sri adhikari brothers television network ltd Directors report

To

The Members,

Sri Adhikari Brothers Television Network Limited

The Honble National Company Law Tribunal, Mumbai Bench, (“NCLT)”), had vide its order dated December 20, 2019 (“Admission Order”) admitted the application for the initiation of the Corporate Insolvency Resolution Process (“CIRP”) of Sri Adhikari Brothers Television Network Limited (“Company”) in terms of the Insolvency and Bankruptcy Code, 2016 (“Code”) read with the rules and regulations framed thereunder, as amended from time to time. Further, the NCLT vide its Order dated December 20, 2019 (“Appointment Order”) has appointed Mr. Vijendra Kumar Jain, having IP registration No. IBBI/IPA-004/IP- P00721/2017-18/11253, as the Interim Resolution Professional (“IRP”) for the CIRP of the Company, and he was subsequently confirmed as Resolution Professional (“RP”) in the first meeting of the Committee of Creditors (CoC) held on 15 January, 2020.

Pursuant to the publication of the Appointment Order and in accordance with the provisions of the Code, all the powers of the Board of Directors of the Company (“Board of Directors”) stand suspended and the same along with the management of affairs of the Company have been vested with and are being exercised by the RP.

The Resolution Professional (in lieu of the Suspended Board of Directors) of the Company hereby presents the Twenty Eighth (28 ) Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS:

	Standalone		Consolidated
Sr. No. Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022	For the year ended March 31, 2023	For the year ended March 31, 2022
1 Revenue from operations	-	-	-	-
2 Other income	0.03	-	0.03	-
3 Profit / (Loss) before Depreciation & Expenses, Exceptional items, Finance Cost and Tax	(84.56)	(84.06)	(84.56)	(84.06)
4 Less : Depreciation and Amortization	2,042.06	2,042.06	2,042.06	2042.06
5 Finance charge	0.01	0.04	0.01	0.04
6 Profit / (Loss) before exceptional items and Tax	(2,126.64)	(2,126.15)	(2,126.64)	(2,126.15)
7 Less: Exceptional items	-	-	-	-
8 Profit / (Loss) before tax expense	(2,126.64)	(2,126.15)	(2,126.64)	(2,126.15)
9 Less: Provision for Tax	-	(1.65)	-	(1.65)
10 Profit / (Loss) after Tax	(2,126.64)	(2,124.50)	(2,126.64)	(2,124.50)
11 Less : share of minority interest	-	-	-	-
12 Add: profit/ (Loss) of associates	-	-	-	-
13 Other Comprehensive Income	-	0.05	-	0.05
14 Total Comprehensive Income for the period	(2,126.64)	(2,124.45)	(2,126.64)	(2,124.45)
15 Earnings per Share (Basic and Diluted)	(6.09)	(6.08)	(6.09)	(6.08)

The Company has not received financials from its Subsidiary Company i.e. “Westwind Realtors Private Limited”, even after rigorous following up with the Management. Accordingly, the Company does not have data to finalize and prepare consolidated Financial Statement of our Company. However, in order to comply with provision of Companies Act, 2013 and SEBI (LODR) Regulation, 2015 we have prepared the Standalone as well as Consolidated Financials keeping the same data as of Standalone financials in consolidate Financials.

INDIAN ACCOUNTING STANDARDS:

The financial statements of the Company for the financial year ended March 31, 2023 have been prepared in accordance with the Indian Accounting Standards (IND AS) prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with relevant rules issued thereunder and other accounting principles generally accepted in India.

The comments of the Resolution Professional, which have been provided under the Management Discussion and Analysis and are part of this Annual Report, are as follows:

1. The suspended management has not handed over the books of accounts and other accounting records for the period prior to 31 March, 2017 and documents, possession of the corporate office, content library (intangible asset), inventories, other fixed assets, original agreements and documents related to Company. Therefore, the Resolution Professional has filed a non-cooperation petition with Honble NCLT, Mumbai against the suspended management of the Company under Section 19 of Code.

Currently, a resolution plan submitted by the Suspended management has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration. Accordingly, NCLT has disposed of all the other pending applications in view of an undertaking given by the erstwhile management to submit the relevant information to the transactional auditor and Resolution Professional.

2. RP has instituted a transaction audit of the Company for 5 years to be conducted by Forensic Auditor namely, M/s. Shambhu Gupta & Co. Further, as part of CIRP, Resolution Professional has appointed valuers for valuing the assets of the Company. The valuation of the fixed assets, intangible assets, financial assets and inventory as disclosed in the financials of FY 2022-23 are subject to the valuation reports of the valuers.

3. The amount of total term loans included in Other Financial Liabilities amounts to Rs. 178,85,67,955 in the books of account as on March 31, 2023, whereas the amount of total claims admitted by the RP from the financial creditors amount to Rs. 504,22,16,828 (including corporate guarantees) which includes interest/ penalty calculated upto CIRP admission date. The Corporate Guarantee claims amounting to Rs. 301,67,08,059 have not been provided for in the books of accounts.

Further, the RP has received and accepted claims of Rs. 136,07,97,232 from other creditors who have a security interest on the assets of the Company, and claim admitted for operational creditors and employees amounting to Rs. 15,64,182.

