1.   We have audited the attached Balance Sheet of Television
 Eighteen India Limited, (the Company) as at 31 March, 2010,
 the Proft and Loss Account and the Cash Flow Statement of
 the Company for the year ended on that date, both annexed
 thereto. These fnancial statements are the responsibility of the
 Companys Management. Our responsibility is to express an
 opinion on these fnancial 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 fnancial statements are free of
 material misstatements. An audit includes examining, on a test
 basis, evidence supporting the amounts and the disclosures in
 the fnancial statements. An audit also includes assessing the
 accounting principles used and signifcant estimates made by
 the Management, as well as evaluating the overall fnancial
 statement presentation. We believe that our audit provides a
 reasonable basis for our opinion.
 
 3.   As required by the Companies (Auditors Report) Order, 2003
 (CARO) issued by the Central Government in terms of Section
 227(4A) of the Companies Act, 1956, we enclose in the Annexure
 a statement on the matters specifed in paragraphs 4 and 5 of the
 said Order.
 
 4.   Without qualifying our report, attention is invited to Note 11 of
 Schedule 16 to the fnancial statements wherein it is stated that
 Company has long term investments of Rs. 27,768.95 lakhs
 in quoted equity shares. The market value of these quoted
 investments as at 31 March, 2010 aggregates to Rs. 7,472.75
 lakhs. The Company also has an investment of Rs. 1,335.43 lakhs
 in a subsidiary, the net worth of which has been eroded. However,
 having regard to continued long term strategic involvement,
 management is of the view that no provision is considered
 necessary for diminution in the value of these investments.
 
 5.   Further to our comments in the Annexure referred to in paragraph
 3 above, we report as follows:
 
 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 it appears from our
 examination of those books;
 
 c.   the Balance Sheet, the Proft 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 Proft and Loss Account
 and the Cash Flow Statement dealt with by this report are
 in compliance with the Accounting Standards referred to in
 Section 211(3C) of the Companies Act, 1956;
 
 e.   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:
 
 i.  in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 March, 2010;
 
 ii.  in the case of the Proft 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 fows
 of the Company for the year ended on that date.
 
 f.  On the basis of the written representations received from the
 Directors as on 31 March, 2010 taken on record by the Board of
 Directors, none of the Directors is disqualifed as on 31 March, 2010
 from being appointed as a director in terms of Section 274(1)(g) of the
 Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 i.  In respect of its fxed assets:
 
 a.  The Company has maintained proper records showing full particulars,
 including quantitative details other than for situation of some of its
 fxed assets.
 
 b.  According to the information and explanations given to us, the
 Company has a regular programme of physical verifcation of its fxed
 assets by which fxed assets are verifed by the Management in a phased
 manner over a period of three years. In accordance with this programme,
 certain fxed assets were verifed during the year and no material
 discrepancies were noticed on such verifcation.  In our opinion, this
 periodicity of physical verifcation is reasonable having regard to the
 size of the Company and the nature of its assets.
 
 c.  The fxed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fxed assets of the Company and
 such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 ii.  In respect of its inventory:
 
 a.  As explained to us, the inventories were physically verifed during
 the year by the Management at reasonable intervals.
 
 b.  In our opinion and according to the information and explanations
 given to us, the procedures of physical verifcation of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c.  In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verifcation.
 
 iii. In respect of loans, secured or unsecured, granted by the Company
 to companies, frms or other parties covered in the Register under
 Section 301 of the Companies Act, 1956, according to the information
 and explanations given to us
 
 a.  The Company has granted loans aggregating Rs. 1,893.18 lakhs to 2
 parties during the year. At the year-end, the outstanding balances of
 such loan aggregated Rs. 592.16 lakhs (from 4 parties) and the maximum
 amount involved during the year was Rs. 4,946.84 lakhs (from 8
 parties).
 
 b.  The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interests of
 the Company.
 
 c.  As per the information and explanations given to us, the loans
 referred to in paragraph iii a above, being receivable on demand,
 together with interest, repayments made during the year are as mutually
 agreed.
 
 d.  According to the information and explanations given to us, the
 other terms and conditions of the loans given by the Company are prima
 facie not prejudicial to the interest of the Company and there are no
 overdue amounts in respect of above loans including interest thereon.
 
 e.  The Company has not taken any loans, secured or unsecured from
 parties listed in the register maintained under Section 301 of the
 Companies Act, 1956.
 
