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Auditor Report of Network18 Media & Investments Ltd.
Mar 31, 2025
TO THE MEMBERS OF NETWORK18 MEDIA & INVESTMENTS LIMITED Report on the Audit of the Standalone Financial StatementsOpinion
We have audited the accompanying standalone financial statements of Network18 Media & Investments Limited (the "Company"), which comprise the Balance Sheet as at 31st March, 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2025, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance 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 financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Sr. No. |
Key Audit Matter |
Auditor''s Response |
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1. |
Valuation of investment in an associate Investment in an associate is accounted for at cost less impairment loss, if any, in the Company''s standalone financial statements. Investments are tested for impairment, if impairment indicators exist. If such indicators exist, the recoverable amounts of the investment in the associate is estimated in order to determine the extent of the impairment loss, if any. Any such impairment loss is recognised in the Statement of Profit and Loss. Significant Management estimates and judgement is required in the area of impairment testing, particularly in assessing: (1) whether an event has occurred that may indicate that the investment value may not be recoverable; (2) whether the carrying value of investment can be supported by the recoverable amount, being fair value less costs to sell, calculated based on revenue multiples of comparable companies. |
Principal audit procedures performed: Our audit procedures included testing the design, implementation and operating effectiveness of controls in respect of management''s assessment of existence of indicators of impairment and where applicable, determination of recoverable amounts to measure the impairment provision that needs to be accounted for. Our substantive testing procedures included evaluation of appropriateness of management''s estimates and judgment whether any indicators of impairment existed by reviewing financial and other available information / data, if any, of the associate as at 31st March, 2025. For those investments where indicators of impairment existed, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies. |
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Sr. No. |
Key Audit Matter |
Auditor''s Response |
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The key assumptions to be applied in valuation include, assessing whether appropriate revenue multiples of comparable companies are used. Any change in the basis or assumptions could materially affect the recoverable amount used in the impairment test with a consequent impact on the standalone financial statements of the Company. In view of the foregoing, valuation and allocation of investment in an associate has been identified as a Key Audit Matter. As at 31st March, 2025, carrying value of such investments aggregates '' 535.87 crore. Refer Note 3(f) and Note 5 to the standalone financial statements. |
We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
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2. |
Valuation of goodwill In accordance with Ind AS 36, goodwill needs to be tested for impairment annually. Recoverability of the carrying value of goodwill is predicated upon appropriate attribution of goodwill to a cash generating unit or group of cash generating units (CGU) and determination of recoverable amount of the underlying CGU. Significant Management estimates and judgement is required in the area of impairment testing, particularly in assessing whether the carrying value of the CGU including the goodwill can be supported by the recoverable amount, being fair value less costs to sell, calculated based on revenue multiples of comparable companies. In view of the foregoing, valuation and allocation of goodwill have been identified as a Key Audit Matter. As at 31st March, 2025, carrying value of goodwill is '' 1,168.34 crore. Refer Notes 3(e) to the standalone financial statements. |
Principal audit procedures performed: Our audit procedures included testing the design, implementation and operating effectiveness of controls in respect of management''s basis for allocation of goodwill to CGU and determination of recoverable amounts to measure the impairment provision, if any, that needs to be accounted for. As part of our substantive testing procedures, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies. We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board''s Report including Annexures to Board''s Report for the year ended 31st March, 2025, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
⢠In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained 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 material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Board of Directors for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company''s Board of Directors is also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone 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''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. 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 best of 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 the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.
g) With respect to the other matters to be included in the Auditor''s Report in accordance 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 explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and 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 financial position in its standalone financial statements - Refer Note 38 to the standalone financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note no. 49 to
the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented that, to the best of its knowledge and belief as disclosed in the note no. 49 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.
vi. Based on our examination, which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended 31st March, 2025 which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants (Firm''s Registration No. 117366W/W-100018)
(Partner)
Mumbai, (Membership No. 105035)
Date: 18th April, 2025 (UDIN: 25105035BMNROQ8750)
Mar 31, 2024
We have audited the accompanying standalone financial statements of Network18 Media & Investments Limited (the "Company"), which comprise the Balance Sheet as at 31 March 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance 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 financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Sr. No. |
Key Audit Matter |
Auditor''s Response |
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1 |
Valuation of investment in an associate Investment in an associate is accounted for at cost less impairment loss, if any, in the Company''s standalone financial statements. Investments are tested for impairment if impairment indicators exist. If such indicators exist, the recoverable amounts of the investment in the associate is estimated in order to determine the extent of the impairment loss, if any. Any such impairment loss is recognised in the Statement of Profit and Loss. Significant Management estimates and judgement is required in the area of impairment testing, particularly in assessing: (1) whether an event has occurred that may indicate that the investment values may not be recoverable; (2) whether the carrying value of investment can be supported by the recoverable amount, being fair value less costs to sell, calculated based on revenue multiples of comparable companies. |
Principal audit procedures performed: Our audit procedures included testing the design, implementation and operating effectiveness of controls in respect of management''s assessment of existence of indicators of impairment and where applicable, determination of recoverable amounts to measure the impairment provision that needs to be accounted for. Our substantive testing procedures included evaluation of appropriateness of management''s estimates and judgment whether any indicators of impairment existed by reviewing financial and other available information / data, if any, of the associate as at 31 March 2024. |
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Sr. No. |
Key Audit Matter |
Auditor''s Response |
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The key assumptions to be applied in valuation include assessing whether appropriate revenue multiples of comparable companies are used. Any change in the basis or assumptions could materially affect the recoverable amount used in the impairment test with a consequent impact on the standalone financial statements of the Company. In view of the foregoing, valuation and allocation of investment in an associate has been identified as a Key Audit Matter. As at 31 March 2024, carrying value of such investments aggregates Rs. 53,587 lakh. Refer Note 3(f) and Note 5 to the standalone financial statements. |
For those investments where indicators of impairment existed, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies. We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
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2 |
Valuation of goodwill In accordance with Ind AS 36, goodwill needs to be tested for impairment annually. Recoverability of the carrying value of goodwill is predicated upon appropriate attribution of goodwill to a cash generating unit or group of cash generating units (CGU) and determination of recoverable amount of the underlying CGU. Significant Management estimates and judgement is required in the area of impairment testing, particularly in assessing whether the carrying value of the CGU including the goodwill can be supported by the recoverable amount, being fair value less costs to sell, calculated based on revenue multiples of comparable companies. In view of the foregoing, valuation and allocation of goodwill have been identified as a Key Audit Matter. As at 31 March 2024, carrying value of goodwill is Rs. 116,834 lakh. Refer Notes 3(e) and 45 to the standalone financial statements. |
Principal audit procedures performed: Our audit procedures included testing the design, implementation and operating effectiveness of controls in respect of management''s basis for allocation of goodwill to CGU and determination of recoverable amounts to measure the impairment provision, if any, that needs to be accounted for. As part of our substantive testing procedures, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies. We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board''s Report including Annexures to Board''s Report for the year ended 31 March 2024, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
⢠I n connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
⢠I f, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Director is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone 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''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. 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 best of 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 the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.
g) With respect to the other matters to be included in the Auditor''s Report in accordance 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 explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and 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 financial position in its standalone financial statements - Refer Note 38 to the standalone financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief as disclosed in the notes to the
standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented that, to the best of its knowledge and belief as disclosed in the notes to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.
vi. Based on our examination, which included test checks, the Company has used an accounting software(s) for maintaining its books of account for the financial year ended 31 March 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software(s). Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.
As Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31 March 2024.