4. The suspended management has given on Leave and License, 1st, 4th, 5th, 6th and 7th floors of Adhikari Chambers (the registered office of the Company Sri Adhikari Brothers Television Network Limited) to related parties namely, M/s. TV Vision Limited and M/s. SAB Events and Governance Now Media Limited, during Financial Year 2018-19, after the Company account became NPA with the Banks, without taking NOC from these Banks. This is a non-compliance of the mortgage documents executed with the respective Banks. The lease terms have been agreed to favoring the related parties and are against the interest of the Company. Resolution Professional has served the licensee with a notice to terminate Leave and License agreement, to protect the interest of the Company.

An application is submitted by Mr. Markand Adhikari, a suspended Director before Honble NCLT, Mumbai Bench seeking issuance of appropriate directions to quash the termination of Leave and License Notice on behalf of the Licensee. The outcome of such application cannot be ascertained as on date.

Currently, a resolution plan submitted by the Suspended management has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration. Accordingly, NCLT has disposed of all the other pending applications in view of an undertaking given by the erstwhile management to submit the relevant information to the transactional auditor and Resolution Professional.

5. As per the order received from Honble NCLAT, a Resolution plan received from M/s. SAB Events & Governance Now Media Ltd and M/s. Marvel Media Pvt Ltd with Mr. Ravi Adhikari and Mr. Kailasnath Adhikari (Resolution Applicant) has been approved by the CoC members and is now filed with Honble NCLT for approval. Therefore, the books of accounts are prepared on going concern basis.

REVIEW OF OPERATIONS & STATE OF THE COMPANY AFFAIRS:

The Company operates in Single segment i.e. Content Production and Distribution.

Since our Company is under Corporate Insolvency Resolution Process (CIRP) and it is not in operation, consequently the Company could not generate any revenue during the year under review. There is revenue of Rs. 0.03 Lakhs i.e. Interest on Income Tax Refund. The Company incurred Loss before tax of Rs. (2,126.64) Lakh as against Loss before tax of Rs. (2,126.15) Lakh in the previous financial year. The Loss after tax was Rs. (2,126.64) Lakh during the FY 2022-23 as against Loss after tax of Rs. (2,124.50) Lakh in the previous financial year.

The total comprehensive income is negative of Rs. (2,126.64) Lakh during the FY 2022-23 as against negative of Rs. (2,124.45) Lakh in the previous financial year.

SHARE CAPITAL:

During the year under review, there was no change in the Authorized Share Capital of the Company. The Authorized Share Capital of the Company as on March 31, 2023 is Rs. 4,850 Lakhs.

Further, as on March 31, 2023, there was no change in the paid-up share capital of the Company. The issued, subscribed and paid-up share capital of the Company as on March 31, 2023 is Rs. 3,494.45 Lakhs.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to Reserves & Surplus.

DIVIDEND:

In view of on-going CIRP initiated vide NCLT, Mumbai order dated December 20, 2019 and losses incurred by the Company during the financial year, the RP (in lieu of Suspended Board of Directors) has not recommend any dividend for the financial year 2022-23.

CREDIT RATING

The Company has defaulted in servicing the debt to various Financial Creditors and Currently RP is carrying out CIRP and no revised or new credit rating has been received during the financial year 2022-23.

INVESTOR EDUCATION AND PROTECTION FUND:

In terms of the provisions of Section 125 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the unclaimed/unpaid dividend amount for F.Y. 2014-15 along with the shares on which Dividend remained unclaimed/unpaid for a period of seven consecutive years was due to be transferred to the Investor Education and Protection Fund (IEPF) in the financial year 2022-23. However due to non-receipt of data from Bank we are not able to transfer the said amount to IEPF fund. Please note that we are continuously following up with bank and we will transfer the fund soon.

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 (Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Appointment of Resolution Professional:

The Honble NCLT had vide its order dated December 20, 2019 (“Admission Order”) admitted the application for the initiation of the Corporate Insolvency Resolution Process (“CIRP”) of the Company in terms of the Insolvency and Bankruptcy Code, 2016 (“Code”) read with the rules and regulations framed thereunder, as amended from time to time. Further, the NCLT vide its Order dated December 20, 2019 (“Appointment Order”) had appointed Mr. Vijendra Kumar Jain, having IP registration No. IBBI/IPA-004/IP- P00721/2017-18/11253, as the Interim Resolution Professional (“IRP”) for the CIRP of the Company, who was subsequently confirmed as Resolution Professional (“RP”) in the first meeting of the Committee of Creditors (CoC) held on 15th January, 2020.

The Committee of Creditors approved the Liquidation of the Company in the COC meeting held on 24th August, 2021. Pursuant to this approval, Honble NCLT approved the liquidation vide order dated 16th December 2021 and the liquidator, namely "Mr. Ashish Vyas" was appointed vide modification order dated 4th January, 2022. The modified liquidation order was uploaded and received on 21st January 2022.

An Appeal was filed by the suspended management against the Honble NCLT order. With reference to this appeal, the Honble NCLAT, vide its order dated 31st January, 2022, has stayed the liquidation proceedings.

On 12th October 2022, during the final hearing before the Honble NCLAT, the legal counsel of the RP informed the Honble NCLAT that the Resolution Plans were duly considered by the Committee of Creditors and have received approval with 93.5% votes. As a result, both appeals were dismissed by Honble NCLAT as infructuous vide order dated 12th October, 2022.

