1.  We have audited the attached Balance Sheet of Zee Entertainment
 Enterprises Limited (the Company) as at 31 March, 2012, the
 statement of profit and Loss and the cash Flow statement of the company
 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 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 (the
 ''order'') issued by the central Government of india in terms of
 section 227(4A) of the companies act, 1956 (the act), and on the
 basis of such checks as we considered appropriate and according to the
 information and explanations given to us, we annex hereto a statement
 on the matters specified in paragraph 4 and 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 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, the statement of profit and Loss and the cash
 FIow statement dealt with by this report are in agreement with the
 books of account;
 
 (d) in our opinion, the Balance sheet, the statement of profit and Loss
 and the cash Flow statement dealt with by this report comply with the
 accounting standards referred to in section 211 (3c) of the Act;
 
 (e) on the basis of written representations received from the
 directors, as at 31 march, 2012 and taken on record by the Board, we
 report that none of the Director is disqualified as at 31 march, 2012
 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 accounts read together the notes
 thereon, give the information required by the Act, 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, 2012;
 
 ii) in the case of the statement of profit and Loss, of the profit of
 the company for the year ended on that date; and
 
 iii) in the case of the cash FIow statement, of the cash flows of the
 company for the year ended on that date.
 
 Annexure referred to in Paragraph (3) of Auditors'' Report to the
 members of Zee Entertainment Enterprises Limited on the accounts for
 the year ended 31 March, 2012
 
 1) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of its fixed
 assets.
 
 (b) All the fixed assets, except assets lying with third parties, have
 been physically verified by the management during the year.  in our
 opinion, this periodicity of physical verification is reasonable having
 regard to the size of the company and the nature of its assets. As
 informed, no material discrepancies were noticed on such verification.
 
 (c) During the year, there was no disposal of substantial part of fixed
 assets.
 
 2) (a) the inventory has been physically verified (copyrights of
 programs and film/movie rights verified with reference to title
 documents/agreements) by the management at reasonable intervals during
 the year.
 
 (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) in our opinion, the company has maintained proper records of
 inventory. As explained to us, there were no discrepancies noticed on
 physical verification as compared to the book records.
 
 3) (a) the company has not granted any loan, 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 loan, 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 adequate internal control system commensurate
 with the size of the company and the nature of its business with regard
 to purchases of inventory, fixed assets and sale of goods and services.
 During the course of our audit, we have not observed any continuing
 failure to correct major weaknesses in the internal control system in
 respect of the aforesaid areas.
 
 5) according to the information and explanations given to us, there are
 no contracts or arrangements the particulars of which are required to
 be entered into the register maintained in pursuance to section 301 of
 the Act.
 
 6) the company has not accepted any deposits from the public during the
 year.
 
 7) in our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 8) We have broadly reviewed the cost records maintained by the company
 pursuant to the companies (cost Accounting Records) Rules, 2011
 prescribed by the central Government under section 209 (1) (d) of the
 companies Act, 1956 and are of the opinion that prima facie the
 prescribed cost records have been maintained. We have, however, not
 made a detailed examination of the cost records with a view to
 determine whether they are accurate or complete.
 
 9) According to the records of the company examined by us and
 information and explanations given to us:
 
 (a) undisputed statutory dues including provident fund, investor
 education and protection fund, income tax, sales tax, wealth tax,
 service tax, custom duty, excise duty, cess and others as applicable
 have generally been regularly deposited with the appropriate
 authorities. there are no undisputed amounts payable in respect of the
 aforesaid dues which have remained outstanding as at 31 March, 2012 for
 a period of more than six months from the date they became payable.
 
 (b) According to the records of the Company, the dues of service tax,
 income tax and wealth tax which are not deposited on account of any
 dispute are as under:
 
 Name of the 
 statute        Nature of the 
                Dues             Amount   period to 
                                          which the       Forum where
                                (Rs/
                                 million) amount relate   dispute is 
                                                          pending
                                     1    F.Y.2004-2005
 
                                   312    F.Y.2006-2007   Commissioner of
                                                          Service Tax
 
                                   148    F.Y.2007-2008
 
 The Central 
 Excise 
 Act, 1944      Service Tax          2    F.Y.2006-2007   Commissioner of 
                                                          Central
                                                          Excise 
                                                         (Appeals)
 
                                     0    F.Y.2006-2007,  Customs Excise
                                                          and
                           (Rs 176,706)*  F.Y.2007-2008   Service Tax 
                                                          Appellate
                                                          Tribunal
 
                Tax 
                Deducted 
                at Source          932    F.Y.2005-2006 
                                          to
               (including 
                interest)                 F.Y.2009-2010
 
 The income 
 Tax Act, 1961                      90    F.Y.2005-2006   Commissioner of
                income Tax         434    F.Y.2007-2008   income Tax
                                                         (Appeals)
 
                                     3    F.Y.2008-2009
 
                                     1    F.Y.2004-2005
 
 The Wealth 
 Tax Act, 1957  Wealth Tax                                Commissioner of
                                     0    F.Y.2005-2006 
                                                          income Tax 
                                                         (Appeals)
                           (Rs 488,416)*
 
 * represents absolute amount
 
 10) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses in the current
 financial year or in the immediately preceding financial year.
 
 11) The Company has not defaulted in repayment of dues to banks and
 financial institutions during the year.
 
 12) The Company has not granted any loans or advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13) The Company is not chit fund or a nidhi / mutual benefit fund /
 society.
 
 14) The Company is not dealing in or trading in shares, securities,
 debentures and other investments.
 
 15) in our opinion, the terms and conditions of guarantees given by the
 Company for loans taken by subsidiaries and others are prima-facie not
 prejudicial to the interests of the Company.
 
 16) The Company has not raised any term loan during the year.
 
 17) According to information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, we are of the
 opinion that funds raised on short term basis have not been used for
 long term investments.
 
 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.
 
 19) The Company has not issued any secured debentures during the year.
 
 20) The Company has not raised any money by public issue during the
 year.
 
 21) Based on the audit procedures performed and according to the
 information and explanations given to us, we report that no fraud on or
 by the Company has been noticed or reported during the year.
 
 
  
                                                            For MGB & Co
 
                                                   Chartered Accountants
 
                                        Firm Registration Number 101169W
 
                                                       Hitendra Bhandari
 
                                                                 partner
 
                                                Membership Number 107832
 
                                                    Mumbai, 21 May, 2012