1.  We have audited the attached Balance Sheet of Entertainment Network
 (India) Limited, as at March 31, 2011 and the related Profit and Loss
 Account and Cash Flow Statement for the year ended on that date annexed
 thereto, which we have signed under reference to this report. 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 the 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, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of ''The Companies Act, 1956''
 of India (the ''Act'') and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give 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 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, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of Section 211 of the Act;
 
 (e) On the basis of written representations received from the
 directors, as on March 31, 2011 and taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31, 2011
 from being appointed as a director in terms of clause (g) of sub-
 section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, 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 March 31, 2011; (ii) in the case of the Profit and Loss
 Account, 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.
 
 
 
 
 Annexure to Auditors'' Report
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Entertainment Network (India) Limited on the financial
 statements for the year ended March 31, 2011
 
 1.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verifed by the Management according
 to a phased programme designed to cover all the items over a period of
 three years which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets.  Pursuant to the
 programme, all addition of the fixed assets during the year has been
 physically verifed by the Management and no material discrepancies
 between the book records and the physical inventory have been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed of
 by the Company during the year.
 
 2.  (a) The Company has granted unsecured loans, to two companies
 covered in the register maintained under Section 301 of the Act.
 
 The maximum amount involved during the year and the year-end balance of
 such loans aggregates to Rs.6015 Lakhs and Rs. Nil respectively.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 of such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (c) In respect of the aforesaid loans, the parties are repaying the
 principal amounts as stipulated and are also regular in payment of
 interest, where applicable.
 
 (d) In respect of the aforesaid loans, there is no overdue amount more
 than Rupees One Lakh.
 
 (e) The Company has taken unsecured loans, from two companies covered
 in the register maintained under Section 301 of the Act.  The maximum
 amount involved during the year and the year-end balance of such loans
 aggregates to Rs. 693.10 Lakhs and Rs. Nil, respectively.
 
 (f) In our opinion, the rate of interest and other terms and conditions
 of such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (g) In respect of the aforesaid loans, the Company is regular in
 repaying the principal amounts as stipulated and is also regular in
 payment of interest, where applicable.
 
 3.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of fixed assets and for the sale of services. Further, on the
 basis of our examination of the books and records of the Company, and
 according to the information and explanations given to us, we have
 neither come across nor have been informed of any continuing failure to
 correct major weaknesses in the aforesaid internal control system.
 
 4.  (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 Act 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 such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 5.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 6.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 7.  The Central Government of India has not prescribed the maintenance
 of cost records under clause (d) of sub-section (1) of Section 209 of
 the Act for any of the products of the Company.
 
 8.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the
 
 Company is regular in depositing the undisputed statutory dues
 including provident fund, investor education and protection fund,
 income-tax, employees'' state insurance, wealth tax, service tax,
 customs duty, cess and other material statutory dues as applicable with
 the appropriate authorities in India. As informed to us, excise duty is
 not applicable to the Company for the current year.
 
 (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,
 wealth-tax, service-tax, customs duty and cess which have not been
 deposited on account of any dispute.
 
 9.  The Company has no accumulated losses as at March 31, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 10.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any bank as at the balance sheet date.
 
 11.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 12.  The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund / societies are not applicable to the
 Company.
 
 13.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 14.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks during the year, are not
 prejudicial to the interest of the Company.
 
 15.  The Company has not obtained any term loans.
 
 16.  On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 17.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 18.  The Company has not issued any debentures during the year.
 
 19.  The Company has not raised any money by public issues during the
 year.
 
 20.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the Management.
 
 21.  The other clauses (ii) of paragraph 4 of the Companies (Auditor''s
 Report) Order 2003, as amended by the Companies (Auditor''s Report)
 (Amendment) Order, 2004, is not applicable in the case of the Company
 for the year, since in our opinion there is no matter which arises to
 be reported in the aforesaid Order.
 
                                  For Price Waterhouse & Co.
 
                                  Firm Registration Number: 007567S 
                                  Chartered Accountants
 
                                  Uday Shah
 
 Mumbai                           Partner
 May 23, 2011                     Membership Number F-46061