Currently, a resolution plan has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration. Accordingly, Resolution Professional is carrying out the Compliances for the year ended 31st March, 2023.

Retirement by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Rules made thereunder and the Articles of Association of the Company, Mrs. Latasha Jadhav (DIN: 08141498), Non-Executive - Non Independent Women Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered herself for re-appointment. The RP (in lieu of the Suspended Board of Directors) recommends the re-appointment of Mr. Latasha Jadhav as Non-Executive - Non Independent Women Director of the Company.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Mrs. Latasha Jadhav, proposed to be re-appointed is given in the Notice of ensuing AGM.

Re-appointment of Independent Directors of the Company for another term of 5 years:

During the year under review the first tenure of Dr. Ganesh P. Raut (DIN: 08047742), Mr. Umakanth Bhyravajoshyulu (DIN: 08047765) and Mr. M. Soundara Pandian (DIN: 07566951) expired and thereafter the Company has appointed Dr. Ganesh P. Raut, Mr. Umakanth Bhyravajoshyulu and Mr. M. Soundara Pandian for Second term of 5 years commencing from February 07, 2023 to February 06, 2028, who shall not be liable to retire by rotation.

Appointment of Company Secretary & Compliance Officer of the Company:

Mrs. Kajal Pandey was appointed as Company Secretary & Compliance Officer of the Company w.e.f. December 05 2022.

Declaration from Independent Directors:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the details of Key Managerial Personnel (KMP) of the Company as on March 31, 2023 is stated herewith:

Sr. No. Name of the KMP	Designation
1. Mr. Markand Adhikari	Suspended Managing Director
2. Mrs. Kajal Pandey	Company Secretary & Compliance Officer

Remuneration to Non-Executive Directors

During the financial year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Further, it is important to note that since Company is under CIRP process and power of board is suspended therefore Board Meeting was not conducted during the FY 2022-23, accordingly except Dr. Ganesh P. Raut, Member of RP Committee, none of the other director received any amount from the Company. Dr. Ganesh P. Raut received sitting fees for attending Resolution Professional (RP) Committee Meeting.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee along with the Board had adopted a formal mechanism for evaluating the performance of the Board of Directors (including Executive and Non-Executive Directors) as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc.

In the past, the evaluation exercise was carried out based on various parameters such as the composition of the Board, experience, competencies, contribution towards accurate financial reporting, strategic guidance, risk mitigation, internal controls, governance, leadership and talent development, managing external stakeholders, governance issues, etc.

Consequent to admission of the Company into CIRP, effective December 20, 2019, since the powers of the Board is suspended, the annual performance evaluation could not be carried out thereafter.

MEETINGS OF THE BOARD:

Prior to appointment of the RP, the Board were meeting at regular intervals to discuss and decide on the Companys business policies and strategies apart from other Board businesses.

However, due to admission of the Company into CIRP, effective December 20, 2019, since powers of the Board is suspended. Accordingly, instead of Board Meetings, Resolution Professional (RP) Committee Meeting was conducted during the FY 2022-23.

MEETING OF THE RP COMMITTEE

The RP Committee met on various occasions to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company. During the financial year under review, the RP Committee met 6 (Six) times. The details of the RP Committee Meetings and their attendance at the meetings are provided in the Report on Corporate Governance, forming part of this Report. The intervening gap between the two consecutive RP Committee meetings did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India (“ICSI”) and pursuant to the relaxations issued by SEBI Circular dated April 29, 2021, as amended from time to time.

COMMITTEES OF THE BOARD/ RESOLUTION PROFESSIONAL:

In compliance with the requirements of the Act and the Listing Regulations, the Company has constituted 3 (Three) Committees of the Board as below:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

Details of all Committees and its constitution with respect to their terms of reference, meetings and attendance of the members at the meetings held during the financial year, are provided in the Report on Corporate Governance, forming part of this Annual Report.

As per relaxation given by Regulation 15(2A) and 15(2B) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015, as our Company is undergoing corporate insolvency resolution process, accordingly provision of Regulation 17 i.e. Board of Directors, Regulation 18 i.e. Audit Committee, Regulation 19 i.e. Nomination and Remuneration Committee, Regulation 20 i.e. Stakeholders Relationship Committee and Regulation 21 i.e. Risk Management Committee of SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 shall not be applicable to the Company.

However, the roles and responsibilities of the committees specified in the respective regulations are being fulfilled by the Resolution Professional Committee.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee was duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The composition, terms of reference, role of the Audit Committee is provided in the Report on Corporate Governance forming part of this Annual Report.

Please note that as per relaxation given by 15(2B) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 as our Company is undergoing corporate insolvency resolution process, accordingly Provisions of Regulation 18 shall not apply to the Company.

In order to comply with Provisions of Section 177 of the Companies Act, 2013, Company is continuing with exiting Audit committee but power of Committee is suspended as the Company is under CIRP.

The roles and responsibilities of the Audit Committees are being fulfilled by the Resolution Professional Committee.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to provisions of Section 178 of the Companies Act, 2013 read with the Rules made thereunder, Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, prior to commencement of CIRP, the Board had adopted a Policy on “Criteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration.” The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

Please note that as per relaxation given by 15(2B) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 as our Company is undergoing corporate insolvency resolution process, accordingly Provisions of Regulation 19 shall not apply to the Company.

