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Network 18 Media & Investments Ltd.

BSE: 532798 Sector: Others
NSE: NETWORK18 ISIN Code: INE870H01013
BSE 15:57 | 23 Feb 49.90 1.35
(2.78%)
OPEN

49.05

HIGH

50.20

LOW

48.95

NSE 15:54 | 23 Feb 49.90 1.30
(2.67%)
OPEN

48.90

HIGH

50.40

LOW

48.90

OPEN 49.05
PREVIOUS CLOSE 48.55
VOLUME 147725
52-Week high 64.00
52-Week low 33.50
P/E
Mkt Cap.(Rs cr) 5,224
Buy Price 49.95
Buy Qty 43.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.05
CLOSE 48.55
VOLUME 147725
52-Week high 64.00
52-Week low 33.50
P/E
Mkt Cap.(Rs cr) 5,224
Buy Price 49.95
Buy Qty 43.00
Sell Price 0.00
Sell Qty 0.00

Network 18 Media & Investments Ltd. (NETWORK18) - Auditors Report

Company auditors report

INDEPENDENT AUDITOR'S REPORT

To the Members of Network18 Media & Investments Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Network18 Media& Investments Limited ("the Company") which comprise the Balance Sheet asat 31st March 2017 the Statement of Profft and Loss (including Other ComprehensiveIncome) the Cash Flow Statement the Statement of Changes in Equity for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone Financial Statements

2. 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 standalone financial statements that give a true and fair view of the state ofa_airs (financial position) profft or loss (financial performance including othercomprehensive income) cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair 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 standalone financial statementsbased on our audit.

4. 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.

5. 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 standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the 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 controls 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.

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

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS specified underSection 133 of the Act of the state of a_airs (financial position) of the Company as at31st March 2017 its loss (financial performance including other comprehensive income)its cash flows and the changes in equity for the year ended on that date.

Other Matter

9. The Company had prepared separate sets of statutory financial statements for theyear ended 31st March 2016 and 31st March 2015 in accordance with the Accounting

Standards as notified under Section 133 of the Companies Act 2013 read with Rule 7 ofthe Companies (Accounts) Rules 2014(as amended) on which we issued separate auditor'sreports to the shareholders of the Company dated 15th April 2015 and 20th April 2016respectively. These separate sets of financial statements have been adjusted for thedifferences in the accounting principles adopted by the Company on transition to the IndAS which have also been audited by us.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. Further to our comments in Annexure I as required by

Section 143(3) of the Act we report that: a. we have sought and obtained all theinformation and explanations which to the best of our knowledge and belief were necessaryfor the purpose 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 standalone financial statements dealt with by this report are in agreement withthe books of account;

d. in our opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act;

e. on the basis of the written representations received from the directors as on 31stMarch 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as of 31st March 2017 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated 19th April 2017 as per Annexure II expressed unmodified opinion.

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. as detailed in Note 34 to the standalone financial statements the Company hasdisclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. the company as detailed in Note 38 to the standalone financial statements hasmade requisite disclosures in these standalone financial statements as to holdings as wellas dealings in Specified Bank Notes during the period from 8th November 2016 to 30thDecember 2016. Based on the audit procedures performed and taking into consideration theinformation and explanations given to us in our opinion these are in accordance with thebooks of account maintained by the company.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

per SUDHIR N. PILLAI

Partner

Membership No.: 105782

Place: Mumbai

Date: 19th April 2017

ANNEXURE I

To the Independent Auditor's Report of even date to the members of Network18 Media& Investments Limited on the standalone financial statements for the year ended 31stMarch 2017

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

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

(b) The Company has a regular program of physical verification of its fixed assetsunder which fixed assets are verified in a phased manner over a period of three yearswhich in our opinion is reasonable having regard to the size of the Company and thenature of its assets. In accordance with this program certain fixed assets were verifiedduring the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head‘Property plant and equipment') are held in the name of the Company.

(ii) The entire inventory of the Company is lying with the third parties for whichwritten con_rmations have been obtained by the management as at the year-end.

