1 We have audited the attached Balance Sheet of Dish TV India Limited
 (''the Company'') as at 31 March 2012 and also the Statement of Profit
 and Loss and the Cash Flow Statement of the Company 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 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 Without qualifying our opinion, attention is invited to note 2(b) of
 the financial statements. The Company''s net worth as at the end of the
 financial year is completely eroded by its accumulated losses.
 However, the management has prepared the financial statements assuming
 that the Company will continue as a going concern since it has adequate
 resources in the form of operating cash flows and sanctioned credit
 facilities from lenders to adequately meet its obligation.
 
 5 Further to our comments in the Annexure referred to in para 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 Statement of Profit and Loss and the Cash
 Flow Statement, dealt with by this report, are in agreement with the
 books of account;
 
 (d) subject to our comments in paragraph 5 (f) below regarding non
 compliance in relation to Accounting Standard 19 ''Leases'', in our
 opinion, the Balance Sheet, the Statement of Profit and Loss and the
 Cash Flow Statement dealt with by this report, comply with the
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956, to the extent applicable;
 
 (e) on the basis of written representations received from the directors
 of the Company as on 31 March 2012 and taken on record by the Board of
 directors, we report that none of the directors is disqualified as on
 31 March 2012 from being appointed as a director in terms of clause (g)
 of sub-section (1) of section 274 of the Companies Act, 1956;
 
 (f) the life of the Consumer Premises Equipment (CPE) for the purposes
 of depreciation has been estimated by the management as five years.
 However, in certain cases, the one-time advance contributions towards
 the CPEs in the form of rentals are recognized as revenue over a period
 of three years, which is not in line with the estimated life of such
 assets, in terms of Accounting Standard 19 ''Leases'', though the impact
 of which on the financial statements has not been ascertained by the
 management.  This was a subject matter of qualifbation in our audit
 report on the financial statements for the previous year ended 31 March
 2011 also [Pefer to note 39 (b)];
 
 (g) during the previous year, the Company received a demand notice for
 income tax and interest thereon aggregating Rs. 4,056 lacs in relation to
 an earlier year, though reduced to Rs. 2,642 lacs during the year based
 on a rectification application filed. The matter pertains to short
 deduction of tax at source on certain payments and interest thereon for
 delayed period. The Company has disputed the above said demand and has
 filed an appeal against the same with the tax authorities. The Company,
 based on a legal view obtained in the matter, has not made any
 provision in the financial statements and has not assessed the impact
 of the above position on the subsequent years.  Pending final
 conclusion, we are unable to comment on the matter and its consequent
 impact on the Statement of Profit and Loss for the year and the debit
 balance in the Statement of Profit and Loss at the end of the year.
 This was a subject matter of qualification in our audit report on the
 financial statements for the previous year ended 31 March 2011 also
 [Refer to note 49 (c)]; and
 
 (h) subject to our comments in paragraphs 5 (f) and (g) above, the
 impact of which has not been ascertained, in our opinion and to the
 best of our information and according to the explanations given to us,
 the said accounts 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 2012;
 
 (ii) in the case of the Statement of Profit and Loss, of the loss 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.
 
 Annexure referred to in paragraph 3 of the Auditors'' Report to the
 Members of Dish TV India Limited on the accounts for the year ended 31
 March 2012
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, the fixed assets, other than consumer premises
 equipment (CPE), installed at the customer premises and those in
 transit or lying with the distributors, have been physically verified
 by the management as per a phased programme to cover over a period of
 three years, which in our opinion, is reasonable having regard to the
 size of the Company and nature of its fixed assets. Discrepancies
 noticed on such verification were not significant and have been
 properly dealt with in the books of account.  According to the
 information and explanations given to us, the existence of CPEs lying
 at the customer premises is considered on the basis of the ''active user
 status'' of the CPE.
 
 (c) Fixed assets disposed off during the year were not substantial and,
 therefore, do not effect the going concern assumption.
 