However the roles and responsibilities of the Nomination and Remuneration Committee are being fulfilled by the Resolution Professional Committee.

RISK MANAGEMENT:

The Company has devised and adopted a Risk Management Policy and has implemented a mechanism for risk assessment and management. The policy is devised to identify the possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risks covered in the policy are Strategic Risks, Financial Risks, Operational Risks and such other risks that may potentially affect the working or performance of the Company.

Please note that as per relaxation given by 15(2B) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 as our Company is undergoing corporate insolvency resolution process, accordingly Provisions of Regulation 19 shall not apply to the Company.

However the roles and responsibilities of the Nomination and Remuneration Committee are being fulfilled by the Resolution Professional Committee. They have been reviewing the various aspects of the Risk Management Policy and has taken appropriate steps to control and mitigate the same through a properly defined framework.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy/Vigil Mechanism as per the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations. The Policy provides a mechanism for reporting of unethical behavior and frauds made to the management. The mechanism provides for adequate safeguards against victimization of employees who avails the mechanism and provides for direct access to the Chairman of the Audit Committee, under exceptional cases. The details of the Whistle Blower Policy/Vigil Mechanism are explained in the Report on Corporate Governance and are also available on the website of the Company at http://adhikaribrothers.com/pdf/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy_ SABTNL.PDF

On the initiation of the CIRP, the Resolution Professional Committee has been reviewing the Whistle Blower Policy and has been taken appropriate steps to control and mitigate the same through a properly defined framework.

We affirm that during the financial year 2022-23, no employee or director was denied access to the Resolution Professional Committee in lieu of suspended Audit Committee. Further, no complaints were received from employees of the Company during the financial year.

EXTRACT OF ANNUAL RETURN:

The Annual Return in Form MGT-7 as on March 31, 2023, as required under Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at http://www.adhikaribrothers.com/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year under review, the particulars of Loans, Guarantees and Investments made by the Company under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements forming part of this Annual Report.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employees remuneration are appended to this report as “Annexure I Part A”.

The statement containing particulars of employees as required under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in this Report as “Annexure I Part B” and forms a part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The suspended management has given on Leave and License 1 , 4 , 5 , 6 and 7 floors of the Adhikari Chambers to related parties of the promoter, namely, M/s. TV Vision Limited and M/s. SAB Events and Governance Now Media Limited, during FY 2018-19, after the company account became NPA with the Banks, without taking NOC from these Banks. This is a non-compliance of the mortgage documents executed with the respective Banks. The Leave and License terms have been agreed to favour the related parties and are against the interest of the company.

Resolution Professional has served the licensee with a notice to terminate the Leave and License agreement, to protect the interest of the Company, with approval of Committee of Creditors.

However, an application is submitted by Mr. Markand Adhikari, suspended Director before Honble NCLT, Mumbai Bench seeking issuance of appropriate directions to quash the termination of Leave and License Notice on behalf of the Licensee. The outcome of such application cannot be ascertained as on date.

Further, Resolution Professional has also filed a non-cooperation petition against the suspended management under section 19 of IBC for non-handover of the corporate office of the Company.

RP has instituted a transaction audit of the company for 5 years to be conducted by Forensic Auditor namely, M/s. Shambhu Gupta & Co.

Currently, a resolution plan submitted by the Suspended management has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration. Accordingly, NCLT has disposed of all the other pending applications in view of an undertaking given by the erstwhile management to submit the relevant information to the transactional auditor and Resolution Professional.

The prescribed details of Related party transactions in form AOC-2, as reported by the suspended management, in terms of section 134 of the Companies Act , 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is given in the ‘Annexure II” to this report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transactions Policy and the same is uploaded on the Companys website at http://adhikaribrothers.com/pdf/Policy-on-Related-Party-Transactions_SABTNL.PDF

The aforesaid Related Party Transaction policy and the details of related party transactions in form AOC-2, are subject to the Transaction Audit findings and the Resolution Professionals review.

SUBSIDIARY, ASSOCIATE, JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 31, 2023, the Company has 1 (One) Subsidiary Company and 1 (One) Associate Company. The details of the above mentioned companies are mentioned in Report on Corporate Governance forming part to this Annual Report.

The Financials of the subsidiary and associate is under the control of suspended management. During the financial year under review, the financials of the subsidiary, Westwind Realtors Private Limited, were not submitted by its management, even after multiple follow-ups. Thus the salient features of the Financial Statements of the subsidiary and associate company in the prescribed format Form AOC-1 is not forming part of the Financial Statements.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Audited Consolidated Financial Statements and related information of the Company are available on our website i.e. http://www.adhikaribrothers.com/financials/.

During the financial year under review no company ceased to be subsidiary or associate. The Company does not have joint venture companies as on March 31, 2023.

PERFORMANCE OF SUBSIDIARY COMPANY AND ASSOCIATE COMPANY:

During the financial year under review, the financials of the subsidiary, Westwind Realtors Private Limited, were not submitted by its management, even after multiple follow-ups.

