Auditor Report of Sri Adhikari Brothers Television Network Ltd.

Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of Sri Adhikari Brothers Television Network Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and 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 are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 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 Financial Statements.

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, of the state of affairs of the Company as at 31st March, 2015, and its profit/loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of the Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 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 31st March, 2015 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 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 31 to the Financial Statements.

ii. According to information and explanation given to us, the Company has not entered into any long-term contracts

including derivative contracts.

iii. There has been no delay in transferring material amounts to the Investor Education and Protection Fund by the Company.

ANNEXURE TO AUDITORS'' REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2015

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

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

b. According to information given to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancy was noticed on such verification.

2. a. Physical verification of inventory has been conducted at reasonable intervals by the management.

b. The procedures as informed & explained to us, of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is generally maintaining proper records of inventory and no material discrepancies were noticed on physical verification between the physical stocks and the book records.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, Company

has granted interest free unsecured loans to 3 (Three) parties covered in the register maintained under section 189 of the Companies Act, 2013.

b. According to information and explanation given to us these loans are repayable on demand and has been repaid as and when demanded.

c. According to information and explanation given to us, since the loans are repayable on demand, we cannot comment with respect to the overdue amount.

4. In our opinion, 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 asset and for the sale of goods and services. Neither we have come across nor have we been informed of any continuing failure to correct the major weakness in the internal control.

5. The company has not accepted deposits form the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Accordingly Clause 3(v) of Companies (Auditor''s Report) Order, 2015 is not applicable.

6. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of Services dealt with by the Company.

7. a. The company is generally regular in depositing statutory dues including Provident Fund, Employee State Insurance,

Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Duty of Excise, Value added Tax, Cess and any other statutory dues. According to information and explanation given to us and records examined by us no undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Duty of Excise, Value added Tax, Cess is outstanding as at 31st March for more than six months from the date they become payable.

b. According to information and explanation given to us and the record examined by us no undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Duty of Excise, Value added Tax, Cess and any other statutory dues which have not been deposited on account of dispute except as stated below:

Name of statute Nature of dues Year(s) to which it pertains

Income Tax Act, 1961 Income Tax Demand 2000-01

Name of Statute Amount Not paid Form Where dispute (Rs, in lacs) pending

Income Tax Act 1961 Rs, 104.10 Bombay High Court 8. According to the information and explanation given to us, the amount to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and the rules made there under has been transferred to such fund within the time limit prescribed.

9. The Company has no accumulated loss at the end of the financial year and the Company has not incurred cash loss during the year and in the immediately preceding financial year

10. According to the records of the Company examined by us and the information and explanations given to us, the Company has no default in repayment of dues to any financial institution or bank as at the Balance Sheet date.

11. According to the records of the Company examined by us and the information and explanations given to, the Company has given guarantee for loans taken by the subsidiary companies. However, the terms and conditions of the same are not prejudicial to the interest of the Company.

12. According to information and explanation given to us and records examined by us, term loan taken during the year has been used for the purpose for which it has been obtained.

13. During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the period nor we have been informed of such instances by the management.

For A. R. SODHA & Co.

Chartered Accountants

(FRN 110324W)



A R Sodha

Partner

M. No 31878



Place: Mumbai

Date: 29th May, 2015

---

Mar 31, 2013

We have audited the accompanying Financial Statements of Sri Adhikari Brothers Television Network Ltd. ("the Company") which comprise the Balance sheet as at 31st March, 2013, the Statement of Profit and Loss and the 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"). 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 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.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. a. The Company has generally maintained proper records of Fixed Assets showing full particulars, including quantitative details and situation of Fixed Assets.

b. According to information given to us, Fixed Assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the Company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the Company has not disposed off substantial part of its fixed asset.

2. a. Physical verification of inventory has been conducted at reasonable intervals by the management.

b. The procedures as informed and explained to us, of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is generally maintaining proper records of inventory and no material discrepancy noticed on physical verification between the physical stocks and the book records.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, Company has granted interest free unsecured loans to 5 parties covered in the register maintained under Section 301 of the Companies Act, 1956.The maximum amount outstanding during the year is Rs. 6084.45 Lacs and the year end Balance is Rs. 4582.85 Lacs.

b. According to information and explanation furnished to us, the rate of interest and other terms and conditions are not prejudicial to the interest of the Company,

c. According to information and explanation given to us these loans are repayable on demand and during the year Company has not demanded the repayment of loan, hence question of regularity of payment of principal does not arise.

d. As Company has not demanded the repayment of loan hence there is no overdue amount.

e. According to the information and explanation given to us and on the basis of records furnished before us, Company has not taken any loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4(iii) (e), (f) and (g) of Companies (Auditors'' Report) Order, 2003 are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for sale of goods and services. Neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information and explanation given to us, the transactions made pursuance of such contracts or arrangements have been made at prices which are prlma-facle reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. Accordingly Clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

7. According to information & explanation given to us by the management, we are of the opinion that the Internal Audit system is commensurate with the size of the Company and the nature of its business.

