1.  We have audited the attached Balance Sheet of UTV Software
 Communications 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 Companys 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 (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004
 (together the “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 give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the 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 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-section (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.
 
 ANNEXURE TO AUDITORS REPORT
 Referred to in paragraph 3 of the Auditors Report of even date to the
 members of UTV Software Communications Limited on the financial
 statements for the year ended March 31, 2011
 
 1.  (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 3 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, the Company has disposed of a substantial part of
 fixed assets during the year. On the basis of our examination of the
 books and records of the Company, and according to the information and
 explanations given to us, in our opinion, the disposal of the said part
 of fixed assets has not affected the going concern status of the
 Company.
 
 2.  (a) The inventory of raw stock of tapes and films has been
 physically verified by the Management during the year.  In our opinion,
 the frequency of verification is reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventory 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, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 3.  (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.
 
 (b) 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 Act.
 
 4.  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, fixed assets and for the sale of goods and
 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.
 
 5.  According to the information and explanations given to us, there
 have been no contracts or arrangements referred to in Section 301 of
 the Act during the year to be entered in the register required to be
 maintained under that Section.  Accordingly, the question of commenting
 on transactions made in pursuance of such contracts or arrangements
 does not arise.
 
 6.  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.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  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.
 
 9.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, except dues
 in respect of sales-tax, the Company is generally regular in depositing
 undisputed statutory dues including investor education and protection
 fund, employees state insurance, income-tax, wealth tax, service tax,
 customs duty, excise duty, cess and other material statutory dues as
 applicable, with the appropriate authorities. The extent of the arrears
 of statutory dues outstanding as at March 31, 2011 for a period of more
 than six months from the date they became payable are as follows :
 
 Name of the        Nature of  Amount    Period to  Due date    Date of
 statute            dues       (Rs. in   which the              Payment
                               (Million) amount
                                         relates
 
 Maharashtra Value  Sales Tax  183.25   April 2005  April 2005      -
 Added Tax Act,                         to  March   to March
 2002                                   2011        2011         
 
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of wealth-tax,
 service-tax, customs duty, excise duty and cess which have not been
 deposited on account of any dispute.
 
 The particulars of dues of income-tax and sales-tax as at March 31,
 2011 which have not been deposited on account of a dispute, are as
 follows :
 
 Name of the     Nature of     Amount     Period to     Forum where the
 statute         dues          (Rs. in    which the     dispute is
                               (Million)* amount        pending
                                          relates
 
 Income-tax Act, Tax Deducted   1.99      AY 2008-09    Income Tax
 1961            at Source                to AY 2011-12 Officer (TDS)
 
 Bombay Sales    Sales Tax      5.27      FY 2003-04    Deputy 
 Tax Act, 1959                            and FY        Commissioner
                                          2004-05       of Sales Tax 
                                                        (Appeal)
 
 * Net of amount deposited under protest
 
 10.  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.
 
 11.  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.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund / societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  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 or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 16.  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.
 
 17.  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.
 
 18.  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.
 
 19.  The Company has created security or charge in respect of
 debentures issued and outstanding at the year-end.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  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.
 
 
 
 
                                              For Price Waterhouse & Co
                                      Firm Registration Number: 007567S 
                                                  Chartered Accountants
 
 
 
                                                           Partha Ghosh
                                                                Partner 
                                              Membership Number F-55913
 
 
 Place : Mumbai 
 Date  : May 30, 2011