We have audited the attached Balance Sheet of BROADCAST INITIATIVES
 LIMITED as at 31st March 2012 and also the Profit & Loss account for
 the year ended on that date 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. 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies'' (Auditors Report) Order, 2003, as amended
 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
 hereto a statement on the matters specified in paragraphs 4 and 5 of
 the said Order.
 
 Further to our comments in the Annexure referred to in paragraph above,
 we report that:
 
 a.  We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit;
 
 b.  In our opinion, proper books of accounts as required by law have
 been kept by the Company so far as it appears from our examination of
 the books of the Company;
 
 c.  The Balance Sheet and Profit & Loss Account dealt with by this
 report are in agreement with books of accounts of the Company;
 
 d.  In our opinion, the Profit & Loss Account, and Balance Sheet comply
 with the requirements of the accounting standards referred to in
 Section 211 (3C) of the Companies Act, 1956;
 
 e.  According to the information and explanations given to us and on
 the basis of written representation received from the directors taken
 on record by the Board of Directors, none of the Directors are
 disqualified as on March 31st, 2012 from being appointed as director in
 terms of section 274(l)(g) of the Companies Act, 1956;
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, the accounts read with and subject to
 notes thereon give the information required by the Companies Act, 1956,
 in the manner so required and give a true and fair view in conformity
 with the accounting principles generally accepted in India;
 
 i) In the Case of Balance Sheet of State of Affairs of the Company as
 at 31st March, 2012; And
 
 ii) In the case of Profit & Loss Account 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.
 
                                       
 ANNEXURE TO AUDITORS REPORT
 
 Annexure to the Auditors Report on the Accounts for the Year Ended 31st
 March, 2012 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 as that:
 
 1. a.  The Company has maintained proper records showing full
 particulars, Including quantitative details and situation of fixed
 assets.
 
 b.  We have been informed that, the 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 the 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 a substantial part
 of its fixed assets and accordingly it has no effect on the going
 concern of the Company.
 
 2.  The Company is not having inventory of material amount at any time 
 during the year hence the matters specified in Clause 4(h) of Companies
 (Auditor''s Report) order, 2003 has not been reported.
 
 3. a. According to the information and explanation given to us and on
 the basis of records furnished before us, the company has granted
 unsecured loan to two parties covered in the register maintained under
 section 301 of the Companies Act, 1956.  The maximum amount outstanding
 during the year was Rs.  27.13 Lacs and year end outstanding in respect
 of one party is Rs. 1.19 Lacs.
 
 b.  According to information and explanation given to us, terms and
 conditions in respect of loan granted to Parties covered in (a) above,
 are not prejudicial to the interest of the Company.
 
 c.  As the above loan is repayable on demand, we cannot comment about
 regularity of receipts of Principal and Interest and since the loan is
 repayable on demand, the question of overdue amount does not arise.
 
 d.  According to the information and explanation given to us and on the
 basis of records furnished before us, the Company has taken interest
 free unsecured loan taken from seven parties covered in the register
 maintained under section 301 of the Companies Act, 1956. The maximum
 balance outstanding during the year was Rs. 15260.26 lacs and the
 year-end balance in respect of one party is Rs. 2888.66 Lacs.
 
 e.  According to information and explanations given to us, the terms
 and conditions of these loans are prima facie not prejudicial to the
 interest of the Company.
 
 f.  Above interest free loan is repayable on demand and the same has
 been paid as and when demanded.
 
 4.  According to the information & explanation given to us, in our 
 opinion there is an adequate internal control procedure commensurate 
 with the size of the company and the nature of its business. On the 
 basis of our examination of books and records of the company, 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 to 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.  The company has not accepted any deposits from the public. Hence
 Clause 4(vi) of Companies (Auditor''s Report) order, 2003 is not
 applicable.
 
 7.  According to information and explanation given to us companies
 Internal Audit system is commensurate with the size and nature of its
 business.
 
 8.  According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 section 209(1) (d) of the Companies Act, 1956 in respect of the
 services dealt with by the company.
 
 9. a.  The Company has not been regular in depositing statutory dues 
 including Service Tax, Cess, Custom Duty, Income Tax, Provident Fund, 
 Employee State Insurance and Professional Tax. There has been delay in 
 payment of Provident Fund and Employee State Insurance and also the 
 TDS deducted.  However, at the year end there is no amount outstanding
 for more than six months.
 
 b.  According to Information and Explanation given to us, no undisputed
 amounts payable in respect of Provident Fund, Investor Education and
 Protection Fund, Employee State Insurance, Income Tax, Wealth Tax,
 Service Tax, Custom Duty, Cess and other undisputed statutory dues were
 outstanding at the year end, for a period of more than six months from
 the date they become payable.
 
 c.  According to the information and explanation given to us there are
 no dues of service tax, sales tax, Income tax, custom duty and cess
 which have not been deposited on account of any dispute.
 
 10.  In our opinion, the accumulated losses of the Company are more
 than fifty percent of its net worth. The Company has not incurred
 losses during the year. However, the Company had incurred cash losses
 during the immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanations
 given to us for our verification, the Company has not defaulted in
 repayment of dues to a financial institution, bank or debenture
 holders.
 
 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,
 societies and therefore Clause 4(xiii) of Companies (Auditor''s Report)
 order, 2003 is not applicable.
 
 14.  In our opinion, the Company is not dealing or trading in Shares
 and Securities and accordingly Clause 4 (xiv) of Companies (Auditor''s
 Report) order, 2003 is not applicable.
 
 15.  According to the information and explanations given to us, and the
 representations made by the management, the Company had given guarantee
 amounting to Rs.1,360 Lacs for loans taken by others from bank or
 financial institution. However, during the year the amounts are paid by
 the others and at the year end there is no guarantee given by the
 Company for any amount for loans taken by others from banks or
 financial institutions.
 
 16.  During the year under consideration company has not taken any term
 loans.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long term
 investment. No long term funds have been used to finance short term
 assets except permanent working capital.
 
 18.  During the year, the Company has not made any preferential
 allotment of shares to Parties or any Companies covered in the register
 maintained under Sec 301 of the Companies Act, 1956.
 
 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 explanations given to us, the Company
 has not raised any money from public issues during the year.
 
 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 Ashok Jayesh & Associates
                                               Chartered Accountants
 
                                                    Jayesh D Sangani
                                             Partner {M . No. 36041)
                                                        FRN: 100655W
 
 Mumbai, 10th May, 2012