8. 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 prlma facle 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.

9. a. The Company is generally regular in depositing statutory dues including Custom Duty, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess and other statutory dues.

b. According to information and explanation given to us and records examined by us no undisputed statutory dues including Custom Duty, Service Tax, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess is outstanding as at 31st March for more than six months from the date they become payable.

c. According to the information and explanation given to us, there are no dues relating to Income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess or any other statute, which have not been deposited on account of dispute except as stated below

Name of statute Nature of dues Year(s) to which Amount Not Forum where it pertains Paid (Rs.) dispute is pending

Income Tax Act, 1961 Income Tax Demand 2000-01 Rs.294.10 Mumbai High Court

10. The Company''s has no accumulated loss at the end of the financial year and the Company has not incurred cash loss during the year and in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has no default in repayment of dues to any financial institution or bank as at the Balance Sheet date.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not chit fund, nidhi, mutual fund, and societies accordingly clause 4(xiii) of Companies (Auditors'' Report) Order, 2003 is not applicable.

14. The Company is not dealing or trading in Shares and Securities. Accordingly clause 4(xiv) Companies (Auditors'' Report) Order, 2003 is not applicable.

15. According to the information and explanation given to us and records of the Company examined by us, the company has given corporate guarantee for loans taken by Subsidiaries from the bank. The terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the Company.

16. According to information and explanation given to us and records examined by us, during the year Company has not taken any term loan during the year. Accordingly Clause 4(xvi) Companies (Auditor''s Report) Order, 2003 is not applicable.

17. According to the information and explanations given and overall examination of records furnished to us, funds raised on short-term basis have not, prima facie, been used for long-term purpose.

18. During the year, the Company has not made preferential allotment of shares and warrants to Parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly clause 4(xviii) of Companies (Auditors'' Report) Order, 2003 is not applicable.

19. During the year, the Company has not issued any debentures. Accordingly clause 4(xix) of Companies (Auditors'' Report) Order, 2003 is not applicable.

20. According to information and explanation given to us and records examined by us Company has not raised any money by public issue during the year under audit. Accordingly clause 4(xx) of Companies (Auditors'' Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the period nor we have been informed of such instances by the management.

For A. R. SODHA & Co.

Chartered Accountants

(FRN 110324W)

A R Sodha

Partner

M. No 31878

Place: Mumbai

Date: 24th May, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Sri Adhikari Brothers Television Network Ltd. as at 31st March 2012, and also the Statement of Profit and Loss and 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.

We conducted our audit in accordance with Auditing Standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We Believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 as amended 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 the Paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations which, to the Pest of our knowledge and Belief, were necessary for the purpose of our audit;

P) In our opinion, proper books of accounts as required by law have Peen 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 is in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement Dealt with by this report is in compliance with the Accounting standard referred to in Section 211 (3C) of the Companies Act, 1956;

e) 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 is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sup section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the Pest 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 gives true and fair view in conformity with the accounting principles generally accepted in India

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

ii. In the case of Statement of Profit and Loss, of the Profit for the year ended on that date.

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

Referred to in Paragraph 3 of Our Report of even date, On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

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

b. According to information given to us, fixed assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the company has not disposed off substantial part of its fixed asset.

2. a. Physical verification of inventory has been conducted at reasonable intervals by the management.

b. The procedures, as informed and explained to us, of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is generally maintaining proper records of inventory and no material discrepancy noticed on physical verification between the physical stocks and the book records.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, company has granted interest free unsecured loans to 4 parties covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount outstanding during the year is Rs.4185.86 Lacs and the year end balance is Rs. 3408.60 Lacs.

b. According to information and explanation furnished to us, the rate of interest and other terms and conditions are not prejudicial to the interest of the company.

c. According to information and explanation given to us these loans are repayable on Oman and during the year company has not demanded the repayment of loan, hence question of regularity of payment of principal does notaries.

a. As company has not demanded the repayment of loan hence there is no overdue amount.

e. According to the information and explanation given to us and on the basis of records furnished before us, company has not taken any loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(iii) (e), (f) & (g) of Companies (Auditor's Report) Order, 2003 are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for sale of goods and services. Neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information and explanation given to us, the transactions made pursuance of such contracts or arrangements have been made at prices which are prima-facle reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted deposits from the pubic within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. Accordingly Clause 4(vi) of the Companies (Auditor's Report) Order, 2003 is not applicable.