 (ii) (a) According to the information and explanations given to us,
 physical verification has been conducted by the management at
 reasonable intervals during the year in respect of inventory of stock
 in trade consisting of CPEs and accessories in the Company''s
 possession. In our opinion, the frequency of physical verification is
 reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures for 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) On the basis of our examination of the records of inventories, we
 are of the opinion that the Company is maintaining proper records of
 inventories. The discrepancies noticed on physical verification of
 inventories as compared to book records were not material and have been
 properly dealt with in the books of account.
 
 (iii) According to the information and explanations given to us, the
 Company has neither granted nor taken any loans, secured or unsecured,
 to or from companies, firms or other parties covered in the register
 maintained under Section 301 of the Companies Act, 1956.  Accordingly,
 paragraphs 4(iii)(b) to (g) of the Order are not applicable.
 
 (iv) According to the information and explanations given to us, and
 having regard to the explanation that purchases of certain items of
 inventories and fixed assets are for the Company''s specialised
 requirements and similarly certain goods/ services sold are for the
 specialised requirements of the buyers and suitable alternative sources
 are generally not available to obtain comparable quotations, there is
 an adequate internal control system commensurate with the size of the
 Company and the nature of its business with regard to purchase of
 inventories and fixed assets and with regard to the sale of goods and
 services. Further, on the basis of our examination and according to the
 information and explanations given to us, we have neither come across
 nor have been informed of any major weaknesses in the aforesaid
 internal control system.
 
 (v) (a) In our opinion, and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in section 301 of the Companies Act, 1956 have been entered
 in the register required to be maintained under that section.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements referred to in para (v) (a) above, and exceeding the value
 of Rs. 5 lakhs with any party during the year have made at price which
 are reasonable having regard to the prevailing market price except for
 certain transactions which are for the specialized requirements of the
 respective parties and for which suitable alternate sources are not
 available to obtain comparable quotations.
 
 (vi) According to the information and explanations given to us, the
 Company has not accepted any deposits from the public during the year
 within the meaning of Sections 58A and 58AA or other relevant
 provisions of the Companies Act, 1956 and the rules framed there under.
 
 (vii) In our opinion and according to the information and explanations
 given to us, the Company has an internal audit system commensurate with
 its size and the nature of its business.
 
 (viii) Pursuant to the rules made by the Central Government, the
 maintenance of cost records has been prescribed under section 209(1)(d)
 of the Companies Act, 1956.  According to the information and
 explanations given to us, the Company is in the process of aligning its
 financial accounting system in order to maintain the requisite cost
 accounting records. As informed to us, the Company is in the process of
 concluding and producing such records.
 
 (ix) (a) According to the information and explanations given to us and
 on the basis of our examination of the records of the Company, amounts
 deducted/ accrued in the books of account in respect of undisputed
 statutory dues including Provident Fund, Investor Education and
 Protection Fund, Employees'' State Insurance, Income tax, Sales tax,
 Wealth tax, Service tax, Customs duty, Excise duty, Cess and other
 material statutory dues, as applicable, have generally been regularly
 deposited during the year by the Company with the appropriate
 authorities except in respect of entertainment tax dues where there
 have been several delays, though the amount have subsequently been paid
 to the authorities.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Investor
 Education and Protection Fund, Employees'' State Insurance, Income tax,
 Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and
 other material statutory dues, as applicable, were in arrears as at 31
 March 2012 for a period of more than six months from the date they
 became payable.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of Income tax,
 Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess
 which have not been deposited with the appropriate authorities on
 account of any dispute, except as mentioned below:
 
                                                  Amount in Rs.lacs
  
 Name of the            Nature of the      Amount           Amount
 Statute                  dues             involved       paid under
                                                           protest
 
                        Value Added Tax      160              -
 
                                               7              7
 Delhi Value Added-
 Tax Act 2004           Value Added Tax      244             20
                        (including penalty
                        and interest)
 
                        Value Added Tax       40              4
 
                        Value Added Tax      344*            18
 Andhra Pradesh         (including interest)
 Value Added Tax        Value Added Tax      286            286
 Act, 2005              (including penalty
                         and interest)
 
                        Value Added Tax       15             15
 Bihar Value Added
 Tax Act, 2005                                59             43
 
                        Value Added Tax        1              -
                        (including interest)
 
