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Sahara One Media and Entertainment Ltd.

BSE: 503691 Sector: Media
NSE: N.A. ISIN Code: INE479B01016
BSE 00:00 | 05 Dec Sahara One Media and Entertainment Ltd
NSE 05:30 | 01 Jan Sahara One Media and Entertainment Ltd
OPEN 15.65
PREVIOUS CLOSE 15.65
VOLUME 3
52-Week high 30.80
52-Week low 15.65
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.65
CLOSE 15.65
VOLUME 3
52-Week high 30.80
52-Week low 15.65
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sahara One Media and Entertainment Ltd. (SAHARAONEMEDIA) - Auditors Report

Company auditors report

TO THE MEMBERS OF

SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements ofSahara One Media And Entertainment (the "Company") which comprise the BalanceSheet as at March 31 2022 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsended on that date and a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as the "standalone financial statements").

In our opinion and to the best of our information and according to theexplanations given to us subject to the matters referred to in the Basis for QualifiedOpinion section of our report the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (the "Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022the profit and total comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Qualified Opinion

a) Reference is invited to Note 29 to the financial statementsregarding deposit of Rupees 694027.88 Thousand to Sahara-SEBI Refund account in thematter of dispute in respect of repayment of Optionally Fully Convertible Debentures(OFCDs) by two group companies namely M/s Sahara India Real Corporation Limited &Sahara Housing Investment Corporation Limited with Security and Exchange Board of India(SEBI).The Honourable Supreme Court of India vide its order dated 21-11-2013 had directedthat Sahara Group of Companies shall not part with movable and immovable properties andaccordingly 'SEBI' has seized the company's Fixed Deposit and Non-Current Investment.Subsequent to this Hon'ble Supreme Court vide it's order dated 4th June 2014 hasdirected to defreeze the Fixed Deposit account of the company subject to condition thattotal proceeds would be transferred to special account opened by the 'SEBI'. However thematter is pending at Honourable Supreme Court of India; we are unable to comment on theconsequential impact if any of the same on the financial statement of the company.

b) Material uncertainty over going concern: The company hasprepared financial statements on a going concern basis notwithstanding the fact that themajor customer of the company has terminated the program purchase agreement which was mainsource of income of the Company the company does not have sufficient fund to pay itscreditors recovery from debtors is pending since long advances given for movieproduction has stuck with the parties as company is unable to invest further fund andrevenue from operation has reached to negligible level. These events cast significantdoubt on the ability of the Company to continue as a going concern. The financialstatements do not adequately disclose these matters. Further due to certainnon-compliance of regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Securities and Exchange Board of India (SEBI) hasinitiated penal actions as per circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January22 2020 (SEBI SOP Circular) and has levied fine of Rupees 542800/- which may increasefurther if non-compliance continued the trading of the shares of the company has beensuspended and in further action the SEBI may freeze Demat account of Promoters.

c) Attention is invited to long pending content advances of Rupees191600 Thousand given to producers/film houses/actors for acquisition/development Filmcontent/rights. There is substantial delay in completion of the projects. Company'sability to materialise content advances into the film rights for exploitation is dependenton its funding the balance commitment agreed under the contracts. In view of the above weare unable to comment on the recoverability of content advance or its materialization intofilm rights and its consequential impact on the financials for the period.

d) Attention is invited to the overdue trade receivables of Rupees 7977Thousand (Net of Provisions). In view of significant delays in collections we are unableto comment on the recoverability of this overdue trade receivable and its consequentialimpact on the financials for the period.

e) The bank balance confirmation of bank accounts having book balanceof Rupees 234.32 Thousand as on 31-03-2022 could not be obtained as these accounts are indormant status. Had balance confirmations been received there may have been additionaladjustments required to the financial statement which are not determinable at this stage.

f) The online channel of the company is fully operational onYoutube.com but company has not received any revenue for the year due to non-compliance ofcertain formalities. No details regarding accrued revenue are available therefore impacton financials of the company is not ascertainable. The management of the company hasexplained that company is taking appropriate action and matter will be settled soon.

