TV Vision Limited.
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of TV VisionLimited ("the Company") which comprise the Balance Sheet as at 31stMarch 2018 the Statement of Profit and Loss (including Other Comprehensive income) thestatement of Cash Flows and the Statement of changes in equity for the year then endedand a summary of the significant accounting policies and other explanatory information(hereinafter referred to as "standalone Ind AS financial statements")
Management's Responsibility for the Standalone Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act Companies (Indian Accounting Standards) Rules 2015 asamended. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.
We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.
Basis for Qualified Opinion
i) Due to defaults in repayment of dues company's accounts has been classified as nonperforming by the banks. One of the banks has not charged the interest from the dateaccounts has been classified as non performing and has reversed the unpaid interest in theloan account. No provision has been made for interest on this loan and to that extentfinance cost total loss and current financial liability is estimated to be understatedapproximately by Rs. 672.16 Lakhs
ii) Performance of the Company's associate concern Krishnashowbiz Services PrivateLimited "KSPL" in which the Company has an investment of Rs. 3012 Lakhs issignificantly lower than the expected during the financial year and it has reduced itsoperational activity significantly during the later part of the financial year. Also thereare impairment indication with respect to intangible assets held by the associate. Theassociate has incurred loss of Rs. 3003.84 Lakhs during the Financial year.
Also monetization of non current assets having carrying value Rs. 18370.21 Lakhs issignificantly lower than expected. The above performance reduction in operation activityof the associate and lower than expected monetization indicate the impairment in the valueof the investment and non current Assets. In the absence of working for impairment we areunable to quantify the amount of impairment provision required and its possible effects onthe financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effect of the matter described in the basis ofqualified opinion paragraph the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2018 and its loss total comprehensiveincome its cash flows and the changes in equity for the year ended on that date.
Uncertainty related to Going Concern
We draw your attention to Note 31 to the standalone Ind AS financial statementsregarding classification of loan accounts as non performing by bank and submission ofresolution plan by company which is under consideration with the bank and to the fact thatthe financial statements and results have been prepared on going concern basisnotwithstanding the fact that loans have been recalled back by secured lenders currentliabilities are substantially higher than the current assets existence of impairmentindication relating to noncurrent assets. The appropriateness of assumption of goingconcern is mainly dependent on approval of company's resolution plan by the securedlenders company's ability to generate growth in cash flows to meet its obligations.
The comparative financial information of the Company for the year ended 31 March 2017and the transition date opening balance sheet as at 1 April 2016 included in thesestandalone Ind AS financial statements are based on the statutory financial statementsprepared in accordance with the Companies (Accounting Standards) Rules 2006 audited by uswhose report for the year ended 31 March 2017 and 31 March 2016 dated 29th May 2017 and29th July 2016 respectively expressed an unmodified opinion on those standalone financialstatements as adjusted for the differences in the accounting principles adopted by theCompany on transition to the Ind AS which have been audited by us.
Our opinion on the standalone Ind AS financial statements and our report on Other Legaland Regulatory Requirements below is not modified in respect of the above matters.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of the section 143 of the Companies Act2013 we give in Annexure A a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.
As required by Section 143 (3) of the Act we report that:
a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss (including Other ComprehensiveIncome) the statement of Cash Flows and the statement of changes in equity dealt with bythis Report are in agreement with the books of account.
d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act Companies (IndianAccounting Standards) Rules 2015 as amended.
e) In our opinion there are no observations or comments on the financial transactionswhich may have an adverse effect on the functioning of the company
f) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164 (2) of the Act.
g) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 ofSection 143 of the Companies Act 2013("the Act") is enclosed as Annexure B tothis report.
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 in our opinionand to the best 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 standalone Ind AS financial statements. Refer Note 32 to the financialstatements.
ii. According to information and explanation given to us the Company has not enteredinto any long-term contracts including derivative contracts.
iii. According to the information and explanation given to us the Company is notrequired to transfer any amount to Investor Education and Protection Fund.
For A. R. Sodha & Co.
FRN 110324W A. R. Sodha
Place : Mumbai
Date : 30th May 2018
ANNEXURE A TO AUDITORS'S REPORT
On the basis of such checks as we considered appropriate and in terms of informationand explanations given to us we state that:
1. a. The Company has generally maintained proper records of fixed assets showing fullparticulars including quantitative details and situation of fixed assets.
b. According to information given to us fixed assets have been physically verified bythe management at reasonable intervals and no material discrepancy was noticed on suchverification.
c. According to the information and explanation given to us and on the basis of recordsfurnished before us the company does not have any immovable property and accordinglyClause 3 (i)(c) of Companies (Auditor's Report) Order 2016 is not applicable.