2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants (Firm''s Registration No. 117366W/W-100018)
Pallavi A. Gorakshakar
(Partner)
(Membership No. 105035) (UDIN: 24105035BKCYGX4139)
Mumbai,
Date: 12 October 2024
Mar 31, 2023
NETWORK18 MEDIA & INVESTMENTS LIMITED
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Network18 Media & Investments Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance 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 financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Sr. No. |
Key Audit Matter |
Auditor''s Response |
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values may not be recoverable; (2) whether the carrying value of investment can be supported by the recoverable amount, being fair value less costs to sell, calculated based on revenue multiples of comparable companies or discounted cash flows projections from financial budgets approved by the senior management , as applicable. The key assumptions to be applied in valuation include assessing whether appropriate revenue growth rates, net profit margin and perpetual growth rates have been used to estimate future cash flows and appropriateness of the discounting rates applied to these forecasted future cash flows, as applicable. Any change in the basis or assumptions could materially affect the recoverable amount used in the impairment test with a consequent impact on the standalone financial statements of the Company. In view of the foregoing, valuation and allocation of investments in a subsidiary and an associate has been identified as a Key Audit Matter. As at March 31,2023, carrying value of such investments aggregates '' 58,710 lakh. Refer Note 3(e) and Note 5 to the standalone financial statements. |
For those investments where indicators of impairment existed, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies and discounted cash flows projections from financial budgets approved by the senior management, as applicable. We also assessed the appropriateness of the key assumptions applied in valuation including whether appropriate revenue growth rates, net profit margin and perpetual growth rates have been used to estimate future cash flows and the appropriateness of the discounting rates applied to these forecasted future cash flows, as applicable. We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
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2 |
Valuation of goodwill In accordance with Ind AS 36, goodwill needs to be tested for impairment annually. Recoverability of the carrying value of goodwill is predicated upon appropriate attribution of goodwill to a cash generating unit or group of cash generating units (CGU) and determination of recoverable amount of the underlying CGU. Significant Management estimates and judgement is required in the area of impairment testing, particularly in assessing whether the carrying value of the CGU including the goodwill can be supported by the recoverable amount, being fair value less costs to sell, calculated based on revenue multiples of comparable companies or discounted cash flows projections from financial budgets approved by the senior management, as applicable. The key assumptions to be applied in valuation include assessing whether appropriate revenue growth rates, net profit margin and perpetual growth rates have been used to estimate future cash flows and the appropriateness of the discounting rates applied to these forecasted future cash flows, as applicable. |
Principal audit procedures performed: Our audit procedures included testing the design, implementation and operating effectiveness of controls in respect of management''s basis for allocation of goodwill to CGU and determination of recoverable amounts to measure the impairment provision, if any, that needs to be accounted for. As part of our substantive testing procedures, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies and discounted cash flows projections from financial budgets approved by the senior management, as applicable. We also assessed the appropriateness of the key assumptions applied in valuation including whether appropriate revenue growth rates, net profit margin and perpetual growth rates have been used to estimate |
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Key Audit Matter |
Auditor''s Response |
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Any change in the basis or assumptions could materially affect the recoverable amount used in the impairment test with a consequent impact on the standalone financial statements of the Company. In view of the foregoing, valuation and allocation of goodwill have been identified as a Key Audit Matter. As at March 31, 2023, carrying value of goodwill is '' 29,100 lakh. Refer Note 3(d) and Note 41 to the standalone financial statements. |
future cash flows and the appropriateness of the discounting rates applied to these forecasted future cash flows, as applicable. We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board''s Report and annexures thereof, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
⢠In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained 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 material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone 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''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. 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 best of 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 the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.
g) With respect to the other matters to be included in the Auditor''s Report in accordance 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 explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and 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 financial position in its standalone financial statements - Refer Note 3 7 to the standalone financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of it''s knowledge and belief, as disclosed in the notes to
the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented that, to the best of it''s knowledge and belief, as disclosed in the notes to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.
2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants (Firm''s Registration No. 117366W/W-100018)
(Partner) (Membership No. 105035) (UDIN: 23105035BGWSRI7848)
Mumbai, April 17, 2023
Mar 31, 2022
REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS OPINION
We have audited the accompanying standalone financial statements of Network18 Media & Investments Limited ("the Company"), which comprise the Balance Sheet as at March 31,2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2022, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance 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 financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Key Audit Matter |
Auditor''s Response |
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Significant Management estimates and judgement is required in the area of impairment testing, particularly in assessing: (1) whether an event has occurred that may indicate that the investment values may not be recoverable; (2) whether the carrying value of investment can be supported by the recoverable amount, being fair value less costs to sell calculated based on revenue multiples of comparable companies. Any change in the bases or assumptions could materially affect the recoverable amount used in the impairment test with a consequent impact on the standalone financial statements of the Company. In view of the foregoing, valuation and allocation of investments in a subsidiary and an associate has been identified as a Key Audit Matter. As at March 31,2022, carrying value of such investments aggregates '' 58,710 lakh. Refer Note 3(e) to the standalone financial statements. |
For those investments where indicators of impairment existed, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies. We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
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Carrying value of goodwill In accordance with Ind AS, goodwill needs to be tested for impairment annually. Recoverability of the carrying value of goodwill is predicated upon appropriate attribution of goodwill to a cash generating unit or group of cash generating units (CGU) and determination of recoverable amount of the underlying CGU. Significant Management estimates and judgement is required in the area of impairment testing, particularly in assessing whether the carrying value of the CGU including the goodwill can be supported by the recoverable amount, being fair value less costs to sell calculated based on revenue multiples of comparable companies. Any change in the bases or assumptions could materially affect the recoverable amount used in the impairment test with a consequent impact on the standalone financial statements of the Company. In view of the foregoing, valuation and allocation of goodwill have been identified as a Key Audit Matter. As at March 31, 2022, carrying values of goodwill is '' 29,100 lakh. Refer Notes 3(d) and 41 to the standalone financial statements. |
Principal audit procedures performed: Our audit procedures included a combination of testing the design, implementation and operating effectiveness in respect of management''s basis for allocation of goodwill to CGU and determination of recoverable amounts to measure the impairment provision, if any, that needs to be accounted for. As part of our substantive testing procedures, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies. We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report and Corporate Governance Report in Annual Report for the year ended March 31, 2022, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
⢠In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained 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 material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone 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''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. 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 best of 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 the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31,2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2022 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor''s Report in accordance 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 explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and 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 financial position in its standalone financial statements - Refer Note 37 to the standalone financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of it''s knowledge and belief, as disclosed in the notes to the
standalone financial statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented that, to the best of it''s knowledge and belief, as disclosed in the notes to the standalone financial statements, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The company has not declared or paid any dividend during the year and has not proposed final dividend for the year.
2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm''s Registration No. 117366W/W-100018)
Manoj H. Dama Partner (Membership No. 107723)
Mumbai, May 03, 2022 (UDIN: 22107723AIHXWF9117)
Mar 31, 2021
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying standalone financial statements of Network18 Media & Investments Limited ("the Company"), which comprise the Balance Sheet as at March 31,2021, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2021, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance 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 financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Key Audit Matter |
Auditor''s Response |
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1 |
Carrying values of investments in certain subsidiaries and an associate Investments in subsidiaries and an associate are accounted for at cost less impairment, where applicable, in the Company''s standalone financial statements. Investments are tested for impairment if impairment indicators exist. If such indicators exist, the recoverable amounts of the investments in subsidiaries and an associate are estimated in order to determine the extent of the impairment loss, if any. Any such impairment loss is recognised in the Statement of Profit and Loss. Significant Management estimates and judgement is required in the area of impairment testing, particularly in assessing: (1) whether an event has occurred that may indicate that the investment values may not be recoverable; (2) whether the carrying value of investment can be supported by the recoverable amount, being fair value less costs to sell |
Principal audit procedures performed: Our audit procedures included a combination of testing the design, implementation and operating effectiveness in respect of management''s assessment of existence of indicators of impairment and where applicable, determination of recoverable amounts to measure the impairment provision that needs to be accounted for. Our substantive testing procedures included evaluation of appropriateness of management''s estimates and judgment whether any indicators of impairment existed by reviewing financial and other available information / data, if any, of the subsidiaries and an associate as at March 31,2021. For those investments where indicators of impairment existed, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies, EBITDA multiples |
|
Sr. No. |
Key Audit Matter |
Auditor''s Response |
|
calculated based on revenue multiples of comparable companies, EBITDA multiples of comparable companies, recent transactions, offer price, as applicable, or value in use calculation using cash flow projections from financial budgets approved by senior management covering a 5-year period, the appropriate key assumptions to be applied in valuation including whether appropriate revenue growth rates, net profit margin and perpetual growth rates used to estimate future cash flows and discounting rates applied to theseforecasted future cash flows. Any change in the bases or assumptions could materially affect the recoverable amount used in the impairment test with a consequent impact on the standalone financial statements of the Company. In view of the foregoing, valuation and allocation of investments in certain subsidiaries and an associate has been identified as a Key Audit Matter. As at March 31,2021, carrying value of such investments aggregates Rs. 314,990 lakh. Refer Note 3(e) to the standalone financial statements. |
of comparable companies, recent transactions, offer price, cash flow projections, the reasonableness of key assumptions including revenue growth rates, net profit margin and perpetual growth rates used to estimate future cash flows and discounting rates applied to these forecasted future cash flows, as applicable. We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
|
|
2 |
Carrying value of goodwill In accordance with Ind AS, goodwill needs to be tested for impairment annually. Recoverability of the carrying value of goodwill is predicated upon appropriate attribution of goodwill to a cash generating unit or group of cash generating units (CGU) and determination of recoverable amount of the underlying CGU. Significant Management estimates and judgement is required in the area of impairment testing, particularly in assessing whether the carrying value of the CGU including the goodwill can be supported by the recoverable amount, being fair value less costs to sell calculated based on revenue multiples of comparable companies, recent transactions, offer price, as applicable, and the appropriate key assumptions to be applied in valuation based on published information and management assessment which reflects market participant assumptions. Any change in the bases or assumptions could materially affect the recoverable amount used in the impairment test with a consequent impact on the standalone financial statements of the Company. In view of the foregoing, valuation and allocation of goodwill have been identified as a Key Audit Matter. As at March 31, 2021, carrying values of goodwill is Rs. 29,100 lakh. Refer Notes 3(d) and 42 to the standalone financial statements. |
Principal audit procedures performed: Our audit procedures included a combination of testing the design, implementation and operating effectiveness in respect of management''s basis for allocation of goodwill to CGU and determination of recoverable amounts to measure the impairment provision, if any, that needs to be accounted for. As part of our substantive testing procedures, we have examined management''s estimates and judgment in the area of impairment testing by considering and evaluating revenue multiples of comparable companies, recent transactions, offer price, the reasonableness of key assumptions to be applied in valuation based on published information. We also evaluated appropriateness of management''s impairment assessment with respect to the critical assumptions used by the Management by involving our valuation specialists. |
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report and Corporate Governance Report in Annual Report for the year ended March 31, 2021, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
⢠In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained 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 material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone 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''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. 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 best of 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 the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2021 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor''s Report in accordance 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 explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and 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 financial position in its standalone financial statements - Refer Note 38 to the standalone financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm''s Registration No. 117366W/W-100018)
Manoj H. Dama Partner
(Membership No. 107723)
Mumbai, April 20, 2021 (UDIN: 21107723AAAAGW2941)
Mar 31, 2018
INDEPENDENT AUDITOR''S REPORT
To The Members of Network18 Media & Investments Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Network! 8 Media & Investments Limited ("the Company"), which comprise the Balance Sheet as at March 31,
2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the Order issued under section 143(11) of the Act.
