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Pritish Nandy Communications Ltd.

BSE: 532387 Sector: Media
NSE: PNC ISIN Code: INE392B01011
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VOLUME 1227
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OPEN 38.75
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VOLUME 1227
52-Week high 75.00
52-Week low 37.60
P/E
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pritish Nandy Communications Ltd. (PNC) - Auditors Report

Company auditors report

To

The Members Of

PRITISH NANDY COMMUNICATIONS LIMITED Report on the Audit of Standalone FinancialStatements Opinion

We have audited the accompanying standalone financial statements of PRITISH NANDY

COMMUNICATIONS LIMITED ("the Company") which comprise the Balance sheet asat March 31 2022 and the Statement of Profit and Loss (including Other ComprehensiveIncome) Statement of Changes in Equity and Statement of Cash Flows for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information (hereinafter referred to as"the standalone financial statements").

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 Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2022 and its loss (including othercomprehensive income) changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the standalone financialstatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules there under and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Emphasis of Matter

We draw attention to note 34(b) on the standalone financial statements which relates toinvestment in subsidiary company "PNC Digital Ltd.". The investment in thissubsidiary stands at Rs 70.20 lakh whereas the net worth of the subsidiary is Rs 18.95lakh as at March 31 2022. The Company has agreed to provide its films to this SubsidiaryCompany to explore revenue opportunities on the digital platform and exploit it to itscommercial advantage. In view of the fact that this subsidiary has unfettered access tothe film content of the

Holding company and requires no additional substantive capital deployment to generaterevenue no provision for diminution in value of investment which is consideredtemporary has been made in the accounts. We further draw attention to note 36(a) on thestandalone financial statements which describe the facts related to the legal proceedingsinitiated by the Company for the recovery of an advance of Rs 150 lakh. The managementconsiders the same as good and fully recoverable. The legal opinion obtained by theCompany supports this. We have relied on the opinion and consequently the Company has notmade provision of any amount there against.

We further draw attention to note 36(b) on the standalone financial statements whichdescribes that the Company has received an award of Rs 352 lakh plus interest of Rs 35lakhs received by the Company in its favour in the arbitration case filed against WhiteFeather Films (Proprietor Sanjay Gupta). White Feather Films has gone in appeal againstthe above said award. The court has directed the proprietor not to dispose off/ create anythird party rights on his properties which are valued at Rs 1200 lakh. Proceedings areongoing and in view of the same outstanding of Rs 317.53 lakhs is considered as fullyrecoverable and consequently there is no provision made of any amount there against.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report. a. Valuation of Inventory (as described in note 8 and 2.5 of the standalonefinancial statements)

Description of Key Audit Matter:

Inventory includes Cinematic Content and Television Content. Cinematic Content includesIncomplete Cinematic content Abandoned cinematic content and Completed cinematic content.Television Content includes unexploited television content unfinished television contentproduction property and exploited television content.

Considering the distinctiveness of each type of inventory the industry in which thecompany is operating and the peculiarity involved makes valuation a complex exercise.Additionally the allocation of cost is done on the basis of genre nature of thecinematic content involving significant judgments and estimates by the management. Thevalue of the Company's Inventories as at March 31 2022 amounts to Rs 5573.69 lakh whichis a significant component of the Balance Sheet. Therefore we have considered it to be akey audit matter.

Description of Auditor's response:

We have gained adequate understanding of the nature of Inventories and applied theprescriptions given in Ind AS 2 in their context.

We analyzed the valuation approaches adopted by management for each class ofInventories for their appropriateness. We also audited the methodology used by the Companyand verified reasonableness of costs allocated and estimates applied by the Companyincluding useful life of the content implications of technological changes and otherfactors mentioned in note 38 to the standalone financial statements.