2. The Company is not having inventory of material amount at any time during the year.Hence the matters specified in Clause 3(ii) of Companies (Auditor's Report) order 2016have not been reported.
3. According to the information and explanation given to us and the records of thecompany examined by us the company has not granted unsecured loans to any party coveredin the register maintained under section 189 of the Companies Act 2013. AccordinglyClause 3(iii) (a) (b) and (c) of Companies (Auditor's Report) Order 2016 are notapplicable.
4. According to the information and explanation given to us and on the basis of recordsfurnished before us the company has not given any loan or made any investment or givenany guarantee or security during the year for which compliance under section 185 and 186is required. Accordingly Clause 3(iv) of Companies (Auditor's Report) Order is notapplicable.
5. The company has not accepted deposits form the public within the meaning of sections73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder. Accordingly Clause 3(v) of Companies (Auditor's Report) Order 2016 is notapplicable.
6. We have broadly reviewed the cost records maintained by the Company pursuant to theCompanies (Cost Records and Audit) Rules 2014 prescribed by the Central Government underSection 148(1) of the Companies Act 2013 and are of the opinion that prima facie theprescribed accounts and cost records have been maintained. We have however not made adetailed examination of the cost records with a view to determine whether they areaccurate or complete.
7. a. The company is generally regular in depositing undisputed statutory duesincluding Provident Fund Employees'
State Insurance. However the Company is generally irregular in payment of Income TaxService Tax Goods and Servcie Tax and Cess. No undisputed statutory dues as stated aboveis outstanding as at 31st March for more than six months from the date they becomepayable.
b. According to information and explanation given to us there are no disputedstatutory dues relating to Income Tax Sales Tax Service Tax Custom Duty Excise DutyCess or any other statute except as stated below:
|Name of statute ||Nature of dues ||Year(s) to which it pertains ||Amount Not Paid (' in Lacs) ||Forum where dispute is pending |
|Income Tax Act1961 ||Income Tax Demand ||A.Y. 2014-15 ||633.53* ||1" Appellate Authority |
*Refer Note 32 of Financial Statements
8. According to the records of the company examined by us and the information andexplanations given to us during the year the company has defaulted in the repayment ofdues to banks due to which the loan facilities from banks have turned into Non performing(Refer Note 32 to financial statements). The details of the defaults in the repayment ofdues to banks are as follows.
|Bank Name ||Amount of default as at the balance sheet date (including interest) (Rs.in Lakhs) ||Period of Default |
|Punjab National Bank ||1032.17 ||Form October 2017 onwards |
|Indian Overseas Bank ||719.35 ||Form July 2017 onwards |
9. According to information and explanation given to us and records examined by us thecompany has neither raised any money by way of public offers nor raised any term loanduring the year.
10. During the course of our examination of the books and records of the companycarried out in accordance with generally accepted auditing practices in India andaccording to the information and explanation given to us we have neither come across anyinstance of fraud on or by the company noticed or reported by its officers or employeesduring the year nor we have been informed of such instances by the management.
11. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided managerialremuneration in accordance with the requisite approvals mandated by the provisions of theSection 197 read with Schedule V of the Companies Act 2013.
12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. According the clause 3(xii) of Companies (Auditor'sReport) Order 2016 is not applicable.
13. According to the information and explanation provided to us and based on ourexamination of the records of the Company the transaction with the related parties are incompliance with section 177 and 188 of Companies Act 2013 where applicable and thedetails of such transactions have been disclosed in financial statements as required bythe applicable Accounting Standards.
14. According to the information and explanation provide to us and based on ourexamination of the records of the company the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly the clause 3(xiv) of the Companies (Auditor's Report) Order 2016 isnot applicable.
15. According to the information and explanation provided to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransaction with directors or persons connected with him. Accordingly clause 3(xv) of theCompanies (Auditor Report) Order 2016 is not applicable.
16. The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
For A. R. SODHA & Co.
A. R. Sodha
M. No 31878
Date: 30th May 2018
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 TV VisionLimited ("the Company") as of March 31 2018 in conjunction with our audit ofthe standalone Ind AS financial statements 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 and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.
For A.R. Sodha & Co.
M No. 31878
Date: 30th May 2018