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
Other Matters
The Standalone Financial Statements of the Company for the year ended March 31, 2017 were audited by another auditor who expressed an unmodified opinion on those financial statements on April 19, 2017.
Our opinion on the standalone Ind AS financial statements is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. 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 best of 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 the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
e) On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and 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 financial position in its standalone Ind AS financial statements -Refer Note 33 to the standalone Ind AS financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on longterm contracts including derivative contracts
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Network18 Media & Investments Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the 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 internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
i. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered reconveyance deeds / Memorandum of Understanding provided to us, we report that the title deeds comprising all the immovable properties of freehold land and buildings are held in the name of the Company as at the balance sheet date.
ii. As explained to us, the entire inventory of the Company is lying with the third parties and these have been confirmed by them as at the year end.
iii. According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:
(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company''s interest.
(b) The schedule of repayment of principal and payment of interest has been stipulated and the principal amounts and interest are not due for repayment currently as per stipulations.
(c) There is no overdue amount remaining outstanding as at the balance sheet date.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
v. According to the information and explanations given to us, the Company has not accepted any deposit during the year. In respect of unclaimed deposits, the Company is in the process of compiling the details thereof and as informed, would take necessary steps to comply with the provisions of Companies (Acceptance of Deposits) Rules, 2014. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal with respect to the Company.
vi. The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
vii. According to the information and explanations given to us, in respect of statutory dues:
a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.
b) There were no undisputed amounts payable in respect of Provident Fund, Employees''State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty,
Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.
c) Details of dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax which have not been deposited as on March 31, 2018 on account of disputes are given below:
|
Name of the Statute |
Nature of Dues |
Amount Involved (Rupees in lakh) |
Period to which the amount relates |
Forum where the dispute is pending |
|
Income Tax Act, 1961 |
Income Tax |
51 |
AY 2008-09 |
Commissioner of Income Tax Appeals |
|
Income Tax Act, 1961 |
Income Tax |
47* |
AY 2009-10 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Income Tax |
475 |
AY 2010-11 |
Deputy Commissioner of Income Tax Appeals |
|
Income Tax Act, 1961 |
Income Tax |
1 |
AY 2013-14 |
Commissioner of Income Tax Appeal |
|
The Finance Act, 1994 |
Service Tax |
81 |
FY 2007-08 |
Customs, Excise and Service Tax Appellate Tribunal, Mumbai |
* Net of '' 23 lakh paid under protest.
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions and banks. There were no borrowings or loans from the Government and the Company has not issued any debentures.
ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of paragraph 3 of the Order is not applicable.
x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
xi. In our opinion and according to the information and explanations given to us, the Company has not paid / provided any managerial remuneration during the year and hence reporting under clause (xi) of paragraph 3 of the Order is not applicable.
xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of paragraph of the Order is not applicable.
xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.
xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of paragraph 3 of Order is not applicable to the Company.
xv. In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
xvi. In our opinion and according to information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm''s Registration No. 117366W/W-100018)
Abhijit A. Damle
Partner
Mumbai, April 24, 2018 (Membership No. 102912)
Mar 31, 2017
To the Members of Network18 Media & Investments Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Network18 Media & Investments Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial
Statements
2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error
Auditor''s Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31st March, 2017, its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
other Matter
9. The Company had prepared separate sets of statutory financial statements for the year ended 31st March, 2016 and 31st March, 2015 in accordance with the Accounting
Standards as notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014(as amended) on which we issued separate auditor''s reports to the shareholders of the Company dated 15th April, 2015 and 20th April, 2016 respectively. These separate sets of financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have also been audited by us.
Report on other Legal and Regulatory Requirements
10. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure
I a statement on the matters specified in paragraphs 3 and 4 of the Order.
11. Further to our comments in Annexure I, 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 best of 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 the Company so far as it appears from our examination of those books;
c. the standalone financial statements dealt with by this report are in agreement with the books of account;
d. in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;
e. on the basis of the written representations received from the directors as on 31st March, 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act;
f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31st March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 19th April, 2017 as per Annexure II expressed unmodified opinion.
g. with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. as detailed in Note 34 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. the company, as detailed in Note 38 to the standalone financial statements, has made requisite disclosures in these standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on the audit procedures performed and taking into consideration the information and explanations given to us, in our opinion, these are in accordance with the books of account maintained by the company.
Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
To the Independent Auditor''s Report of even date to the members of Network18 Media & Investments Limited, on the standalone financial statements for the year ended 31st March, 2017
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.
(c) The title deeds of all the immovable properties (which are included under the head ''Property, plant and equipment'') are held in the name of the Company.
(ii) The entire inventory of the Company is lying with the third parties for which written confirmations have been obtained by the management as at the year-end.
(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:
(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the company''s interest;
(b) the schedule of repayment of principal and payment of interest has been stipulated and the principal amount and interest are not due for repayment currently;
(c) there is no overdue amount in respect of loans granted to such companies.
(iv) In our opinion, the Company has complied with the provisions of Section 186 in respect of investments, loans, guarantees. Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and Section 186 of the Act in respect of security.
(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act in respect of Company''s products and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) Undisputed statutory dues including provident fund, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have been regularly deposited to the appropriate authorities though there has been a slight delay in a few cases. In case of employees'' state insurance the Company has not deposited the dues with the appropriate authorities. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:
|
name of the statute |
nature of the dues |
Amount (Rs,) |
Period to which the amount relates |
Due Date |
Date of Payment |
|
Employees'' State Insurance Act, 1948 |
ESIC |
1,741 |
April 2016 |
15 May 2016 |
- |
|
Employees'' State Insurance Act, 1948 |
ESIC |
1,620 |
May 2016 |
15 June 2016 |
- |
|
Employees'' State Insurance Act, 1948 |
ESIC |
1,489 |
June 2016 |
15 July 2016 |
- |
|
Employees'' State Insurance Act, 1948 |
ESIC |
445 |
July 2016 |
15 July 2016 |
- |
(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:
Statement of Disputed Dues
Rs, In Lakhs
|
Name of the statute |
Nature of dues |
Amount (Rs,) |
Amount paid under Protest (Rs,) |
Period to which the amount relates |
Forum where dispute is pending |
|
The Finance Act 1994 |
Recovery of service tax, Interest & penalty |
80.00 |
F.Y. 2007-08 |
Customs, Excise and Service Tax Appellate Tribunal, Mumbai |
|
|
Income-tax Act, 1961 |
Income-tax |
51.20 |
- |
A.Y. 2008-09 |
CIT(Appeals), Delhi |
|
Income-tax Act, 1961 |
Income-tax |
0.98 |
- |
A.Y. 2013-14 |
CIT(Appeals), Mumbai |
*A.Y. - Assessment Year, F.Y. - Financial Year
(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.
