1.  We have audited the attached Balance Sheet of Dish TV India Limited
 (''the Company'') as at 31 March 2011 and also the Profit and Loss
 Account 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.  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
 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, Profit and Loss Account and the Cash Flow
 Statement, dealt with by this report, are in agreement with the books
 of account;
 
 (d) subject to our comment in paragraphs 4 (f) and (g) below regarding
 non compliance, primarily in relation to Accounting Standard (AS) 13
 ''Accounting for Investments''; AS 28 ''Impairment of Assets''; and AS 19
 ''Leases'', in our opinion, the Balance Sheet, 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, to the extent applicable;
 
 (e) on the basis of written representations received from the directors
 of the Company as on 31 March 2011 and taken on record by the Board of
 directors, we report that none of the directors is disqualified as on
 31 March 2011 from being appointed as a director in terms of clause (g)
 of sub-section (1) of section 274 of the Companies Act, 1956; and
 
 (f) the life of the Consumer Premise 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 AS-19 ''Leases'', though the impact of which on the
 financial statements has not been ascertained by the management [Refer
 to note 16 (b) of schedule 22]; and
 
 (g) attention is invited to note 4 of schedule 22 which explains in
 details the accounting treatment followed by the Company on
 implementation of the Composite Scheme of Amalgamation and Arrangements
 between the Company and two of its subsidiary companies (''the Scheme''),
 duly approved by the High Court of Delhi.  In terms of the Scheme, the
 excess of the book value of net assets of non- DTH related business,
 transferred to a subsidiary company, over the consideration received,
 has been adjusted directly in the ''General reserve'' during the current
 year, instead of accounting for impairment of fixed assets transferred,
 as required by AS 28, and
 
 providing for diminution in the value of investment transferred, as
 required by AS 13, in the Profit and Loss Account in the previous year.
 Had the Company followed the above Standards in the previous year, the
 loss on impairment of the above fixed assets/ provision for diminution
 in the value of investments would have been adjusted in the Profit and
 Loss Account and loss for the previous year and the debit balance in
 the Profit and Loss Account as at 31 March 2010 would have been higher
 by Rs. 1,743,523,943.
 
 Since the aforesaid loss on impairment of fixed assets/diminution in
 the value of investment have not been recognised even in the current
 year as a prior period item, which together with the impact of the
 transfer of other net assets/ liabilities in the current year, net of
 consideration received, have been adjusted in General Reserve directly
 as mentioned above, the loss for the year and the debit balance in the
 Profit and Loss Account at the end of the year are lower by Rs.
 1,743,523,943. However, on implementation of the Scheme, the above net
 loss stands adjusted directly in the General Reserve in accordance with
 the accounting treatment prescribed in the Scheme approved by the High
 Court of Delhi.
 
 This was a subject matter of qualification in the audit report on the
 financial statements for the year ended 31 March 2010 also; and
 
 (h) during the year, the Company received a demand notice for income
 tax and interest thereon aggregating Rs. 4,05,614,101 in relation to an
 earlier year. The matter pertains to short deduction of tax at source
 on certain payments and interest thereon for delayed period. The
 Company has disputed the abovesaid 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 Profit
 and Loss Account for the year and the debit balance in the Profit and
 Loss Account at the end of the year [Refer to note 3 (b) of schedule
 22]
 
 Subject to our comments in paragraphs 4 (f), (g) and (h) above, the
 impact if which, to the extent ascertained, has been explained therein,
 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 2011;
 
 (ii) in the case of the Profit and Loss Account, 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 2011
 
 (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) According to the information and explanations given to us, the
 assets disposed off during the current year including those pursuant to
 the Composite Scheme of Amalgamation and Arrangement between the
 Company, Agrani Satellite Services Ltd (''ASSL''), Integrated Subscriber
 Management Services Ltd (''ISMSL'') and their respective shareholders and
 creditors (''the Scheme'') were not substantial and 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) According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under section 209(1)(d) of the Companies Act, 1956 for any of the
 services rendered by the Company.
 
 (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.
 
 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 2011 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.)
 
 Name of the         Nature of the dues        Amount        Amount
 Statute                                       involved      paid under
                                                             protest
 
 Delhi Value         Value Added Tax           16,045,548       -
 Added Tax Act,
 2004                                             668,627       668,627
 
                     Value Added Tax           24,446,261
                     (including penalty
                     and interest)
 Andhra              Value Added Tax           34,447,104*    1,818,709
 Pradesh Value      (including interest)
 Added Tax Act,      Value Added Tax           28,608,770    28,608,770
 2005                (including penalty
                     and interest)
 
 Bihar Value         Value Added Tax            4,749,874     4,701,344
 Added Tax Act,
 2005
 
 Name of the Statute     Period to which the     Forum where dispute is
                         amount relates          pending
 
 Delhi Value
 Added Tax Act,
 2004                    January 2007 to         Special Commissioner-I,
                         March 2007              New Delhi
 
                         March 2010              Special Commissioner-I,
                                                 New Delhi
 
 Andhra
 Pradesh Value
 Added Tax Act,
 2005                    April 2007 to           Special Commissioner-I,
                         March 2008              New Delhi
 
                         March 2008 to           Andhra Pradesh High 
                                                 Court
                         September 2008
 
 Bihar Value
 Added Tax Act,
 2005                    2006-08                 State Tribunal 
                                                 Appellate
 
                                                 Authority, Hyderabad
 
                         2008-09                 Commercial Tax Officer,
 
                                                 Patna
 
 
                                                       (Amount in Rs.)
 
 Name of the         Nature of the dues        Amount        Amount
 Statute                                       involved      paid under
                                                             protest
 
 
 
 UP Trade Tax        Value Added Tax           67,388           -
 Act, 1948          (including interest)
 
                                              100,000         100,000
 
                                              272,712         272,712
 
                     Value Added Tax          413,250         413,250
 
                                               36,000          36,000
 
 Income-tax Act,     Income tax and           4,05,61           4,101
 1961                interest
 
 Indian Customs      Special Additional        149,40           6,086
 Act, 1962     
                     Duty
 
 
 
 Name of the Statute     Period to which the     Forum where dispute is
                         amount relates          pending
 
 UP Trade Tax
 Act, 1948               April 2005 to           Joint Commissioner
                         March 2006              (Appeal),
 
                         2006-07                 Additional Commissioner
                                                 Appeal-1, Noida
                         2006-07 and             Deputy Commissioner,
                         2007-08                 Noida
 
                         2009-10                 Additional Commissioner
                                                 (Commercial Tax), Noida
                         2010-11                 Deputy Commissioner- 3,
                                                 Noida
 Income-tax Act,
 1961                    Assessment year         The Assistant 
                                                 Commissioner
                         2009-10                 of Income Tax, Noida.
 
 Indian Customs 
 Act, 1962               April 2008 to           The Commissioner, ICD
                         June 2009
 
 * Including disputed dues aggregating Rs. 34,447,104 in respect of Value
 Added Tax which have been stayed by the respective authorities.
 
 (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. 6,828,844,657.
 
 (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 year.
 
 For B S R & Co.
 
 Chartered Accountants
 
 Firm Registration No.: 101248 W
 
 Kaushal Kishore
 
 Partner
 
 Membership No.: 090075
 
 Place: Gurgaon 
 
 Date: 23 May 2011