Further we have reviewed the valuation carried out on the basis of the accountingpolicy including realizations made in the past and expectation of future potential to earnthere from. Finally the appropriateness and adequacy of the presentation and disclosureof Inventory in the financial statements was audited. Based on the above work performedno exceptions were noted. b. Amortisation of Inventory (as described in note 2.5 and note38 of the standalone financial statements)

Description of Key Audit Matter:

Inventory of the Company are intangible in nature. Determination of useful life ofIntangible assets involves significant estimates by the management which involves theexpected usage of the asset by the Company product life cycles technical technologicalor other types of obsolescence and various other factors mentioned in note 38 to thestandalone financial statements. Cost of inventory is divided into components such asGlobal theatrical rights Global broadcasting rights Music right Global streaming rightsand emerging platforms Intellectual Property Rights (IPR)/ Residual rights.

Each of these components of costs are amortised by the management over their respectiveestimated useful lives as described in note 2.5 and note 38 to the standalone financialstatements.

Considering the significant estimates involved by the management and its complexity wehave considered it to be a Key audit matter.

Description of Auditor's response:

Audit procedure included detailed review of rationale documented by the management forascertaining useful life of intangible assets basis of allocation of costs into differentcategories basis of its amortization as per manner provided in note 2.5 and note 38 tothe standalone financial statements. In addition we also verified the industry practicepast trends examined the transactions to ascertain that amortization is in accordancewith accounting policy. Based on the above work performed no exceptions were noted.

c. Revenue Recognition (as described in note 2.8 and note 23 of the standalonefinancial statements)

Description of Key Audit Matter:

Revenue (as disclosed in note 23) from each stream of income is contracted uniquelybased on number of factors. Costs incurred from conceptualisation onwards are typical tothe industry and the company considering the uncertainty and measurability of eventualsuccess of a project. There are often timing differences between when revenue/costinvoiced/incurred to when revenue/cost is actually earned/ charged. The resultantbifurcation between accruals and deferrals are brought to account at each reporting date.The accounting policies for revenue recognition are set out in note 2.8 to the standalonefinancial statements. This is considered to be a key audit matter due to significance ofrevenue in the Statement of Profit and Loss and the complexity involved in the revenuecycle for determination of existence accuracy and timing of revenue recognition.

Description of Auditor's response:

Audit procedure relating to existence accuracy and timing of revenue recognitionincluded reading the terms and conditions of contracts relating to different classes ofcontracts including but not limited to variation in the terms of the contracts examination of transactions cut off procedures to check that revenue is accrued in thecorrect accounting period review of controls and analytical procedures covering revenuedirect costs and margins for different revenue streams were audited amongst otherconsiderations. Based on the above work performed no exceptions were noted. d. Advancefor Content (as described in note 7 and note 37(a) of advance write off of the standalonefinancial statements)

Description of Key Audit Matter:

Company carries out number of long- term in-house content development projects forwhich it incurs costs for title registration advances to writers/ actors and forfinalizing cast pre shoot expenses professional fees etc. These amounts have differentageing depending on the progress of each project. These costs are classified under a broadhead as ‘Advance for Content' amounting to Rs 2008.10 lakh as at March 31 2022which is a significant component of the Balance Sheet. Therefore we have considered it tobe a key audit matter.

Description of Auditor's response:

Audit procedure included understanding from the technical team about its realizablevalue its future viability and management contention to continue with the projectincluding considerations for write off/ impairment based on future plans of the Companyconsiderations of trends in the country as well Global trends. Several considerationsenter into evaluation as to continuance and viability of the various projects referred toabove. We verify the existence of title in the name of the Company the agreements andthe approval of management with respect to the amount written off based on future plans ofthe Company. Further the appropriateness and adequacy of the presentation and disclosureof Advance for Content in the financial statements was audited. Based on the above workperformed no exceptions were noted.

Other Information

The Company's Board of Directors is responsible for the preparation of the otherinformation. The Other information comprises the information included in the Chairman'sStatement Management Discussion and Analysis Board's Report including Annexures toBoard's Report and Corporate Governance but does not include the standalone financialstatements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude that there is a material misstatementof this other information we are required to report that fact. We have nothing to reportin this regard.

