ON THE STANDALONE INDIAN ACCOUNTING STANDARDS (IND AS)
Financial Statements To The Members of Sea TV Network Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of SEA TV NETWORKLIMITED("the Company") which comprise the Balance Sheet as at March 31 2021the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year ended on that date and asummary of the significant accounting 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 except for the matters as set out in basis for qualified opinion section ofour report the aforesaid standalone financial statements give the information required bythe Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2021 the loss and totalcomprehensive loss changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
The company has not provided for interest on overdue loans from bank & unsecuredloans from directors in financial statements since 01.04.2017 amounting to Rs466191773/- (including Rs 137803288/- for F.Y. 2020-21). Had the company providedfor interest the loss of the company for the year ended 31.03.2021 would have been higherby Rs 137803288/- and negative balance of other equity would have increased by Rs466191773.
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our qualified audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters in addition to the matter described in basis forqualified opinion section of our report. We have determined following key audit matters tobe communicated in our report.
|Key Audit Matters ||How the key audit matter was addressed |
|1. Default in repayment of loans and Settlement proposal Noticeof sale and case pending with DRT Allahabad: ||Default in repayment of loans and Settlement proposal Notice of sale and case pending with DRT Allahabad: |
|The Loan account of the company (term loan & working capital loan) from Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) was declared as non- performing asset by the bank as the company defaulted in repayment of Principal & Interest thereon. The outstanding loan and interest accrued thereon till the date on which account was declared NPA is subject to reconciliation and confirmation with balance outstanding as per bank records. The company have submitted Settlement proposal with Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) and also deposited agreed upfront payment towards such Settlement proposal. The Settlement Proposal has not been disposed off as yet by the bank making it infructuous. The bank has issued notice of sale under Securitization and Reconstruction of Financial Assets and Enforcement of Security Act 2002 (SARFASIA) for sale of immovable properties mortgaged with the Bank. Aggrieved by the notice of sale Company has filed a case in Debts Recovery Tribunal (DRT) Allahabad and proceedings for sale have been stayed by the Tribunal and the matter is subjudice as at balance sheet date. (Refer Note No. 121416 & 29) ||We have gone through the Settlement proposal as also various communications made by the Company and Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) response thereon and assessed that Settlement proposal made by the company is not finalized as yet. Further we have also gone through the petition filed by the company in DRT Allahabad against the Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) who has invoked SARFAESI actions against the company for its loan accounts. The matter is pending in jurisdictional court and bank actions are stayed till further orders. Suitable disclosure in notes to accounts about non-provisioning of interest on outstanding loans as also non adjustment in the value of liabilities pending final outcome have been made in Note no. 29. |
|2. Going Concern assumptions financing & covenants: ||Going Concern assumptions financing & covenants: |
|For the settlement of Bank outstanding liabilities the availability of funds to discharge Settlement obligation is an important factor for going concern assumption and as such a significant part of our audit as the Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) also have asked the promoters to provide the details and confirmation on sources of funds to pay off Settlement. The promoters of the company have communicated to Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) that Settlement obligation when approved would be paid by disposal of properties held in the name of the company and as also by taking unsecured loans from friends and relatives. The promoters have also sought significant time to pay off the obligations upon Settlement approved by realizing optimum value of properties. Further the bank has initiated SARFAESI actions of possession and auction of charged immovable properties of the Company and guarantors against the company for its loan accounts and the matters are subjudice in jurisdictional court and bank actions are stayed till further orders. The expectations of the promoters/management on estimates of realizable value of the properties sought to be disposed off and arranging unsecured loan from friends and relatives for paying Settlement settled amount can be influenced by future cash flows and future events decision of the tribunal and restriction imposed by the bank in the current account may affect going concern assumptions financing and Settlement covenants. ||We have gone through the communications made by the Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) asking for sources of funds to discharge Settlement obligations and also promoters/management response thereon. The promoters/management of the company has expressed that the Settlement obligation would be met by disposal of properties of the company and guarantors and also by way of unsecured loans from friends and relatives. The discharge of obligations by paying Settlement amount is dependent on company's ability to realize optimum value of properties and also ability to raise unsecured loans from friends and relatives and may effect going concern assumption. The asset values in the balance sheet are on going concern assumptions and if that fails the recovery from the assets may be substantially lower. There can be subsequent default in the event of promoters/management not being able to realize appropriate value of properties and also financing from friends and relatives. This assumes more significance as the net worth of the company is negative by Rs 628141041/- as at 31.03.2021. Further we have also gone through the petition filed by the company in DRT Allahabad against the Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) who has invoked SARFAESI actions against the company for its loan accounts. The decision of the tribunal and restriction imposed by the bank in the current account may also significantly impact the going concern assumption. |
|3. Delay in deposit of Statutory Dues: ||Delay in deposit of Statutory Dues: |
|The company had been depositing all statutory dues i.e. Tax Deducted at source PF ESI etc with delay. ||We evaluated due date and deposit dates of various statutory liabilities and noticed that there are significant delays in depositing statutory liabilities which have suitably been reported appropriately in Annexure -A of our Auditor's Report |
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in theManagement Discussion and
Analysis Board's Report including Annexures to Board's Report Business ResponsibilityReport Corporate Governance and Shareholder's Information but does not include thestandalone financial statements 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 materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard as for the year ended March 31 2021 the otherinformation has not yet been prepared and not yet approved by Board of Directors.
Management's Responsibility for the Standalone Financial Statements
The Company's Management and Board of Directors are 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 total comprehensive income changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing 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 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.
The Board of Directors are responsible for overseeing the Company's financial reportingprocess.