7. According to information & explanation given to us by the management, we are of the opinion that the Internal Audit system is commensurate with the size of the company and the nature of its Business.

8. 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(l)(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.

9. a. The company is generally regular in depositing statutory dues including Custom Duty, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess and other statutory dues except for delays in avifauna Distribution tax and Tax Deducted at Source.

b. According to information and explanation given to us and records examined by us no undisputed statutory dues including Custom Duly, Service Tax, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess is outstanding as at 31st March for more than six months from the date they Become payable except dividend Distribution tax amounting toRs. 21.32 Lacs, which has Peen paid subsequently.

c. According to the information and explanation given to us, there are no dues relating to Income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess or any other statute, which have not Peen deposited on account of dispute except as stated Below

Name of statute Nature of dues Year(s) to which Amount Not Forum where it pertains Paid (Rs.) dispute is pending

Income Tax Act, 1961 Income Tax Demand 2000-01 Rs.374.63 Mumbai High Court

10. The Company has no accumulated losses and has not has incurred cash loss during the year and in the immediately preceding financial year.

11. According to information and explanation given to us and records furnished to us for verification as on Balance sheet date company has overdue to Banks amounting to Rs.140.23 lacs and the same has Been paid subsequently.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not chit fund, nidhi, mutual fund, and societies accordingly clause 4(xiii) of Companies (Auditor's Report) Order, 2003 is not applicable.

14. The Company is not dealing or trading in Shares and Securities. Accordingly Clause 4(xiv) Companies (Auditor's Report) Order, 2003 is Not applicable.

15. According to the information and explanation given to us and records of the Company examined by us, the company has given corporate guarantee for loans taken by Subsidiaries from the bank. The terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the Company.

16. According to information and explanation given to us and records examined by us term loans availed during the year have Been applied for the purpose for which they were obtained

17. According to the information and explanations given and overall examination of records furnished to us, funds raised on short-term basis have not, prima facie, Peen used for long-term purpose.

18. During the year, the company has not made preferential allotment of shares and warrants to Parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly clause 4(xviii) of Companies (Auditor's Report) Order, 2003 is not applicable.

19. During the year, the Company has not issued any Debentures. Accordingly clause 4(xix) of Companies (Auditor's Report) Order, 2003 is not applicable.

20. According to information and explanation given to us and records examined by us company has not raised any money by public issue during the year under audit. Accordingly clause 4(xx) of Companies (Auditor's Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the period nor we have Peen informed of such instances by the management.

For A. R. SODHA & Co.

Chartered Accountants

(FRN 110324W)

A R Sodha

Partner

M. No 31878

Place: Mumbai

Date: 29th August, 2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of Sri Adhikari Brothers Television Network Ltd. as at 31st March 2010, ana also the Profit ana Loss Account, Cash Flow Statement for the year enOed 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards reauire that we plan ana 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 ana disclosures in the financial statements. An audit also includes assessing the accounting principles used ana significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As reauired by the Companies (Auditors Report) Order, 2003 as amended 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 the Paragraph 4 ana 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information ana explanations which, to the best of our knowledge ana belief, were necessary for the purpose of our audit;

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

c) The Balance Sheet, Profit ana Loss Account ana cash flow statement dealt with by this report is in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, Profit ana Loss Account ana cash flow statement dealt with by this report is in compliance with the Accounting stanOara referred to in Section211 (3C) of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March, 2010, ana taken on recora by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956;

f) In our opinion ana to the best of our information ana according to the explanations given to us, the said accounts together with the notes thereon, give the information reauired by the Companies Act, 1956 in the manner so reauired ana gives true ana fair view in conformity with the accounting principles generally accepted in India

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

ii. In the case of Profit ana Loss Account, of the loss for the year ended on that date ana

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

ANNEXURE TO AUDITORS REPORT Referred to in Paragraph 3 of Our Report of even date,

On the basis of such checks as we consiaerea appropriate ana in terms of information ana explanations given to us, we state that:

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

b. We have been informed that, the tangible fixed assets has been physically verified by the management at reasonable intervals. In our opinion, the freauency of verification is reasonable with regard to the size of the company ana nature of assets. According to information ana explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the company has not disposed off substantial part of its f Ixed asset.