Responsibilities of Management and Those Charged with Governance for the standaloneFinancial Statements The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance changes in equity 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. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring 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. Inpreparing the standalone financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process. Auditor's Responsibilities for the Audit of the standalone financialstatements Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements. As part of an audit inaccordance with SAs we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation. Materiality is the magnitude of misstatements in the standalone financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the standalone financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

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 (including Other ComprehensiveIncome)

Statement of Changes in Equity and the Cash Flow Statement dealt with by this Reportare in agreement with the books of account.

d. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 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 Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended: In our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act. h. With respect to the other matters to beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements Refer note 30 to the standalone financialstatements;

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

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. I. The Management has represented that to the best of its knowledge and belief asdisclosed in the note 45(g) (i) to the accounts no funds have been advanced or loaned orinvested (either from borrowed funds or share premium or any other sources or kind offunds) by the Company to or in any other person(s) or entity(ies) including foreignentity ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Company("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries;

II. The Management has represented that to the best of its knowledge and belief asdisclosed in the note 45(g) (ii) to the accounts no funds have been received by the

Company from any person(s) or entity(ies) including foreign entity ("Funding thatParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries;

III. Based on the audit procedures that have been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations as provided under (a) and (b) above contain any materialmisstatement.

v. The Company has not declared or paid any dividend during the year.

For BD Jokhakar & Co.
Chartered Accountants
Firm Registration No: 104345W
Pramod Prabhudesai
Partner
Place: Mumbai Membership number 032992
Date: May 6 2022 UDIN: 22032992AMDBFL1273

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section of Independent Auditors' Report on standalone financial statementsof even date)

a. i. In respect of the Company's Property Plant and Equipment and Intangible Asset:

I. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has maintained proper recordsshowing full particulars including quantitative details and situation of Property Plantand Equipment. ;

II. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no Intangible assets held by theCompany during the year. Therefore sub clause (a) (B) of the paragraph 3 (i) of the Orderis not applicable to the Company.

ii. According to the information and explanations given to us Property Plant andEquipment have been physically verified by the management during the year and in ouropinion the frequency of verification is reasonable having regard to the size of theCompany and the nature of its assets. We are informed that no material discrepancies werenoticed on such verification.

iii. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no immovable properties held by theCompany. Therefore sub clause (c) of the paragraph 3 (i) of the Order is not applicableto the Company. iv. According to the information and explanations given to us and on thebasis of our examination of the records of the Company there is no revaluation of itsProperty Plant and Equipment during the year by the company. Therefore sub clause (d) ofthe paragraph 3 (i) of the Order is not applicable to the Company. v. According to theinformation and explanations given to us there are no proceedings initiated or arepending against the Company for holding any benami property under the Benami

Transactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder. Thereforesub clause (e) of the paragraph 3 (i) of the Order is not applicable to the Company.

b. i. As explained to us by the management the production / making of content requiresvarious types qualities and quantities of content related consumables and inputs indifferent denominations. Due to the multiplicity and complexity of items it is notpracticable to maintain quantitative record/ continuous stock register as the process ofmaking content is not amenable to it. All the purchases of content related consumables aretreated as consumed. In view of this the Company does not maintain stock register exceptthe record of the finished content unamortised content unfinished content and also doesnot carry out physical verification stock. However management physically verifies thefinished content in the hand at the end the year. In our opinion having regards to thesize of the Company and nature of business the frequency of verification is reasonableand the coverage and procedure of such verification appropriate. Based on the recordsprovided to us no discrepancies of 10% or more were noticed in the aggregate for eachclass of inventory on such physical verification.

