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New Delhi Television Ltd.

BSE: 532529 Sector: Media
NSE: NDTV ISIN Code: INE155G01029
BSE 00:00 | 17 Aug 36.70 0.70
(1.94%)
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34.35

HIGH

37.00

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34.35

NSE 00:00 | 17 Aug 36.35 0.60
(1.68%)
OPEN

35.50

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36.95

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OPEN 34.35
PREVIOUS CLOSE 36.00
VOLUME 2485
52-Week high 75.45
52-Week low 30.00
P/E
Mkt Cap.(Rs cr) 237
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 34.35
CLOSE 36.00
VOLUME 2485
52-Week high 75.45
52-Week low 30.00
P/E
Mkt Cap.(Rs cr) 237
Buy Price 0.00
Buy Qty 0.00
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 Standalone Financial Statements

We have audited the accompanying standalone financial statements of NewDelhi Television Limited ("the Company") which comprise the Balance Sheet as at31 March 2017 the Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation (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 statedin Section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting 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 the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalonefinancial statements based on our audit. We have taken into account the provisions of theAct the accounting and auditing standards and matters which are required to be includedin the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the standalone financial statements. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror. In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone financial statements that give atrue and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone financialstatements.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2017 its loss and its cash flows for the year endedon that date.

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 of the Act we enclose in the Annexure A a statement on the mattersspecified in paragraph 3 and 4 of the order.

2. As required by section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) In our opinion proper books of account as required by law havebeen 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 CashFlow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014;

(e) On the basis of written representations received from the directorsas on 31 March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of section164 (2) of the Act except in respect of one of the directors who has since deceased awritten representation as to whether the companies in which he was a director as on 31March 2017 have not defaulted in terms of section 164(2) of the Act is not available. Inthe absence of this representation we are unable to comment whether such director isdisqualified from being appointed as a director under sub-section (2) of section 164 ofthe Act.

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ‘Annexure B' and

(g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. the Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer note 30 and note 31 tothe standalone financial statements;

ii. the Company has long-term contracts as at 31 March 2017 for whichthere were no material foreseeable losses. The Company has no outstanding derivativecontracts as at 31 March 2017;

iii. there has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company during the yearended 31 March 2017; and

iv. the Company has provided requisite disclosures in its standalonefinancial statements as to holdings as well as dealings in Specified Bank Notes during theperiod from 8 November 2016 to 30 December 2016. Based on audit procedures and relying onthe management representation we report that the disclosures are in accordance with booksof account maintained by the Company and as produced to us by the management. Refer Note38 to the standalone financial statements.

For B S R & Associates LLP
Chartered Accountants
Firm registration number: 116231W/ W-100024
Rakesh Dewan
Place : Gurgaon Partner
Date : 12 May 2017 Membership number: 092212

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of

fixed assets.

(b) The Company has a regular programme of physical verification of itsfixed assets by which fixed assets are verified in a phased manner over a period of threeyears. In accordance with this programme certain fixed assets were verified during theyear. As informed to us the discrepancies noticed on such verification were not materialand have been properly dealt with in the books of accounts. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of theimmovable properties are held in the name of the Company.

(ii) Inventories have been physically verified by the management duringthe year. According to the information and explanations given to us the procedures forphysical verification of inventories followed by the management during the year arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness. As informed to us the discrepancies noticed on verification between thephysical stocks and the book records were not material and have been properly adjusted inthe books of account.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013. Accordingly the provisions of paragraph 3 (iii) of theOrder are not applicable to the Company.

(iv) According to the information and explanations given to us theCompany has not given any loans to any parties specified under section 185 of theCompanies Act 2013. Further guarantees security provided and the investments made bythe Company are in compliance with section 185 and 186 of the Companies Act 2013.

(v) As per the information and explanations given to us the Companyhas not accepted any deposits as mentioned in the directives issued by the Reserve Bank ofIndia and the provisions of section 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framed there under. Accordingly paragraph 3(v) of theOrder is not applicable.

