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Sri Adhikari Brothers Television Network Ltd.

BSE: 530943 Sector: Media
NSE: SABTN ISIN Code: INE416A01036
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Sri Adhikari Brothers Television Network Ltd. (SABTN) - Auditors Report

Company auditors report

To the Members of Sri Adhikari Brothers Television Network Limited

Report on the Audit of the Standalone Financial Statements

Adverse Opinion

We have audited the Standalone financial statements of Sri Adhikari Brothers TelevisionNetwork Limited (“the Company”) which comprise the Balance Sheet as at March31 2022 the statement of Profit and Loss statement of Changes in Equityand thestatement of Cash Flows for the year then ended and notes to the financial statementsincluding a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to explanation given tous because of the significance of the matters and except for the possible effects of thematters discussed in the Basis of Adverse Opinion and Emphasis of Matters section of ourreport the accompanying standalone financial statements give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company of its loss position of changes in equity and cash flows for theyear then ended.

Basis for Adverse Opinion

I) We are not able to judge solely on the basis of verification of other auditevidences obtained during the course of audit whether the management has fulfilled itsresponsibility for the preparation of the financial statements in accordance with theapplicable financial reporting framework. Further we had also requested the management togive a written representation that it has provided us with all the relevant informationduring the audit and whether all the transactions have been properly recorded andreflected in financial statements however the management has not provided all suchwritten representations as per Standard on Auditing SA 580 as a result we are unable toobtain sufficient appropriate audit evidence. The possible effects of such inability onthe financial statements are not confined to specific elements any accounts or items offinancial statements and hence we conclude this condition to be pervasive in ourprofessional judgment due to which we have issued adverse opinion on the financialstatements in such circumstances as required by Standard on Auditing SA 705 (Revised).

ii) Due to defaults in repayment of loans taken from Bank/s the Account of the Companyhas been classified as Non-Performing Asset by Banks in the previous financial years andexcept two Banks other Banks have not charged the interest / reversed the unpaid interestcharged from the date the account has been classified as non-performing. No provision hasbeen made in the books of accounts maintained by the Company for interest / penalinterest if any on these term loans amounting to approximately Rs. 234825319 /- as onMarch 31 2022 (exact amount cannot be determined) hence to that extent finance costtotal loss for the year ended March 31 2022 Negative “Other Equity” balances(as it includes interest expense of previous financial years) and current financialliabilities are understated by approximately Rs. 234825319 /- as on March 31 2022. Thesaid amount of Rs. 234825319 /- is the difference between Claims amounting to Rs.2023393274/- (including interest) received from banks by RP as on December 20 2019and amount of loan outstanding from banks amounting to Rs.1788567955 /- reflected inbooks of accounts of the Company as on March 31 2022. Also such loan outstandingbalances as per books of accounts are subject to confirmation / reconciliation with thebalance as per banks as on March 31 2022.

iii) The aggregate carrying value of Business and Commercial rights in the books of theCompany as on March 31 2022 is Rs. 692933536 /-. There is no revenue generation frommonetization of these assets during the year ended March 31 2022 and in previousfinancial years due to which the Company has incurred substantial losses during the yearended March 31 2022 and in previous financial years. There is a strong indication ofImpairment in the value of these Business and Commercial rights and therefore we are ofthe opinion that the Impairment loss of Rs. 692933536/- should be provided on all suchassets in the books of accounts of the Company as on March 31 2022. The assets of theCompany are overstated and net loss for the year ended March 31 2022 is understated tothat extent.

iv) The Company has not provided for loss allowances on financial Corporate Guaranteecontracts amounting to about Rs. 3018823554/- (exact amount cannot be ascertained) ason March 31 2022 given by the Company on behalf of its related group companies which isto be recognized as required by Indian Accounting Standard (IND-AS 109) and also notprovided for claims amounting to about Rs. 1360797232/- (exact amount cannot beascertained) as on March 31 2022 received from banks for security interest on the assetsof the Company for Loans availed by the related group companies. The financial liabilitiesof the Company and net loss for the year ended March 31 2022 are understated to thatextent.