ii. According to the information and explanation given to us and on the basis of ourexamination of the records the company has been sanctioned working capital limits inexcess of five crore rupees in aggregate during the year from banks or financialinstitutions on the basis of security of current assets. The quarterly returns orstatements filed by the company with such banks or financial institutions are in agreementwith the books of account of the Company.

c. i. According to the information and explanations given to us and based on our auditprocedures the Company has not made investments provided guarantees or securities givenany loans or advances in the nature of loans secured or unsecured to companies firmsLimited Liability Partnerships or any other parties. Consequently sub clause (a) (b)(c) (d) (e) and (f) of the paragraph 3 (iii) of the Order are not applicable to theCompany.

d. According to the information and explanations given to us the Company has not givenany loans made investments provided guarantees and securities during the year ascontemplated under section 185 and 186 of the Act.

e. In our opinion and according to the information and explanations given to us theCompany has not accepted deposits from the public or amounts deemed to be deposits withinthe meaning of the provisions of sections 73 to 76 or any relevant provisions of the Actand the rules framed there under. We have been informed by the management of the Companythat no order has been passed by the Company Law Board National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal which needs to be complied with.Therefore paragraph 3(v) of the Order is not applicable.

f. According to information and explanations given to us the Central Government hasnot prescribed maintenance of cost records under Sub-Section (1) of Section 148 of theAct. Hence reporting under clause (vi) of the Order is not applicable to the Company.

g. i. According to information and explanations given to us and on the basis of ourexamination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including goods and services taxprovident fund employees' state insurance income-tax and other material statutory duesas applicable to it have been regularly deposited during the year by the Company with theappropriate authorities. As explained to us there were no undisputed statutory dues asmentioned above in arrears as at March 31 2022 for a period of more than six months fromthe date they became payable.

ii. According to the information and explanations given to us we are of the opinionthat the Company does not have any dues as at March 31 2022 referred to in sub clause (a)above which have been deposited on account of any dispute except in case of the detailsof which are provided below:

Name of the statute Nature of the dues Amount in lakh* Period to which it relates Forum where dispute is pending
MVAT Act 2002 Tax Interest and Penalty 2.85 FY 2006-2007 Deputy Commissioner of Sales Tax Appeal Mumbai

*Interim Stay has been granted in these matters till disposal of respective firstappeals.

h. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no transactions which have beensurrendered or disclosed as income during the year in the tax assessments under the IncomeTax Act 1961 (43 of 1961). Therefore paragraph 3(viii) of the Order is not applicable.

i. i. According to the information and explanations given to us the Company has notdefaulted in repayment of loans or other borrowings or in the payment of interest to anylender. Therefore sub clause (a) of paragraph 3(ix) of the Order is not applicable.

ii. According to the information and explanations given to us and on the based on ouraudit procedures we are of the opinion that the Company has not been declared willfuldefaulter by any bank or financial institution or government or any government authority.

iii. According to the information and explanations given to us and based on our auditprocedures term loans have been applied for the purpose for which they were raised by theCompany.

iv. According to the information and explanations given to us and based on our auditprocedures and on an overall examination of the financial statements of the Company weare of the opinion that no funds are raised on short term basis that have been utilisedfor long term purposes by the Company.

v. According to the information and explanations given to us and based on our auditprocedures and on an overall examination of the financial statements of the Company weare of the opinion that the Company has not taken any funds from any entity or person onaccount of or to meet the obligations of its subsidiaries and associate. Thereforeparagraph 3(ix)(e) of the Order is not applicable to the Company.

vi. According to the information and explanations given to us and based on our auditprocedures we are of the opinion that the Company has not raised loans during the year onthe pledge of securities held in its subsidiaries and associate companies. Consequentlyparagraph 3(ix)(f) of the Order is not applicable to the Company.

j. i. According to the information and explanations given to us and based on our auditprocedures we are of the opinion that the Company has not raised money by way of initialpublic offer/ further public offer (including debt instruments). Consequently paragraph3(x)(a) of the Order is not applicable to the Company.