 iv. In our opinion, and according to the information and explanations
 given to us, having regard to the explanations that some of the fxed
 purchased, goods sold and services rendered are of a special nature and
 suitable alternative sources are not readily available for obtaining
 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 purchases of inventory and fxed assets and the
 sale of goods and services. During the course of our audit, we have not
 observed any major weakness in such internal control system.
 
 v. In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 a.  the particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 b.  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 Rs. 5 lakhs in respect of any
 party during the year having regard to the explanation that some of the
 services rendered/purchased are of a specialised nature for which there
 are no alternate sources of supply to enable comparison of prices,
 these have been made at prices which are reasonable to prevailing
 market prices as at the relevant time.
 
 vi. In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
 to the deposits accepted from the public. According to the information
 and explanations given to us, no order has been passed by the Company
 Law Board or the National Company Law Tribunal or the Reserve Bank of
 India or any Court or any other Tribunal.
 
 vii. In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 viii. According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956
 for the Company.
 
 ix. According to the information and explanations given to us in
 respect of statutory dues:
 
 a.   The Company has been generally regular in depositing
 its undisputed statutory dues including Provident Fund,
 Investor Education and Protection Fund, Employees State
 Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 tax, Customs Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities. We are
 informed that the Companys operations did not give rise
 to any Excise Duty.
 
 b.   There are no undisputed amounts payable in respect of
 Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Service tax, Customs Duty, Cess and other
 material statutory dues in arrears as at 31 March, 2010
 for a period of more than six months from the date they
 became payable. We are informed that the Companys
 operations did not give rise to any Excise Duty.
 
 c.   Dues of income tax that have not been deposited on
 account of disputes are as follows:
 
 Name of       Nature    Forum where     Period to which    Amount
 
 Statute        of       the dispute is  the amount         (Rs.)
 
               dispute     pending         relates
 
 Income Tax    Transfer     Income         2001-02        2,474,434
 
 Act, 1961     Pricing    Tax Appelate
                           Tribunal
 
 Income Tax   Transfer    Commissioner     2002-03        51,614
 
 Act, 1961    Pricing     of Income Tax
 
                            (Appeals)
 
 There are no dues in respect of Wealth Tax, Sales Tax,
 Customs Duty, Service Tax and Cess which have not been
 deposited on account of any dispute.
 
 x The Company does not have any accumulated losses as at the
 year end and the Company has not incurred cash losses in the
 fnancial year and in the immediately preceding fnancial year.
 
 xi. In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment
 of dues to banks and fnancial institutions. According to the
 information and explanations given to us, the Company did not
 have any outstanding debentures during the year.
 
 xii. According to the information and explanations given 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. Accordingly, the provisions of clause 4(xii) of the
 Order are not applicable to the Company.
 
 xiii. According to the information and explanations given to us,
 the Company is not a chit fund or a nidhi/mutual beneft fund/
 society. Accordingly, the provisions of clause 4(xiii) of the
 Order are not applicable to the Company.
 
 xiv. According to the information and explanations given to us,
 the Company is not dealing 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.
 
 xv. In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given
 by the Company for loans taken by others from banks and
 fnancial institutions are not prima facie prejudicial to the
 interests of the Company.
 
 xvi. According to the information and explanations given to us,
 other than for term loans of Rs. 10,820.51 lakhs at the year
 end, which as indicated in Note 8 of Schedule 16 are yet to be
 utilised for the purpose for which these were obtained, in our
 opinion, other term loans have been applied for the purpose for
 which they were obtained.
 
 xvii. In our opinion and according to the information and
 explanations given to us and on an overall examination of the
 Balance Sheet, we report that funds raised on short-term basis
 have not been used during the year for long- term investment.
 
 xviii. According to the information and the explanation 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. Accordingly,
 the provisions of clause 4(xvii) of the Order are not applicable
 to the Company.
 
 xix. According to the information and explanations given to us, the
 Company had not issued any debentures during the period
 covered by our audit report. Accordingly, the provisions of
 clause 4(xix) of the Order are not applicable to the Company.
 
 xx. The Management has disclosed the end use of money raised
 by rights issues and we have verifed the same.
 
 xxi. To the best of our knowledge and according to the information
 and explanations given to us, no fraud by the Company and no
 fraud on the Company has been noticed or reported during the
 year.
 
 
                               For DELOITTE HASKINS & SELLS
 
                                      Chartered Accountants 
                            (Firm Registration No: 015125N)
 
                                               ALKA CHADHA
 
 Noida                                             Partner
 
 28 May, 2010                       (Membership No. 93474)