1.  We have audited the attached Balance Sheet of New Delhi Television
 Limited (the Company”) 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 Companys
 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 (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors 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 specifed in paragraphs 4 and 5 of the Order.
 
 4.  We refer to note on B-14 (i) of Schedule 20 regarding managerial
 remuneration amounting to Rs.8,303 thousand for the previous year being
 subject to approval by the Central Government.
 
 In the event that the Central Government approval is not received,
 these amounts are to be refunded by such directors. This would then
 result in the Loss after Taxation for the year to be Rs. 986,373
 thousand (as against the reported fgure of Rs 986,373 thousand), Net
 Current Assets to be Rs. 1,290,511 thousand (as against the reported
 fgure of Rs.1,282,208 thousand) and Reserves & Surplus to be
 Rs.5,138,011 thousand (as against the reported fgure of Rs. 5,129,708
 thousand).
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 & 4 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 disqualifed 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 subject to the matter
 referred in paragraph 4 above, 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 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 to Auditors Report
 
 Referred to in paragraph 3 of the Auditors Report of even date to the
 members of New Delhi Television 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, a portion of the fixed assets has been physically verifed by
 the Management during the year 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 inventory has been physically verifed by the Management
 during the year.
 
 (b) In our opinion, the procedures of physical verifcation of inventory
 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 inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verifcation of inventory as compared
 to book records were not material.
 
 3.  (a) The Company has not granted any loans, secured or unsecured, to
 companies, frms or other parties covered
 
 in the register maintained under Section 301 of the Act. Accordingly,
 clause (iii) (b), (c) & (d) of paragraph 4 of the Companies (Auditors
 Report) Order, 2003, as amended by the Companies (Auditors Report)
 Order, 2004, are not applicable in the case of the Company in the
 current year.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, frms or other parties covered in the register maintained
 under Section 301 of the Act. Accordingly, clause (iii) (f) & (g) of
 paragraph 4 of the Companies (Auditors Report) Order, 2003, as amended
 by the Companies (Auditors Report) Order, 2004, are not applicable in
 the case of the Company in the current year.
 
 4.  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 inventory, 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.
 
 5.  According to the information and explanations given to us, there
 have been no contracts or arrangements referred to in Section 301 of
 the Act during the year to be entered in the register required to be
 maintained under that Section. Accordingly, the question of commenting
 on transactions made in pursuance of such contracts or arrangements
 does not arise.
 
 6.  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.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  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.
 
 9.  (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, employees state insurance, income-tax, sales-tax,
 wealth tax, service tax, customs duty, excise duty, cess and other
 material statutory dues as applicable with the appropriate authorities.
 
 (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 on account of any dispute.
 
 10. The Company has accumulated losses as at March 31, 2011 and it has
 incurred cash losses in the financial year ended on that date. However,
 the Company has not incurred any cash losses in the immediately
 preceding financial year.
 
 11. 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 financial institution or bank or debenture
 holders as at the balance sheet date.
 
 12. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13. The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund/ societies are not applicable to the
 Company.
 
 14. In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15. In our opinion and 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 during the year.
 
 16. In our opinion, and 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.
 
 17. 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 except Rs. 343,195
 thousand used for funding of losses.
 
 18. 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.
 
 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.
 
 22. The other clause (xix) of paragraph 4 of the Companies (Auditors
 Report) Order, 2003, as amended by the Companies (Auditors Report)
 Order, 2004, are not applicable in the case of the Company in the
 current year, since in our opinion there is no matter which arises to
 be reported in the aforesaid Order.
 
 
                                                   For Price Waterhouse
                                     Firm Registration No - FRN 007568S
                                                  Chartered accountants
 
                                                   Anupam Dhawan 
 Place of Signing: New Delhi                       Partner
 Dated : May 3, 2011                           Membership No - F 084451