1.  We have audited the attached Balance sheet of SEA TV NETWORK
 LIMITED, as at 31/03/2011 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 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 Central Government of India, in terms of sub-section
 (4A) of Section 227 of the companies Act, 1956, we enclose in the
 Annexure a statement on the matters specified in paragraph 4 & 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 purpose of Our
 audit;
 
 (b) In Our opinion, proper books of accounts as required by the law
 have been kept by the Company so far as it 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 accounts;
 
 (d) In Our opinion the Balance Sheet, Profit & 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
 Companies Act, 1956.
 
 (e) On the basis of written representations received from the directors
 as of 31/03/2011 and taken on record by the board of directors, We
 report that none of the directors is disqualified as of 31/03/2011 from
 being appointed as a director in terms of clause (g) of sub-section (1)
 of Section 274 of the Companies Act, 1956.
 
 (f) In Our opinion and to the best of Our information and according to
 the explanations given to us, read with significant accounting policies
 and notes on Accounts mentioned in schedule-Q, the said accounts give
 the information required by the Companies Act, 1956, in the manner so
 required 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 31/03/2011;
 
 (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 Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 1.  In respect of its fixed assets:
 
 (a) The company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) Fixed assets have been physically verified by the management at
 reasonable intervals; No material discrepancies were noticed on such
 verification.
 
 (c) No substantial part of fixed assets have been disposed off during
 the year.
 
 2.  In respect of its inventories:
 
 (a) There is no stock, as the company is a service company. Hence no
 physical verification has taken place during the year.
 
 (b) In the absence of stock, comments on reasonableness and adequacy of
 procedures for physical verification are not applicable.
 
 In the absence of stock, neither physical verification were carried
 out, nor discrepancies were noticed.
 
 3.  In respect of loans granted and taken to / from parties covered in
 the register maintained u/s 301 of the Companies Act, 1956.
 
 (a) As informed, the company has not granted any loans, secured or
 unsecured to companies, firms or other parties covered in the register
 maintained u/s 301 of the companies Act-1956.
 
 (b) Not applicable
 
 (c) Not applicable
 
 (d) Not applicable
 
 (e) The company has taken loan from three directors covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount involved during the year was Rs.55.94 lacs and the year
 end balance of loans taken from such parties was Rs. Nil.
 
 (f) In our opinion, the rate ointerest and other terms and conditions
 on which loan has been taken from parties covered in the register
 maintained under section 301 of the Companes Act, 1956 are not prima
 facie, prejhudicial to the interest of the company.
 
 (g) There was no balance as at the end of year.
 
 4.  In respect of internal control
 
 In our opinion and according to the information and explanations given
 to us there are adequate internal control system commensurate with the
 size of the company and the nature of its business, for the purchase of
 inventory and fixed assets and for the sale of services. During the
 course of audit, We have not observed continuing failure to measure
 correct weaknesses in internal control system.
 
 5 In respect of contracts or arrangements need to be entered into a
 register maintained u/s 301 of the Companies Act, 1956
 
 (a) According to the information and explanation given to us, we are of
 the opinion that 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 explanation
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the companies Act 1956 are made at price which are reasonable having
 regard to prevailing market prices at the relevant time.
 
 6.  In respect of deposits from public
 
 In our opinion and according to the information & explanations given to
 us, the company has not accepted any deposit from public during the
 year.
 
 7.  In respect of internal audit system
 
 In our opinion, the Company has an internal audit system commensurate
 with its size and nature of business.
 
 8.  in respect of maintenance of cost records
 
 To the best of our knowledge and as explained, the Central Government
 has not prescribed maintenance of cost records under clause (d) of
 sub-section (1) section 209 of the companies Act, 1956 for the products
 of the company.
 
 9.  In respect of statutory dues
 
 (a) The company is regular in depositing with appropriate authorities
 undisputed statutory dues including provident fund, investor education
 protection fund, employees` state insurance, income tax, sales tax,
 wealth tax, service tax, custom duty, excise duty, Cess and other
 material statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax,wealth tax,
 services tax ,sales tax, custom duty, excise duty and cess were in
 arrears, as at 31st March, 2011 for a period of more than six months
 from the date they became payable.
 
 10.  In respect of accumulated losses and cash losses
 
 The company has no accumulated losses at the end of the financial year
 and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 11.  In respect of dues to financial institution / banks / debentures
 
 Based on our audit procedures and as per the information and
 explanation given by the management, we are of the opinion that the
 company has not defaulted in repayment of dues to financial institution
 or bank.
 
 12.  In respect of loans and advances granted on the basis of security
 
 According to the information and explanation given to us and based on
 the documents and records provided to us, the company has not granted
 loans and advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13.  In respect of provisions applicable to Chit fund
 
 In our opinion and according to information and explanations given to
 us the company is not chit fund or a nidhi or mutual benefit
 fund/society. Accordingly, the provisions of clause 4(xiii) of the
 Order are not applicable to the company.
 
 14.  In respect of dealing or trading in shares, securities, debentures
 and other investment
 
 According to information and explanations given to us the company is
 not dealing in or trading in shares, securities, debentures and other
 investments. Accordingly, the provisions of clause 4(xiv) of the Order
 are not applicable to the company.
 
 15.  In respect of guarantee given for loans taken by others
 
 On the basis of records examined by us and information provided by the
 management, we are of the opinion that the company has not given
 guarantees for loans taken by other from banks or financial
 institutions.
 
 16.  In respect of application of term loans
 
 Based on information and explanations given to us by the management,
 the term loans raised by the company during the year were applied for
 the purpose for which it were obtained.
 
 17.  In respect of fund used
 
 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.  In respect of preferential allotment of shares
 
 The company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained u/s 301 of the
 Act, during the year.
 
 19.  In respect of securities created for debentures
 
 The company has not issued any debentures during the year. Therefore
 provisions of clause 4(xix) of the Order are not applicable to the
 company.
 
 20.  In respect of end use of money raised by public issues
 
 The company has disclosed on the end use of money raised by public
 issues and the same has been verified.
 
 21.  In respect of fraud
 
 Based upon the audit procedures performed for the purpose of reporting
 the true and fair iew of the financial statements and as per the
 information and explanations giben by the management, we report that no
 fraud on or by the company has been noticed or reported during course
 of our audit.
 
 For Surendra G. & Company 
 (Chartered Accountants) 
 Firm Registration No. 001757C
 
 SD/-
 (Surendra Kumar Garg)
 Proprietor
 
 MNo. 070974
 
 Placa: Agra 
 
 Dated: 19th May 2011