v) The Company's inventories are reflected in the Balance Sheet at Rs. 27101487/- ason March 31 2022. The Company has not stated the inventories at the lower of cost and netrealizable value but has stated them solely at cost which constitutes a departure fromIndian Accounting Standard-2- Inventories (Ind AS-2). As the inventories of the Companyconsist of rights which are returned by the customers due to defect in quality of suchrights and it also consist of such inventory which are non-moving for a long period oftime we are of the opinion that the net realizable value of inventories is NIL as onMarch 31 2022. The assets of the Company are overstated and net loss for the year endedMarch 31 2022 is understated to that extent.

vi) The impact of Impairment if any of all other Tangible assets in Property Plantand Equipment amounting to Rs. 374359951 /- and Capital Work in Progress amounting toRs. 140344247 /- should be accounted in the books of accounts by the Company at theyear ended March 31 2022 after conducting the physical verification of all such assetsand by ascertaining the Fair Market Value of such assets by appointing a third partyexpert valuers and by doing a valuation of the same. In the absence of physicalverification of Property Plant and Equipment and valuation report of assets by the thirdparty valuers we are unable to comment whether that the value of assets as reflected inProperty Plant and Equipment and Capital Work in Progress head is correct or impairmentfor the same is required as on March 31 2022.

vii) The Company / RP has received claims from some Operational Creditors amounting toRs. 240190 /- as on December 20 2019 which has been accepted however Rs. 125782/- isthe balance outstanding as per books as on March 31 2022 for such operational creditors.The loss for the year ended March 31 2022 and Trade Payables are understated to theextent of Rs. 114408 /- as on March 31 2022.

viii) Inter-Company Related Party outstanding balance with TV Vision Limited and SABEvents and Governance Now Media Limited as on March 31 2022 is subject to reconciliation.The impact if any due to non-reconciliation of Inter-Company accounts on the financialstatements of the Company as on March 31 2022 is unascertainable.

ix) The amount of Depreciation and Amortization expenses for the year ended March 312022 is assumed to be proportionate to the Depreciation and Amortization expenses as perthe Audited financials of the Company for the year ended March 31 2022 due to reasons asstated in Note No. 31 forming part of the financial statements for the year ended March31 2022. The impact of differences if any between actual depreciation as per FixedAsset Register and as per the books of accounts on the financial statements of theCompany as on March 31 2022 is unascertainable.

x) No provision for doubtful debts for the sum of Rs. 2681000 /- has been made inbooks of accounts as on March 31 2022 as required by Indian Accounting Standard (IND-AS109) for amount recoverable from a debtor which is doubtful of recovery. The loss for theyear ended March 31 2022 is understated and Trade Receivables of the Company areoverstated as on March 31 2022 to the extent of Rs. 2681000 /-.

xi) Bank Balances totalling to Rs. 261992 /- and unclaimed dividend account amountingto Rs. 182687/- are subject to confirmation / reconciliation due to non-receipt of bankstatements / bank confirmation / external confirmations as on March 31 2022 asrepresented to us by the management. The impact if any on the financial statements as onMarch 31 2022 could not be ascertained.

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our adverse opinion.

Material Uncertainty Relating to Going Concern

I) Attention is drawn to Note No. 35 forming part of financial statements regardingpreparation of accounts on going concern basis notwithstanding the fact that loans havebeen recalled back by secured lenders current liabilities are substantially higher thanthe current assets issue of notices under Securitisation and Reconstruction of FinancialAssets and Enforcement of Security Interest Act 2002 recovery proceedings initiated withdebt recovery tribunal invocation of Corporate Guarantees which was given by the Companyrelating to its related group companies initiation of Corporate Insolvency ResolutionProcess under Insolvency and Bankruptcy Code 2016 and substantial losses incurred by the

Company for the year ended March 31 2022 and negative Total Equity of Rs. 7838.52Lakhs as on March 31 2022. The appropriateness of assumption of going concern is mainlydependent on the company's ability to generate growth in cash flows in future to meet itsobligation. However we are unable to obtain sufficient and appropriate audit evidenceregarding management's using principle of going concern in the preparation of financialstatements in view of the initiation of Corporate Insolvency Resolution Process theoutcome of which is unascertainable as on date and uncertainty relating to other mattersstated hereinabove.