STATUTORY AUDITORS AND THEIR REPORT:

Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, Members of the Company at the 27th Annual General Meeting (AGM) held on September 12, 2022 had re-appointed M/s P. Parikh & Associates, Chartered Accountants Mumbai (Firm Registration No: 107564W) as the Statutory Auditors of the Company, for second term of 1 (One) year, to audit the financial statements of the Company for the financial years of 2022-23.

Pursuant to completion of his second term, the Resolution Professional Committee has recommended the name of M/s Hitesh Shah & Associates bearing FRN No 103716W to be appointed as the Statutory Auditor of the Company to hold office from the conclusion of this 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company to be held in the year 2028, on such remuneration as may be decided by the Resolution Professional Committee in consultation with the Statutory Auditor of the Company.

The Company has received a written consent and an eligibility certificate from M/s Hitesh Shah & Associates stating that they are willing to act as statutory auditors of the Company and that their appointment satisfies the criteria as provided under section 141 of the Companies Act, 2013.

Statutory Auditors Report

The statutory auditors report for F.Y. 2022-23 on the financial statements forms part of this Annual report.

Further, following were the details of the Audit qualifications made by the statutory auditors in their report for F.Y. 2022-23 and Resolution Professionals reply to it.

1) Details of Audit Qualification:

We are not able to judge solely on the basis of verification of other audit evidences obtained during the course of audit whether the management has fulfilled its responsibility for the preparation of the financial statements in accordance with the applicable financial reporting framework. Further, we had also requested the management to give a written representation that it has provided us with all the relevant information during the audit and whether all the transactions have been properly recorded and reflected in financial statements, however the management has not provided all such written representations as per Standard on Auditing SA 580, as a result we are unable to obtain sufficient appropriate audit evidence. The possible effects of such inability on the financial statements are not confined to specific elements, any accounts or items of financial statements and hence we conclude this condition to be pervasive, in our professional judgment, due to which we have issued adverse opinion on the financial statements in such circumstances as required by Standard on Auditing SA 705 (Revised).

Reply from Resolution Professional:

The suspended management has not handed over the books of accounts and other accounting records and documents (for the period prior to 31st March, 2017), possession of the corporate office, content library (intangible asset), inventories, other fixed assets, original agreements and documents related to Company.

Accordingly, the Resolution Professional is not in a position to provide all such written representations, as requested by the Statutory Auditors.

2) Details of Audit Qualification:

Due to defaults in repayment of loans taken from Bank/s, the Account of the Company has been classified as Non-Performing Asset by Banks in the Previous Financial years and except two Banks, other Banks have not charged the interest / reversed the unpaid interest charged from the date the account has been classified as Non-Performing. No provision has been made in the books of accounts maintained by the Company for interest / penal interest, if any, on these term loans amounting to approximately Rs. 2,349.85 Lakhs as on March 31, 2023 (exact amount cannot be determined), hence to that extent, finance cost, total loss for the quarter and period ended March 31, 2023, Negative “Other Equity” balances (as it includes interest expense of previous financial years) and current financial liabilities are understated by approximately Rs.2,348.25 Lakhs as on March 31, 2023. The said amount of Rs. 2,349.85 Lakhs is the difference between Claims amounting to Rs. 20,235.53 Lakhs (including interest) received from banks by RP as on December 20, 2019 and amount of loan outstanding from banks amounting to Rs.17,885.68 Lakhs reflected in books of accounts of the Company as on March 31, 2023. Also, such loan outstanding balances as per books of accounts are subject to confirmation / reconciliation with the balance as per banks as on March 31, 2023.

Reply from Resolution Professional:

As per the order received from Honble NCLAT, a Resolution plan received from M/s. SAB Events & Governance Now Media Ltd and M/s. Marvel Media Pvt Ltd with Mr. Ravi Adhikari and Mr. Kailasnath Adhikari (Resolution Applicant) has been approved by the CoC members and is now filed with Honble NCLT for approval. Therefore, the books of accounts are prepared on going concern basis.

3) Details of Audit Qualification:

The aggregate carrying value of Business and Commercial rights in the books of the Company as on March 31, 2023 is Rs. 4,902.11 Lakhs. There is no revenue generation from monetization o these assets during the quarter and period ended March 31, 2023 and in previous financial years, due to which the Company has incurred substantial losses during the quarter and period ended March 31, 2023 and in previous financial years. There is a strong indication of Impairment in the value of these Business and Commercial rights and therefore we are of the opinion that the Impairment loss of Rs. 4,902.11 Lakhs should be provided on all such assets in the books of accounts of the Company as on March 31, 2023. The assets of the Company are overstated and net loss for the quarter and period ended March 31, 2023 is understated to that extent.

Reply from Resolution Professional -

RP is unable to comment on this qualification as the aforesaid content library (intangible asset) and related records has not been handed over by the Suspended management.

4) Details of Audit Qualification:

The Company has not provided for loss allowances on Financial Corporate Guarantee contracts amounting to about Rs. 30,188.24 Lakhs (exact amount cannot be ascertained) as on March 31, 2023 given by the Company on behalf of its related group companies which is to be recognized as required by Indian Accounting Standard (IND-AS 109) and also not provided for claims amounting to Rs. 13,607.97 Lakhs (exact amount cannot be ascertained) as on March 31, 2023 received from banks for security interest on the assets of the Company for Loans availed by the related group companies. The financial liabilities of the Company and net loss for the quarter and period ended March 31, 2023 are understated to that extent.