(iii) The Company has granted unsecured loans to companies covered in the registermaintained under Section 189 of the Act; and with respect to the same: (a) in our opinionthe terms and conditions of grant of such loans are not prima facie prejudicialto the company's interest;

(b) the schedule of repayment of principal and payment of interest has been stipulatedand the principal amount and interest are not due for repayment currently;

(c) there is no overdue amount in respect of loans granted to such companies.

(iv) In our opinion the Company has complied with the provisions of Section 186 inrespect of investments loans guarantees. Further in our opinion the Company has notentered into any transaction covered under Section 185 and Section 186 of the Act inrespect of security.

(v) In our opinion the Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the Rules made by the Central Government for the maintenance of cost records undersubsection (1) of Section 148 of the Act in respect of Company's products and services andare of the opinion that prima facie the prescribed accounts and records have been madeand maintained. However we have not made a detailed examination of the cost records witha view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund income-tax sales-taxservice tax duty of customs duty of excise value added tax cess and other materialstatutory dues as applicable have been regularly deposited to the appropriateauthorities though there has been a slight delay in a few cases. In case of employees'state insurance the Company has not deposited the dues with the appropriate authorities.Undisputed amounts payable in respect thereof which were outstanding at the year-end fora period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the dues Amount (Rs.) Period to which the amount relates Due Date Date of Payment
Employees' State Insurance Act 1948 ESIC 1741 April 2016 15 May 2016 -
Employees' State Insurance Act 1948 ESIC 1620 May 2016 15 June 2016 -
Employees' State Insurance Act 1948 ESIC 1489 June 2016 15 July 2016 -
Employees' State Insurance Act 1948 ESIC 445 July 2016 15 July 2016 -

(b) The dues outstanding in respect of income-tax sales-tax service tax duty ofcustoms duty of excise and value added tax on account of any dispute are as follows:

Statement of Disputed Dues

Rs. In Lakhs
Name of the statute Nature of dues Amount (Rs.) Amount paid under Protest (Rs.) Period to which the amount relates Forum where dispute is pending
The Finance Act 1994 Recovery of service tax 80.00 - F.Y. 2007-08 Customs Excise and
Interest & penalty Service Tax Appellate
Tribunal Mumbai
Income-tax Act 1961 Income-tax 51.20 - A.Y. 2008-09 CIT(Appeals) Delhi
Income-tax Act 1961 Income-tax 0.98 - A.Y. 2013-14 CIT(Appeals) Mumbai

*A.Y. – Assessment Year F.Y. – Financial Year

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank orfinancial institution or government during the year. The Company did not have anyoutstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments). In our opinion the term loans were applied for thepurposes for which the loans were obtained.

(x) No fraud by the Company or on the company by its Officers or employees has beennoticed or reported during the period covered by our audit.

(xi) The Company has not paid or provided for any managerial remuneration. Accordinglythe provisions of Clause 3(xi) of the Order are not applicable.

(xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable accountingstandards.

(xiv) During the year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into any non-cash transactions withthe directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

per SUDHIR N. PILLAI

Partner

Membership No.: 105782

Place: Mumbai

Date: 19th April 2017

ANNEXURE II

To the Independent Auditor's Report of even date to the members of Network18 Media& Investments Limited on the standalone financial statements for the year ended 31stMarch 2017

Independent Auditor's report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

1. In conjunction with our audit of the standalone financial statements of Network18Media & Investments Limited ("the Company") as at and for the year ended31st March 2017 we have audited the internal financial controls over financial reporting("IFCoFR") of the Company as at that date.

Management's Responsibility for Internal Financial Controls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalfinancial control stated in the Guidance Note on Audit of IFCoFR issued by the Instituteof Chartered Accountants of India. These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and eficient conduct of the Company's businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India ("the ICAI") and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofIFCoFR and the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting ("the Guidance Note") issued by the ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate

IFCoFR were established and maintained and if such controls operated effectively in allmaterial respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

5. We believe that the audit evidence we have obtained is suficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sIFCoFR include those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reffect 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 unauthorised 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

7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31st March 2017 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 ofIFCoFR issued by the Institute of Chartered Accountants of India.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

per SUDHIR N. PILLAI

Partner

Membership No.: 105782

Place: Mumbai

Date: 19th April 2017