Esha Media Research Ltd Auditors Report.

To,

The Members,

ESHA MEDIA RESEARCH LIMITED

Mumbai

Report on the Standalone Financial Statement

We have audited the accompanying standalone financial statements of M/S ESHA MEDIA RESEARCH LIMITED (the company), which comprise the Balance Sheet as at March 31, 2019, and the Statement of Profit and Loss for the year ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation & presentation of these standalone financial statements that give a true and fair view of the financial position and financial performance 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. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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

Auditors Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on 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. We conducted our audit in accordance with the Standards on Auditing specified u/s 143 (10) 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.

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 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 financial control relevant to the Companys 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 Companys Directors, as well as evaluating the overall presentation of the financial statements. 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.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the order.

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 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 Balance Sheet & Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) The company has not entered into any financial transactions or matters which may have adverse effect on working of the company

(f) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) 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, 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. The provisions relating to Investor Education and Protection Fund are not applicable since there was no unclaimed dividend during the year.

Opinion

In our opinion, and to the best of our information and according to the explanation given to us, the aforesaid standalone financial statements read with the significant accounting policies and notes to accounts, give the information required by the Act, in so far as it is possible. In our opinion the accounts give reasonably true and fair view and are in conformity with the accounting principles generally accepted in India

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2019; b) In the case of the Statement of Profit and Loss, of the loss for the year ended on that date;

For DHAKAD & Co.
(Chartered Accountants)
(Amrit Dhakad)
Place: Mumbai Proprietor
Date : 29/05/2019 (Mem. No. 137579)

ANNEXURE TO AUDITORS REPORT

As required by the Companies (Auditors Report) Order 2015 issued by the Central Government in terms of Section 143 (11) of the Companies Act 2013, we report on the matters specified in paragraph 3 of the said order to the extent applicable to the company.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) These fixed assets have been physically verified by the management at reasonable intervals and in our opinion no material discrepancies were noticed on such verification.

(c) The company did not sell or dispose off substantial part of fixed assets during the year.

(ii) The Company is a Service Company, primarily rendering data exchange Services. Accordingly it does not hold any Inventories. Thus, paragraph 4(ii) of the Order is not applicable.

(iii) (a) The company has granted & has also taken loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The rate of interest and terms and condition of such loans are prima facie not prejudicial to the interest of the company.

(iv) In our opinion and according to the explanations given to us, there are adequate internal control systems 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. There is no continuing failure to correct major weaknesses in internal control systems.

(v) The company has not accepted any deposits from the public and the provisions of sections 73 to 76 of the Companies Act, 2013 and the rules framed there under do not apply.

(vi) The Central Government has not prescribed maintenance of cost records under section 148 (1) of the Companies Act, 2013 for the products manufactured and/or services rendered by the company.

(vii) (a) According to the information & explanation given to us & on the basis of our examination of the records of the company, amounts deducted/ accrued in the books of accounts in respect of undisputed statutory dues has been deposited with the respective government authorities. However the Company is irregular in depositing the statutory dues on time.

(b) According to the information & explanation given to us the following dues of Income Tax, Sales Tax & Service Tax have not been deposited by the Company on account of dispute :

Name of the Statute Nature of the dues Amount (in Rs.) Period to which the Amt Relates Forum where dispute is Pending
INCOME TAX ACT, 1961 Demand U/s 143(3) 81,83,983/- A.Y. 2011-12 A.Y. 1993-94, 1995-96, CIT (Appeals) - Hyderabad A.P. High Court & Sales Tax
SALES TAX VAT 46,56,878/- 1996-97, 2002-03, 2003- 04, 2004-05 Appellate Tribunal

(viii) There are accumulated losses as at the end of the financial year. The company has also incurred cash losses for the Current year.

(ix) The company has not taken any loans from financial institutions or bank and hence this clause does not apply.

(x) The company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) As informed to us, the Company has not taken any term loans during the financial year and hence this clause does not apply.

(xii) According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR DHAKAD & Co.
(CHARTERED ACCOUNTANTS)
Place: MUMBAI AMRIT DHAKAD
Date : 29/05/2019 (PROPRIETOR)
(Mem. No. 137579)