1.  We have audited the attached Balance sheet of Reliance MediaWorks
 Limited (''the Company'') as at 31st March 2011 and the related Profit
 and loss account and the Cash flow statement for the year ended on that
 date, annexed thereto. These f nancial statements are the
 responsibility of the Company''s management. Our responsibility is to
 express an opinion on these f nancial 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 f
 nancial statements are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the f nancial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall f nancial 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, 1 956 (''the
 Act''), we enclose in the Annexure a statement on the matters specif ed
 in paragraphs 4 and 5 of the said Order.
 
 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, 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 21 1 of
 the Act;
 
 e) on the basis of written representations received from the directors
 of the Company as at 31st March 201 1 and taken on record by the Board
 of Directors, we report that none of the directors is disqualif ed as
 on 31st March 2011 from being appointed as a director in terms of
 clause (g) of sub-section (1) of Section 274 of the Act; and
 
 f) 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 Act 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 31st March 2011;
 
 (ii) in the case of the Profit and loss account, of the loss 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.
 
 Annexure to the Auditors'' Report
 (Referred to in our report of even date)
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which all fixed assets are verified in a phased manner
 over a period of three years. 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) As more fully explained in note 25 of Schedule 23 to the financial
 statements, the Company has sold certain fixed assets of the Exhibition
 segment aggregating to Rs. 1,041.73 million which have been leased
 back. In our opinion, the aforementioned sale and lease back and other
 disposals during the year, do not affect the going concern assumption.
 
 (ii) (a) The inventory has been physically verified by the management
 during the year. In our opinion, the frequency of such verification is
 reasonable.
 
 (b) The procedures for the 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) The Company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 (iii) 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 Act.
 
 (iv) In our opinion and according to the information and explanations
 given to us, and having regard to the explanation that purchases of
 certain items of fixed assets are for the Company''s specialised
 requirements and similarly certain services rendered/ rights and goods
 sold are of a specialised nature and rendered/ sold to specific buyers
 and suitable alternative sources are 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 inventory and fixed assets and with regard to the sale
 of goods and rendering of services. We have not observed any major
 weakness in the internal control system during the course of the audit.
 
 (v) In our opinion, and according to the information and explanations
 given to us, there are no contracts and arrangements the particulars of
 which need to be entered into the register maintained under Section 301
 of the Act.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 (viii) The Central Government has not prescribed the maintenance of
 cost records under Section 209(1 )(d) of the Act for any of the
 products sold / 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, Employees'' State Insurance,
 Income-tax, Sales-tax/ VAT, Service Tax, Customs duty, Entertainment
 tax, Investor Education & Protection Fund, Wealth tax, and other
 material statutory dues have been generally regularly deposited during
 the year by the Company with the appropriate authorities.
 
 There were no dues on account of Cess under Section 441A of the Act
 since the date from which the aforesaid section comes into force has
 not yet been notified by the Central Government.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident fund, Employees''
 State Insurance, Income-tax, Sales-tax/ VAT, Service tax, Customs duty,
 Entertainment tax, Investor Education & Protection Fund, Wealth tax and
 other material statutory dues were in arrears as at 31st March 2011 for
 a year of more than six months from the date they became payable.
 
 As more fully explained in Note 1 of Schedule 23 to the financial
 statements, no amount has been accrued in respect of Maharashtra Value
 Added Tax.
 
 (b) According to the information and explanations given to us, the
 following statutory dues have not been deposited by the Company on
 account of disputes:
 
 Name of the      Nature of the     Amount Year to which 
                                           the            Forum where
                                                          dispute is
 statute          dues                (Rs. 
                                  million) amount relates pending
 
 Central Excise   Duty and         191.84    1998-2011    Central Excise
                                                          and Service
                                                          Tax
 
 Act, 1944        penalty                                 Appellate 
                                                          Tribunal 
                                                          (CESTAT)
 
 Entertainment    Entertainment     16.21    2006-2011    Supreme Court
 tax              tax
 
 Income tax Act,  Assessment       119.12    2008-09      Commissioner 
                                                          of Income Tax
 1961             dues                                    Appeal
 
 Income tax Act,  Tax deducted at  101.71    2007-08 to 
                                             2008-        Commissioner 
                                                          of Income Tax
 1961             source                     09           Appeal
 
 (x) The accumulated losses of the Company are more than 50% of its net
 worth and it has incurred cash losses in the current financial year and
 in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of its dues to
 bankers or financial institutions or bondholders.
 
 (xii) 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) In our opinion and 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) In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given
 guarantees for loans/ credit facilities taken by others from banks /
 others are not prejudicial to the interest of the Company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the term loans taken by the Company have been applied for
 the purpose for which they were raised.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the Balance sheet of the Company, we report
 that the Company has used funds raised on short term basis for long
 term investments. The Company has used short term borrowings
 aggregating Rs. 6,774 million to fund long term purposes.
 
 (xviii) The Company has not made any preferential allotment of shares
 during the year to companies / firms / parties covered in the register
 maintained under Section 301 of the Act.
 
 (xix) According to the information and explanations given to us, the
 Company has not issued any secured debentures during the year.
 
 (xx) According to the information and explanations given to us, the
 Company has not raised any money by public issues during the year.
 
 (xxi) According to the information and explanations given to us, no
 material fraud on or by the Company has been noticed or reported during
 the year
 
 For B S R & Co.                              For Chaturvedi & Shah
 
 Chartered Accountants                        Chartered Accountants
 
 Firm Registration No: 1 01 248W      Firm Registration No: 101720W
 
 Bhavesh Dhupelia                                   Paracf D. Mehta
 
 Partner                                                    Partner
 
 Membership No: 042070                       Membership No: 11 3904
 
 Mumbai                                                      Mumbai
 
 28 May 2011                                            28 May 2011