ii. According to the information and explanations provided to us and based on our auditprocedures and records of the Company the Company has not made any preferential allotmentor private placement of shares or convertible debentures (fully/ partly/ optionally)during the year. Consequently paragraph 3(x)(b) of the Order is not applicable to theCompany.

k. i. During the course of our examination of the books and records of the Companycarried out based upon the generally accepted audit procedures performed for the purposeof reporting the true and fair view of the financial statements to the best of ourknowledge and belief and as per the information and explanations given to us by theManagement and the representations obtained from the Management no material fraud on theCompany has been noticed or reported during the year.

ii. According to the information and explanations provided to us and based on our auditprocedures no report has been filed by any auditor under section 143(12) in Form ADT 4 asprescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 with the CentralGovernment.

iii. According to the information and explanations provided to us and based on ouraudit procedures and based on the records produced to us there are no whistle blowercomplaints received by the Company during the year.

l. In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Therefore paragraph 3(xii) of the Order is notapplicable. m. In our opinion and according to the information and explanations given tous and based on our examination of the records of the Company all transactions with therelated parties are in compliance with sections 177 and 188 of the Act where applicableand the details have been disclosed in note 32 on the standalone financial statements asrequired by the applicable accounting standards.

n. i. In our opinion and according to the information and explanations given to us andbased on our examination of the records of the Company the company has an internal auditsystem which needs to be strengthened considering the size and nature of its business.

ii. We have considered the internal audit reports for the year under audit issued tothe Company during the year and till date in determining the nature timing and extent ofour audit procedures o. According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intoany non-cash transactions with directors or persons connected with him as specified undersection 192 of the Act. Therefore paragraph 3(xv) of the Order is not applicable.

p. In our opinion the Company is not required to be registered under section 45-IA ofthe Reserve Bank of India Act 1934. Hence reporting under clause 3(xvi)(a) (b)(c) and(d) of the Order is not applicable.

q. The Company has incurred cash losses of Rs 5.12 lakh in the financial year coveredby our audit. The Company has incurred cash losses of Rs 481.20 lakh in the immediatelypreceeding financial year.

r. There has been no resignation of the statutory auditors of the Company during theyear. s. On the basis of the financial ratios ageing and expected dates of realisation offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due. t. Theprovisions of section 135 of the Act are not applicable to the Company for the year underreport and hence reporting under clause 3(xx) of the Order is not applicable.

For BD Jokhakar & Co.
Chartered Accountants
Firm Registration No: 104345W
Pramod Prabhudesai
Partner
Place: Mumbai Membership number 032992
Date: May 6 2022 UDIN: 22032992AMDBFL1273

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section of Independent Auditors' Report on standalone financial statementsof even date) Report on the Internal Financial Controls under Clause (i) of Sub-section 3of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of PritishNandy Communications Limited ("the Company") as of March 31 2022 in conjunctionwith our audit of the standalone financial statements 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). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor's 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 Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and such controlsoperated effectively in all material respects. Our audit involves performing procedures toobtain audit evidence about the adequacy of the internal financial controls system overfinancial reporting and their operating effectiveness. Our audit of internal controls overfinancial reporting included obtaining an understanding of internal financial controlsfinancial reporting assessing the risk that a material weakness exists and testing andevaluating 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 standalone financial statementswhether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for audit opinion on the Company's internal financial controls system overfinancial 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 standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that

1. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

2. provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and

3. provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting to Becauseof the inherent limitations of internal financial controls over financial reportingincluding possibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting to futureperiods are subject to the risk that the internal financial control over reporting maybecome inadequate because of changes in conditions or that the degree of compliance withthe 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 effectively as at March 31 2022 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note if on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India.

For BD Jokhakar & Co.
Chartered Accountants
Firm Registration No: 104345W
Pramod Prabhudesai
Partner
Place: Mumbai Membership number 032992
Date: May 6 2022 UDIN: 22032992AMDBFL1273

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