1. We have audited the attached Balance Sheet of TV Today Network
 Limited (the Company), as at March 31, 2011 and the related Profit
 and Loss Account and Cash Flow Statement for the year ended on that
 date annexed thereto, which we have signed under reference to this
 report. 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 the 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 by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together with Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of The Companies Act, 1956'' of
 India (the ''Act'') 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 further report that:
 
 i. (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the management
 according to a phased programme designed to cover all the items over a
 period of three years which, in our opinion, is reasonable having
 regard to the size of the Company and the nature of its assets.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verified by the Management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 ii. The Company does not have any inventory and hence clause (ii) of
 paragraph 4 of the Companies (Auditor''s Report) Order, 2003 as amended
 by the Companies (Auditor''s Report) (Amendment) Order, 2004, is not
 applicable.
 
 ill (a) 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 Act. Accordingly clauses (iii)(b), (iii)(c),
 (iii)(d) of paragraph 4 of the Companies (Auditor''s Report) Order,
 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order,
 2004 are not applicable.
 
 (b) (1) The Company has taken unsecured loan, from a company covered in
 the register maintained under Section 301 of the Act.  The maximum
 amount involved during the year and the year-end balance of such loans
 aggregates to Rs.3605.40 Lakhs and Rs.  Nil, respectively.
 
 (2) In our opinion, the rate of interest and other terms and conditions
 of such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (3) In respect of the aforesaid loans, the Company is regular in
 repaying the principal amounts as stipulated and is also regular in
 payment of interest, where applicable.
 
 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 fixed assets and for the sale of services.  Further, on the
 basis of our examination of the books and records of the Company, and
 according to the information and explanations given to us, we have
 neither come across nor have been informed of any continuing failure to
 correct major weaknesses in the aforesaid internal control system.
 
 v. (a) In our opinion and according to the information and explanations
 given to us, the particulars of contracts or arrangements referred to
 in Section 301 of the Act have been entered in the register required to
 be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs 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.
 
 vi. The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 viii. The Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of sub-section (1) of
 Section 209 of the Act for any of the products of the Company.
 
 ix. (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, except for
 dues in respect of professional tax, the Company is regular in
 depositing the undisputed statutory dues including investor education
 and protection fund, employees'' state insurance, income-tax, wealth
 tax, service tax, customs duty, excise duty and other material
 statutory dues as applicable, with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of income-
 tax, sales-tax, Wealth tax, service tax, customs duty, excise duty and
 cess which have not been deposited on account of any dispute.
 
 x.  The Company has no accumulated losses as at March 31, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 xi.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 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. The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund / societies are not applicable to the
 Company.
 
 xiv. In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 xv. In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 xvi. In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 xvii. On the basis of an overall examination of the balance
 sheet of the Company, in our opinion and according to the information
 and explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 xviii. The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 xix. The Company has not issued any debentures and there are no
 debentures outstanding as at year end.  Hence, clause (xix) of
 paragraph 4 of the Companies (Auditor''s Report) Order, 2003, as amended
 by the Companies (Auditor''s Report) (Amendment) Order, 2004, is not
 applicable.
 
 xx. The Company has not raised any money by public issues during the
 year.
 
 xxi. During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 4.  Without qualifying our report, we draw attention to note B(11) on
 Schedule Q regarding carrying value of investment in Mail Today
 Newspapers Private Limited (Mail Today) amounting to Rs. 45.S Crores.
 As mentioned in the note/based on projections and independent valuation
 of Mail Today, the Company is of the view that the carrying value of
 the advance is appropriate and accordingly, no provision therefore is
 considered necessary. The carrying value of the investment is dependant
 on the above future developments, the outcome of which cannot be
 presently determined.
 
 5.  Further to our comments 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 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, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) 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 Act;
 
 (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, none of the directors is disqualified as on March 31, 2011
 from being appointed as a director in terms of clause (g) of sub-
 jection (1) of Section 274 of the Act;
 
 (f) in our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act 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 March 31, 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 the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
                                                 For Price Waterhouse
                                        Firm Registration No. 301112E
                                                Chartered Accountants
 
 
                                                                 Sd/-
                                                         S. Mukherjee
                                                              Partner
                                                 Membership No. 57084
 Place: Gurgaon 
 Date : May 30, 2011