To the Members of Sea TV Network Limited Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Sea TV NetworkLimited ('the Company') which comprise the Balance Sheet as at 31 March 2017 theStatement of Profit and Loss and the Statement of Cash Flows for the year then ended and asummary of the significant accounting policies and other explanatory information(hereinafter referred to as 'standalone financial statements').
Management's Responsibility for the Standalone 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 of thesestandalone 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 Indian Accounting Standardsspecified under Section 133 of the Act read with relevant rules issued thereunder.
This responsibility also includes the 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 standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
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 standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe Auditors' judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid consolidated 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 of the consolidated financial positionof the Group as at 31 March 2017 and its consolidated financial performance and itsconsolidated cash flows for the year then ended.
Report on Other Legal and Regulatory Requirements
L As required by Section 143(3) ofthe 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 ofthe aforesaidconsolidated financial statements.
b. In our opinion proper books of account as required by law relating to preparationof the aforesaid consolidated financial statements have been kept so far as it appearsfrom our examination of those books.
c. The consolidated Balance Sheet the consolidated Statement of Profit and Loss andthe Consolidated Statement of Cash Flows dealt with by this report are in agreement withthe relevant books of account maintained for the purpose ofpreparation ofthe consolidatedfinancial statements.
d. In our opinion the aforesaid consolidated financial statements comply with theaccounting standards specified under Section 133 ofthe Act read with relevant rulesissued thereunder.
e. On the basis of the written representations received from the directors of theHolding Company as on 31 March 2017 taken on record by the Board of Directors of theHolding Company and the reports of the statutory auditors of its subsidiary companiesincorporated in India none of the Directors of the Group companies incorporated in Indiais disqualified as on 31 March 2017 from being appointed as a Director ofthat company interms of Section 164(2) ofthe Act.
f. With respect to the other matters to be included in the Auditors' 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 :
L the consolidated financial statements disclose the impact of pending litigations onthe consolidated financial position ofthe Group. Refer to Note 25 (A) (i) to (v) to theconsolidated financial statements; ii provision has not been made in the consolidatedfinancial statements as required under the applicable law
or accounting standards in the absence of material foreseeable losses on long-termcontracts including derivatives contracts. Refer to Note 25 (B) (i) & (ii) to theconsolidated financial statements; iiL there has been no delay in transferring amountsrequired to be transferred to the Investor Education and Protection Fund by the HoldingCompany and its subsidiary companies incorporated in India; and i the Company hasprovided requisite disclosures in its consolidated financial statements as to holdings aswell as dealings in Specified Bank Notes during the period from 8 November 2016 to 30December 2016 and these are in accordance with the books of accounts maintained by theCompany. Refer to Note 26.14 to the consolidated financial statements.
For Surendra G. & Company
(Surendra Kumar Garg)
Proprietor M.No. 070974
Date: 30th May 2017
Annexure to the Auditors' Report
The Annexure referred to in our Independent Auditors' Report to the members of Sea TVNetwork Limited on the standalone financial statements for the year ended 31st march2017 we 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 to cover all fixedassets in a phased manner over a period of two years other than set top boxes which are inpossession of the customers / third parties and distribution equipment comprising overheadand underground cables. Management is of the view that it is not possible to verify theseassets due to their nature and location. In accordance with this program certain fixedassets were physically verified during the year by the management but no discrepancieswere noticed on such verification as explained to us. In our opinion other than forphysical verification of set top boxes and distribution equipments referred to above thefrequency of verification of fixed assets is reasonable.
(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 immovable properties areheld in the name of the Company except in the case offollowing property where constructionhas been made by the company on property taken on rent as under:-
|Property details ||Property Owner ||Investment amount ||Investment period |
|148 Manas Nagar Shahganj Agra- 282 010 ||Mr. Neeraj Jain & Mr. Pankaj Jain ||Rs.16976176/= ||FY 2008-09 to FY2015-16 |
(II) The company is a service company primarily rendering MSO services. Accordingly itdoes not hold any physical inventories. Thus paragraph 3 (ii) ofthe Order is notapplicable to the Company.
