Auditor Report of Hathway Bhawani Cabletel & Datacom Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of HATHWAY BHAWANI CABLETEL AND DATACOM 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 there under.

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 loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the said Order, to the extent applicable.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, and 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 and 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; and

(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 litigation on its financial position in its financial statements Refer Note no. 4.04 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; and

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in Paragraph 1 under "Other Legal and Regulatory Requirements" of our report of even date)

i. (a) The Company has maintained records of fixed assets, other than distribution equipments, showing particulars of assets including quantitative details and location except the following:

- Location-wise particulars of some of the Distribution Equipments like cabling and other line equipments. As explained to us, nature of such assets is such that maintaining location-wise particulars is impractical; and

- Location-wise particulars of Access Devices with the subscribers;

(b) According to the information and explanations given to us, fixed assets, other than distribution equipments including Cable TV / Internet Access Devices with the subscribers, were physically verified during the year as per the programme of verification which, in our opinion, is reasonable. Material discrepancies arising on such physical verification have been properly dealt within the books of accounts. However, in absence of physical verification for distribution equipments and access devices, discrepancies have not been ascertained and not dealt within the books of accounts;

ii. (a) The inventories have been physically verified by the management during the year;

(b) In our opinion and according to the information and explanation given to us, the frequency of verification and procedures of physical verification 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 explanation given to us, the Company is maintaining proper records of such inventory. We have been informed that discrepancies observed on physical verification between the stocks and the book records were not material;

iii. The Company has not granted any interest free unsecured loan to a company covered in the register maintained under section 189 of the Act. Accordingly, the sub-clauses (a) to (b) of the clause 3 (iii) of the Order are not applicable ;

iv. In our opinion and according to the information and explanations given to us, there exists an adequate internal control system with regards to purchases of the inventory and fixed assets and sale of goods and services. The management is in process of further strengthening the internal controls over documentation in certain areas so as to make it commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any other area of continuing failure to correct major weakness in internal controls;

v. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in sections 73 to 76 or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company. We have been informed that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal;

vi. The Central Government has prescribed maintenance of cost records under section 148(1) of the Act in respect of certain service activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same;

vii. (a) Based on the records produced before us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues such as provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, value added tax, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of outstanding statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable;

(b) According to the information and explanation given to us, there are no outstanding disputed dues payable by the Company in case of income tax, wealth tax, sales tax, duty of customs, service tax, duty of excise, value added tax and cess as on March 31, 2015;

(c) According to the information and explanation given to us, no amounts were required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under. Therefore, the provisions of sub-clause (c) of the clause 3(vii) of the Order relating to transfer of amount to investor education and protection fund are not applicable;

viii. The Company's accumulated losses as at the end of financial year are more than fifty percent of its net worth and it has not incurred cash losses in the financial year ended on March 31, 2015 and in the immediately preceding financial year;

ix. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions and banks;

x. 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;

xi. Based on information and explanation given to us and based on overall review of the funds utilization, we are of the view that the Company has generally utilized funds for which they were obtained; and

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

FOR G. M. KAPADIA & CO.

Chartered Accountants

Firm Registration No. 104767W

ATUL SHAH

Partner

Membership No. 39569

Mumbai

Dated: May 25, 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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 sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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.

Auditor''s 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 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2014;

b) In the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Emphasis of Matter

We draw attention to:

Note no. 4.10 to the accounts relating to basis of recognition of income. In view of the prevailing circumstances, as explained in the said note, the Company has estimated its income from its networks located in these cities.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

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 purpose of our audit;

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014 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 AUDITOR''S REPORT

(Referred to in Paragraph 1 under "other legal and regulatory requirements" of our report of even date)

(i) (a) The Company has maintained records of fixed assets, other than distribution equipments, showing particulars of assets, including quantitative details and location, except the following:-

location-wise particulars of some of the Distribution Equipments like cabling and other line equipments. As explained to us, nature of such assets is such that maintaining location-wise particulars is impractical; and location-wise particulars of Access Devices with the subscribers.

(b) According to the information and explanations given to us, fixed assets, other than distribution equipments including Cable TV/ Internet Access Devices with the subscribers, were physically verified during the year as per the programme of verification which, in our opinion, is reasonable. Material discrepancies arising on such physical verification have been properly dealt within the books of accounts.However; in absence of physical verification for distribution equipments and access devices, discrepancies have not been ascertained and not dealt within the books of accounts.

