1.  We have audited the attached balance sheet of SAMBHAAV MEDIA
 LIMITED as at March 31, 2011 and also the profit and loss Account and
 the cash flow statement 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 issued
 by the Central Government of India in terms of section 227(4A) of the
 Companies Act, 1956, 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 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 the
 audit;
 
 (b) In our opinion, proper books of account as required by the law,
 have been kept by the company so far as appears from our examination of
 those books;
 
 (c) The balance sheet, profit & loss account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account of the Company;
 
 (d) In our opinion the balance sheet, profit & 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;
 
 (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, we
 report that 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 Companies Act, 1956.
 
 5.  In our opinion and to the best of our information and according to
 the explanation given to us the Balance sheet, Profit and Loss account
 and Cash Flow statement read together with the notes thereon, give the
 information required by the Companies Act, 1956, in the manner so
 required and give true and fair view in conformity with the accounting
 principles generally accepted in India subject to:
 
 Note no. 5 of Notes to Accounts regarding the treatment of expenditure
 in the new territory / region as Deferred Revenue Expenditure
 amounting to Rs. 1,28,85,421/- in our view contrary to Accounting
 Standard 26 Intangible Assets.
 
 (a) In the case of the balance sheet, of the state of affairs of the
 Company as at 31st March, 2011; and
 
 (b) In the case of the profit & loss Account, of the Profit of the
 Company for the year ended on that date; and
 
 (c) In the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE REPORT OF THE AUDITORS
 
 1.  (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 have been physically verified
 by the management at reasonable intervals. In our opinion, the
 programme of verification is reasonable having regard to the size of
 the company and the nature of its assets. We have been informed that no
 material discrepancies were noticed on such verification.
 
 (c) According to the information and explanation given to us, the
 company has not disposed off any substantial part of its fixed assets
 so as to affect its going concern.
 
 2.  (a) As explained to us, the inventories have been physically
 verified during the year by the management except inventories lying
 with third parties, which have been confirmed and stock in transit
 which have been subsequently received. In our opinion, the frequency of
 verification is reasonable.
 
 (b) As explained to us, the procedures of 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 inventory records, we are of
 the opinion that, the company is maintaining proper records of
 inventory. Discrepancies noticed on physical verification of inventory
 as compared to book records were not material and the same have been
 properly dealt with in the books of account.
 
 3.  a) As per the information and explanations given to us, the Company
 has not granted any loans, secured or unsecured, to companies, firms or
 other parties covered in the Register maintained under Section 301 of
 the Companies Act, 1956.  Accordingly clauses 4(iii)(b) to 4(iii)(d) of
 the order are not applicable.  
 
 b) As per the information and explanations given to us, the Company has
 not taken any loans, secured or unsecured, from companies, firms or
 other parties covered in the Register maintained under Section 301 of
 the Companies Act, 1956. Accordingly clauses 4(iii)(f) and 4(iii)(g) of
 the order are not applicable.
 
 4.  In our opinion and according to the information and explanation
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods and services. During the course of our
 audit, we have not observed any continuing failure to correct major
 weakness in internal controls.
 
 5.  (a) We have been informed that particulars of contracts or
 arrangements required to be entered in the register maintained under
 section 301 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanation
 given to us, all the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lacs 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.
 
 6.  In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposits from the public
 within the meaning of section 58A and 58AA of the Companies Act, 1956
 and rules framed there under.
 
 7.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business. However, we
 recommend the internal control systems need to be strengthened in the
 company.
 
 8.  Central Government has not prescribed the maintenance of cost
 records under section 209(1 )(d) of the companies Act, 1956.
 
 9.  (a) The Company is regular in depositing undisputed statutory dues
 including provident fund, investor education and protection fund,
 employee''s state insurance, income tax, sales tax, wealth tax, service
 tax, custom duty, excise duty, cess and other material statutory dues
 with appropriate authorities.
 
 There are no undisputed statutory dues outstanding as at 31st March,
 2011 for a period for more than six months from the date they became
 payable.
 
 (b) According to the information and explanation given to us, the
 details of disputed statutory dues are as follows.
 
 Particulars                      Amount            Matters where 
                                                    Pending
 
 Income Tax Demand for the A.Y 
 2005 - 06                        Rs. 11,44,739/-   Gujarat High
                                                    Court
 
 10.  The Company has no accumulated losses as at 31st March, 2011.The
 company has not incurred cash losses during the financial year covered
 by our audit and also during the immediately preceding financial year.
 
 11.  According to the information and explanations given to us, Company
 has not defaulted in repayment of dues to financial institutions and
 debenture holders during the year.
 
 12.  According to the information and explanations given to us, and the
 representations made by the management, the company has not given any
 guarantee for loans taken by others from any bank or financial
 institution.
 
 13.  In our opinion, the company is not a chit fund or Nidhi/ mutual
 benefit/ society. Therefore clause 4(xiii) of the Companies (Auditors
 Report) Order, 2003 is not applicable to the company.
 
 14.  In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
 2003 is not applicable to the company.
 
 15.  The company has not given any guarantees for loans taken by others
 from banks or financial institutions during the year.
 
 16.  According to the information and explanations given to us, the
 company has not taken term loans during year. However, term loans
 availed in the past has been used for the purpose for which they have
 been raised.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 18.  According to the information and explanations given to us, the
 company has not made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Companies Act, 1956.
 
 19.  According to the information and explanations given to us, the
 company has not issued any debentures during the year under audit.
 
 20.  According to the information and explanations given to us, the
 company has not raised any money by way of public issue during the year
 under audit.
 
 21.  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 Dhirubhai Shah & Co.
                                             Chartered Accountants
 
                                             Harish B. Patel
                                             Partner
                                             Membership No. : 14427
 
 Place: Ahmedabad 
 Date: 21st May, 2011