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing ("SA"s) specified under section143(10) of the Act. Our responsibilities under those Standards are further described inthe Auditor's Responsibilities for the Audit of the Standalone Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India ("ICAI")together with the ethical requirements that are relevant to our audit of the standalonefinancial 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 ICAI's Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.

Emphasis of Matter

a) The Gratuity Trust in which company was making gratuity contributionwas dissolved and Trust has refunded the amount pertains to the company but company hasneither created any recognized gratuity fund Trust nor made any other arrangement todeposit this amount to any other recognized Gratuity Fund Trust. Our opinion is notqualified in respect of this matter.

b) The bonus liability of Rupees 292.70 Thousand up to Financial Year2020-21 is lying unpaid as on date. As per section 19 of the Payment of Bonus Act 1965the payment of bonus should be made within eight month from the close of the relevantfinancial year otherwise company would be subjected to penalty under section 28 of thePayment of Bonus Act 1965. Our opinion is not qualified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matters Auditor's Response
Evaluation of uncertain tax positions
The Company has material uncertain tax positions under dispute which involves significant judgment to determine the possible outcome of these disputes. Refer Notes 28 to the Standalone Financial Statements Obtained details of completed and pending tax assessments and demands up to March 31 2022 from management. We considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions. We discussed the issue with person responsible to ascertain whether any change was required to management's position on these uncertainties.
Long pending balances of debtors and advances
The company is having substantial amount of recoverable balance of from debtors and against advances from several parties which are pending since long. Obtained details of correspondences and legal notices sent to parties and found that legal notice has been served to a debtor which was unanswered. We discussed the issue with persons responsible for governance and we were explained that Management of the company is taking further legal advice and will act accordingly. In respect to advances for movie project the Management explained that advances to parties could not be utilised or recovered as movie projects stuck up due to fund crisis. However management is confident that all advances will be recovered/ utilised in due course. But this statement was not supported by any convincing documentary evidence.

Information Other than the Financial Statements and Auditor's ReportThereon

The Company's Board of Directors is responsible for the preparation ofthe other information. The other information comprises the information included in themanagement Reports but does not include the standalone financial statements and ourauditor's report thereon. But this report is expected to be made available to us after thedate of this auditor's report.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon. Inconnection with our audit of the financial statements our responsibility is to read theother information identified above when it becomes available and in doing so considerwhether the other information is materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Management report if we conclude that there is amaterial misstatement therein we are required to communicate the matter to those chargedwith governance.

Management's Responsibilities for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financialperformance including other comprehensive income changes in equity and cash flows of theCompany in accordance with the Ind AS and other accounting principles generally acceptedin India. 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 standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional scepticism throughout the audit. We also:

· Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

Obtain an understanding of internal financial control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

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

Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit wereport 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 have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income Statement of Changes in Equity and the Statement of Cash Flows dealtwith by this Report are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended: Inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act.

h) 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 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements. Refer note 28 to the standalonefinancial statements.

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts;

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

iv. (a) The Management has represented that to the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement. v. The company has notdeclared or paid any dividend during the year.

2. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

ANNEXURE "A"

TO THE INDEPENDENT AUDITORS' REPORT ON THE STANDALONE IND AS FINANCIALSTATEMENTS OF SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED

(Referred to in paragraph 1 (f ) under 'Report on Other Legal andRegulatory Requirements' of our report of even date)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTINGUNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013 ("THEACT")

We have audited the internal financial controls over financialreporting of Sahara One Media And Entertainment Limited ("the Company") as of31st March 2022 in conjunction with our audit of the standalone Ind AS financialstatements of the Company for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The company's management is responsible for establishing andmaintaining internal financial control based on the internal control over financialreporting criteria established by the company considering the essential components of theinternal 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 and maintenance of adequateinternal financial controls that were operating effectively for insuring the orderly andefficient conduct of business including adherence to the Company's policies thesafeguards of its assets the prevention and detection of fraud and errors the accuracyand completeness of accounting records and the timely preparation of reliable financialinformation as required under the Act.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting with reference to these Ind-AS financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteon Audit of Internal Financial Controls over Financial Reporting ('the Guidance Note') andthe Standard on Auditing issued by ICAI and deemed to be prescribed under Section 143(10)of the Act to the extent applicable to an audit of internal financial controls bothapplicable to an audit of Internal Financial Controls and both issued by the ICAI. ThoseStandards and Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the internal financialcontrols over financial reporting with reference to these Ind-AS financial statements wereestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial control over financial reporting with reference tothese Ind-AS financial statements and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and evaluating the design and operating effectiveness of internal controlbased on assessed risk. The procedures selected depend on the auditors' judgmentincluding the assessment of the risk of material misstatement of the financial statementswhether due to fraud 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 financial controlsover financial reporting with reference to these Ind-AS financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Reporting and the preparation of financial statement for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial control over financial reporting with reference to these Ind-AS financialstatements includes those policies and procedures that: a) Pertains to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddepositions of the assets of the company; b) Provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and the receipts andexpenditures of the company are being made only in accordance with the authorization ofthe management and directors of the company; and c) 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 FINANCIALREPORTING