(x) No fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) The Company has not paid or provided for any managerial remuneration. Accordingly, the provisions of Clause 3(xi) of the Order are not applicable.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) I n our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.
(xiv) During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.
(xv) In our opinion, the Company has not entered into any noncash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Independent Auditor''s report on the Internal Financial
Controls under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 ("the Act")
1. I n conjunction with our audit of the standalone financial statements of Network18 Media & Investments Limited ("the Company") as at and for the year ended 31st March, 2017, we have audited the internal financial controls over financial reporting ("IFCoFR") of the Company as at that date.
Management''s Responsibility for Internal Financial Controls
2. The Company''s Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal financial control stated in the Guidance Note on Audit of IFCoFR issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company''s business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India ("the ICAI") and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance Note") issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s IFCoFR.
Meaning of Internal Financial Controls over Financial
Reporting
6. A company''s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s IFCoFR include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over
Financial Reporting
7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of IFCoFR issued by the Institute of Chartered Accountants of India.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm''s Registration No.: 001076N/N500013
per SUDHIR N. PILLAI
Partner
Membership No.: 105782
Place: Mumbai
Date: 19th April, 2017
Mar 31, 2016
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Network18 Media & Investments Limited (the âCompany''), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the âAct'') with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
8. I n our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor''s Report) Order, 2016 (the âOrder'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.
10. 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 best of our knowledge and belief were necessary for the purpose of our audit;
b. i n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c. the standalone financial statements dealt with by this report are in agreement with the books of account;
d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);
e. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164(2) of the Act;
f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 20 April 2016 as per Annexure II expressed unmodified opinion; and
g. with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. as detailed in Note 34 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;
ii. t he Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(b) There are no dues in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax that have not been deposited with the appropriate authorities on account of any dispute.
(viii) The Company has not defaulted in repayment of loans or borrowings to any bank during the year. The Company has no loans or borrowings payable to a financial institution or government and no dues payable to debentures holders during the year.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) In our opinion, the provisions of section 197 of the Act read with Schedule V to the Act is not applicable to the Company as
Independent Auditorâs report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the âActâ)
1. In conjunction with our audit of the standalone financial statements of Network18 Media & Investments Limited (the âCompany'') as of and for the year ended 31 March 2016, we have audited the internal financial controls over financial reporting (IFCoFR) of the Company of as of that date. the Company does not pay any remuneration to the directors. Accordingly, the provisions of clause 3(xi) of the Order are not applicable.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.
(xiii) In our opinion, all transactions with the related parties are in compliance with sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.
(xv) The Company has not entered into any non-cash transactions with directors or persons connected with them.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Managementâs Responsibility for Internal Financial Controls
2. The Company''s Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Note'') issued by the Institute of Chartered Accountants of India (âICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company''s business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Companyâs IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing (âstandards''), issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A Company''s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s IFCoFR includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For Walker Chandiok & Co LLP
(formerly Walker, Chandiok & Co)
Chartered Accountants
Firm''s Registration No.: 001076N/N500013
per B P Singh
Partner
Membership No.: 70116
Place : Noida
Date : 20 April 2016
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
Network 18 Media & Investments Limited (the 'Company'), which comprise
the Balance Sheet as at 31 March 2015, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended and a summary of
the significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
2. The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (the 'Act') with
respect to the preparation of these standalone financial statements,
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
4. We have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the
Rules made thereunder.
5. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the standalone financial
statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
8. In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March 2015, its loss and its cash flows
for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor's Report) Order, 2015 (the
'Order') issued by the Central Government of India in terms of Section
143(11) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order.
10. 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 best of 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 the Company so far as it appears from our examination of
those books;
c. the standalone financial statements dealt with by this report are
in agreement with the books of account;
d. in our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as
amended);
e. on the basis of the written representations received from the
directors and taken on record by the Board of Directors, none of the
directors is disqualified as on 31 March 2015 from being appointed as a
director in terms of Section 164(2) of the Act;
f. with respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. as detailed in Note 35 to the standalone financial statements, the
Company has disclosed the impact of pending litigations on its
standalone financial position;
ii. the Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. there has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Independent Auditor's Report (Contd.)
Annexure to the Independent Auditor's Report of even date to the
members of Network 18 Media & Investments Limited, on the Standalone
Financial Statements for the year ended 31 March, 2015.
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
over a period of 3 years, which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verification.
(ii) (a) The company's entire inventory is lying with third parties for
which written confirmations have been obtained by the management as at
the year-end.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) The Company has granted unsecured loans to a company covered in
the register maintained under Section 189 of the Act; and with respect
to the same:
(a) the principal and interest amount is not due for repayment
currently
(b) there is no overdue amount in respect of the loan granted to such
company.
(iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas.
(v) In our opinion, the Company has complied with the directives issued
by the Reserve Bank of India, the provisions of Sections 73to 76 and
other relevant provisions of the Act and the Companies (Acceptance of
Deposits) Rules, 2014 (as amended) as applicable, with regard to the
deposits accepted. According to the information and explanations given
to us, no order has been passed by the Company Law Board or National
Company Law Tribunal or Reserve Bank of India or any Court or any other
Tribunal, in this regard.
(vi) We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under sub-section (1) of Section 148 of the
Act in respect of Company's services and are of the opinion that, prima
facie, the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of the
cost records with a view to determine whether they are accurate or
complete.
(vii) (a) Undisputed statutory dues including provident fund,
employees' state insurance, income-tax, sales-tax, wealth tax, service
tax, duty of customs, duty of excise, value added tax, cess and other
material statutory dues, as applicable, have generally been regularly
deposited with the appropriate authorities, though there has been a
slight delay in a few cases. Further, no undisputed amounts payable in
respect thereof were outstanding at the year-end for a period of more
than six months from the date they became payable.
(b) There are no dues in respect of income-tax, sales-tax, wealth tax,
service tax, duty of customs, duty of excise, value added tax and cess
that have not been deposited with the appropriate authorities on
account of any dispute.
(c) The Company has transferred the amount required to be transferred
to the investor education and protection fund in accordance with the
relevant provisions of the Companies Act, 1956 (1 of 1956) and rules
made there under within the specified time.
(viii) In our opinion, the Company's accumulated losses at the end of
the financial year are less than fifty percent of its net worth. The
Company has incurred cash losses in the current year and immediately
preceding financial year.
(ix) The Company has not defaulted in repayment of dues to any bank or
financial institution during the year. The Company did not have any
outstanding debentures during the year.
(x) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
(xi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xii) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker Chandiok & Co LLP
(Formerly Walker, Chandiok & Co)
Chartered Accountants
Firm's Registration No.: 001076N/N500013
per BP Singh
Partner
Membership No.: 70116
Place : Noida
Date : 15 April 2015
Mar 31, 2014
1. We have audited the accompanying financial statements of Network18
Media & Investments Limited, ("the Company"), which comprise the
Balance Sheet as at 31 March 2014, and the Statement of Profit and Loss
and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
2. Management is responsible for the preparation of these financial
statements, that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards notified under the Companies Act, 1956 ("the Act")
read with the General Circular 15/2013 dated 13 September 2013 of the
Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of Company''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2014;
ii) in the case of Statement of Profit and Loss, of the loss for the
year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date
Report on Other Legal and Regulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
8. As required by Section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of 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 the Company so far as appears from our examination of
those books;
c. the financial statements dealt with by this report are in agreement
with the books of account;
d. in our opinion, the financial statements comply with the Accounting
Standards notified under the Companies Act, 1956 read with the General
Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate
Affairs in respect of section 133 of the Companies Act, 2013 ; and
e. on the basis of written representations received from the
directors, and taken on record by the Board of Directors, none of the
directors is disqualified as on 31 March 2014 from being appointed as a
director in terms of clause (g) of sub-section (1) of Section 274 of
the Act.