Emphasis of Matters

i) Attention is drawn to Note No.31 forming part of the financial statements wherein itis stated that the suspended management has not handed over the possession of theCorporate and Registered office of the Company content library (intangible assets)inventories other fixed assets Fixed Assets Register and other such information andrecords / documents related to the Company and the Resolution Professional has filed anon-cooperation petition with Hon'ble NCLT Mumbai against the suspended management of theCompany under section 19 of IBC. The outcome of such application is unascertainable as ondate.

ii) Attention is drawn to Note No. 32 forming part of the financial statements whereinit is stated that the Transaction Audit of the Company for a period of 5 years wasconducted by Transaction Auditor and the Transaction Audit Report has reported certainfindings of Preferential Undervalued and Fraudulent Transactions under section 43 45 and66 of IBC undertaken by the erstwhile management of the Company. Such transactions asreported in the said Transaction Auditor's report were incurred in the previous financialyears when the financial statements / accounts of the Company were audited by predecessorauditors. Accordingly the RP with approval of Committee of Creditors has filed apetition with Hon'ble NCLT Mumbai against the suspended management of the Company undersection 43 45 and 66 of IBC. However an application has been filed by Mr. MarkandAdhikari before Hon'ble NCLT Mumbai for quashing the appointment and report of theTransaction Auditor.

Further Attention is drawn to Note No. 34 forming part of financial statements whereinit is stated that RP has served notice of termination of Leave and License agreement tothe licensees from July 1 2020 in the interest of the Company. However an application isissued on behalf of Mr. Markand Adhikari Suspended Director before Hon'ble NCLT MumbaiBench seeking issuance of appropriate directions to quash the termination of Leave andLicence Notice on behalf of the Company to the licensees.

The outcomes of these applications are unascertainable as on date.

Also RP has also appointed valuers to carry out valuation of all the assets (includingintangible assets) of the Company. As per Note No. 32 forming part of the financialstatements for the year ended March 31 2022 the valuation of the fixed assetsintangible assets financial assets and inventory as disclosed in the financials of F.Y.2021-22 are subject to the valuation reports of the valuers.

iii) The impact of short / excess provision if any in all the pending direct andindirect tax assessments has not been accounted for the year ended March 31 2022 due tonon-receipt of final assessment order of direct and indirect tax demand received from therelevant tax authorities / court.

Our opinion is not modified in respect of these matters.

Other Matters

i) The Hon'ble National Company Law Tribunal Mumbai bench (“NCLT”) in anOrder dated December 20 2019 admitted an Insolvency and Bankruptcy petition filed by oneof the secured lenders against Sri Adhikari Brothers Television Network Limited andappointed Mr. Vijendra Kumar Jain to act as Resolution Professional (RP) to carry thefunctions as mentioned under Insolvency and Bankruptcy Code 2016.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors / Management is responsible for the other information.The other information comprises the information included in the Board's report andManagement Discussion and Analysis but does not include the Secretarial Audit reportStandalone financial statements and our auditor's report thereon. The Board's report andManagement Discussion and Analysis is expected to be made available to us after the dateof this auditor's report.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

When we read the Board's report and Management Discussion and Analysis if we concludethat there is a material misstatement therein we are required to communicate the matterto those charged with governance and make disclosures and take specific actions as perapplicable laws and regulations if required.

Key Audit Matters

Except for the matter described in the Basis for Adverse Opinion section and Emphasisof Matters paragraph we have determined that there are no other key audit matters tocommunicate in our report.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

The Company's Board of Directors / Management is responsible for the matters stated insection 134(5) of the Companies Act 2013 (“the Act”) with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the financial statements the Board of Directors / 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 the Board of Directors / Management either intends to liquidatethe Company or to cease operations or has no realistic alternative but to do so.

Those Board of Directors / Management are also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these 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 financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

? Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 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 reasonableness ofaccounting estimates and related disclosures made by management / resolution professional.

? 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

? Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieve fair presentation.

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 our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 (“the Order”)issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in “Annexure A” a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose 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 the Statement of Changes inEquityand the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account.

d) In our opinion subject to Basis of Adverse Opinion and Emphasis of Matters sectionin our report the aforesaid standalone financial statements comply with the AccountingStandards specified 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 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 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 other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of 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 financial statements

Refer Note No.27 to the financial statements.