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

(ii) (a) As explained to us, inventories have been physically verified during the year by the management.

(b) The procedures of physical verification, in our opinion, are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and the book records.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the sub-clauses (a) to (g) of the clause 4 (iii) of the Order are not applicable

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control systemwith regards to purchase of inventory and fixed assets and for the sale of goods and services.The management is in process of further strengthening the internal controls over documentation in certain areas so as to make it commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any other area of continuing failure to correct major weakness in internal controls except internal controls relating to revenue recognition to the extent it relates to identification/ registration of ultimate subscribers.

(v) (a) On perusal of the information available with the Company and based on explanations given to us, there have been no contracts or arrangements referred to in section 301 of the Act for the year that needs to be entered into the register maintained under that section.

(b) In our opinion and according to the information and explanation given to us, during the year there have been no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding Rs. Five lakhs. Hence the question of whether such transactions have been made at prices which are reasonable having regard to prevailing market prices at the relevant time does not arise.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in sections 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) The Company has an internal audit system. However there is scope for increasing the coverage so as to commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Act in respect of certain service activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained subject to our comments as stated above. We have not, however, made a detailed examination of the same.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, investor education and protection fund, employees state insurance, income Tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues wherever applicable. According to the information and explanations given to us, there are no arrears of undisputed statutory dues outstanding for a period of more than six months from the date on which they become payable.

(b) According to the information and explanation given to us, there are no dues payable by the Company on account of any dispute in case of income tax, wealth tax, sales tax, custom duty, service tax, excise duty and cess as on 31st March 2014. Hence the question of depositing such dues on account of any dispute does not arise.

(x) The accumulated losses at the end of the financial year are not in excess of fifty percent of Net Worth of the Company. The Company has neither incurred cash losses during the financial year covered by our audit nor in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in the payment of dues to financial institution or bank or debenture holders.

(xii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the 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, debentures and other investments. All shares, debentures and other investments have been held by the Company in its own name except certain government securities which are held in the name of the officials of the Company.

(xv) According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from a banks or financial institutions.

(xvi) In our opinion, term loans taken during the year were applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and on overall examination of the Cash Flow Statement and Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year, hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any secured debentures hence the question of whether securities or charge have been created does not arise.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For G M. Kapadia & Co. Chartered Accountants Firm Registration No. 104767W

(Viren Thakkar) Place: Mumbai Partner Dated: May 26 , 2014 Membership No. 49417

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of HATHWAY BHAWANI CABLETEL & DATACOM LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of tense 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 sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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.

Auditor''s 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 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. An audit also includes equating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2013;

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

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

Emphasis of Matter

We draw attention to:

Note no. 4.12 to the accounts relating to basis of recognition of income in view of introduction of Digital Addressable System (DAS) by the Central Government in the metropolitan cities. In view of the prevailing circumstances, as explained in the said note, the Company has estimated its income from its networks located in these cities.

Our opinion is not qualified in respect of these matters.

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 of India in terms of sub-section (4A) of section 227 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 purpose of our audit;

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

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

(e) On the basis of written representations received from the directors as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

On the basis of the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief in our opinion, we further report that

(i) (a) The Company has maintained records of fixed assets, other than distribution equipments, showing particulars of assets, including quantitative details and location, except the following:-

location-wise particulars of some of the Distribution Equipments like cabling and other line equipments. As explained to us, nature of such assets is such that maintaining location-wise particulars is impractical; and- location-wise particulars of Access Devices with the subscribers.

(b) According to the information and explanations given to us, fixed assets, other than distribution equipments including Cable TV/ Internet Access Devices with the subscribers, were physically verified during the year as per the programme of verification which, in our opinion, is reasonable. Material discrepancies arising on such physical verification have been property dealt within the books of accounts. However, in absence of physical verification for distribution equipments and access devices, discrepancies have not been ascertained and not dealt within the books of accounts.

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

(ii) (a) As explained to us, inventories have been physically verified during the year by the management.

(b) The procedures of physical verification, in our opinion ion, are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and the book records.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the sub-clauses (a) to (g) of the clause 4 (iii) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system with regards to purchase of inventory and fixed assets and for the sale of goods and services. The management is in process of further strengthening the internal controls over documentation in certain areas so as to make it commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any other ;

area of continuing failure to correct major weakness in internal controls except internal controls relating to revenue recognition to the extent it relates to identification/ registration of ultimate subscribers.

