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us the Company is not dealing in shares, securities and debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. 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.

16. According to the information and explanations given to us and the records of the Company examined by us, term loans obtained by the Company have been applied for the purpose for which it was obtained.

17. According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. According to the information and explanations given to us, 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.

19. According to the information and explanations given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

20. The Company has disclosed on the end use of money raised by public issues and the same has been verified.

21. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported during the year.

 
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