Annexure to the Independent Auditors'' Report of even date to the
members of Network18 Media & Investments Limited, on the financial
statements for the year ended 31 March 2014
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records
showing full particulars, including quantitative details and situation
of fixed assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
over a period of 3 years, which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verification.
(c) During the year, the Company has disposed off a substantial part of
the fixed assets, which, however, in our opinion has not affected the
going concern status of the Company.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) (a) The Company has granted unsecured loans to three parties
covered in the register maintained under Section 301 of the Act. The
maximum amount outstanding during the year is Rs 3,414,069,174 and the
year-end balance is Rs 229,858,604.
(b) In our opinion, the rate of interest and other terms and conditions
of such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) In respect of loans granted, receipt of the principal amount and
the interest is regular.
(d) There is no overdue amount in respect of loans granted to such
companies, firms or other parties.
(e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(f) and 4(iii)(g) of the Order are not applicable.
(iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
(b) Owing to the unique and specialized nature of the items involved
and in the absence of any comparable prices, we are unable to comment
as to whether the transactions made in pursuance of such contracts or
arrangements have been made at the prevailing market prices at the
relevant time.
(vi) In our opinion, the Company has complied with the directives
issued by the Reserve Bank of India, the provisions of Sections 58A and
58AA and other relevant provisions of the Act and the Companies
(Acceptance of Deposits) Rules, 1975, as applicable, with regard to the
deposits accepted from the public. According to the information and
explanations given to us, no order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal, in this regard.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act in respect of Company''s services and are of the
opinion that, prima facie, the prescribed accounts and records have
been made and maintained. However, we have not made a detailed
examination of the cost records with a view to determine whether they
are accurate or complete.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales- tax, wealth tax, service tax, custom duty, excise duty, cess and
other material statutory dues, as applicable, have generally been
regularly deposited with the appropriate authorities, though there has
been a slight delay in a few cases.
Further, no undisputed amounts payable in respect thereof were
outstanding at the year-end for a period of more than six months from
the date they became payable.
(b) There are no dues in respect of income-tax, sales- tax, wealth tax,
service tax, customs duty, excise duty and cess that have not been
deposited with the appropriate authorities on account of any dispute.
(x) In our opinion, the Company''s accumulated losses at the end of the
financial year are less than fifty percent of its net worth. The
Company has incurred cash losses in the current year and immediately
preceding financial year.
(xi) In our opinion, the Company has not defaulted in repayment of dues
to any financial institution or a bank or to debenture-holders during
the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii)
of the Order are not applicable.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
(xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xvii) In our opinion and based on an overall examination of the
balance sheet of the Company, we report that funds amounting to
approximately Rs. 3,356,617,048 raised on short- term basis in the form
of short term borrowings and excess of current liabilities over current
assets have been used for long term investment for funding the
operating losses of the Company.
(xviii) During the year, the Company has not made any preferential
allotment of shares to companies covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clause
4(xviii) of the Order are not applicable.
(xix) The Company has created security in respect of debentures issued
during the year.
(xx) We have verified the end use of money raised by public issue as
disclosed by the management in the other explanatory information to the
financial statements.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker Chandiok & Co LLP
(formerly Walker, Chandiok & Co)
Chartered Accountants
Firm Registration No.: 001076N
per B.P. Singh
Partner
Membership No.: 70116
Place: Noida
Date: May 27, 2014
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of Network18
Media & Investments Limited, ("the Company"), which comprise the
Balance Sheet as at 31 March 2013, and the Statement of Profit and Loss
and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
2. Management is responsible for the preparation of these financial
statements, that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards referred to in sub- section (3C) of Section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Basis for Qualified Opinion
6. The Company has paid Rs. 26,388,400 as managerial remuneration to
its managing director upto 31 March 2013 (upto 31 March 2012: Rs.
20,100,400), which is in excess of the limits prescribed under the Act.
Had the Company accounted for the remuneration in accordance with the
Act, the net loss after tax for the year ended 31 March 2013 would have
been lower by Rs. 26,388,400 (for the year ended 31 March 2012: Rs.
20,100,400) and Short- term loans and advances would have been higher
by Rs. 26,388,400 (as at 31 March 2012: Rs. 20,100,400). Our report on
the financial statements for the year ended 31 March 2012 was also
qualified in respect of this matter. Qualified Opinion
7. In our opinion and to the best of our information and according to
the explanations given to us, except for the effects of the matter
described in the Basis for Qualified Opinion paragraph the financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2013;
ii) in the case of Statement of Profit and Loss, ofthe loss for the
year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matter
8. We draw attention to Note 4 to the financial statements in
connection with the scheme of arrangement between the Company and
Infomedia Press Limited (''Infomedia''), a subsidiary company, approved
by the Hon''ble High Court of Delhi, made effective on 1 June 2012 with
an appointed date of 1 April 2010. Pursuant to the terms of the said
Scheme, the Company has adjusted the diminution, other than temporary,
in the carrying value of its Non-current investments through Securities
Premium Account, which otherwise would have been debited to the
Statement of Profit and Loss in accordance with accounting standards,
as notified under the Companies (Accounting Standards) Rules, 2006 (as
amended) and other recognised accounting practices and policies. Our
opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
10. As required by Section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of 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 the Company so far as appears from our examination of
those books;
c. the financial statements dealt with by this report are in agreement
with the books of account;
d. Except for the effect of the matter described in the Basis of
Qualified Opinion paragraph,in our opinion, the financial statements
comply with the Accounting Standards referred to in sub-section (3C) of
Section 211 of the Act; and
e. on the basis of written representations received from the
directors, as on 31 March 2013 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2013
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act.
Annexure to the Independent Auditors'' Report of even date to the
members of Network18 Media & Investments Limited, on the financial
statements for the year ended 31 March 2013
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
over a period of 3 years, which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verification.
(c) In our opinion, a substantial part of fixed assets has not been
disposed off during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) (a) The Company has granted unsecured loans to two parties
covered in the register maintained under Section 301 of the Act. The
maximum amount outstanding during the year is Rs. 1,544,854,134 and
the year-end balance is Rs. 1,544,854,134.
(b) In our opinion, the rate of interest and other terms and conditions
of such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) In respect of loans granted, the principal and interest amount is
not due for repayment currently.
(d) There is no overdue amount in respect of loans granted to such
companies, firms or other parties.
(e) The Company has taken secured loans from six parties covered in the
register maintained under Section 301 of the Act. The maximum amount
outstanding during the year is Rs 3,452,676,048 and the year-end
balance is nil.
(f) In our opinion, the rate of interest and other terms and conditions
of loans taken by the Company are not, prima facie, prejudicial to the
interest of the Company
(g) In respect of loans taken, repayment of the principal amount and
the interest is regular.
(iv) Owing to the nature of its business, the Company does not sell any
goods. Accordingly, clause 4(iv) of the Order with respect to sale of
goods is not applicable. In our opinion, there is an adequate internal
control system commensurate with the size of the Company and the nature
of its business for the purchase of inventories and fixed assets and
for the sale of services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas
(v) (a) In our opinion,the particulars of all contracts or arrangements
that need to be entered into the register maintained underSection 301
of the Act have been so entered.
(b) In our opinion, the transactions made inpursuance of such contracts
or arrangements and exceeding the value of Rs five lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
(vi) In our opinion, the Company has complied with the directives
issued by the Reserve Bank of India, the provisions of Sections 58A and
58AA and other relevant provisions of the Act and the Companies
(Acceptance of Deposits) Rules, 1975, as applicable, with regard to the
deposits accepted from the public. According to the information and
explanations given to us, no order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal, in this regard.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act in respect of Company''s services and are of the
opinion that, prima facie, the prescribed accounts and records have
been made and maintained. However, we have not made a detailed
examination of the cost records with a view to determine whether they
are accurate or complete.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales- tax, wealth tax, service tax, custom duty, excise duty, cess
have not generally been regularly deposited with the appropriate
authorities though the delays in deposit have not been significant.
Further, no undisputed amounts payable in respect thereof were
outstanding at the year-end for a period of more than six months from
the date they become payable.
(b) There are no dues in respect of income-tax, sales-tax, wealth tax,
service tax, customs duty,excise duty and cess that have not been
deposited with the appropriate authorities on account of any dispute.
(x) In our opinion, the Company''s accumulated losses at the end of the
financial year are less than fifty per cent of its net worth. The
Company has incurred cash losses in the current and the immediately
preceding financial year.
