TO THE MEMBERS OF
SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED
We have audited the accompanying Standalone financial statements of SAHARA ONE MEDIAAND ENTERTAINMENT LIMITED ("the Company") which comprise the Balance Sheet asat March 31 2018 and the Statement of Profit and Loss (including Other ComprehensiveIncome) the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and a summary of the significant accounting policies and other explanatoryinformation (hereinafter referred to as "standalone Ind AS financialstatements")
MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE IND AS 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 ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder section 133 of the Act read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial 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 Ind AS financialstatements based 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 of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone IndAS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true 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'sBoard of Directors as well as evaluating the overall presentation of the standalone IndAS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit opinion on the standalone Ind AS financialstatements.
Basis for Qualified opinion
1. Reference is invited to Note 30 to the financial statements regarding deposit ofRupees694027.88 Thousand to Sahara-SEBI Refund account in the matter of dispute inrespect of repayment of Optionally Fully Convertible Debentures (OFCDs) by two groupcompanies namely M/s Sahara India Real Corporation Limited & Sahara HousingInvestment Corporation Limited with Security and Exchange Board of India (SEBI).TheHonorable Supreme Court of India vide its order dated 21-11 2013 had directed that SaharaGroup of Companies shall not part with movable and immovable properties and accordingly'SEBI' has seized the company's Fixed Deposit and Non-Current Investment. Subsequent tothis Hon'ble Supreme Court vide it's order dated 4th June 2014 has directed to defreezethe Fixed Deposit account of the company subject to condition that total proceeds would betransferred to special account opened by the 'SEBI'. However the matter is pending atHonorable Supreme Court of India; we are unable to comment on the consequential impact ifany of the same on the financial statement of the company.
In our opinion and to the best of our information and according to the explanationsgiven to usexcept for the effects of the matters described in Basis for Qualified Opinionparagraphthe aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2018 and its Loss total comprehensive income its cash flows andthe changes in equity for the year ended on that date.
Emphasis of Matter
1. The company has prepared financial statements on a going concern basisnotwithstanding the fact that the major customer of the company has terminated the programpurchase agreement which was main source of income of the Company the company does nothave sufficient fund to pay its creditors and statutory dues and revenue from operationhas reached to negligible level. These events cast significant doubt on the ability of theCompany to continue as a going concern. The appropriateness of the said basis is interalia dependent on the Company's ability to make new customers infuse requisite funds formeeting its obligations and resuming normal operations. Our opinion is not qualified inrespect of this matter.
2. The Gratuity Trust in which company was making gratuity contribution was dissolvedand Trust has refunded the amount pertains to the company but company has neither createdany recognized gratuity fund Trust nor made any other arrangement to deposit this amountto any other recognized Gratuity Fund Trust. Our opinion is not qualified in respect ofthis matter.
3. Attention is invited to Note-4 to the financial statement of Investments whichincludes investment in subsidiary company M/s Sahara Sanchar Limited.The company hasincreased its holding from 13.52% to 54.17% during the year by acquiring 18043478 Nos.shares @ Rs. 46 per shares while the previous acquisition price was Rs. 31/- per share.These instruments have been acquired from M/s Sahara India Commercial Corporation Limitedagainst trade receivable settlement and partially in cash aggregating to Rs. 830000Thousand (previous year Rs.186000 Thousand). The valuation hereof is as confirmed by themanagement which has been relied upon by us. Our opinion is not qualified in respect ofthis matter.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. 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 the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.
d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act read with relevantrules issued thereunder.
e) On the basis of the written representations received from the directors as on March31 2018 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 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 A"
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 as amended 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 its financialposition in its standalone Ind AS financial statements. Refer note 29 to the standaloneInd AS financial statements.
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts;
iii. There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company.
2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
|For D. S. Shukla & Co. |
|Chartered Accountants |
|(Firm's Registration No. 000773C) |
|Delhi-NCR 29 May 2018 |
|Membership No. 078297 |
|Mumbai 23 May 2017 |