(v) (a) According to the information and explanations given to us, we are of the opinion the transactions for the year that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time to the extent the same are available with the Company and / or in accordance with the approvals obtained from the Central Government, wherever applicable.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

(vii) The Company has an internal audit system. However there is scope for increasing the coverage so as to commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Act in respect of certain service activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained subject to our comments as stated above. We have not, however, made a detailed examination of the same.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, investor education and protection fund, employees state insurance, income Tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues wherever applicable. According to the information and explanations given to us, there are no arrears of undisputed statutory dues outstanding for a period of more than six months from the date on which they become payable.

(b) According to the information and explanation given to us, there are no dues payable by the Company on account of any dispute in case of income tax, wealth tax, sales tax, custom duty, service tax, excise duty and cess as on 31st March 2013. Hence the question of depositing such dues on account of any dispute does not arise.

(x) The accumulated losses at the end of the financial year are not in excess of fifty percent of Net Worth of the Company. The Company has neither incurred cash losses during the financial year covered by our audit nor in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in the payment of dues to financial institution or bank or debenture holders.

(xii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the 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, debentures and other investments. All shares, debentures and other investments have been held by the Company in its own name except certain government securities which are held in the name of the officials of the Company.

(xv) According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from a banks or financial institutions.

(xvi) In our opinion, term loans taken during the year were applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and on overall examination of the Cash Flow Statement and Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year, hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any secured debentures hence the question of whether securities or charge have been created does not arise.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For GM.Kapadia & Co.

Chartered Accountants

Firm''s Registration Number: 104767W



K. Y. Warayana

Membership Number: 60639

Place of Signature : Mumbai

Date: May28, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of HATHWAY BHAWANI CABLETEL & DATACOM LIMITED ("the Company") as at 31st March, 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 ("the Act"), 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 above, we report that:

i. 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;

ii. 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;

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

iv. In our opinion, the Balance Sheet, Statement of Profit & Loss 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 Act;

v. On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act on the said date;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon, give the information required by the Act in the manner so required and also 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 31st March 2012, and

b. In the case of the Statement of Profit & Loss, of the profits of the Company for the year ended on that date. '

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

ANNEXURE TO THE AUDITOR'S REPORT

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

(i) (a) The Company has maintained records of fixed assets, other than distribution equipments, showing particulars, including quantitative details and location except the following:

- location-wise particulars of some of the Distribution Equipments like cabling and other line equipments. As explained to us, nature of such assets is such that maintaining location-wise particulars is impractical; and

- location-wise particulars of Access Devices with the subscribers/local cable operators.

As confirmed by the management, such records have not been updated in certain cases to record movement of assets from one location to another and additions and hence to that extent, location-wise particulars are to be updated.

(b) According to the information and explanations given to us, fixed assets, other than distribution equipments including Cable TV/ Internet Access Devices with the subscribers, were physically verified during the year as per the programme of verification which, in our opinion, is reasonable. Material discrepancies arising on such physical verification have been properly dealt within the books of accounts. However, in absence of physical verification, discrepancies in distribution equipments and access devices have not been ascertained and not dealt within the books of accounts.

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

(ii) (a) As explained to us, inventories have been physically verified during the year by the management.

(b) The procedures of physical verification, in our opinion, are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and the book records.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the sub-clauses (a) to (g) of the clause 4 (iii) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventor/ and fixed assets and for the sale of goods and services. In our opinion, the internal control system in respect of certain areas of sale of services needs to be further strengthened. The Company has initiated necessary steps to strengthen the procedures and controls over documentation in certain areas so as to make it commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions for the year that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time to the extent the same are available with the Company and / or in accordance with the approvals obtained from the Centra! Government, wherever applicable.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in sections 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

(vii) The Company has an internal audit system. However there is scope for increasing the coverage so as to commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of Cost Records under Section 209(1 )(d) of the Act in respect of certain service activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues wherever applicable. According, to the information and explanations given to us, there are no amounts in arrears as at 31s1 March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues payable by the Company on account of any dispute in case of income tax, wealth tax, sales tax, custom duty, service tax, excise duty and cess as on 31s1 March 2012. Hence the question of depositing such dues on account of any dispute does not arise.

(x) The accumulated losses at the end of the financial year are not in excess of fifty percent of the net worth of the Company. The Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in the payment of dues to financial institution or bank or debenture holders.