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

iii. There has been no delay in transferring material amounts to the Investor Educationand Protection Fund by the Company.

iv. (1) The management has represented that to the best of its knowledge and beliefother than as disclosed in the notes to the accounts no funds have been advanced orloaned or invested by the Company to or in any other person(s) or entity(ies)includingforeign entities ("Intermediaries") with the understanding whether recorded inwriting or otherwise that the Intermediary shall whether directly or indirectly lendor invest in other persons or entities identified in any manner whatsoever by or on behalfof the Company ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries : and

(2) The management has represented that to the best of it's knowledge and beliefother than as disclosed in the notes to the accounts no funds have been received by thecompany from any person(s) or entity(ies) including foreign entities ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries; and

(3) Based on audit procedures which we considered reasonable and appropriate in thecircumstances nothing has come to their notice that has caused them to believe that therepresentations under sub-clause (i) and (ii) contain any material misstatement.

v. The company has not declared or paid any dividend during the year in contraventionof the provisions of section 123 of the Companies Act 2013.

For P. Parikh and Associates
Chartered Accountants
FR No.: 107564W
Sandeep Parikh Partner
Membership No.: 039713
Mumbai
May 25 2022
UDIN:22039713AJOGNU5734

“ANNEXURE A” FORMING PART OF INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our Independent Auditor's Report of even date to themembers of the Company on the standalone Ind AS financial statements for the year endedMarch 31 2022 we report that:

On the basis of such checks as we considered appropriate and according to theinformation and explanations given to us during the course of our audit we report that:

(a) (A) The Fixed Asset register of the Company containing details of fullparticulars including quantitative details and situation of fixed assets has not beenhanded over by the suspended management to the RP as pointed in Note No. 31 forming partof financial statements for the year ended March 31 2022 therefore in Financial Year2021-2022 we are unable to comment whether the Company is maintaining proper recordsshowing full particulars including quantitative details and situation of Fixed Assets;

(B) The Fixed Asset register of the Company containing details of full particulars ofintangible assets has not been handed over by the suspended management to the RP aspointed in Note No. 31 forming part of financial statements for the year ended March 312022 therefore in Financial Year 2021-2022 we are unable to comment whether the Companyis maintaining proper records showing full particulars of intangible assets.

(b) As stated hereinabove the Fixed Asset Register of the Company for Financial Year2021-2022 has not been handed over by the suspended management to the ResolutionProfessional therefore we are unable to comment whether the quantity of Fixed Assets asper Fixed Asset register / books of accounts as on March 31 2022 have been physicallyverified by the management at reasonable intervals and whether any material discrepanciesnoticed on physical verification have been properly dealt with in the books of accounts;

(c) According to the information and explanation given to us and on the basis ofrecords furnished to us the title deeds / ownership of the immovable properties are heldin the name of the company. However the immovable properties held in the name of theCompany have been mortgaged to Secured lenders of the Company and to the borrowers forwhom corporate guarantees has been given by the Company on behalf of its related groupcompanies.

(d) The Company has not revalued any of its Property Plant and Equipment (includingright-of-use assets) and intangible assets during the year.

(e) There are no proceedings initiated or are pending against the company for holdingany benami property under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) andthe rules made thereunder.

(ii) (a) The Inventories of the Company have not been handed over by the suspendedmanagement to the RP as pointed in Note No. 31 forming part of financial statements forthe year ended March 31 2022 therefore we are unable to comment whether the physicalverification of inventories as on March 31 2022 has been conducted at reasonableintervals by the management and the coverage and procedure of such verification by themanagement is appropriate. Further we are also unable to comment whether anydiscrepancies of 10% or more in the aggregate for each class of inventory were noticed.

(b) During the current financial year the Company has not been sanctioned workingcapital limits in excess of five crore rupees in aggregate from banks or financialinstitutions on the basis of security of current assets.

(iii) During the current financial year the Company has not made any investments inprovided any guarantee or security or granted any loans or advances in the nature ofloans secured or unsecured to companies firms Limited Liability Partnerships or anyother parties; hence the Clause 3 (iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of sections 185 and 186 of the Companies Actwherever applicable in respect of loans investments guarantees and security.

(v) The Company has not accepted any deposit and hence directive issued by the ReserveBank of India and provisions of sections 73 to 76 or any other provisions of CompaniesAct 2013 and Rules framed thereunder reporting under clause 3(v) of the Order is notapplicable.

(vi) The Central Government has not prescribed the maintenance of cost records undersub- section (1) of section 148 of the Act for any of the activities of the Company; hencethe Clause (vi) of paragraph 3 of the Order are not applicable to the Company.

