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 profit before tax, total comprehensive income, changes in equity and its cash
flows 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 Auditors Responsibilities 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 ICAIs 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.
We draw attention to Note No. 41 of the Financial Statement, being
claims against the Company not acknowledged as debt by the Company in respect of grant of
an execution decree under Chapter X, Part - II- Enforcement of Certain Foreign awards of
the Indian Arbitration and Conciliation Act, 1996 by a former employee of an erstwhile
subsidiary of the Company of an ex-parte foreign arbitration award of USD 21,63,323 which
is contested by the Company.
Our opinion is not modified in this respect.
Key audit matters (‘KAM) are those matters that, in our
professional judgment, were of most significance in our audit of the standalone financial
statements for the financial year ended 31st March, 2023. 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.
Information Other than the Financial Statements and Auditors
Report Thereon
The Companys Board of Directors is responsible for the other
information. The other information comprises the information included in the
Companys annual report, but does not include the consolidated financial statements,
standalone financial statements and our auditors 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 Companys 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, changes in equity and cash flows 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 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 is
responsible for assessing the Companys 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 is also responsible for overseeing the
Companys financial reporting process.
Auditors Responsibilities 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 auditors 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 scepticism 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 managements 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 Companys ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors
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 auditors 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 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 auditors 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 the Companies (Auditors Report) Order, 2020
(the "Order") issued by the Central Government in terms of Section 143(11) of
the Act, we give in "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, based on our audit we
report that:
a) We have sought and obtained all the information and explanations
which to the 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, Statement of Changes in Equity and the Statement of Cash Flows 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 over
financial reporting of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure B". Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the Companys internal
financial controls over financial reporting.
g) With respect to the other matters to be included in the
Auditors 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
Auditors 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 does not have any pending litigations which would impact
its 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. (a) The Management has represented that, to the best of its
knowledge and belief, 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 or entity, including foreign entity
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, 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, no funds (which are material either individually or in the aggregate) have
been received by the Company from any person or entity, including foreign entity
("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, 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 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. During the year the company neither proposed nor declared any
dividend.
vi. Reporting under Rule 11(g) of Companies (Audit and Auditors) Rules,
2014 is not applicable for the financial year ended March 31,2023, hence no comments are
provided.
(Referred to in paragraph 2(f) under ‘Report on Other Legal and
Regulatory Requirements section of our report to the
Members of CYBER MEDIA (INDIA) LIMITED of even date)
To the best of our information and according to the explanations
provided to us by the Company and the books of account and records
examined by us in the normal course of audit, we state that:
i. In respect of the Companys Property, Plant and Equipment and
Intangible Assets:
(a) (A) The Company has maintained proper records showing full
particulars, including quantitative details and situation of
Property, Plant and Equipment and relevant details of right-of-use
assets.
(B) The Company has maintained proper records showing full particulars
of intangible assets.
(b) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the Company has a regular
programme of physical verification of its property, plant and equipment by which all
Property, plant and equipment are verified in a phased manner over a period of three
years. In accordance with this programme, certain Property, plant and equipment were
verified during the year. In our opinion, this periodicity of physical verification 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) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the title deeds of immovable
properties (other than immovable properties where the Company is the lessee and the lease
agreements are duly executed in favour of the lessee) disclosed in the standalone
financial statements are held in the name of the Company as at the balance sheet date.
(d) The Company has not revalued any of its Property, Plant and
Equipment (including right-of-use assets) and intangible assets during the year.
(e) No proceedings have been initiated during the year or are pending
against the Company as at March 31,2023 for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made there under.
ii. (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company,
the Company has a regular programme of physical verification of its
Inventories by which all Inventories are verified at regular interval. In accordance with
this programme, certain Inventories were verified during the year. In our opinion, this
periodicity of physical verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies were noticed on such
verification.
(b) The Company has not been sanctioned working capital limits in
excess of ^ 5 crore, in aggregate, at any points of time during the year, from banks or
financial institutions on the basis of security of current assets and hence reporting
under clause 3(ii)(b) of the Order is not applicable.
iii. During the year, the Company has not provided any guarantee or
security or granted any loans or advances in the nature of loans, secured or unsecured, to
companies, firms, Limited Liability Partnerships or any other party. The other requirement
of clause 3(iii) of the order is not applicable to the Company.
iv. The Company has complied with the provisions of Sections 185 and
186 of the Companies Act, 2013 in respect of investments by it during the year. The
Company has not granted any loan or provided any guarantee or security during the year to
which section 185 & 186 of the Companies Act, 2013 apply.
v. The Company has not accepted any deposit or amounts which are deemed
to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.
vi. The maintenance of cost records has not been specified by the
Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the
business activities carried out by the Company. Hence, reporting under clause (vi) of the
Order is not applicable to the Company.
vii. (a) In our opinion, the Company has been regular in depositing
undisputed statutory dues, including Goods and Services tax,
Provident Fund, Employees State Insurance, Income Tax, Sales Tax,
Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material
statutory dues applicable to it with the appropriate authorities.
There were no undisputed amounts payable in respect of Goods and
Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax,
Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material
statutory dues in arrears as at March 31,2023 except Provident Fund (PF)of Rs. 0.22 Lakhs
and Labour Welfare Fund of Rs. 1.16 Lakhs for a period of more than six months from the
date they became payable.