(xi) In our opinion,the Company has not defaulted in repayment of dues
to any financial institution or a bank or to debenture-holders during
the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Accordingly, provisions of clause 4(xiii) of the
Orderare not applicable.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
(xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment by the Company.
(xviii) During the year, the Company has not made any preferential
allotment of shares to companies covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clause
4(xviii) of the Order are not applicable.
(xix) The Company has created security in respect of debentures
outstanding during the year.
(xx) We have verified the end use of money raised by public issue as
disclosed by the management in the other explanatory informationto the
financial statements.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker, Chandiok & Co
Chartered Accountants
Firm Registration No.: 001076N
per B.P. Singh
Partner
Membership No.: 70116
Place : Noida
Date : May 13, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Network 18 Media &
Investments Limited (the Company), as at 31 March 2012, and also the
Statement of Profit and Loss and the Cash Flow Statement for the year
ended on that date annexed thereto (collectively referred as the
financial statements). These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (the
Order) (as amended) issued by the Central Government of India in terms
of sub-section (4A) of Section 227 of the Companies Act, 1956 (the
Act) , we enclose in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order.
4. Without qualifying our opinion in respect of the ensuing matter, we
draw attention to Note 4 to the financial statements. In accordance
with the scheme of arrangement between the Company and some of its
subsidiary companies approved by the Honble High Court of Delhi made
effective on 10 June 2011 with an appointed date of 1 April 2010, the
Company has adjusted the book values of certain assets and liabilities
to reflect their fair values and has recorded the resulting adjustment
to the Securities Premium Account.
5. We report that, the Company has paid Rs. 20,100,400 as managerial
remuneration to its managing director upto 31 March 2012 (upto 31 March
2011 Rs. 15,204,400, the opinion of the predecessor auditor was
qualified in this respect) which is in excess of the limits prescribed
under the Act. Had the Company accounted for the remuneration in
accordance with the Act, the Loss for the year would have been lower by
Rs. 20,100,400 (for the year ended 31 March 2011 Rs. 15,204,400) and
Short- term loans and advances would have been higher by Rs. 20,100,400
(as at 31 March 2011 Rs.15,204,400).
6. Further to our comments in the Annexure referred to above, we
report that:
(a) We have obtained all the information and explanations, which to the
best of 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 the Company so far as appears from our examination of
those books;
(c) The financial statements dealt with by this report are in agreement
with the books of account;
(d) On the basis of written representations received from the
directors, as on 31 March 2012 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2012
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(e) In our opinion and to the best of our information and according to
the explanations given to us, subject to the effect on the financial
statements of the matter referred to in paragraph 5 above, the
financial statements dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of
the Act and give the information required by the Act, in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India, in the case of:
(i) the Balance Sheet, of the state of affairs of the Company as at 31
March 2012;
(ii) the Statement of Profit and Loss, of the loss for the year ended
on that date; and
(iii) the Cash Flow Statement, of the cash flows for the year ended on
that date.
Annexure to the Auditors Report of even date, to the members of
Network 18 Media & Investments Limited on the financial statements for
the year ended 31 March 2012
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management
during the year and no material discrepancies were noticed on such
verification. In our opinion, the frequency of verification of the
fixed assets is reasonable having regard to the size of the Company and
the nature of its assets.
(c) In our opinion, a substantial part of fixed assets has not been
disposed off during the year.
(ii) (a) The management has conducted physical verification of inventory
at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has granted unsecured loans to one party covered
in the register maintained under Section 301 of the Act. The maximum
amount outstanding during the year is Rs. 544,804,21 1 and the
year-end balance is Rs.544,804,211.
(b) In our opinion, the rate of interest and other terms and conditions
of such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) In respect of loans granted, receipt of the principal amount and
interest is regular.
(d) There is no overdue amount in respect of loans granted to such
companies, firms or other parties.
(e) The Company has taken secured loans from five parties covered in
the register maintained under Section 301 of the Act. The maximum
amount outstanding during the year is Rs. 3,135,369,220 and the
year-end balance is Rs. 3,135,369,220 .
(f) In our opinion, the rate of interest and other terms and conditions
of loans taken by the Company are not, prima facie, prejudicial to the
interest of the Company.
(g) In respect of loans taken, payment of the principal amount and
interest is regular.
(iv) Owing to the nature of its business, the Company does not sell any
goods. Accordingly, clause 4(iv) of the Order with respect to sale of
goods is not applicable. In our opinion, there is an adequate internal
control system commensurate with the size of the Company and the nature
of its business for the purchase of inventory and fixed assets and for
the sale of services. During the course of our audit, no major weakness
has been noticed in the internal control system in respect of these
areas.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
(b) In our opinion, the transactions made in pursuance of such
contracts or arrangements and exceeding the value of rupees five lakhs
in respect of any party during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
(vi) In our opinion, the Company has complied with the directives
issued by the Reserve Bank of India, the provisions of Sections 58A and
58AA and other relevant provisions of the Act and the Companies
(Acceptance of Deposits) Rules, 1975 as applicable with regard to the
deposits accepted from the public. According to the information and
explanations given to us, no order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal, in this regard.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under clause (d) of sub- section (1) of
Section 209 of the Act in respect of Companys services and are of the
opinion that, prima facie, the prescribed accounts and records have
been made and maintained. However, we have not made a detailed
examination of the cost records with a view to determine whether they
are accurate or complete.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees state insurance, income-tax,
sales- tax, wealth-tax, service-tax, custom duty, excise duty, cess
and other material statutory dues, as applicable, have generally been
regularly deposited with the appropriate authorities, though there has
been a slight delay in a few cases. No undisputed amounts payable in
respect thereof were outstanding at the year- end for a period of more
than six months from the date they became payable.
(b) There are no dues in respect of income tax, sales tax, wealth tax,
service tax, customs duty, excise duty and cess that have not been
deposited with the appropriate authorities on account of any dispute.
(x) In our opinion, the Companys accumulated losses at the end of the
financial year are less than fifty per cent of its net worth. The
Company has incurred cash losses in the current and the preceding
financial year.
(xi) In our opinion, the Company has not defaulted in repayment of dues
to a financial institution or a bank or debenture-holders during the
year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, the provisions of clause
4(xiii) of the Order are not applicable.
(xiv) In our opinion, proper records have been maintained for the
transactions and contracts in respect of dealing and/ or trading in
shares, securities, debentures and other investments and timely entries
have been made therein. These shares, securities, debentures and other
securities have been held by the Company in its own name except to the
extent of exemption granted under Section 49 of the Act.
(xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xvii)In our opinion, no funds raised on short-term basis have been
used for long-term investment.
(xviii) During the year, the Company has not made any preferential
allotment of shares to parties or companies covered in the register
maintained under Section 301 of the Act. Accordingly, the provisions of
clause 4(xviii) of the Order are not applicable.
(xix) The Company has created security in respect of debentures issued
during the year.
(xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
for Walker, Chandiok & Co
Chartered Accountants
Firm Registration No.: 001076N
per B.P. Singh
Partner
Membership No.: 70116
Place: New Delhi
Date: 4 August 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of Network18 Media &
Investments Limited ('the Company') as at March 31,2011 and the Profit
& Loss Account for the year ended on that date and the Cash Flow
Statement for the year ended on that date both annexed hereto . These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test check basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003,issued
by the Company Law Board in terms of Section 227(4A) of the Companies
Act,1956, we annex hereto a statement on the matters specified in
paragraph 4 of the said Order, to the extent applicable to the company.
4. Attention is drawn to:
(i) Note 13(a) of Schedule 15 to the financial statements regarding
payment of remuneration to the Managing Director in excess of the
limits prescribed under Schedule XIII of the Companies Act,1956 . The
Central Government has partially approved the Company's application for
payment of the remuneration and the Company has filed an application
for reconsideration of the matter.
(ii) Notes 7(e) ,7(f) and 8 of Schedule 15 to the financial statements
regarding the non provision for other than temporary impairment in the
value of Investments of Rs. 2,612.36 millions and non recoverability of
advances of Rs 1276 million. We are unable to comment on the
adjustments and impact, if any, on the financial statements in respect
of the above matters .
5. Without qualifying our opinion attention is drawn to,
a) Note 1(f ) of Schedule 15 to the financial statements wherein it is
stated that no effect has been given in these financial statements of
the Scheme of restructuring referred to in that note.
b) Note 1(e) of Schedule 15 to the financial
statements referring to operational losses incurred by the company and
the company's plans in that regard.
