Management's Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perfonn the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2014;

b) In the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on the date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on the date.

Report on Other Legal & Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow

Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956; -

e) On the basis of written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in paragraph 1 of the our report of even date to the Members of AASTHA BROADCASTING NETWORK LIMITED, on the accounts of the company for the year ended 31st March, 2014

1. In respect of Fixed Assets

a. The Company is maintaining proper records showing full particulars including quantitative details and situations of its Fixed Assets.

b. The Fixed Assets of the Company have been physically verified by the management during the period, frequency of which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies between the book records and physical inventory have been noticed on such verification.

c. The Company has not disposed off the fixed assets hence the going concern concept would not effect.

2. In respect of Inventories

a. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is 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 inventory records, in our opinion, the Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification as compared to the book records.

3. As informed, in respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. The Company has not granted any loans to Companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956.

b. The Company has not taken any Loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion the company has adequate internal control procedures commensurate with the size and the nature of its business for purchase of inventories, fixed assets and also for the sale of goods and services. During the course of our Audit we have not observed any major weakness in internal controls.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transactions that needed to be entered into register have been so entered.

(b) In our opinion and according to the information and explanation given to us, in respect of transactions made in pursuance of the contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the Company has internal audit system commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the records, information & explanation provided to us, the company is generally regular in depositing with appropriate authorities 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 any other material statutory dues applicable to it except Service Tax of Rs 160872/-which have remained outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable and the Company had filed an appeal against the said liability before CESTAT

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues of Income tax, Sales tax, Wealth tax, custom duty, excise duty and cess. The details of disputed dues as 31st March, 2014 in respect of service tax, are as follows

Name of  Nature of    Amount Rupees      Period to which the 
statute  dues                            amount relates (various
                                         years covering the period)

10. The Company has accumulated losses at the end of the financial period which are More than fifty per cent of its net worth. The Company has incurred cash losses

section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transactions that needed to be entered into register have been so entered.

(b) In our opinion and according to the information and explanation given to us, in respect of transactions made in pursuance of the contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the Company has internal audit system commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the records, information & explanation provided to us, the company is generally regular in depositing with appropriate authorities 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 any other material statutory dues applicable to it except Service Tax of Rs 160872/-which have remained outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable and the Company had filed an appeal against the said liability before CESTAT

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues of Income tax, Sales tax, Wealth tax, custom duty, excise duty and cess. The details of disputed dues as 31st March, 2014 in respect of service tax, are as follows :-

Name of   Nature of    Amount Rupees   Period to which the
statute   dues                         amount relates (various
                                       years covering the period)

10. The Company has accumulated losses at the end of the financial period which are More than fifty per cent of its net worth. The Company has incurred cash losses

                                               FOR K. U. KOTHARI & CO.
                                               CHARTERED ACCOUNTANTS 
                                               F.R.No. 105310W

PLACE: MUMBAI                                  PRAKASH CHECHANI
                                               (PARTNER)
                                               M.No. 104203