Management's Responsibility for the Financial Statements

2. The Company's Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and Design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, of the state of affairs of the Company as at March 31,2015, and its losses and its cash flows for the year ended on that date.

Emphasis of Matter

9. Without qualifying our opinion, we draw attention to Note 1.01 of the financial statements. The Company's operating results has been materially affected due to various factors and as at March 31, 2015, the Company's accumulated losses has fully eroded the net worth of the Company. The appropriateness of the going concern assumption is dependent on the Company's ability to establish consistent profitable operations as well as raising adequate finance to meet its short term and long term obligations. Based on the mitigating factors discussed in the said note, management believes that the going concern assumption is appropriate and no adjustments have been made in the financial statements for the year ended March 31, 2015.

Report on Other Legal and Regulatory Requirements

10. As required by 'the Companies (Auditor's Report) Order, 2015', issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), 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 3 and 4 of the Order.

11. As required by Section 143(3) of the Act, we report that:

(a) We have sought and 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 it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules. 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies Audit and Auditors) Rules. 2014, in our opinion and to the best of our knowledge and belief and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in its financial statements.

ii) The Company has made provision as at March 31, 2015, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015.

Annexure To Independent Auditors' Report

Referred to in paragraph 10 of the Independent Auditors' Report of even date to the members of Broadcast Initiatives Limited on financial statements as of and for the year ended March 31, 2015

i. (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 the items over a period of three years which in our opinion is reasonable having regard to the size of 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 have been noticed on such verification.

ii. The Company is a service company, primarily rendering broadcasting services. Accordingly, it does not hold any physical inventories.

iii. According to the information and explanation given to us and on the basis of records furnished before us, the company has not granted any loans, secured or unsecured to parties covered in the register maintained under section 189 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. 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.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 and 74 of the Act and the rule framed there under to the extent notified.

vi. According to information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government as specified under sub-section (1) of Section 148 of the Act, in respect of the services dealt by the company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is not regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, income tax, sales tax, service tax, and other material statutory dues, as applicable, with the appropriate authorities. The statutory dues outstanding for more than six months from the date they became payable is as below:

Tax Deducted at Source : Rs.1,33,43,496/-

Provident Fund: Rs. 3,88,701/-

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no material dues payable in respect of provident fund, employees' state insurance, income tax, sales tax, service tax, and other material statutory dues, as applicable, with the appropriate authorities as at 31st March 2015 which have not been deposited on account of a dispute.

(c) According to the information and explanations given to us, and the records of the Company examined by us, there was no amount required to be transferred to Investor Education and Protection Fund during the year in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

viii. In our opinion, the Company has accumulated losses as at the end of the financial year which are more than fifty per cent of its net worth. The company has incurred cash losses in the financial year ended on that date and also in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanation given to us, the Company has not taken amount from any financial institution or bank or debenture holders as at the balance sheet date.

x. According to the information and explanations given to us, the company has not given any guarantees for loan taken by others from banks or financial institutions during the year.

xi. According to the information and explanations given to us, the company has not raised any term loans during the year.

xii. During the course of 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 material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Ashok Jayesh & Associates                          Jayesh D Sangani
Chartered Accountants                           Partner (M. No. 036041)
Firm Registration No. 100655W                      Mumbai, May 28, 2015