Reply from Resolution Professional -

RP has made disclosures in the Notes to Financials with respect to the claims that have been received by him. The Corporate Guarantee contracts relates to before the CIRP period which the suspended management failed to disclose appropriately in the financials and are now appropriately disclosed in the Notes to the Financials.

5) Details of Audit Qualification:

The Companys inventories are reflected in the Balance Sheet at Rs. 271.01 Lakhs as on March 31, 2023. The Company has not stated the inventories at the lower of cost and net realizable value but has stated them solely at cost, which constitutes a departure from Indian Accounting Standard-2- Inventories (Ind AS-2). As the inventories of the Company consist of rights which are returned by the customers due to defect in quality of such rights and it also consists of such inventory which are non-moving for a long period of time, we are of the opinion that the net realizable value of inventories is NIL as on March 31, 2023. The assets of the Company are overstated and net loss for the quarter and period ended March 31, 2023 is understated to that extent.

Reply from Resolution Professional-

RP is unable to comment on this qualification as the aforesaid inventory and related records has not been handed over by the Suspended management.

6) Details of Audit Qualification:

The impact of Impairment, if any, of all other Tangible assets in Property, Plant and Equipment amounting to Rs. 3,728.76 Lakhs and Capital Work in Progress amounting to Rs. 1,403.44 Lakhs should be accounted in the books of accounts by the Company at the quarter and period ended March 31, 2023 after conducting the physical verification of all such assets and by ascertaining the Fair Market Value of such assets by appointing a third party expert valuers and by doing a valuation of the same. In the absence of physical verification of Property, Plant and Equipment and valuation report of assets by the third party valuers, we are unable to comment whether that the value of assets as reflected in Property, Plant and Equipment and Capital Work in Progress head is correct or impairment for the same is required as on March 31, 2023.

Reply from Resolution Professional-

RP is unable to comment on this qualification as he has not been provided access to the Fixed Assets Register or related records by the suspended management.

7) Details of Audit Qualification:

The Company / RP has received claims from some Operational Creditors amounting to Rs. 5.25 Lakhs as on December 20, 2019 which has been accepted, however Rs. 1.25 Lakhs is the balance outstanding as per books as on March 31, 2023 for such operational creditors. The loss for the quarter and period ended March 31, 2023 and Trade Payables are understated to the extent of Rs. 4.00 Lakhs as on March 31, 2023.

Reply from Resolution Professional-

RP has made disclosures in the Notes to Financials with respect to the claims that have been received by him.

8) Details of Audit Qualification:

Inter-Company Related Party outstanding balance with TV Vision Limited and SAB Events and Governance Now Media Limited as on March 31, 2023 is subject to reconciliation. The impact, if any, due to non-reconciliation of Inter-Company accounts on the financial statements of the Company as on March 31, 2023 is unascertainable.

Reply from Resolution Professional-

The RP does not have any control over the books of accounts of the related parties.

9) Details of Audit Qualification:

The amount of Depreciation and Amortization expenses for the quarter and period ended March 31, 2023 is assumed to be proportionate / equal to the Depreciation and Amortizatio expenses as per the Audited financials of the Company for the year ended March 31, 2023, due to reasons as stated in Note No. 2 forming part of the results for the quarter ended March 31, 2023. The impact of differences, if any, between actual depreciation as per Fixed Asset Register and as per books of accounts, on the financial statements of the Company as on March 31, 2023 is unascertainable.

Reply from Resolution Professional -

The suspended management has not handed over the books of accounts and other accounting records and documents (for the period prior to 31st March, 2017), and also the Fixed asset Register. Since the RP does not have access to the Fixed Asset Register, the depreciation for FY 2022-23 is calculated based on depreciation expense for FY 2021-22 (as explained in Notes to Financials).

10) Details of Audit Qualification:

No provision for doubtful debts for the sum of Rs. 26.81 Lakhs has been made in books of accounts as on March 31, 2023 as required by Indian Accounting Standard (IND-AS 109) for amount recoverable from a debtor which is doubtful of recovery. The loss for the quarter ended March 31, 2023 is understated and Trade Receivables of the Company are overstated as on March 31, 2023 to the extent of Rs. 26.81 Lakhs.

Reply from Resolution Professional-

RP is unable to comment on this qualification as he has not been provided access to the books of accounts (for the period prior to 31st March, 2017) by the Suspended Management.

11) Details of Audit Qualification:

Bank Balances (including unclaimed dividend account balances) amounting to Rs. 5.67 lakhs are subject to confirmation / reconciliation due to non-receipt of bank statements / bank confirmation / external confirmations as on March 31, 2023, as represented to us by the management. The impact, if any, on the financial statements as on March 31, 2023 could not be ascertained.

Reply from Resolution Professional-

Due to non-receipt of the bank statement even after repeated reminders made to the respective bank, the RP is unable to comment on the same.

12) Details of Audit Qualification:

Unclaimed dividend Account amounting to Rs. 1.82 lakhs is subject to confirmation / reconciliation with the balances as per the Registrar and Transfer agents as on March 31, 2023. The impact, if any, on accounts as on March 31, 2023 is unascertainable.