                        Value Added Tax        1              1
 UP Trade Tax Act,
 1948
 
                                               #              #
 
                                              10              5
 
 Income-tax Act,        Income tax and     2,642            400
 1961                   interest
 
 
 
 
 Name of the            Period to which     Forum where dispute is
 Statue                 the amount                      pending
                         relates
 
                        January 2007 to     VATO .Delhi VAT
                        March 2007
 
                        March 2010          VATO, Delhi VAT
 
 Delhi Value Added
 Tax Act, 2004          April 2007 to       VAT Tribunal, New Delhi
                        March 2008
 
                        AY 2007-08          VATO .Delhi VAT
 
                        March 2008 to       Andhra Pradesh High Court
                        September 2008
 
 Andhra Pradesh
 Value Added Tax
 Act, 2005              2006-08             State Tribunal Appellate
                                            Authority, Hyderabad
 
 Bihar Value Added
 Tax Act, 2005          2007-08             Commercial Tax Officer,
                                            Patna
 
                        2008-09             Commercial Tax Officer,
                                            Patna
 
 UP Trade Tax Act,
 1948                   April 2005 to       Joint Commissioner (Ap-
                        March 2006          peal), Noida
 
                        2006-07             Additional Commissioner
                                            Appeal, Noida
 
                        2010-11             Deputy Commissioner,
                                            Noida
 
                        April 2011          CTO, Noida
 
 Income-tax Act,
 1961                   Assessment year     Commissioner of Income
                        2009-10             Tax-Appeal, Noida.
 
 
 
 
 Name of the            Nature of the      Amount           Amount
 Statute                  dues             involved       paid under
                                                           protest
 
                                              9               -
 Indian Customs Act,   Special Additional   795               -
 1962                  Duty
 
 Finance Act, 1994     Service tax          167               -
 (Service tax case)
 
                       Wealth tax             1               -
 Wealth Tax Act, 1957
 
 
 
 
 Name of the            Period to which     Forum where dispute is
 Statue                 the amount                      pending
                         relates
 
                        Assessment year    Commissioner of Income
                        2006-07                Tax-Appeal, Mumbai
 
 Indian Customs Act,
 1962                   April 2008 to           CESTAT
                        June 2009
 
 Finance Act, 1994
 (Service tax case)     F Y 2006-07 to F  Commissioner of Excise &
                         Y 2010-11        Service Tax -Ghaziabad
 
 Wealth Tax Act, 1957   AY 05-06          Asst. Commissioner of
                                          Income Tax, New Delhi
 
 
 
 * Including disputed dues aggregating Rs. 344 lacs in respect of Value
 Added Tax which have been stayed by the respective authorities.
 
 # Rs. 36,000.
 
 (x) The accumulated losses of the Company are more than fifty percent
 of its net worth at the end of the year.  The Company has not incurred
 cash losses during the year and in the immediately preceding year.
 
 (xi) According to the information and explanations given to us, the
 Company has not defaulted in repayment of dues to its bankers. The
 Company did not have any outstanding dues to any financial institutions
 or debenture-holders during the year.
 
 (xii) According to the information and explanations 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) According to the information and explanations given to us, the
 Company is not a chit fund or a nidhi/ mutual benefit fund/ society.
 
 (xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantees for loans taken by others from
 banks or financial institutions during the year.
 
 (xvi) According to the information and explanations given to us, on an
 overall basis, the term loans have been applied for the purposes for
 which they were obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have been used
 for long-term investments, primarily for acquisition of fixed assets
 for Rs. 86,934 lacs.
 
 (xviii) The Company has not made any preferential allotment of shares
 to companies/firms/parties covered in the register maintained under
 Section 301 of the Companies Act, 1956 during the year.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by way of public issue during
 the year. The Company has only received outstanding call money against
 the rights issue made in the previous year.
 
 (xxi) Based on the audit procedures performed and according to the
 information and explanations given to us, no fraud on or by the Company
 has been noticed or reported during the course of our audit.
 
 For B S R & Co.
 
 Chartered Accountants
 
 Firm Registration No: 101248W
 
 Kaushal Kishore
 
 Partner
 
 Membership No: 090075
 
 Place: Gurgaon
 Date : 16 May 2012