Dish TV India Ltd

To,

The Members

Dish TV India Limited

1. We have audited the attached Balance Sheet of Dish TV India Limited ("theCompany") as at March 31, 2010 and also the Profit and Loss Account and the Cash FlowStatement for the year ended on that date, annexed thereto. These financial statements arethe responsibility of the Company's management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally acceptedin India. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 (the 'Order') issued bythe Central Government of India in terms of Section 227(4A) of the Companies Act, 1956("the Act"), on the basis of such checks as we considered appropriate andaccording to the information and explanations given to us, we annex hereto a statement onthe matters specified in paragraph 4 and 5 of the said Order.

4. No provision is made for the diminution in the value of investments (includingadvance share application money of Rs. 13,110.76 lacs as required by AS 13"Accounting for investments" and impairment of assets of Rs. 2009.48 lacs asrequired by AS 28 "Impairment of assets". Had these adjustments made, loss forthe year would have been higher by Rs. 15,120.24 lacs. However this loss is proposed to beadjusted against General Reserve as per the Composite Scheme of Amalgamation andArrangement filed in the High Court as referred to in Note no. 24.

5. Further to our comments in the Annexure referred to in paragraph (3) above, wereport that:

a) We have obtained all the information and explanations, which to the best of ourknowledge 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 theCompany, so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt with by this report comply with the accounting standards referred to in sub-section(3C) of Section 211 of the Act except for para 4 above;

e) On the basis of written representations received from the directors, and taken onrecord by the Board, we report that none of the directors is disqualified as at March 31,2010 from being appointed as a director in terms of clause (g) of sub-section (1) ofSection 274 of the Act;

f) Subject to comments at para 4 above, and in our opinion and to the best ofour information and according to the explanations given to us, the said accounts readtogether the significant accounting policies and notes thereon give the informationrequired by the Act, in the manner so required and give a true and fair view in conformitywith 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 March31, 2010;

ii) In the case of the Profit and Loss Account, of the Loss of the Company for the yearended on that date; and

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on thatdate.

L. K. Shrishrimal

Partner

Membership No. 72664

For and behalf of

MGB & Co

Firm Registration No. 101169W

Chartered Accountants

Place : Noida

Dated : October 26, 2010

Annexure referred to in paragraph 3 of Auditors' Report to the members of Dish TV IndiaLimited on the accounts for the year ended March 31, 2010.

i) a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of its fixed assets.

b) According to the information and explanations given to us, the fixed assets, otherthan consumer premises equipments (CPE) installed at the customer premises and CPE underCapital Work in Progress which is major part of the fixed assets, have been physicallyverified by the management as per the phased program of verification and no discrepancieswere noticed on such verification. In our opinion the frequency of verification isreasonable having regard to the size of the Company and nature of its assets.

c) During the year, there was no disposal of substaintial part of fixed assets.

ii. a) The inventory has been physically verified by the management at the end of theyear. In our opinion, the frequency of such verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by themanagement are reasonable and adequate in relation to the size of the Company and thenature of its business.

c) In our opinion, the Company has maintained proper records of the inventory and nodiscrepancy were noticed on physical verification as compared to book records.

iii. a) The Company has not granted any loan, secured or unsecured to companies, firmsor other parties covered in the register maintained under Section 301 of the Act.Therefore, clause 4(iii)(b), (c) and (d) of the Order are not applicable to the Company.

b) The Company has not taken any loan, secured or unsecured from companies, firms orother parties covered in the register maintained under Section 301 of the Act. Thereforeclause 4(iii)(f) and (g) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, thereis an adequate internal control system commensurate with the size of the Company and thenature of its business with regard to purchase of inventory, fixed assets and sale ofgoods and services. During the course of our audit, we have not observed any continuingfailure to correct major weakness in the internal control system.

v. a) Based on the audit procedures applied by us and according to the information andexplanations given to us, the transactions made in pursuance of contracts or arrangements,that need to be entered in the register maintained under Section 301 of the Act have beenso entered.

b) In our opinion and according to the information and explanations given to us, thetransaction made in pursuance of contracts or arrangements entered into the registermaintained under Section 301 of the Act and exceeding the value of Rupees five lacs inrespect of each party during the year, have been made at prices which is prima faciereasonable having regard to the prevailing market prices (where such market priceavailable) at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning ofSection 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 itssize and nature of its business.

viii. We are informed that the Central Government has not prescribed maintenance ofcost records under Section 209 (1) (d) of the Act in respect of the Company's activities.

ix. According to the records of the Company examined by us and information andexplanations given to us:

a) The Company has been generally regular in depositing (except delay in few cases) itsstatutory dues including Provident Fund, Investor Education and Protection Fund, EmployeesState Insurance, Income Tax, Value Added Tax/Sales Tax, Wealth Tax, Customs Duty, ExciseDuty, Service Tax, Entertainment Tax, Cess and others as applicable. There are noundisputed amounts payable in respect of the aforesaid dues which have been remainedoutstanding as at March 31, 2010 for a period of more than six months from the date theybecame payable except Rs. 24.31 lacs payable under Central Sales Tax Act, 1956.

b) According to the information and explanations given to us, there are no dues ofIncome Tax, Value Added Tax/Sales Tax, Custom Duty, Wealth Tax, Excise Duty and Cess whichhave not been deposited on account of any dispute except the following:

x. The accumulated losses of the Company are more than fifty percent of its networth at the end of the year. The Company has not incurred cash losses during the yearhowever had incurred cash losses in the immediately preceding year.

xi. Based on our audit procedures and as per information and explanations given by themanagement, we are of the opinion that the Company has not defaulted in repayment of duesincluding interest to Banks and Financial Institutions during the year consideringreschedulement.

xii. According to the information and explanations given to us, the Company has notgranted any loans or advances on the basis of security by way of pledge of shares,debentures and other securities.

xiii. According to the information and explanations given to us, the Company is notchit fund or a nidhi / mutual benefit fund / society.

xiv. The Company has not dealt in or traded in shares, securities, debentures and otherinvestments.

xv. According to the information and explanations given to us, the Company has notgiven any guarantees for loan taken by others from banks and financial institutions.

xvi. According to the information and explanations given to us and based on overallexamination of records, in our opinion, term loan availed by the Company has been appliedfor the purpose for which the loans were raised, except Rs. 17,327.12 lacs raisedduring the preceding financial year is not used for the purposes it was raised.

xvii. On the basis of overall examination of Balance Sheet and the Cash Flow Statementof the Company and related information as made available to us, we report that fundsraised on short term basis have not been used for long-term investments.

xviii. The Company has not made any preferential allotment of shares to parties andcompanies 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 management has disclosed (at Note nos. 36 & 35) the end use of money raisedthrough Global Depository Receipts issued during the year and proceeds of Rights issuemade during the preceeding financial year.

xxi. Based on the audit procedures and according to the information and explanationgiven to us, we report that no fraud on or by the Company has been noticed or reportedduring the year.

L. K. Shrishrimal

Partner

Membership No. 72664

For and behalf of

MGB & Co

Firm Registration No. 101169W

Chartered Accountants

Place : Noida

Dated : October 26, 2010