Reply from Resolution Professional-

Due to non-receipt of the bank statement even after repeated reminders made to the respective bank, the RP is unable to comment on the same.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional on 14th February, 2023 has approved the appointment of M/s. Shweta Mundra & Associates, Practicing Company Secretaries, Mumbai (FRN/Membership Number: A38115), as the Secretarial Auditors of the Company to conduct audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 is appended to this report as “Annexure III”.

During the financial year under review, following are the qualifications of the Secretarial Auditors of the Company along with the reply of the Resolution Professional to the same:

a. The Company has not appointed Internal Auditors during the period under review as required under Section 138 of the Act and as per Regulation 18(3) Read with Part B Paragraph (4) of SEBI LODR

Reply from Resolution Professional-

As the Company is under CIRP and there are no operations in the Company, the Company has not appointed any internal auditors.

b. The company does not have a CFO (Chief Financial Officer) since 26th May, 2020, as is required under Section 203 of the Act. Further, the Company has filed the resignation of the CFO with E-form GNL-2 to the ROC as per General Circular No.8/2020. However, the said resignation is not effective with the Master-data of the Company with the website of Ministry of Corporate Affairs (MCA) till date.

Reply from Resolution Professional-

As the Company is under CIRP, The RP is in search of suitable professional for the appointment.

c. There is no appointment of Company Secretary and Compliance officer in the Company for the period till December 2022, as applicable and required under Section 203 of the Act and as per Regulation 6(1) of SEBI LODR, that a listed entity shall appoint a qualified company secretary as the compliance officer. We have observed the Notice served by NSE and BSE. A penalty of INR 65000 imposed by NSE But the Company has Requested for waiver of the same. However, the Company had appointed Company Secretary and Compliance officer in December 2022

Reply from Resolution Professional-

The Company has Appointed Mrs. Kajal Pandey as a Company Secretary & Compliance Officer w.e.f. December 05, 2022.

d. As per Clause VII of Schedule IV to the Companies Act, 2013 read with Clause 49 (II) (B) (6) of the Listing Agreement and as required under Regulation 25(3) of SEBI (LODR) Regulations, 2015, The Company could not conduct any Meeting of Independent Directors throughout the year and the evaluation of the performance of the Board of Directors as well as that of its committees and independent directors including chairman of the Board, Key Managerial Personnel/Senior Management etc., was not carried out during the year as required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013. Further, under Regulation 25(7) of SEBI LODR the Company could not have the Familiarization Programme for the Non- Executive, Independent Directors throughout the year as required.

Reply from Resolution Professional

The Company is under CIRP, and the power of the Board is suspended. Accordingly, there was no separate meeting of the Independent Director held during the year and Company could not evaluation of the performance of the Board of Directors as well as that of its committees and independent directors including chairman of the Board, Key Managerial Personnel/Senior Management etc during the year.

e. The website of the Company is not updated with the disclosure of previous year financial statements of the subsidiaries. The Resolution Professional informed that they do not have any control over the books of accounts of the Subsidiary, Westwind Realtors Private Limited. Thus, the financials of subsidiary could not be consolidated and updated.

Reply from Resolution Professional-

The Company has not received financials from its Subsidiary Company i.e “Westwind Realtors Private Limited”, even after rigorous following up to Corporate Debtor.

f. The management has not provided proper audit evidences and all such written representations as required by the Auditors as per Auditing SA 580 which is contravention of the section 143(1) of the Companies Act,2013.

Reply from Resolution Professional-

The Company is under CIRP and the RP has not received complete handover from the suspended Management due he is unable to provide all the said representations.

g. There is a strong indication of Impairment in the value of Business and Commercial rights of the Company and there exists the material uncertainty as a Going Concern of the Company under Section 134(5)(d) of the Companies Act,2013.

Reply from Resolution Professional-

The RP has not received the handover fixed assets and contents, thus he is not in a position to comment on this finding. Currently a Resolution Plan is being discussed with the COC and therefore the company has been considered as going concern.

h. The Company is currently under CIRP and does not have any operations, so the Company could not comply with the requirement of following:

Sr No Section	Particulars of Deviations
1 Section 134(3)(n) and 177(4) of Companies Act, 2013	The Board and the Audit Committee should periodically review the Risk Management Policy and the risks associated with the Company and recommends steps to be undertaken to control and mitigate the same through a properly defined framework
2 Section 177 of Companies Act, 2013 and Regulation 22 of SEBI LODR.	Wherein mechanism for reporting of unethical behaviour and frauds made to the management known as Vigil Mechanism or Whistle Blower Policy. The mechanism provides for adequate safeguards against victimization of employees who avails the mechanism and provides for direct access to the Chairman of the Audit Committee.

Reply from Resolution Professional-

The Company is not in operation and the Board of Directors is suspended. The minimum required Compliance is done by the RP Committee.

MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, the government has not prescribed maintenance of the cost records of services dealt with by the Company. Hence, the prescribed section for maintenance of cost records is not applicable to the Company during the financial year under review.

INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company is required to appoint an internal auditor. The Company is currently under the CIRP and the Company does not have any operations, thus the Company did not have any internal audit

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company management has not been completely handed over to the Resolution Professional by the suspended Board of Directors, on the initiation of the CIRP, as per the requirements under the Code. Therefore, RP is unable to verify and comment on the above clause.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to the Regulation 34 read with Schedule V of the Listing Regulations, the following have been made a part of the Annual Report and are attached to this report:

a. Management Discussion and Analysis; b. Report on Corporate Governance; c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on the board of the company have been debarred or disqualified from being appointed or to act as director of the Company;

e. Certificate regarding compliance of conditions of Corporate Governance.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the financial year 2021-22, the Committee of Creditors approved the Liquidation of the Company in the COC meeting held on 24th August, 2021. Pursuant to this approval, Honble NCLT approved the liquidation vide order dated 16th December 2021 and the liquidator, namely "Mr. Ashish Vyas" was appointed vide modification order dated 4th January, 2022. The modified liquidation order was uploaded and received on 21st January 2022.

An Appeal was filed by the suspended management against the Honble NCLT order. With reference to above appeal, the Honble NCLAT, vide its order dated 31st January, 2022, has stayed the liquidation proceedings. On 12th October 2022, during the final hearing before the Honble NCLAT, the legal counsel of the RP informed the Honble NCLAT that the Resolution Plans were duly considered by the Committee of Creditors and have received approval with 93.5% votes. As a result, both appeals were dismissed by Honble NCLAT as infructuous.

Currently, a resolution plan has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration. Accordingly, the Resolution Professional is carrying out the Compliances for the year ended 31st March 2023.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year 2022-23 to which this financial statements relate and the date of this Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

POSH provisions are applicable to all establishments, companies, organizations (whether public or private) employing 10 or more employees (whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender) irrespective of business or industry.

In our Company only one employee is there i.e. Company secretary & Compliance Officer of the Company, accordingly our company is not require to have Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 in place.

However, the Company had adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and with Rules made thereunder before initiation of CIRP process.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company has complied with all the applicable provisions of the same during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

Conservation of Energy:

a. Steps taken or impact on conservation of energy The Operations of the Company are not much energy intensive.

However, Company continues to implement prudent practices for saving electricity and other energy resources in day-today activities.

b. Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not much energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil.

Technology Absorption:

a. The efforts made towards technology absorption the technology required for the business has been absorbed as and when required.

b. The benefits derived like product improvement, cost reduction, product development or import substitution Not Applicable.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

Not Applicable.

d. The expenditure incurred on Research and Development - Not Applicable.

Foreign Exchange earnings and Outgo: Nil

DIRECTORS RESPONSIBILITY STATEMENT:

The Company has been admitted in National Company Law Tribunal (NCLT) on 20 December 2019 Order no. CP (IB) No. 4374/I&B/MB/2018. As per the order, the company is under Corporate Insolvency Resolution process (CIRP) and “Mr. Vijendra Kumar Jain” having IP registration No. IBBI/IPA-004/IP-P00721/2017-2018/11253 has been appointed as Resolution Professional.

The Resolution Professional is not in the position to confirm to the provisions of Section 134(3)(c) of the Companies Act, 2013, due to the following reasons:

a. The suspended management has not handed over the books of accounts and other accounting records (for the period prior to 31st March, 2017) and documents, possession of the corporate office, content library (intangible asset), inventories, other fixed assets, original agreements and documents related to Company.

b. RP has instituted a transaction audit of the company for 5 years to be conducted by Forensic Auditor namely, M/s. Shambhu Gupta & Co. These results will be subject to findings of the Forensic Auditor.

Further, as part of CIRP, Resolution Professional has appointed valuers for valuing the assets of the company. The valuation of the fixed assets, intangible assets, financial assets and inventory as disclosed in the financials of FY 2020-21 are subject to the valuation reports of the valuers.

c. The suspended management has given on Leave and License the 1st, 4th, 5th, 6th and 7th floors of Adhikari Chambers to related parties namely, M/s. TV Vision Limited and M/s. SAB Events and Governance Now Media Limited, during F/Y 2018-19, after the company account became NPA with the Banks, without taking NOC from these Banks. This is a non-compliance of the mortgage documents executed with the respective Banks. The Leave and License terms have been agreed to favour the related parties and are against the interest of the company. Resolution Professional has served the licensee with a notice to terminate the Leave and License agreement, to protect the interest of the company.

However, an application is issued by Mr. Markand Adhikari, suspended Director before Honble NCLT, Mumbai Bench seeking issuance of appropriate directions to quash the termination of Leave and License Notice. The outcome of such application cannot be ascertained as on date.

Currently, a resolution plan submitted by the Suspended management has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration. Accordingly, NCLT has disposed of all the other pending applications in view of an undertaking given by the erstwhile management to submit the relevant information to the transactional auditor and Resolution Professional.

ACKNOWLEDGEMENT:

The RP expresses his gratitude for the valuable support and co-operation extended by various Government authorities and stakeholders including shareholders, banks, financial institutions, viewers, vendors and service providers.

The RP also places on record his deep appreciation towards the dedication and commitment of your Companys employees at all levels and look forward to their continued support in the future as well.

The RP appreciates and values the contribution made by every member of the SABTNL family.

For Resolution Professional Committee
(in lieu of Suspended Board of Directors)
Vijendra Kumar Jain
Resolution Professional
(IBBI/IPA-001/IP-P00721/2017- 18/11253)
Place: Mumbai
Date:	August 14, 2023