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New Delhi Television Ltd.

BSE: 532529 Sector: Media
NSE: NDTV ISIN Code: INE155G01029
BSE LIVE 15:26 | 25 Sep 55.75 2.65
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NSE 15:28 | 25 Sep 55.45 2.60
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OPEN 55.75
PREVIOUS CLOSE 53.10
VOLUME 40438
52-Week high 92.20
52-Week low 33.50
P/E
Mkt Cap.(Rs cr) 359
Buy Price 55.75
Buy Qty 89883.00
Sell Price 0.00
Sell Qty 0.00
OPEN 55.75
CLOSE 53.10
VOLUME 40438
52-Week high 92.20
52-Week low 33.50
P/E
Mkt Cap.(Rs cr) 359
Buy Price 55.75
Buy Qty 89883.00
Sell Price 0.00
Sell Qty 0.00

New Delhi Television Ltd. (NDTV) - Auditors Report

Company auditors report

To the Members of New Delhi Television Limited

Report on the Financial Statements

We have audited the accompanying financial statements of New Delhi Television Limited("the Company") which comprise the Balance Sheet as at 31 March 2016 theStatement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31March 2016 its loss and its cash flows for the year ended on that date.

Other matters

The financial statements of the Company for the year ended 31 March 2015 were auditedby Price Waterhouse Chartered Accountants who expressed an unmodified opinion on thosestatements on 2 May 2015.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's report) Order 2016 ("the order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Act we enclose in the Annexure A statement on the matters specified in paragraph 3 ofthe order.

2. 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 bestof 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 theCompany 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 Statementdealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 31March 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2016 from being appointed as a director in terms of Section164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B"; and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer note 34 to the financial statements;

ii. The Company has long-term contracts as at 31 March 2016 for which there were nomaterial foreseeable losses. The Company has no outstanding derivative contracts as at 31March 2016;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended 31 March2016.

For B S R & Associates LLP Chartered Accountants
Firm registration number: 116231W/ W-100024
Rakesh Dewan
Place: Gurgaon Partner
Date: May 5 2016 Membership number: 092212

Annexure A referred to in our Independent Auditor’s Report of even date to themembers of New Delhi Television Limited on the financial statements for the year ended 31March 2016.

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of

fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year. Asinformed to us the discrepancies noticed on such verification were not material and havebeen properly dealt with in the books of accounts. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of the immovable properties areheld in the name of the Company.

(ii) Inventories have been physically verified by the management during the year.According to the information and explanations given to us the procedures for physicalverification of inventories followed by the management during the year are reasonable andadequate in relation to the size of the Company and the nature of its business. Asinformed to us the discrepancies noticed on verification between the physical stocks andthe book records were not material and have been properly adjusted in the books ofaccount.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013. Accordingly the provisions of paragraph 3 (iii) of the Order are notapplicable to the Company.

(iv) According to the information and explanations given to us the Company has notgiven any loans to any parties specified under section 185 of the Companies Act 2013.Further guarantee or security provided and the investments made by the Company are incompliance with section 185 and 186 of the Companies Act 2013.

(v) As per the information and explanations given to us the Company has not acceptedany deposits as mentioned in the directives issued by the Reserve Bank of India and theprovisions of section 73 to 76 or any other relevant provisions of the Companies Act 2013and the rules framed there under. Accordingly para 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under sub-section (1) of section 148 ofthe Companies Act 2013 for any of the services rendered by the Company. Accordinglypara 3(vi) of the Order is not applicable.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employees' stateinsurance income-tax sales tax service tax duty of customs value added tax cess andother statutory dues have generally been regularly deposited by the Company with theappropriate authorities though there has been a slight delay in a few cases pertaining toservice tax. As explained to us the Company did not have any dues on account of duty ofexcise.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax sales taxservice tax duty of customs value added tax cess and other statutory dues were inarrears as at 31 March 2016 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us except as stated belowthere are no dues of income tax sales tax service tax duty of customs and value addedtax which have not been deposited with the appropriate authorities on account of anydispute:

(Amount in Rs. million)
Name of the statue Nature of the dues Amount Year to which amount relates Forum where dispute is pending
Income-tax Act 1961 Income tax 2.88 Assessment year 2007-08 Income Tax Appellate Tribunal
Income-tax Act 1961 Income tax 472.67 Assessment year 2007-08 CIT (Appeals)
Income-tax Act 1961 Income tax 459** Assessment year 2008-09 Income Tax Appellate Tribunal
Income-tax Act 1961 Income tax 93.74 Assessment year 2008-09 CIT (Appeals)
Income-tax Act 1961 Income tax 4503*** Assessment year 2009-10 Income Tax Appellate Tribunal
Name of the statue Nature of the dues Amount Year to which amount relates Forum where dispute is pending
Income-tax Act 1961**** Income tax 1.77 Assessment year 2009-10 CIT (Appeals)
Income-tax Act 1961**** Income tax 2 18***** Assessment year 2009-10 Income Tax Appellate Tribunal
Income-tax Act 1961**** Income tax 12.05 Assessment year 2010-11 CIT (Appeals)
Income-tax Act 1961 Income tax 2.90 Assessment year 2012-13 CIT (Appeals)

** Tax deducted at source including interest amounting to Rs. 310 million for theAssessment year 2011-12 2012-13 and 2013-14 adjusted against the demand.

*** Rs. 50 million paid for taking stay of demand.

**** Demands pertaining to NDTV Studios Limited which has been merged with the Companyin the financial year 201011.

***** Rs. 1 million has been paid against the demand.

(viii) According to the information and explanations given to us the Company has notdefaulted in repayment of loans or borrowings to banks. The Company did not have anyoutstanding dues to any financial institutions government or debenture holders during theyear.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us there has been no fraudby the Company and neither any fraud on the Company by its officers or employees has beennoticed or reported during the year.

(xi) According to information and explanations given to us and on the basis of ourexamination of the records of the Company the managerial remuneration has been providedand paid by the Company in accordance with the provisions of section 197 read withSchedule V to the Companies Act 2013.

(xii) According to the information and explanations given to us the Company is not anidhi company. Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company transactions with the related parties arein compliance with Section 177 and 188 of the Act where applicable and the details havebeen disclosed in the financial statements as required by the applicable accountingstandards.

(xiv) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or person connected with him coveredby Section 192 of the Act. Accordingly paragraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For B S R & Associates LLP Chartered Accountants
Firm registration number: 116231W/ W-100024
Rakesh Dewan
Place: Gurgaon Partner
Date: May 5 2016 Membership number: 092212

Annexure B to the Independent Auditor’s Report of even date on the financialstatements of New Delhi Television Limited for the year ended 31 March 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of New DelhiTelevision Limited ("the Company") as of 31 March 2016 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI’). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.

For B S R & Associates LLP Chartered Accountants
Firm registration number: 116231W/ W-100024
Rakesh Dewan
Place: Gurgaon Partner
Date: May 5 2016 Membership number: 092212