6. Further to our comments in the annexure referred to in Paragraph 4
above, we report that
a. we have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for our audit.
b. in our opinion, proper books of account have been kept as required
by law , so far as appears from our examination of the books.
c. the Balance Sheet ,Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
d. in our opinion ,the Balance Sheet , Profit & Loss Account and Cash
Flow Statement dealt with by this report are in compliance with the
Accounting Standards referred to in sub section 3(c) of Section 211 of
the Companies Act,1956.
e. In our opinion and to the best of our information and according to
the explanations given to us , the said accounts read together with
Para 5 above and the significant accounting policies and notes thereon
and subject to our comments in Para 4 above ,give the information as
required by The Companies Act,1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011, and
ii) in the case of the Profit and Loss account,of the loss for the year
ended on that date,and
iii) in the case of the Cash Flow statement ,of the cash flows of the
Company for the year ended on that date
7. On the basis of written representations received from the
Directors, as on March 31,2011 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
that date from being appointed as a Director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act,1956.
Annexure
Annexure referred to in Para 3 of our Report of even date, to the
members of Network18 Media & Investments Limited
As required by the Companies (Auditor's Report) Order, 2003 on the
basis of such checks as we considered appropriate, and, according to
the information and explanations given to us, we report that :- 1. The
company has maintained proper records
showing full particulars including quantitative details
and situation of fixed assets.
2. The fixed assets have been physically verified by the management
during the period and no material discrepancies were noticed.
3. A substantial part of fixed assets have not been disposed off
during the year.
4. All inventories have been physically verified by the management at
reasonable intervals.
5. The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the company and its business.
6. The company has maintained proper records of inventory and no
material discrepancies were noticed on physical verification.
7. The company had granted an unsecured loan of Rs 552.50 millions to
an entity covered in the Register maintained under Section 301 of the
Act at a rate of interest lower than market. The said loan has been
repaid as on March 31, 2011.
8. The company has not taken any loans, from a company listed in the
Register maintained under Section 301 of the Act.
9. There is an internal control procedure commensurate with the size
of the company and the nature of its business for the purchase of Fixed
Assets and inventory and for the sale of services. During the course of
our audit, we have not observed any continuing failure to correct
weaknesses in the internal control system.
10. The particulars of all contract or arrangements referred to in
Section 301 of the Act, have been entered in the Register required to
be maintained under that section . Transactions made in pursuance of
such arrangements have been made at prices which are, prima facie,
reasonable having regard to the prevailing market prices at the
relevant time.
11. In respect of deposits accepted during the year from the public,
the directives issued by the Reserve Bank of India and the provisions
of Section 58A and 58AA, other relevant provisions of the Companies
Act,1956 and the rules framed thereunder, where applicable, have been
complied with. According to the information and explanations given to
us, no order has been passed by the Company Law Board, or the National
Company Law Tribunal or the Reserve Bank of India or any other
tribunal,
12. The company has an internal audit system commensurate with its
size and the nature of its business.
13. Maintenance of cost records has not been prescribed by the Central
Government under Section 209(1) (d)
of the Companies Act,1956, for any of the products of the Company.
14. The company has been generally been regular in depositing
undisputed statutory dues on account of Income tax, Provident Fund,
Service Tax and Employees State Insurance dues. The company's current
operations do not require it to deposit any amounts towards Investor
Education and Protection Fund, Sales Taxes, Customs Duty, Excise and
such cess(s).There are no undisputed sums payable towards Income tax,
Wealth tax, Provident Fund, Service Tax and Employees State Insurance
dues, which were outstanding at the year end for a period of more than
six months from the date they became payable.
15. The company's losses as at March 31,2011 do not exceed 50% of its
Net Worth. The company has incurred cash losses in the year under
review and in the immediately preceding financial year.
16. The company has not defaulted in repayment of dues to a financial
institution or bank or debenture holders.
17. No loans / advances have been granted on the basis of security of
pledge of shares, debentures and other securities.
18. The company's activities do not require compliance with any
special statute applicable to chit fund companies.
19. In respect of dealings or trading in shares and securities the
company has maintained proper records of the transactions and contracts
and timely entries have been made . All shares / securities have been
held by the company in its own name.
20. The company has given guarantees for loans taken
by others from Financial Institutions / Banks, the terms of which are
prima facie, not prejudicial to the company's interest.
21. Term Loans were applied for the purpose they were
obtained.
22. Short term loans have not been used for or Long term investments.
23. The company has made a preferential allotment Equity
Shares to a party listed in the Register maintained u/s 301 of the
Companies Act and the terms of the same are not prejudicial to the
interests of the company.
24. The company has not issued any debentures and therefore no
security was required to be created.
25. The management has disclosed the end use of money raised through
rights issue and the same has been verified.
26. No fraud on or by the company has been noticed or reported during
the year.
For G S Ahuja & Associates
Chartered Accountants
Firm registration no. N 8999
G S Ahuja
Proprietor
Membership No. 87732
Noida,
May 30, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Network18 Media &
Investments Limited (the company) as at March 31,2010 and the profit &
Loss Account for the year ended on that date and the Cash Flow
Statement for the year ended on that date both annexed hereto. These
financial statements are the responsibility of the Companys management
Our responsibility is to express an opinion on these financial
statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test check, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and signifcant estimates made
by the management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003,issued
by the Company Law Board in terms of Section 227(4A) of the Companies
Act,1956 ,we annex hereto a statement on the matters specifed in
paragraph 4 of the said Order, to the extent applicable to the company.
4. The company has paid a remuneration of Rs. 10,944,000/- to its
Managing Director which is in excess of that allowed under Schedule
XIII to the Companies Act, 1956. The companys application for approval
of the remuneration paid in the year ended March 31,2010 and the
previous year is pending before the Central Government . We are unable
to comment on the adjustments and impact, if any, on the financial
statements in respect of the above non compliance.
5. Further to our comments in the annexure referred to in Paragraph 4
above, we report that
a. we have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for our audit.
b. in our opinion, proper books of account have been kept as required
by law, so far as appears from our examination of the books.
c. the Balance Sheet, profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
d. in our opinion ,the Balance Sheet , profit & Loss Account and Cash
Flow Statement dealt with by this report are in compliance with the
Accounting Standards referred to in sub section 3(c) of Section 211 of
the Companies Act,1956.
e. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
signifcant accounting policies and notes thereon, subject to our
comments in Para 4 above, give the information as required by The
Companies Act,1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010, and
ii) in the case of the profit and Loss account, of the loss for the year
ended on that date, and
iii) in the case of the Cash Flow statement, of the cash fows of the
Company for the year ended on that date.
6. On the basis of written representations received from the
Directors, as on March 31,2010 and taken on record by the Board of
Directors, we report that none of the Directors is disqualifed as on
that date from being appointed as a Director in terms of clause (g) of
sub-section (1)
ANNEXURE
Annexure referred to in Para 3 of our Report of even date, to the
members of Network18 Media & Investments Limited
As required by the Companies (Auditors Report) Order, 2003 on the
basis of such checks as we considered appropriate, and, according to
the information and explanations given to us, we report that :- 1. The
company has maintained proper records showing full particulars
including quantitative details and situation of fxed assets.
2. The fxed assets have been physically verifed by the management
during the period and no material discrepancies were noticed .
3. A substantial part of fxed assets have not been disposed off during
the year.
4. All inventories have been physically verifed by the management at
reasonable intervals .
5. The procedures of physical verifcation of inventory followed by the
management are reasonable and adequate in relation to the size of the
company and its business.
6. The company has maintained proper records of inventory and no
material discrepancies were noticed on physical verifcation.
7. The company has granted an unsecured loan of Rs. 1450 million to a
company covered in the Register maintained under Section 301 of the
Act. The rate of interest and other terms and conditions are prima
facie not prejudicial to the interest of the company. The loan
repayment and interest thereon are repaid as per mutual agreement.
8. The company has not taken any loans, from a company listed in the
Register maintained under Section 301 of the Act .
9 There is an internal control procedure commensurate with the size of
the company and the nature of its business for the purchase of Fixed
Assets and inventory and for the sale of services. During the course of
our audit, we have not observed any continuing failure to correct
weaknesses in the internal control system.
10. The particulars of all contract or arrangements referred to in
Section 301 of the Act , have been entered in the Register required to
be maintained under that section . Transactions made in pursuance of
such arrangements have been made at prices which are, prima facie,
reasonable having regard to the prevailing market prices at the
relevant time.