(III) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013 ('the Act'). Thus clauses (a) to (c) ofparagraph(iii) ofthe Order are not applicable.
(IV) In our opinion and according to the information and explanations given to us theCompany has not made any loans investments guarantee and security requiring complianceunder section 185 and 186 of the Companies Act 2013 during the year.
(V) The Company has not accepted any deposits from the public.
(VI) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any services rendered by the company.
(VII) (a) According to the information and explanations given to us and on the basis ofthe records of the Company amounts deducted/ accrued in the books of account in respectof undisputed statutory dues including provident fund income tax employee stateInsurance service tax duty of customs and other material statutory dues have beendeposited during the year by the Company with the appropriate authorities. As explained tous the Company did not have any dues on account of duty of excise sales tax Wealth taxvalue added tax Cess.
According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income tax employee state Insurance service taxduty of customs excise duty sales tax Wealth tax value added tax Cess and othermaterial statutory dues were in arrears as at 31st March 2017 for a period more than sixmonths from the date they became payable except as under:
|Name of the statute ||Nature of dues ||Amount (Rs.) ||Period to which the amount relates |
|Income tax Act ||TDS ||135960/= ||Prior Years |
|Income tax Act ||TDS ||37480/= ||FY 2013-14 |
|Income tax Act ||TDS ||11350/= ||FY 2014-15 |
|Income tax Act ||TDS ||40750/= ||FY 2015-16 |
|Income tax Act ||TDS ||73850/= ||FY 2016-17 |
|Service tax ||Service tax ||11004609/= ||Up to 30 th September 2016 |
(b) According to the information and explanations given to us the following dues havenot been deposited by the company on account of disputes:
|Name of the Statute ||Nature of dues ||Amount (Rs.) ||Period to which the amount relates ||Forum where dispute is pending |
|Entertainment Act ||Licence fees ||11600800/= * ||FY 2013 -14 ||Allahabad High Court Lucknow/ Bench.** |
*Disputed amount is 10383500/= after adjustment of ascertained liability forRs.1217300/=
** Company has filed an appeal before Allahabad High Court Lucknow Bench in the monthof April 2017 for recalling the order of dismissal by the court.
(VIII) Allahabad Bank New Agra Branch has recalled on 17.7.2016 its term loansamounting to Rs. 63.85 Crores plus interest. which was overdue as under:
|Name of financial institution ||Nature of account ||Overdue Amount (Rs.) ||Period to which the amount relates ||Whether regularized. |
|Allahabad Bank ||Term Loans ||24890004/= ||Up to March 2017 ||No |
|Allahabad Bank ||Interest on Term Loans ||88985954/= ||Up to March 2017 ||No |
(IX) The Company did not raise any money by way of initial public offer (including debtinstruments) and term loans during the year. Accordingly paragraph 3 (ix) of the Order isnot applicable.
(X) According to the information and the explanations given to us no material fraud bythe Company or on the Company by its officers or employees has been noticed or reported rduring the course of our audit.
(XI) According to the information and the explanations given to us and based on ourexamination of the records of the Company the Company has paid/ provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.
(XII) According to the information and the explanations given to us the Company is nota nidhi Company. Accordingly paragraph 3 (xii) ofthe Order is not applicable.
(XIII) According to the information and the explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.
(XIV) According to the information and the 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.
(XV) According to the information and the explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non cashtransactions with directors or persons connected with him. Accordingly paragraph 3 (xv)ofthe Order is not applicable.
(XVI) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
|Agra || |
|30th May 2017 ||For Surendra G. & Company |
| ||Chartered Accountants |
| ||FRN: 001757C |
| ||Surendra Kumar Garg |
| ||Proprietor |
| ||M.No. : 070974 |