1.  We have audited the attached Balance Sheet of DEN Networks Limited,
 (''the Company'') as at 31 March, 2011, the Profit and Loss Account and
 the Cash Flow Statement of the Company for the year ended on that date,
 both annexed thereto. These financial statements are the responsibility
 of the Company''s management. Our responsibility is to express an
 opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3. Without qualifying our opinion, attention is invited to Note 17 (a)
 of Schedule 16, wherein the managerial remuneration paid/payable for
 the year is in excess of the limits set out in the Companies Act, 1956
 and is subject to the approval of the shareholders /Central Government.
 
 4.  As required by the Companies (Auditor''s 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.
 
 5. Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 a.  we have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b. in our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c. the Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d.  in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in sub- section 3C of Section 211 of
 the Companies Act, 1956;
 
 e.  in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, together with the
 notes thereon, give the information required by the Companies Act,
 1956, in the manner so required and give a true and fair view in
 conformity with the accounting principles generally accepted in India:
 
 i. in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 March, 2011;
 
 ii. in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 iii. in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 6. On the basis of written representations received from the Directors
 as on 31 March, 2011 taken on record by the Board of Directors, none of
 the Directors is disqualified as on 31 March, 2011 from being appointed
 as a director in terms of Section 274(1)(g) of the Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 3 of our
 report of even date)
 
 i.Having regard to the nature of the Company''s
 business/activities/result, clauses ii, xiii, xiv and xix of Companies
 (Auditor''s Report) Order, 2003 are not applicable.
 
 ii. In respect of its fixed assets:
 
 a. The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 b. According to the information and explanations given to us, the
 Company has a regular programme of physical verification of its fixed
 assets by which fixed assets are verified by the management in a phased
 manner over a period of three years.  In accordance with this
 programme, certain fixed assets were verified during the year and no
 material discrepancies were noticed on such verification. In our
 opinion, this periodicity of physical verification is reasonable having
 regard to the size of the Company and the nature of its assets.
 
 c. The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 iii. The Company has neither granted nor taken any loans, secured or
 unsecured, from/to companies, firms or other parties listed in the
 register maintained under Section 301 of the Companies Act, 1956.
 Accordingly, the provisions of clause 4(iii) of the Order are not
 applicable to the Company.
 
 iv. In our opinion and according to the information and explanations
 given to us and having regard to the explanation that some capital
 items for which the procurement decision was taken based on operational
 requirements and some the fixed assets purchased are of specialised
 nature and, therefore, suitable alternative sources do not exist for
 obtaining comparable quotations, there are adequate internal control
 procedures commensurate with the size of the Company and the nature of
 its business for the purchase of fixed assets and sale of goods and
 services. The operations of the Company do not give rise to purchase of
 inventory.
 
 v. In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 a. The particulars of contracts or arrangements referred to in section
 301 of the Companies Act, 1956 have been entered in the register
 required to be maintained under that section; and
 
 b. According to information and explanations given to us, having regard
 to the explanation that some of the services purchased and sold are of
 a specialised nature for which there are no alternate sources of supply
 to enable comparison of prices, transactions made in pursuance of
 contracts or arrangements entered in the register maintained under
 Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5
 lakhs in respect of any party during the year have been made at prices
 which are reasonable to prevailing market prices at the relevant time.
 
 vi. According to the information and explanations given to us, any
 deposits from the public during the year, within the meaning of
 Sections 58A and 58AA or any other relevant provisions of the Companies
 Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.
 
 vii. In our opinion, the Company has an adequate internal audit system
 commensurate with the size of the Company and nature of its business.
 
 viii. To the best of our knowledge and 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 any of the products of the Company.
 
 ix. According to the information and explanations given to us in
 respect of statutory dues:
 
 a. The Company has been generally regular in depositing its undisputed
 statutory dues including Provident Fund, Employees'' State Insurance,
 Income Tax, Sales Tax, Value added Tax, Wealth Tax, Service tax,
 Customs Duty, Work Contract Tax, Cess and other material statutory dues
 within the prescribed time with the appropriate authorities during the
 year. There are no undisputed amounts payable in respect of these dues
 which have remained outstanding as at 31 March, 2011 for a period of
 more than six months from the date they became payable.
 
 We are informed that the Company''s operations did not give rise to any
 Excise Duty and Investor Education and Protection Fund.
 
 b. According to the information and explanations given to us, there are
 no amount of Income Tax, Sales Tax, Value added Tax, Wealth Tax,
 Service tax, Customs Duty, Work Contract Tax and Cess which have not
 been deposited on account of any disputes.
 
 x. Clause 4(x) of the Companies (Auditor''s Report) Order, 2003
 regarding accumulated losses of the Company at the end of the financial
 year exceeding fifty percent of its net worth is not applicable to the
 Company since the Company has been registered for a period of less than
 five years.
 
 xi.In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks. The Company has not taken loans from financial institutions or
 issued any debentures.
 
 xii. According to the information and explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 the way of pledge of shares, debentures and other securities.
 Accordingly, the provisions of clause 4(xii) of the Order are not
 applicable to the Company.
 
 xiii. 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.
 
 xiv. In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 they were obtained.
 
 xv. In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet of the
 Company, we report that funds raised on short term basis have, prima
 facie, have not been used during the year for long term investment.
 
 xvi. According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under Section 301 of
 the Companies Act, 1956.
 
 xvii. The Company has not raised any money by way of public issues
 during the year.
 
 xviii. To the best of our knowledge and according to the information
 and explanations given to us, no fraud by the Company and fraud on the
 Company has been noticed or reported during the year.
 
 
                                        For DELOITTE HASKINS & SELLS
 
                                               Chartered Accountants
 
                                           (Registration No. 015125N)
 
                                                                Sd/-
 
                                                    JITENDRA AGARWAL
 
 New Delhi                                                   Partner
 
 May 28, 2011                                  (Membership No. 87104)