11. In respect of deposits accepted during the year from the public,
the directives issued by the Reserve Bank of India and the provisions
of Section 58A and 58AA , other relevant provisions of the Companies
Act,1956 and the rules framed thereunder, where applicable , have been
complied with. According to the information and explanations given to
us, no order has been passed by the Company Law Board, or the National
Company Law Tribunal or the Reserve Bank of India or any other
tribunal.
12. The company has an internal audit system commensurate with its size
and the nature of its business.
13. Maintenance of cost records has not been prescribed by the Central
Government under Section 209(1) (d) of the Companies Act,1956, for any
of the products of the Company.
14. The company has been generally been regular in depositing
undisputed statutory dues on account of Income tax, Provident Fund,
Service Tax and Employees State Insurance dues.The companys current
operations do not require it to deposit any amounts towards Investor
Education and Protection Fund, Sales Taxes, Customs Duty, Excise and
such cess(s).There are no undisputed sums payable towards Income tax,
Wealth tax, Provident Fund, Service Tax and Employees State Insurance
dues, which were outstanding at the year end for a period of more than
six months from the date they became payable.
15. The companys losses as at March 31,2010 do not exceed 50% of its
Net Worth. The company has incurred cash losses in the year under
review and in the immediately preceding financial year.
16. The company has not defaulted in repayment of dues to a financial
institution or bank or debenture holders.
17. No loans/ advances have been granted on the basis of security of
pledge of shares, debentures and other securities .
18. The companys activities do not require compliance with any special
statute applicable to chit fund companies.
19. In respect of dealings or trading in shares and securities the
company has maintained proper records of the transactions and contracts
and timely entries have been made . All shares / securities have been
held by the company in its own name .
20. The company has given guarantees for loans taken by others from
Financial Institutions / Banks , the terms of which are prima facie,
not prejudicial to the companys interest.
21. Term Loans were applied for the purpose they were obtained .
22. Short term loans have not been used for or Long term investments.
23. The company has made a preferential allotment Equity Shares to a
party listed in the Register maintained u/s 301 of the Companies Act,
1956 and the terms of the same are not prejudicial to the interests of
the company .
24. The company has not created security in respect of debentures
issued.
25. The management has disclosed the end use of money raised through
rights issue and the same has been verifed.
26. No fraud on or by the company has been noticed or reported during
the year .
For G S Ahuja & Associates
Chartered Accountants
Firm Registration no. N 8999
G S Ahuja
oida Proprietor
May 28,2010 Membership No. 87732
Mar 31, 2009
1. We have audited the attached Balance Sheet of Network18 Media &
Investments Limited as at March 31,2009 and the Profit & Loss Account
for the year ended on that date and the Cash Flow Statement for the
year ended on that date both annexed hereto . These financial
statements are the responsibility of the CompanyÃs management .Our
responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test check, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (AuditorÃs Report) Order, 2003,issued
by the Company Law Board in terms of Section 227(4A) of the Companies
Act,1956 ,we annex hereto a statement on the matters specified in
paragraph 4 of the said Order, to the extent applicable to the company.
4. (i) Attention is invited to Note 27 of Schedule 14 , regarding non
compliance with capital adequacy and concentration of investments norms
forming part of the Non Banking ( Non Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions ,2007 issued by
the Reserve Bank of India.
(ii) The company has paid a remuneration of Rs 11.46 millions to its
Managing Director, which in view of losses, needs to be approved by the
Central Government.
We are unable to comment on the adjustments and impact, if any, on the
fnancial statements in respect of the non compliance.
5. Further to our comments in the annexure referred to in Paragraph 4
above ,we report that
a. we have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for our audit.
b. in our opinion, proper books of account have been kept as required
by law , so far as appears from our examination of the books.
c. the Balance Sheet ,Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
d. in our opinion ,the Balance Sheet , Profit & Loss Account and Cash
Flow Statement dealt with by this report are in compliance with the
mandatory Accounting Standards referred to in sub section 3(c) of
Section 211 of the Companies Act,1956.
e. In our opinion and to the best of our information and according to
the explanations given to us , the said accounts read together with the
significant accounting policies and notes thereon, subject to our
comments in Para 4 above, give the information as required by The
Companies Act,1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2009 ,and
ii) in the case of the Profit and Loss account, of the loss for the
Year ended on that date, and
iii) in the case of the Cash Flow statement ,of the cash flows of the
Company for the year ended on that date
6. On the basis of written representations received from the
Directors, as on March 31,2009 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
that date from being appointed as a Director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act,1956.
ANNEXURE
Annexure referred to in Para 3 of our Report of even date, to the
members of Network18 Media & Investments Limited
As required by the Companies (AuditorÃs Report) Order, 2003 on the
basis of such checks as we considered appropriate, and, according to
the information and explanations given to us, we report that :- 1. The
company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
2. The fixed assets have been physically verified by the management
during the period and no material discrepancies were noticed .
3. A substantial part of fixed assets have not been disposed off
during the year.
4. The companyÃs business as at the year end does not generate
tangible inventories. Para 4(ii)(b) and 4 (ii) (c) are therefore not
applicable to the company.
5. The company had granted unsecured loans of Rs 281.7 millions to 2
companies covered in the Register maintained under Section 301 of the
Act. The rate of interest on these loans and the other terms and
conditions are not prima facie, prejudicial to the interest of the
company. No repayment terms are specified for the loans but the
borrowers have repaid all sums except a sum of Rs 30.3 million as at
year end.
6. The company has not taken any loans, from a company listed in the
Register maintained under Section 301 of the Act .
7 There is an internal control procedure commensurate with the size of
the company and the nature of its business for the purchase of Fixed
Assets and for the sale of services. The companyÃs operations do not
generate any inventory. During the course of our audit , we have not
observed any continuing failure to correct weaknesses in the internal
control system.
8. The particulars of all contract or arrangements referred to in
Section 301 of the Act , have been entered in the Register required to
be maintained under that section . Transactions made in pursuance of
such arrangements have been made at prices which are, prima facie,
reasonable having regard to the prevailing market prices at the
relevant time.
9. The company has not accepted deposits from the public during the
period.
10. The company has an internal audit system commensurate with its
size and the nature of its business.
11. Maintenance of cost records has not been prescribed by the Central
Government under Section 209(1) (d) of the Companies Act,1956, for any
of the products of the Company.
12. The company has been generally been regular in depositing
undisputed statutory dues on account of Income tax, Provident Fund,
Service Tax and Employees State Insurance dues .The companyÃs current
operations do not require it to deposit any amounts towards Investor
Education and Protection Fund, Wealth Taxes , Sales Taxes, Customs Duty
, Excise and such cess(s).There are no undisputed sums payable towards
Income tax ,Provident Fund, Service Tax and Employees State Insurance
dues , which were outstanding at the year end for a period of more than
six months from the date they became payable.
13. The companyÃs losses as at March 31,2009 do not exceed 50% of its
Net Worth . The company has incurred cash losses in the year under
review and but did incur cash losses in the immediately preceding
financial year.
14. The company has not defaulted in repayment of dues to a financial
institution or bank or debenture holders.
15. No loans/ advances have been granted on the basis of security of
pledge of shares, debentures and other securities .
16. The companyÃs activities do not require compliance with any
special statute applicable to chit fund companies.
17. In respect of dealings or trading in shares and securities the
company has maintained proper records of the transactions and contracts
and timely entries have been made . All shares / securities have been
held by the company in its own name .
18. The company has given guarantees for loans taken by others from
Financial Institutions / Banks , the terms of which are prima facie ,
not prejudicial to the companyÃs interest .
19. Term Loans were used for the purpose they were obtained .
20. Loans of Rs 700 millions raised as Short term loans were used for
Long term investments.
21. The company has not made a preferential allotment Equity Shares to
any party listed in the Register maintained u/s 301 of the Companies
Act.
22. The company has created security in respect of debentures issued.
23. The management has disclosed the end use of money raised through
rights issue and the same has been verified.
24. No fraud on or by the company has been noticed or reported during
the year .
For G S Ahuja & Associates
Chartered Accountants
Noida G S Ahuja
June 30, 2009 Proprietor,
Membership No. 87732
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Network18 Media & Investments Ltd. Key Financial Ratios
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Network18 Media & Investments Ltd. Results
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Network18 Media & Investments Ltd. Financial Data
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Network18 Media & Investments Ltd. Reports
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Network18 Media & Investments Ltd. Corporate Announcements
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