2. a. Physical verification of inventory has been conducted at reasonable intervals by the management.

b. The proceaures as informed & explained to us, of physical verification of inventories followed by the management are reasonable and adeauate in relation to the size of the Company ana the nature of its business.

c. The Company is generally maintaining proper records of inventory shown in the balance sheet ana no discrepancy noticed on physical verification between the physical stocks ana the book records.

3. a. According to the information ana explanation given to us ana on the basis of records furnished before us,

company has granted interest free unsecured loans to 3 parties covered in the register maintained under section 301 of the Companies Act, 1956. The aggregate amount involved during the year is Rs.608.47 Lacs and the yearend Balance is Rs.608.47 Lacs

b. According to information ana explanation furnished to us, as these loans are granted to wholly owned subsdiaries of the company in our opinion the rate of interest ana other terms ana conditions on which the Company has given loans are not, prima facie, prejudicial to the interest of the Company

c. As these loans are interest free there is no auestion of repayment of interest. With respect to principal as these loans are repayable on demand we cannot comment on regularity of payment of principal

0. As these loans are repayable on demand we cannot comment for overdue amount

e. According to the information ana explanation given to us ana on the basis of records furnished before us, company has not taken any loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(iii) (e), (f) & (g) of Companies (Auditors Report) Order, 2003 are not applicable.

4. In our opinion ana accordng to the information ana explanations given to us, there is adeauate internal control system commensurate with the size of the Company ana the nature of its business with regard to purchases of inventory ana for sale of goods ana services. Neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion ana according to the information ana explanation given to us, the particulars of contract or

arrangements that were reauired to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information ana explanation given to us, the transactions made pursuance of such contracts or arrangements have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time.

6. Company has not accepted deposit from the public; accordingly clause 4(vi) of Companies (Auditors Report) Order, 2003 is not applicable.

7. According to information & explanation given to us by the management, we are of the opinion that the Internal Audit system is commensurate with the size of the company ana the nature of the business.

8. According to the information ana explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (0) of the Companies Act, 1956 in respect of the products dealt with by the company.

9. a. The company is generally regular in depositing statutory dues including Custom Duty, Income tax, Provident

Fund, Employee State Insurance, Professional tax, cess and other statutory dues except delays in payment of TDSinfewinstancesandpaymentofdividenddistributiontax.

b. According to information and explanation given to us and records examined by us no undisputed statutory dues including Custom Duty, Service Tax, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess is outstanding as at 31st March for more than six months from the date they become payable except corporate dividend tax of Rs. 9.46 Lacs.

c. According to the information and explanation given to us, there are no dues relating to Income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess or any other statute, which have not been deposited on account of dispute

10. The Company has no accumulated losses and has not has incurred cash loss during the year. However company had incurred cash loss in the immediately preceding financial year.

11. In our opinion and according to information and explanation given to us and records furnished to us for verification, the company has delayed payment of interest and principle to bank aggregating to Rs. 258.20 Lacs by 5 to 30 days, Rs.316.26 Lacs by 31 to 60 days.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

13. In our opinion, the company is not chit fund, nidhi, mutual fund, and societies accordingly clause 4(xiii) of Companies (Auditors Report) Order, 2003 is not applicable.

14. The Company is not dealing or trading in Shares and Securities.

15. According to the information and explanation given to and records of the Company examined by us, the company has given corporate guarantee for loans taken by 100% Subsidiary of the company from the bank. The terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the Company.

16. According to information and explanation given to us and records examined by us, long term loans availed during the year have been applied forthe purpose for which they were obtained

1 7. According to the information and explanations given and overall examination of records furnished to us, loans raised on short-term basis have not, prima facie, been used for long-term purpose.

18. During the year, the company has made preferential allotment of shares and warrants to Parties covered in the Register maintained under Section 301 of the Companies Act, 1956. As these shares and warrants are issued as per pricing norms stipulated in Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, in our opinion price at which they are issued are not prima facie prejudicial to the interest of the company.

19. During the year, the Company has not issued any debentures. Accordingly clause 4(xix) of Companies (Auditors Report) Order, 2003 is not applicable.

20. According to information and explanation given to us and records examined by us company has not raised any money by public issue during the year under audit. Accordingly clause 4(xx) of Companies (Auditors Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the period nor we have been informed of such instances by the management.

ForA. R.SODHA&Co. Chartered Accountant (FRN. 110324W)

A R Sodha Partner M. No 31878

Place: Mumbai Date: 28th May, 2010