1.  We have audited the attached Balance Sheet of Sun TV Network
 Limited (''the Company'') 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 (as
 amended) issued 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 paragraphs 4
 and 5 of the said Order.
 
 4.  Furtherto ourcomments in theAnnexure referred to above, we
 reportthat:
 
 i. We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary forthe purposes of our
 audit;
 
 ii. 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;
 
 iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv. 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
 Companies Act, 1956;
 
 v. On the basis of the 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; and
 
 vi. 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 Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India;
 
 a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date Re: Sun
 TV Network Limited
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year, but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (c) There was no disposal of substantial part of fixed assets during
 the year.
 
 (ii) (a) The Management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verification of inventory followed by
 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 and no
 material discrepancies were noticed on physical verification.
 
 (iii)(a) The Company has granted unsecured loans to two Companies
 covered in the register maintained under section 301 of the Companies
 Act, 1956. The maximum amount involved during the year was Rs. 30.9
 million and the year-end balance of loans granted to such Companies was
 Rs. 28.8 million.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loan are not prima facie prejudicial to the interest of the
 Company.
 
 (c) The loans granted are re-payable on demand. We are informed that
 the Company has not demanded repayment of any such loan during the
 year, and thus, there has been no default on the part of the parties to
 whom the money has been lent. The payment of interest has been regular.
 
 (d) There is no overdue amount of loans granted to companies, firms or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (e) According to 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, the provisions of clause
 4 (iii) (e) to (g) of Order are not applicable to the Company and hence
 not commented upon.
 
 (iv) 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 and fixed assets and for the sale of services.
 The activities of the Company did not involve sale of goods. During the
 course of our audit, we have not observed any major weakness or
 continuing failure to correct any major weakness in the internal
 control system of the company in respect of these areas.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Companies Act, 1956 that
 need to be entered into the register maintained under section 301 have
 been so entered.
 
 (b) In our opinion and according to information and explanations given
 to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding Rupees five lakhs have been entered into
 during the financial year at prices which are reasonable having regard
 to the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) 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) of section 209 of the Companies Act,
 1956fortheproductsoftheCompany.
 
 (ix)(a)The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees'' state insurance,
 income-tax, wealth-tax, service tax, customs duty, excise duty, cess
 and other material statutory dues applicable to it. The provisions
 relating to sales tax are not applicable to the Company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the Company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, customs duty, excise duty, cess and other
 material statutory dues were outstanding, at the year end, for a period
 of more than six months from the date they became payable. The
 provisions relating to sales tax are not applicable to the Company.
 
 c) According to the records of the Company, the dues outstanding of
 income-tax and customs duty, on account of any dispute, are as follows:
 
 Name of the    Nature of dues   Amount  Period to which  Forum where
 statute                         (Rs in
                                million)  the amount 
                                          relates         dispute is 
                                                          pending
 
 Income tax     Income Tax         5.8*   FY 2002 - 03    Commissioner of
 Act, 1961                                                Income Tax 
                                                         (Appeals)
 
 Income tax     Income Tax         4.9*   FY 2004 - 05    Commissioner of
 Act, 1961                                                Income Tax 
                                                         (Appeals)
 
 Income tax     Income Tax       190.0    FY 2005-06      Commissioner of
 Act, 1961                                                Income Tax 
                                                         (Appeals)
 
 Income tax     Income Tax       387.0    FY 2006 - 07    Commissioner of
 Act, 1961                                                Income Tax 
                                                         (Appeals)
 
 Income tax     Income Tax       142.4    FY 2007-08      Commissioner of
 Act, 1961                                                Income Tax 
                                                         (Appeals)
 
 Customs        Differential       5.0    FY 2007 - 08    Customs, 
                                                          Excise and
 Act, 1962      customs duty                              Service Tax 
                                                          Appellate
                                                          Tribunal
 
 According to information and explanations given to us, there are no
 dues of wealth-tax, service tax, excise duty, sales tax and cess which
 are outstanding on account of any dispute.
 
 * Out of the above, an amount of Rs. 10.7 million has been deposited
 with the concerned authorities under protest.
 
 (x) 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.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution or bank. The Company did not have any outstanding
 debentures during the year.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) 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 (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (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 no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) We have verified that the end use of money raised by public issues
 is as disclosed in the notes to the financial statements.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
 
 
 For S.R. BATLIBOI &ASSOCIATES 
 
 Firm registration number: 101049W
 
 Chartered Accountants
 
 per S Balasubrahmanyam
 
 Partner
 
 Membership No.:053315
 
 Chennai
 
 May 26,2011