(xii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a nidhi / mutual fund / society. Therefore the 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, debentures and other investments. All shares, debentures and other investments have been held by the Company in its own name except certain government securities which are held in the name of the officials of the Company.

(xv) 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.

(xvi) In our opinion, no term loans have been taken during the year and the term loans taken in earlier years were applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and overall examination of the Cash Flow Statement and Balance Sheet of the Company, we report that the Company has not raised any funds on short-term basis

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act during the year hence the question of whether the price at which shares have been issued is prejudicial to the interest of the company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities or charge have been created does not arise.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For G.M. KAPADIA & CO.

Chartered Accountants

Firm Registration No. 104767W

K. Y. Narayana

Mumbai Partner

Dated : 13th August, 2012 Membership No. 60639

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of HATHWAY BHAWANI CABLETEL & DATACOM LIMITED as at 31st March, 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date 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 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 (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 above, we report that:

i. 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; ii. 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; iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are

in agreement with the books of account; iv. In our opinion, the Balance Sheet, Profit & 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; v. On the basis of written representations received from the directors, as on 31st March, 2010 and

taken on record by the Board of Directors, we report that none of the directors of the Company

are disqualified as on 31st March, 2010 from being appointed as a director in terms of clause

(g) of sub-section (1) of Section 274 of the Companies Act, 1956 on the said date; vi. In our opinion and to the best of our information and according to the explanations given to us,

the said accounts read together with notes thereon, give the information required by the

Companies Act, 1956 in the manner so required and also 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 31st March 2010, and

b. In the case of the Profit & Loss Account, of the profits of the Company for the year ended on that date.

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

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

(i) (a) The Company has maintained records of fixed assets, other than distribution equipments, showing particulars, including quantitative details and location. As explained to us, nature of some of the distribution equipments (like cabling and other line equipments) is such that maintaining location-wise details is impractical. The management had planned to maintan maps to identify, quantity and location of such equipments. However, updation/ preparation of maps relating to addition/ replacement is in process.

(b) According to the information and explanations given to us, fixed assets, other than distribution equipments including Cable TV/ Internet Access Devices with the subscribers, were physically verified during the year as per the programme of verification which, in our opinion, is reasonable. Discrepancies arising on such physical verification have been properly dealt within the books of accounts. However, in absence of physical verification, discrepancies in distribution equipments have not been ascertained and not dealt within the books of accounts.

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

(ii) (a) As explained to us, inventories have been physically verified during the year by the management.

(b) The procedures of physical verification, in our opinion, are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and the book records.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the sub-clauses (a) to (g) of the clause 4 (iii) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are 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 goods. In our opinion, the internal control system in respect of certain areas of sale of services needs to be further strengthened. The Company has initiated necessary steps to strengthen the procedures wherever required. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions for the year that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the registers maintained under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time to the extent the same are available with the Company and in accordance with the approvals obtained from the Central Government, wherever applicable.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in sections 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

(vii) The Company has an internal audit system. However there is scope for increasing the coverage so as to commensurate with the size and nature of its business.

(viii) The Central Government has prescribed maintenance of Cost Records under Section 209(1 )(d) of the Act in respect of certain service activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, Service tax, custom duty, excise duty, cess and other material statutory dues wherever applicable and there are no amounts in arrears as at 31* March , 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues payable by the Company on account of any dispute in case of income tax, wealth tax, sales tax, custom duty, service tax, excise duty and cess as on 31st March 2010. Hence the question of depositing such dues on account of any dispute does not arise.

(x) The accumulated losses at the end of the financial year are in excess of fifty percent of the net worth of the Company. The Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in the payment of dues to financial institution or bank or debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a nidhi / mutual fund / society. Therefore the 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, debentures and other investments. All shares, debentures and other investments have been held by the Company in its own name except certain government securities which are held in the name of the officials of the Company.

(xv) 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.

(xvi) In our opinion, the short term loans taken during the year and the term loans taken in earlier years were applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and overall examination of the Cash Flow Statement and Balance Sheet of the Company, we report that the funds raised on short-term basis have, prima facie, not been used during the year for long term investment. All the assets have been funded by long term funds.

(xviii) 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, during the year hence the question of whether the price at which shares have been issued is prejudicial to the interest of the company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities or charge have been created does not arise.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

ForGM.KAPADtA&CO.

Chartered Accountants

(Firm ICAI Registration No. 104767W)



(VIRENTHAKKAR)

Mumbai Partner

Dated : 27th May, 2010 (Membership No. 49417)