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to these Ind-AS financial statements including thepossibility 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 internal financial reporting withreference to these Ind-AS financial statements to future periods are subject to the riskthat the internal financial control over financial reporting with reference to theseInd-AS financial statements may become inadequate because of changes in conditions or thatof degree of compliance with the policies or procedures may deteriorate.

OPINION

Subject to matters described in our Basis for qualified opinion and keyaudit matters paragraph in our opinion to the best of our information and according tothe explanations given to us 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 31st March 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.

For D. S. Shukla & Co.
Chartered Accountants
(Firm Registration No. 000773C)
Lucknow 11 July 2022
(A. K. Dwivedi)
Partner
Membership No. 078297
UDIN: 22078297AMQLXD6377

ANNEXURE "B"

TO THE INDEPENDENT AUDITORS' REPORT ON THE STANDALONE IND AS FINANCIALSTATEMENTS OF SAHARA ONE MEDIA AND ENTERTAINMENT LIMITED

(Referred to in paragraph 2 under 'Report on Other Legal andRegulatory Requirements' section of our Report of even date)

i) (ai) The Company has maintained proper records showing fullparticulars including quantitative details and situation of its Property Plant andEquipment.

(aii) The company does not have any intangible assets.

(b) Fixed assets have not been physically verified by the managementduring the year.

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

(d) The Company has not revalued any of its Property Plant andEquipment during the year.

(e) No proceedings have been initiated during the year or are pendingagainst the Company as at March 31 2022 for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) The management has conducted physical verification ofinventory at reasonable intervals during the year and no material discrepancies werenoticed on such verification.

(b) The Company has not been sanctioned working capital limits inexcess of 5 crore in aggregate at any points of time during the year from banks orfinancial institutions on the basis of security of current assets and hence reportingunder clause 3(ii)(b) of the Order is not applicable.

(iii) The Company has not made any investments not provided anyguarantee or security and has not granted any loans or advances in nature of loan securedor unsecured to any companies firms Limited Liability Partnerships or any partiesduring the year and hence reporting under clause 3(iii)(a to f) of the Order is notapplicable.

(iv) In our opinion and according to the information and explanationsgiven to us the company has not given any loan or guarantee and security. Howevercompany has complied with the provision of section 186 of the Act in respect toinvestments made in earlier year in group companies and in a subsidiary company.

(v) The Company has not accepted any deposit or amounts which aredeemed to be deposits. Hence reporting under clause 3(v) of the Order is not applicable.

(vi) The maintenance of cost records has not been specified by theCentral Government under subsection (1) of section 148 of the Companies Act 2013 for thebusiness activities carried out by the Company. Hence reporting under clause (vi) of theOrder is not applicable to the Company.

(vii) (a) The Company has generally been regular in depositingundisputed statutory dues including Provident Fund Employees' State Insurance IncomeTax Goods and Service Tax Customs Duty Cess and other statutory dues applicable to itwith the appropriate authorities. However the following undisputed dues are in arrears asat March 31 2022 for a period of more than six months from the date they became payable.