(vi) According to the information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under sub-section(1) of section 148 of the Companies Act 2013 for any of the services rendered by theCompany. Accordingly paragraph 3(vi) of the Order is not applicable.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the

Company amounts deducted/ accrued in the books of account in respectof undisputed statutory dues including provident fund employees' state insuranceincome-tax sales tax service tax duty of customs value added tax cess and otherstatutory dues have generally been regularly deposited by the Company with the appropriateauthorities though there has been a slight delay in a few cases pertaining to service tax.As explained to us the Company did not have any dues on account of duty of excise.

According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax sales tax service tax duty of customs value added tax cess and othermaterial statutory dues were in arrears as at 31 March 2017 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us exceptas stated below there are no dues of income tax sales tax service tax duty of customsand value added tax which have not been deposited with the appropriate authorities onaccount of any dispute:

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 3.17* Assessment year 2007-08 Income Tax Appellate Tribunal
Income-tax Act 1961 Income tax 599.82* Assessment year 2007-08 Commissioner of Income Tax (Appeals)
Income-tax Act 1961 Income tax 216** Assessment year 2008-09 Income Tax Appellate Tribunal
Income-tax Act 1961 Income tax 93.74** Assessment year 2008-09 Commissioner of Income Tax (Appeals)
Income-tax Act 1961 Income tax 4503*** Assessment year 2009-10 Income Tax Appellate Tribunal
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 18***** Assessment year 2009-10 Income Tax Appellate Tribunal
Income-tax Act 1961**** Income tax 12.05 Assessment year 2010-11 Commissioner of Income Tax (Appeals)
Income-tax Act 1961 Income tax 2.90****** Assessment year 2012-13 Commissioner of Income Tax (Appeals)

* Tax deducted at source including interest amounting to Rs. 184.55million for the Assessment year 2003 - 2004 2010 - 2011 and 2015 - 2016 adjusted againstthe demand.

** Tax deducted at source including interest amounting to Rs. 410.23million for the Assessment year 2003 -2004 2011-12 2012-13 and 2013-14 adjusted againstthe demand.

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

**** Demands pertaining to NDTV Studios Limited which has been mergedwith the Company in the financial year 2010-11.

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

****** Tax deducted at source including interest amounting to Rs. 3.10million for the Assessment year 2003-2004 adjusted against the demand.

(viii) According to the information and explanations given to us theCompany has not defaulted in repayment of loans or borrowings to banks. The Company didnot have any outstanding dues to any financial institutions government or debentureholders during the year.

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

(x) According to the information and explanations given to us therehas been no fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the course of our audit.

(xi) According to information and explanations given to us and on thebasis of our examination of the records of the Company the managerial remuneration hasbeen provided/ paid by the Company in accordance with the provisions of section 197 readwith Schedule V to the Companies Act 2013.

(xii) According to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company transactions with the relatedparties are in compliance with Section 177 and 188 of the Act where applicable and thedetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

(xiv) According to the information and explanation given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year.

(xv) According to the information and explanations given to us theCompany has not entered into any non-cash transactions with directors or persons connectedwith him covered by Section 192 of the Act. Accordingly paragraph 3(xv) of the Order isnot applicable.

(xvi) According to the information and explanations given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

For B S R & Associates LLP
Chartered Accountants
Firm registration number: 116231W/ W-100024
Rakesh Dewan
Place : Gurgaon Partner
Date : 12 May 2017 Membership number: 092212

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of New Delhi Television Limited ("the Company") as of 31 March 2017 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India(‘ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both 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 internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A Company's internal financialcontrol over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorisations of management and directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the Company's assets that could have a material effect on the standalonefinancial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31 March 2017 based onthe 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 ICAI.

For B S R & Associates LLP
Chartered Accountants
Firm registration number: 116231W/ W-100024
Rakesh Dewan
Place : Gurgaon Partner
Date : 12 May 2017 Membership number: 092212