(vii) a) According to the information and explanations given to us and on the basis ofour examination of the records the Company is generally regular in depositing undisputeddues including GST provident fund income tax sales tax service tax duty of customsduty of excise value added tax cess and other statutory dues to the appropriateauthorities however it is not regular in depositing undisputed statutory dues ofemployees state insurance with the appropriate authorities. According to the informationand explanations given to us there is outstanding statutory dues of employees stateinsurance as on March 31 2022 for a period of more than six months from the date theybecame payable the details of which are as follows: -

Nature of Statutory Liability Amount (Rs.)
Employee's Contribution of ESIC Rs. 493 /-

b) According to information and explanation given to us there are no disputedstatutory dues including GST provident fund income tax sales tax service tax duty ofcustoms duty of excise value added tax cess and other statutory dues which have notbeen deposited on account of dispute except as stated below :-

Name of Statute Nature of dues Year(s) to which it pertains Paid Amount Not (in Lakhs) Forum where dispute is pending
Income Tax Act 1961 Income Tax demand 2000-01 35.08 Mumbai High Court

viii) According to the information and explanations given to us the company has notsurrendered or disclosed any transaction previously unrecorded in the books of accountsin the tax assessments under the Income Tax Act 1961 as income during the year.Accordingly the requirement to report on clause 3(viii)of the order is not applicable tothe Company

ix) (a) According to the information and explanations given to us and as per the booksand records examined by us in our opinion the Company has defaulted in repayment ofloans or other borrowings or in the payment of interest thereon to any lender the periodand the amount of default are as follows :-

Nature of borrowing including debt securities Name of Lender Amount not paid on due date Whether principal or interest No. of months delay or unpaid Remarks if any
1 Canara Bank Rs. 853580953/- Default of both Interest and Principal liability. 64 Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.
2 Central Bank of India Rs. 227772554/- Default of both Interest and Principal liability. 100 Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.
3 Dhanlaxmi Bank Rs. 119523097/- Default of both Interest and Principal liability. 57 Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.
4 Indian Overseas Bank Rs. 115980252/- Default of both Interest and Principal liability. 55 Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.
5 State Bank of India Rs. 471711099/- Default of both Interest and Principal liability. 55 Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.

The default of interest / penal interest / late payment / other charges if any onloans outstanding as on March 31 2022 cannot be precisely ascertained as the account ofthe Company has turned non-performing and some banks have not charged interest from thedate the account has turned non-performing. The disclosure of the same is also mentionedin Point (ii) of Basis of Adverse Opinion paragraph of our audit report. Further sinceall the loans have been recalled the entire outstanding amount as per books of accountsis disclosed as amount of default as on March 31 2022. Further the amount payable tobanks for Corporate Guarantees given by the Company on behalf of its related groupcompanies are not included in the above table the disclosure of the same has beenmentioned in Point (iv) of Basis of Adverse Opinion paragraph of our audit report.

(b) According to the information and explanations given to us and the records of theCompany examined by us the Company has not been declared wilful defaulter by any bankfinancial institution or other lenders.

(c) The Company has not taken any term loans during the year. However the Company hadobtained term loans in the earlier financial year's when the accounts were audited bypredecessor auditors after which the Account of the Company became Non-performing Assets(NPA) the details of which is also disclosed in Point No. (ii) of Basis of AdverseOpinion paragraph therefore we are unable to comment whether term loans were applied forthe purpose for which the loans were obtained.

(d) On our overall examination of the financial statements of the Company during ourtenure as Statutory Auditors of the Company the Company has not raised funds on shortterm basis which has used for long term purposes by the Company.

(e) On our overall examination of the financial statements of the Company during ourtenure as Statutory Auditors of the Company the Company has not taken any funds from anyentity or person on account of or to meet the obligations of its subsidiaries associatesor joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities heldin its subsidiaries joint ventures or associate companies.

x) (a) According to the information and explanations given to us and as per the booksand records examined by us the Company has not raised money by way of initial publicoffer or further public offer (including debt instruments) during the year. Accordinglyreporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and as per the books andrecords examined by us the Company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully partially or optionally convertible)during the year. Accordingly reporting under clause 3 (x) (b) of the Order is notapplicable to the Company.