(b) According to the information and explanations given to us, there
are no dues of GST, Employees State Insurance, Income-tax, Sales tax, Service tax,
Duty of Customs, Value added tax, Cess or other statutory dues which have not been
deposited by the Company on account of disputes except the employees provident fund of Rs.
20.81 (Service tax of Rs 50.76 lakhs) as detailed in note 41 to the Financial Statements.
viii. There were no transactions relating to previously unrecorded
income that have been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (43 of 1961).
ix. (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company,
the company has not defaulted in repayment of loans or other borrowings
or in the payment of interest thereon to any lender. The Company has settled the pending
amount of Pridhvi Asset Reconstruction & Securitisation Company Limited (Refer note 20
to the Financial Statements).
(b) The Company has not been declared wilful defaulter by any bank or
financial institution or government or any government authority.
(c) The Company has applied term loans for the purpose for which the
loans were obtained.
(d) On an overall examination of the financial statements of the
Company, funds raised on short-term basis have, prima facie, not been used during the year
for long-term purposes by the Company.
(e) On an overall examination of the financial statements of the
Company, the Company has not taken any funds from any entity or person on account of or to
meet the obligations of its subsidiaries.
(f) The Company has not raised any loans during the year on the pledge
of securities held in its subsidiaries and hence reporting on clause 3(ix)(f) of the Order
is not applicable.
x. (a) The Company has not raised moneys by way of initial public offer
or further public offer (including debt instruments) during the
year and hence reporting under clause 3(x)(a) of the Order is not
applicable.
(b) During the year, the Company has not made any preferential
allotment or private placement of shares or convertible debentures (fully or partly or
optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.
xi. (a) No fraud by the Company and no material fraud on the Company
has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies
Act has been filed in Form ADT-4 as prescribed under rule 13
of Companies (Audit and Auditors) Rules, 2014 with the Central
Government, during the year and upto the date of this report.
(c) According to the information and explanations given by the
Management, the Company has not received any whistle-blower complaints during the year.
xii. The Company is not a Nidhi Company and hence reporting under
clause 3 (xii) of the Order is not applicable.
xiii. In our opinion, the Company is in compliance with Section 177 and
188 of the Companies Act, 2013 with respect to applicable
transactions with the related parties and the details of related party
transactions have been disclosed in the standalone financial statements as required by the
applicable accounting standards.
xiv. The Company has an internal audit system commensurate with the
size and nature of its business. The reports of the internal auditor were considered by
us.
xv. In our opinion during the year the Company has not entered into any
non-cash transactions with its Directors or persons connected with its directors, and
hence provisions of section 192 of the Companies Act, 2013 are not applicable to the
Company.
xvi. (a) In our opinion, the Company is not required to be registered
under section 45-IA of the Reserve Bank of India Act, 1934. Hence,
reporting under clause 3(xvi)(a), (b) and (c) of the Order is not
applicable.
(b) The Company has not conducted any Non-Banking Financial or Housing
Financial Activities.
(c) The Company is not a Core Investment Company (CIC) as defined by
the regulation made by Reserve Bank of India.
(d) In our opinion, there is no core investment company within the
Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and
accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. The Company has not incurred any cash losses during the financial
year and in the immediately preceding financial year as covered by our audit.
xviii. There has been no resignation of the statutory auditors of the
Company during the year.
xix. On the basis of the financial ratios, ageing and expected dates of
realisation of financial assets and payment of financial liabilities, other information
accompanying the financial statements and our knowledge of the Board of Directors and
Management plans and based on our examination of the evidence supporting the assumptions,
nothing has come to our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report indicating that Company is not
capable of meeting its liabilities existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet date. We, however, state that
this is not an assurance as to the future viability of the Company. We further state that
our reporting is based on the facts up to the date of the audit report and we neither give
any guarantee nor any assurance that all liabilities falling due within a period of one
year from the balance sheet date, will get discharged by the Company as and when they fall
due.
xx. In our opinion and according to the information and explanations
given by the Management, provision of section 135 of the Companies Act, 2013 is not
applicable on the company. Accordingly, reporting under clause 3(xx) of the Order is not
applicable.
xxi. These are not consolidated financial statements. Accordingly
reporting under clause 3(xxi) of the Order is not applicable.
Annexure "B" to the Independent Auditors Report
(Referred to in paragraph 2(f) under ‘Report on Other Legal and
Regulatory Requirements section of our report to the Members of CYBER MEDIA (INDIA)
LIMITED of even date)
Report on the Internal Financial Controls with reference to Standalone
Financial Statements 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 CYBER MEDIA (INDIA) LIMITED (the "Company") as of March
31,2023 in conjunction with our audit of the standalone Ind AS financial statements of the
Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Management of the Company 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 (the
"ICAI"). 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
companys 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
Our responsibility is to express an opinion on the Companys
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 ICAI 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 auditors judgment, 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 Companys internal
financial controls with reference to standalone financial statements.
Meaning of Internal Financial Controls with reference to standalone
financial statements
A companys 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 companys 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
companys assets that could have a material effect on the financial statements.
D
\J
g Inherent Limitations of Internal Financial Controls with reference to
standalone financial statements
Q.
0)
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, 2023, 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 ICAI.
For Goel Mintri & Associates Chartered Accountants Firm
Registration no. 013211N
Gopal Dutt Partner
Membership No.: 520858 UDIN: 23520858BGUJPA9693
Place: Delhi Date: 27th May, 2023
+91-9892691696
