TO THE MEMBERS
SAB Events and Governance Now Media Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of SAB Events andGovernance Now Media Limited (the Company) which comprise the Balance Sheetas at March 31 2019 the Statement of Profit and Loss statement of changes in Equity andthe Statement of Cash Flows for the year ended on that date and notes to the financialstatements including a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as the financial statements).
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in Basis for Qualified Opinionsection of our report the aforesaid standalone financial statements give the informationrequired by the Companies Act 2013 (the Act) in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2019 the loss changes in equity and its cash flows for the year ended onthat date.
Basis for Qualified Opinion
The Company had acquired its publication and MICE business in FY 2015-16 and duringsuch acquisition the company had paid for goodwill amounting to Rs. 788.69 Lakhs. Thecarrying value of Goodwill as on 31st March 2019 is Rs. 535.69 lakhs. However theCompany has not been able to generate sufficient income from its publication and MICEbusiness since last two years and has incurred losses of Rs. 149.92 lakhs during the yearended on 31st March 2019 and during the preceding financial year of Rs. 475.81 Lakhs. Inour view this indicates impairment in the value of Goodwill. Since the Company has notcarried out impairment testing on goodwill and in the absence of working for impairment weare unable to quantify the amount of impairment provision required and its possibleeffects on the financial statements.
We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our qualified opinion on the financial statements.
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.
Except for the matter described in the Basis for Qualified Opinion paragraph we havedetermined that there are no other key audit matters to communicate in our report.
Responsibilities of Management for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified under Section 133 of TheAct read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative 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 Financial Statements
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 in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such 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 basisof accounting 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 standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
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 control that 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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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
As required by Section 143(3) of the Act based on our audit 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 the Statement of CashFlow dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion the aforesaid financial statements comply with the Accountingstandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 except as described in the Basis for Qualified Opinion paragraph.
e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct.
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 Annexure B.
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. According to the information and explanation given to us the Company does not haveany pending litigations at the year end.
II. According to the information given to us the company has not entered into anylong-term contracts including derivative contracts.
III. According to the information and explanation given to us the Company is notrequired to transfer any amount to Investor Education and Protection Fund.
For A. R. SODHA & Co.
A. R. Sodha
M. No 31878
Date: 30th May 2019
ANNEXURE A TO INDEPENDENT AUDITORS' REPORT
On the basis of such checks as we considered appropriate and in terms of informationand explanations given to us we state that:
1. a. The Company has generally maintained proper records of fixed assets showing fullparticulars including quantitative details and situation of fixed assets.
b. According to information given to us fixed assets have been physically verified bythe management at reasonable intervals and no material discrepancy was noticed on suchverification.
c. According to the information and explanation given to us and on the basis of recordsfurnished before to us the company does not have any immovable property and accordinglyClause 3(i)(c) of the Companies (Auditor's Report) Order 2016 is not applicable.
2. The company is not having inventory of material amount during the year hence thematters specified in clause 3(ii) of Companies (Auditor's Report) Order 2016 has not beenreported.
3. According to the information and explanation given to us and on the basis of recordsfurnished before us company has not granted any loans to any party covered in theregister maintained under section 189 of the Companies Act 2013. Accordingly Clauses3(iii)(a) (b) and (c)of Companies (Auditor's Report) Order 2016 are not applicable.
4. According to the information and explanation given to us and on the basis of recordsfurnished before us the company has not given any loan or made any investment or givenany guarantee or security during the year for which compliance under section 185 and 186is required. Accordingly Clause 3(iv) of Companies (Auditor's Report) Order is notapplicable.
5. The company has not accepted deposits form the public within the meaning of sections73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder. Accordingly Clause 3(v) of Companies (Auditor's Report) Order 2016 is notapplicable.
6. According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of section 148 of theCompanies Act 2013 in respect of Services dealt with by the Company.
7. a. The company is generally regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance. However the Company is generallyirregular in payment of Income Tax Service Tax Goods and Servcie Tax and Cess. Noundisputed statutory dues as stated above is outstanding as at 31st March for more thansix months from the date they become payable.
b. According to information and explanation given to us there are no disputedstatutory dues including Sales Tax Service Tax Custom Duty Duty of Excise Value addedTax Cess and any other statutory dues which have not been deposited on account ofdispute.
8. According to the records of the company examined by us and the information andexplanations given to us the company has not defaulted in repayment of dues to anyfinancial institution or bank as at the Balance Sheet date.
9. According to information and explanation given to us and records examined by us thecompany has neither raised any money by way of public offers nor raised any term loanduring the year. Accordingly Clause 3(ix) of Companies (Auditor's Report) Order is notapplicable.
10. During the course of our examination of the books and records of the companycarried out in accordance with generally accepted auditing practices in India andaccording to the information and explanation given to us we have neither come across anyinstance of fraud on or by the company noticed or reported by its officers or employeesduring the year nor we have been informed of such instances by the management.
11. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided managerialremuneration in accordance with the requisite approvals mandated by the provisions of theSection 197 read with Schedule V of the Companies Act 2013.
12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company.
Accordingly clause 3(xii) of Companies (Auditor's Report) Order 2016 is not applicable.
13. According to the information and explanation provided to us and based on ourexamination of the records of the Company the transactions with the related parties arein compliance with section 177 and 188 of Companies Act 2013 where applicable and thedetails of such transactions have been disclosed in financial statements as required bythe applicable accounting standards.
14. According to the information and explanation provided 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 the clause 3(xiv) of the Companies (Auditor's Report) Order 2016 isnot applicable.
15. According to the information and explanation provide to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransaction with directors or persons connected with him. Accordingly clause 3(xv) of theCompanies (Auditor Report) Order 2016 is not applicable.
16. According to the books of accounts and records of the company examined by us inour opinion the company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934.
For A. R. SODHA & Co.
A. R. Sodha
M. No 31878
Date: 30th May 2019
ANNEXURE B TO 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 SAB Eventsand Governance Now Media Limited (the Company) as of March 31 2019 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 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 to 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 Companies Act 2013.
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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover 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 authorizations ofmanagement 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.
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 March 31 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.
For A. R. SODHA & Co.
A. R. Sodha
M. No 31878
Date: 30th May 2019