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Raj Television Network Ltd.

BSE: 532826 Sector: Media
NSE: RAJTV ISIN Code: INE952H01027
BSE LIVE 15:40 | 17 Nov 58.05 -1.05
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NSE 15:57 | 17 Nov 58.35 -0.85
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OPEN 60.95
PREVIOUS CLOSE 59.10
VOLUME 20001
52-Week high 75.95
52-Week low 51.50
P/E
Mkt Cap.(Rs cr) 301
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 60.95
CLOSE 59.10
VOLUME 20001
52-Week high 75.95
52-Week low 51.50
P/E
Mkt Cap.(Rs cr) 301
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Raj Television Network Ltd. (RAJTV) - Auditors Report

Company auditors report

To the members of

M/s. Raj Television Network Limited

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of M/s. Raj Television NetworkLimited (‘the Company') which comprises the Balance Sheet as at 31stMarch 2017 the Statement of Profit and Loss and the Statement of Cash Flow for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation.

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 andpresentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified 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 inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing 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 there under. We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on the effectiveness ofthe Company's internal control.

An audit also includes evaluating the appropriateness of accounting policies used andthe reasonableness of the accounting estimates made by Company's directors as well asevaluating the overall presentation of 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 financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

i. in case of Balance Sheet of the state of affairs of the Company as at 31stMarch 2017

ii. in case of Statement of Profit and Loss of the loss for the year ended on thatdate; and

iii. in case of Cash Flow Statement of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016("Order")issued by the Central Government of India in terms of section 143(11) of the CompaniesAct 2013 we enclose in the Annexure A a statement on the matters specified inparagraphs 3 and 4 of the said 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 purpose 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 the Statement of Profit and Loss and the Statement of Cash Flowdealt with by this report are in agreement with the books of account;

d. in our opinion the Balance Sheet the Statement of Profit and Loss and theStatement of Cash Flow comply with the Accounting Standards referred Section 133 of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules2014

e. on the basis of written representations received from the directors as on 31stMarch 2017 and taken on record by the Board of Directors none of the Directors aredisqualified as on 31st March 2017 from being appointed as a Director in termsof Section 164(2) of the Companies Act 2013.

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 the 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. an Arbitration award of Rs.5.49 crores filed against the Company by M/s.ThaicomPublic Company Limited is being contested in the High Court.

ii. the Company does not have any long term contracts including derivative Contracts:as such the question of commenting on any material foreseeable Losses thereon does notarise

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 has provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8th November 2016 to 30th December 2016. Based on auditprocedures and relying on the management representation we report that the disclosures arein accordance with books of account maintained by the Company and as produced to us by themanagement. Refer Note 2.17 to the financial statements.

For Pratapkaran Paul & Co.

Chartered Accountants

Firm Regn No.002777S

Pratapkaran Paul

Partner

M.No.023810

30th June 2017

Chennai

Annexure A to the Independent Auditors' Report

The Annexure referred to in Independent Auditor's Report to the members of M/s. RajTelevision Network Limited ("the Company) for the year ended 31stMarch 2017.

We report that:

In terms of the information and explanations given to us and the books and recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe state as under: i) a) The company has maintained proper records showing fullparticulars including quantitative details and situation of its fixed assets.

b) As explained to us all the assets have been physically verified by the managementat a reasonable interval during the year. According to the information and explanationgiven to us no material discrepancies were noticed on such verification.

c) According to the information and explanation given to us and on the basis of ourexamination of the records of the company the title deed of immovable property are heldin the name of the company.

ii) The inventory has been physically verified (copyrights of media content verifiedwith reference to title documents/agreements) by the management at reasonable intervalsduring the year. As explained to us no discrepancies were noticed on physicalverification as compared to book records.

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 theAct.

iv) In our opinion and according to the information and explanation given to us andbased on the legal opinion obtained by the Company the Company has not granted any loansor provided any guarantees or security to the parties covered under Section 185 of theAct. The Company has not made any investments and granted loans in respect of personscovered under the provisions of Section 186 of the Act.

v) The Company has not accepted any deposits from the public.

vi) The Central Government has not prescribed the maintenance of Cost Record undersection 148 (1) of the Act for any of the services rendered by the company.

vii) a) According to the information and explanation given to us and the basis of ourexamination of the records of the company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including Service Tax Income tax Wealthtax Employees State Insurance Provident Fund and other material statutory dues havebeen regularly deposited during the year by the Company with appropriate authorities.

According to the information and explanation given to us no undisputed amounts payablein respect of Service Tax Employees State Insurance Provident Fund and other materialstatutory dues were in arrears as at 31st March2017 for a period of more thansix months from the date they become payable.

b) According to the information and explanation given to us there are no dues of dutyof Customs and Service Tax which have not been deposited with the appropriate authoritieson account of any dispute.

However according to the information and explanations given to us the following duesof Income Tax which have not been deposited by the company on account of disputes:

S.No Name of the Statue Nature of dues Amount Period to which the amount relates Forum where dispute is pending Appellant
1 Income Tax Act 1961 Income Tax 30425910 A.Y.2004-05 High Court of Judicature at Madras The Income Tax Department

viii) According to the information and explanation given to us the company has notdefaulted in repayment of dues to a financial institution bank or debenture holder duringthe year.

ix) The Company did not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments).New term loans have been raised by the Companythe repayment of which is being made as per the Schedule.

x) According to the information and explanation given to us no material fraud on or bythe Company has been noticed or reported during the course of our audit.

xi) In our opinion and according to the information and explanations given to us themanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company and the Nidhi Rules 2014 are not applicable to it.Accordingly paragraph 3(xii) of the Order is not applicable to the Company

xiii) In our opinion and according to the information and explanations given to us theCompany has not entered into any transactions with related parties and the provisions ofSections 177 and 188 of Companies Act2013 is not applicable to the company

xiv) According to the information and explanations given to us and based on 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 to the Company.

xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable to the Company.

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

For Pratapkaran Paul & Co.

Chartered Accountants

Firm Regn No.002777S

Pratapkaran Paul

Partner

M.No.023810

30th June 2017

Chennai

Annexure B to the Independent Auditors' Report

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 M/s. RajTelevision Network Limited (‘the Company') as of 31st March 2017 inconjunction with our audit of the financial statement of the Company for the year ended onthat 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 the Company's policies the safeguardingof its 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 deemed to beprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting were established and maintained and if suchcontrols operated effectively in all material respects.Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Company's internal financial controls system over 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 authorization of theManagement 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 31st March 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For Pratapkaran Paul & Co.

Chartered Accountants

Firm Regn No.002777S

Pratapkaran Paul

Partner

M.No.023810

30th June 2017

Chennai