1.  We have audited the attached Balance Sheet of Zee News Limited
 (the Company) as at March 31, 2011 and also the Profit and Loss
 Account 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 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 (the
 Order) issued by the Central Government of India in terms of sub
 section (4A) of Section 227 of the Companies Act, 1 956, (the Act)
 and on the basis of such checks as we considered appropriate and
 according to the information and explanations given to us during the
 course of audit, we annex hereto a statement on the matters specified
 in paragraphs 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 purpose 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 Section 21 1 (3C) 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, we
 report that none of the directors are disqualified as at March 31, 201
 1 from being appointed as a director in terms of clause (g) of sub
 section (1) of the 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 with
 significant accounting policies and notes to accounts as per Schedule
 o16, 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 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 Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in Paragraph (3) of our report to the members of
 Zee News Limited on the accounts for the year ended March 31, 2011.
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) According to the information and explanations given to us, the
 fixed assets except fixed assets including capital work in progress
 lying with third parties have been physically verified by the
 management during the year and discrepancies found on such
 verification, which were not material, has been properly dealt with in
 books of account. In our opinion, the frequency of such verification is
 reasonable having regard to the size of the Company and nature of its
 assets.
 
 (c) In our opinion, the Company has not disposed off a substantial part
 of its fixed assets during the year and the going concern status of the
 Company is not affected.
 
 (ii) (a) The inventory has been physically verified by the management
 (copyright of programs/films rights verified with reference to title
 documents/agreements) 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 and no discrepancies were noticed on physical verification as
 compared to the book records.
 
 (iii) (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 loan, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 (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, fixed assets and sale of goods and services.
 During the course of our audit, no major weakness has been observed in
 the internal control system in respect of the aforesaid areas.
 
 (v) 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 in pursuance of Section 301 of the Act.
 
 (vi) The Company has not accepted any deposits from the public during
 the year.
 
 (vii) The Company has an internal audit system commensurate with the
 size and nature of its business.
 
 (viii) We are informed that the Central Government has not prescribed
 the maintenance of cost records under Section 209 (1) (d) of the Act in
 respect of the Companys activities.
 
 (ix) According to the records of the Company examined by us and
 information and explanations given to us:
 
 (a) The Company has been generally regular in depositing its statutory
 dues including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Customs Duty, Excise Duty, Cess and others as applicable. There
 are no undisputed amounts payable in respect of the aforesaid dues
 which have remained outstanding as at March 31, 2011 for a period of
 more than six months from the date they became payable.
 
 (b) According to the records of the Company, there are no dues in
 respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
 Excise Duty and Cess, which have not been deposited on account of any
 dispute except the followings:
 
 Name of the Amount Period to Forum where
 
 Statute (in lacs) which the dispute is
 
 (Nature of dues) amount pending
 
 relates
 
 The Income Tax 5.22 Assessment The
 
 Act, 1961 Year Commissioner
 
 2008-09 of Income Tax (Appeals)
 
 (x) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses during the current
 financial year or in the immediately preceding financial year.
 
 (xi) On the basis of our examination of records and according to the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to banks and financial institutions.
 
 (xii) According to the information and explanations given to us, the
 Company has not granted any loans or advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 (xiii) The Company is not a chit fund or a nidhi/mutual benefit
 fund/society.
 
 (xiv) The Company has not dealt in or traded in shares, securities,
 debentures and other investments during the year.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantees for loan taken by others from bank
 or financial institution.
 
 (xvi) According to the information and explanations given to us, the
 term loan raised during the year has been applied for the purposes for
 which they were raised.
 
 (xvii)On the basis of overall examination of the Balance Sheet and cash
 flows of the Company and related information as made available to us,
 we report that no short-term funds have been utilized for long-term
 investments.
 
 (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 secured debentures during the
 year.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi) Based on the audit procedures performed and according to the
 information and explanations given to us no fraud on or by the Company
 has been noticed or reported.
 
 For MGB & Co
 Firm Registration No. 101169W 
 Chartered Accountants
 
 Lalit Kumar Jain
 
 Partner
 
 Membership No. 72664
 
 Place : Mumbai
 Date  : May 25, 2011