Name of the Statue Nature of Dues Amount (Rs.'000)
Income tax Department Tax deducted at source 279.28

(b) According to the records of the Company the dues outstanding ofincome-tax customs duty and cess on account of any disputes are as follows:

Name of the Statue Nature of Dues Amount (Rs. ‘000) Period to which the amount relates Forum where dispute is pending
Income tax Act 1961 Income tax 341393.27 AY 2003-2004 & 2005-06 to 2012-13 Income Tax Appellate Tribunal
Income tax Act 1961 Tax deducted at source 61254.85 A.Y 2006-2007 & 2008-09 to 2010-2011 High Court
Income-tax Act 1961 Tax Deducted at Source 59432.39 A.Y. 2011-12 Income tax Appellate Tribunal
Income tax Act 1961 Income tax 19885.02 A.Y. 2000-2001 & 2001-2002 High Court
Income tax Act 1961 Income tax 255908.03 AY 2017-18 CIT (Appeal)
Customs Act 1962 Customs Duty 445.00 2008-2009 Custom Tribunal

(viii) There were no transactions relating to previously unrecordedincome that have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961 (43 of 1961).

(ix) (a) The Company has not taken any loans or other borrowings fromany lender. Hence reporting under clause 3(ix)(a) of the Order is not applicable.

(b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.

(c) The Company has not taken any term loan during the year and thereare no outstanding term loans at the beginning of the year and hence reporting underclause 3(ix)(c) of the Order is not applicable.

(d) The Company has not raised any funds during the year and hencereporting on clause 3(ix)(d)

of the Order is not applicable.

(e) On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiary or associates. The company does not have any jointventures.

(f) The Company has not raised any loans during the year and hencereporting on clause 3(ix)(f) of the Order is not applicable.

(x) (a) The company did not raise any money by way of initial publicoffer or further public offer (including debt instruments) and terms loans during theyear. Accordingly paragraph 3(x)(a) of the Order is not applicable.

(b) During the year the Company has not made any preferentialallotment or private placement of shares or convertible debentures (fully or partly oroptionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

(xi) (a) No fraud by the Company and no fraud on the Company has beennoticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the CompaniesAct has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government during the year and up to the date ofthis report.

(c) The company has not received any whistle blower complaints duringthe year (and up to the date of this report). xii) The Company is not a Nidhi Company andhence reporting under clause (xii) of the Order is not applicable.

(xiii) According to information and explanations given to us and basedon our examination of the records of the Company transactions with related parties are incompliance with section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) (a) In our opinion the Company has an adequate internal auditsystem commensurate with the size and the nature of its business.

(b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.

(xv) In our opinion during the year the Company has not entered intoany non-cash transactions with its Directors or persons connected with its directors andhence provisions of section 192 of the Companies Act 2013 are not applicable to theCompany.

(xvi) (a) In our opinion the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause3(xvi)(a) (b) and (c) of the Order is not applicable.

(b) In our opinion there is no core investment company within theGroup (as defined in the Core Investment Companies (Reserve Bank) Directions 2016) andaccordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

(xvii) The Company has incurred cash losses of Rupees11488.54 Thousandduring the financial year covered by our audit and Rupees 12497.51 Thousand in theimmediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of theCompany during the year.

(xix) On the basis of the financial ratios ageing and expected datesof realisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionswe are of the opinion that material uncertainty exists as on the date of the audit reportindicating that Company is not capable of meeting its liabilities existing at the date ofbalance sheet as and when they fall due within a period of one year from the balance sheetdate.

(xx) The Corporate Social Responsibility provisions are presently notapplicable to the company as company does not have net worth of Rupees Five Hundred Croresor more the turnover of the company during the year as well as immediate preceding yearis below one thousand Crores and company has incurred loss during the year and iscontinuously incurring losses since last several years. Hence reporting under clause3(xx) (a) and (b) of the Order is not applicable.

(xxi) According to the information and explanations given to us andbased on the reports issued by the auditors of the respective subsidiary included in theconsolidated financial statements of the Company to which reporting on matters specifiedin paragraph 3 and 4 of the Order is applicable provided to us by the Management of theCompany we have identified following adverse remarks made by the auditor in their reporton matters specified in paragraphs 3 and 4 of the Order.

Sr. No. Name CIN Nature of relation Clause number of the CARO report which is adverse
1. Sahara Sanchaar Limited U74140WB1997PLC112293 Subsidiary company Clause (i)(b) (vii)(a) and (xvii)

.