xi) (a) The Transaction auditor in his Transaction Audit report dated December 7 2020has reported certain findings of Preferential Undervalued and Fraudulent Transactionsunder section 43 45 and 66 of IBC which was undertaken by the erstwhile management ofthe Company. Such transactions as reported in the said Transaction Auditor's report wereincurred in the previous financial years when the financial statements / accounts of theCompany were audited by predecessor auditors which indicates that a fraud relating toprevious financial years by the erstwhile management of the Company has been reportedduring the previous years in the said Transaction Auditor's Report. As per the saidreport since the value of such Preferential Undervalued and Fraudulent Transactions asdetermined by the Transaction Auditor is based on available information with him theexact amount involved and nature of fraud cannot be reported. However an application hasbeen filed by Mr. Markand Adhikari before Hon'ble NCLT Mumbai for quashing theappointment and report of the Transaction Auditor the outcome of which is unascertainableas on date.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filedin Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government during the year and upto the date of this report.

(c) As per the information and explanation provided to us by the management / RP thereare no whistle blower complaints received by the Company during the year.

xii) In our opinion and according to the information and explanation given to us theCompany is not a Nidhi Company; hence Clause (xii) of paragraph 3 of the Order is notapplicable.

xiii) According to the information and explanations given to us and based on ourexamination of records of the Company transactions with the related parties are incompliance with section 177 and 188 of the Act where applicable and the details of suchtransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable accounting standards.

xiv) (a) In our opinion the Company does not have an internal audit systemcommensurate with the size and the nature of its business.

(b) The Company has not appointed the Internal Auditors for the period under audittherefore we were unable to verify and consider the Internal Auditors report of theCompany for the period under audit.

xv) In our opinion during the year the Company has not entered into any non-cashtransactions with its Directors or persons connected with its directors and henceprovisions of section 192 of the Companies Act are not applicable to the Company.

xvi) (a) In our opinion the Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause 3(xvi)(a) (b)and (c) of the Order is not applicable.

(d) In our opinion there is no core investment company within the Group (as defined inthe Core Investment Companies (Reserve Bank) Directions 2016) and accordingly reportingunder clause 3(xvi)(d) of the Order is not applicable.

xvii) The Company has incurred cash losses during the financial year covered by ouraudit and the immediately preceding financial year and the details of the cash losses areas follows :-

Financial Year Amount of Cash Losses ( in Lakhs.)
2021-2022 Rs. 84.10
2020-2021 Rs. 442.54

xviii) There has been no resignation of the statutory auditors of the Company duringthe year.

xix) On the basis of the financial ratios ageing and expected dates of realisation offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions we believe thatmaterial uncertainty exists as on the date of the audit report which indicates thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date and thedetailed reasons are also disclosed in “Material Uncertainty relating to GoingConcern” paragraph of our Independent Auditor's report.

xx) As the Company is in losses in the current and preceding financial year and alsohas negative net worth as on March 31 2022 Section 135 of the Companies Act is notapplicable to the Company therefore sub-clause (a) and (b) of clause 3 (xx) of the Orderis also not applicable to the Company.

xxi) The Subsidiary financial statements and Auditors report for financial year2021-2022 were not made available to us till the date of signing of the Auditors reportdue to which we are unable to comment on the qualifications or adverse remarks of the CAROreport of the subsidiary company.

For P. Parikh and Associates
Chartered Accountants
FR No.: 107564W
Sandeep Parikh Partner
Membership No.: 039713
Mumbai
May 25 2022
UDIN:22039713AJOGNU5734

“ANNEXURE B” FORMING PART OF INDEPENDENT AUDITOR'S 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 SriAdhikari Brothers Television Network Limited (“the Company”) as of March 312022 in conjunction with our audit of the financial statements of the Company for the yearended 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the “Guidance Note”) and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the 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 judgement 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 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.

Opinion

In our opinion the Company has in all material respects subject to the possibleeffects and significance of the matters as discussed in the Basis of Adverse Opinion andEmphasis of Matters section of our report an adequate internal financial controls systemover financial reporting and such internal financial controls over financial reportingwere operating effectively as at March 31 2022 based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For P. Parikh and Associates
Chartered Accountants
FR No.: 107564W
Sandeep Parikh Partner
Membership No.: 039713
Mumbai
May 25 2022
UDIN:22039713AJOGNU5734

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