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 S As 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 therisks of material misstatement of the standalone financial statements whether due tofraud or error design and perform audit procedures responsive to those risks and obtainaudit evidence that is sufficient and appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control. ? Obtain an understanding ofinternal financial controls relevant to the audit in order to design audit procedures thatare appropriate in the circumstances. Under section 143(3)(i) of the Act we are alsoresponsible for expressing our opinion on whether the Company has adequate internalfinancial controls system in place and the operating effectiveness of such controls. ?Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting 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 ofthe standalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and event s in a manner thatachieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or 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 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
2. 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 Sheetthe Statement of Profit and Loss including Other Comprehensive Income Statement ofChanges in Equity and the Statement of Cash Flow dealt with by this Report are inagreement with the relevant books of account.
d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.
e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
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 opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.
h) 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 in our opinion and to the bestof our information and according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements Refer Note 31 to the standalone financialstatements;
ii. the Company has made provision as required under the applicable law oraccounting standards for material foreseeable losses if any on long-term contractsincluding derivative contracts.
iii. There has been no delay in transferring amounts required to be transferredto the Investor Education and
Protection Fund by the Company.
|For Doogar & Associates |
|Chartered Accountants |
|Firm's Registration Number: 000561N |
|CA. Udit Bansal |
|Membership number: 401642 |
|Place: Agra |
|Date: 30.06.2021 |
Annexure - A to Auditors' Report
The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone financial statements for the year ended 31stMarch 2021 we report that:
(i)(a)The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of two years other thanset top boxes which are installed outside and are in possession of subscribers/ thirdparties and distribution equipment comprising overhead and underground cables. In theopinion of the management it is not possible to physically verify these assets owing totheir nature and location. In accordance with this programme certain fixed assets wereverified during the year and major discrepancies were noted on such physical verification.The discrepancies noted on such physical verification have been properly dealt with inbooks of accounts. In our opinion the periodicity of physical verification of fixedassets is reasonable having regard to size of the company and nature of its assets.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company except capital expenditure in earlier years on buildingcapitalized on property taken on lease.
(ii) According to the information and explanation given to us and on the basis of ourexamination of the records of the company there are no inventories.
(iii) According to the information and explanation given to us during the year thecompany has not granted any loans secured or unsecured to companies firm or otherparties covered in the register maintained under section 189 of the Companies Act 2013.
(iv) In our opinion and according to the information and explanations given to usthere are no loans investments guarantees and securities granted during the year inrespect of which provisions of section 185 and 186 of the Companies Act 2013 areapplicable.
(v) The Company has not accepted any deposits from the public.
(vi)According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under section 148 of the Act.
(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccounts in respect of undisputed statutory dues including provident fund employee stateinsurance income-tax duty of customs goods & service tax cess and other materialstatutory dues have generally been regularly deposited with delay during the year by theCompany with the appropriate authorities.
According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employee state insurance income tax duty ofcustoms goods and service tax cess and other material statutory dues were in arrears asat 31 March 2021 for a period of more than six months from the date they became payableexcept followings :-
|Name of Statute ||Nature of Dues ||Amount (Rs) ||Period to which the amount relates |
|Income Tax Act ||TDS ||326119/- ||Prior years |
|Income Tax Act ||TDS ||14313/- ||F.Y. 2017-18 |
|Income Tax Act ||TDS ||114626/- ||F.Y. 2018-19 |
|Income Tax Act ||TDS ||25373/- ||F.Y. 2019-20 |
|Income Tax Act ||TDS ||1683/- ||F.Y. 2020-21 |
(b) According to the information and explanations given to us there are no materialdues of income tax or goods and service tax or service tax or duty of custom or cesswhich have not been deposited with the appropriate authorities on account of any disputeexcept following:
|Nature of Statue ||Nature of Dues ||Amount (Rs) ||Period to which amount relates ||Forum where dispute is pending |
|Entertainment Act ||License fees ||11600800/- ||F.Y. 2013-14 ||Allahabad High Court Lucknow Bench. |
|Income Tax ||Income Tax ||72900/- ||A.Y. 2014-15 ||CIT(A)-2 Agra |
(viii) The Company has defaulted in repayment of loan or borrowing to a financialinstitution or bank government. The details of lender wise defaults are as under :-
|Name of Bank ||Nature of Account ||Over Due Amount (Rs) ||Period to which the amounts relates ||Whether Regularized |
|Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) ||Term Loan ||505920000/- ||1735 days upto 31.03.2021 ||No |
|Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) ||Cash Credit ||38298185/- ||1735 days upto 31.03.2021 ||No |
|Allahabad Bank (now merged with Indian Bank w.e.f. 01.04.2020) ||Interest on Term Loan & Interest on Cash Credit ||105088159/- ||1735 days upto 31.03.2021 ||No |
There are no debenture holders.
(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments). According to the information and explanationgiven to us no term loans were raised during the year .
(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.
(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act. (xii)In our opinion and according to theinformation and explanations given to us the Company is not a nidhi company. Accordinglyparagraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 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) According to the information and explanations give 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.
(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
|For Doogar & Associates |
|Chartered Accountants |
|Firm's Registration Number: 000561N |
|CA. Udit Bansal |
|Membership Number: 401642 |
|Place: Agra |
|Date: 30.06.2021 |
Annexure-B to the 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 Sea TVNetwork Limited ("the Company") as of 31stMarch 2021 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.
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 Reporting issued by the Institute of Chartered Accountants of India(ICAI'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required 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 deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.
Our audit involves performing procedures to obtain audit evidence 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 31stMarch 2021 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 Institute of CharteredAccountants of India however the internal financial controls over credit extended tocustomers fixed assets & Capital management needs to be strengthened.
|For Doogar & Associates |
|Chartered Accountants |
|Firm's Registration Number: 000561N |
|CA. Udit Bansal |
|Membership number: 401642 |
|Place: Agra |
|Date: 30.06.2021 |