sri adhikari brothers television network ltd Auditors report

To the Members of Sri Adhikari Brothers Television Network Limited Report on the Audit of the Standalone Financial Statements Adverse Opinion

We have audited the Standalone financial statements of Sri Adhikari Brothers Television Network Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2023, the statement of Profit and Loss, statement of Changes in Equity and the statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to explanation given to us, because of the significance of the matters and except for the possible effects of the matters, discussed in the Basis of Adverse Opinion and Emphasis of Matters section of our report, the accompanying standalone financial statements give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company, of its loss, position of changes in equity and cash flows for the year then ended.

Basis for Adverse Opinion

i) 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).

ii) 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 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. 2,348.25 Lakhs as on March 31, 2023 (exact amount cannot be determined), hence to that extent, finance cost, total loss for the year 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. 2,348.25 Lakhs is the difference between Claims amounting to Rs. 20,233.93 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.

iii) 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 of these assets during the year ended March 31, 2023 and in previous financial years, due to which the Company has incurred substantial losses during the year 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 year ended March 31, 2023 is understated to that extent.

iv) The Company has not provided for loss allowances on financial Corporate Guarantee contracts amounting to about Rs. 30,167.08 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 about 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 year ended March 31, 2023 are understated to that extent.

v) 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 consist 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 year ended March 31, 2023 is understated to that extent.

vi) 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 year 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.

vii) 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 year ended March 31, 2023 and Trade Payables are understated to the extent of Rs. 4 Lakhs as on March 31, 2023.

viii) 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.

ix) The amount of Depreciation and Amortization expenses for the year ended March 31, 2023 is assumed to be proportionate to the Depreciation and Amortization expenses as per the Audited financials of the Company for the year ended March 31, 2022, due to reasons as stated in Note No. 31 forming part of the financial statements for the year ended March 31, 2023. The impact of differences, if any, between actual depreciation as per Fixed Asset Register and as per the books of accounts, on the financial statements of the Company as on March 31, 2023 is unascertainable.

x) 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 year 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.

xi) 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.

xii) 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.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.

Material Uncertainty Relating to Going Concern

i) Attention is drawn to Note No.36 forming part of financial statements regarding preparation of accounts on going concern basis notwithstanding the fact that loans have been recalled back by secured lenders, current liabilities are substantially higher than the current assets, issue of notices under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, recovery proceedings initiated with debt recovery tribunal, invocation of Corporate Guarantees which was given by the Company relating to its related group companies, initiation of Corporate Insolvency Resolution Process under Insolvency and Bankruptcy Code, 2016 and substantial losses incurred by the Company for the year ended March 31, 2023 and negative Total Equity of Rs. 9,965.16 Lakhs as on March 31, 2023. The appropriateness of assumption of going concern is mainly dependent on the companys ability to generate growth in cash flows in future, to meet its obligation. However, we are unable to obtain sufficient and appropriate audit evidence regarding managements using principle of going concern in the preparation of financial statements, in view of the initiation of Corporate Insolvency Resolution Process, the outcome of which is unascertainable as on date and uncertainty relating to other matters stated hereinabove.

Further, Attention is drawn to Note No. 35 forming part of financial statements wherein it is stated that RP has served notice of termination of Leave and License agreement to the licensees from July 1, 2020 in the interest of the Company.

Emphasis of Matters

i) Attention is drawn to Note No.29 forming part of the financial statements wherein the Committee of Creditors approved the Liquidation of the Company and pursuant to this approval, the Honble NCLT approved the liquidation vide order dated 16th December, 2021 and Mr. Ashish Vyas, the liquidator, was appointed vide modification order dated 4th January, 2022. Further, an appeal has been 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 and the matter is disposed of. Pursuant to the Order, the Resolution Professional is carrying out the compliances for the year ended 31st March, 2023.

Further, a resolution plan has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration.

ii) Attention is drawn to Note No.31 forming part of the financial statements wherein it is stated that the suspended management has not handed over the possession of the corporate and registered office of the Company, content library (intangible assets), inventories, other fixed assets, Fixed Assets Register and other such information and records / documents related to the Company and the Resolution Professional has filed a non-cooperation petition with Honble NCLT, Mumbai against the suspended management of the Company under section 19 of IBC.

iii) Attention is drawn to Note No. 33 forming part of the financial statements wherein it is stated that the Transaction Audit of the Company for a period of 5 years was conducted by Transaction Auditor and the Transaction Audit Report has reported certain findings of Preferential, Undervalued and Fraudulent Transactions under section 43, 45 and 66 of IBC, undertaken by the erstwhile management of the Company. Such transactions, as reported in the said Transaction Auditors report, were incurred in the previous financial years, when the financial statements / accounts of the Company were audited by predecessor auditors. Accordingly, the RP, with approval of Committee of Creditors, has filed a petition with Honble NCLT, Mumbai, against the suspended management of the Company under section 43, 45 and 66 of IBC. The Honble NCLT has disposed of this petition in view of an undertaking given by the erstwhile management to submit relevant information to the Transaction Auditor and Resolution Professional, granting liberty to the RP to file fresh applications in case so required after considering the Transaction Audit Report.

iv) The impact of pending direct and indirect tax assessments, if any, based on assessments orders / communications received by the Company has not been accounted for the year ended March 31, 2023 but will be accounted in books of accounts only after final order of demand / refund will be received from the relevant tax authorities / court.

Our Opinion is not modified in respect of these matters.

Other Matters

i) The Honble National Company Law Tribunal, Mumbai bench (“NCLT”) in an Order dated December 20, 2019 admitted an Insolvency and Bankruptcy petition filed by one of the secured lenders against Sri Adhikari Brothers Television Network Limited and appointed Mr. Vijendra Kumar Jain to act as Resolution Professional (RP) to carry the functions as mentioned under Insolvency and Bankruptcy Code, 2016.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors / Management is responsible for the other information. The other information comprises the information included in the Boards report and Management Discussion and Analysis, but does not include the Secretarial Audit report, Standalone financial statements and our auditors report thereon. The Boards report and Management Discussion and Analysis is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance or conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Boards report and Management Discussion and Analysis, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and make disclosures and take specific actions as per applicable laws and regulations, if required.

Key Audit Matters

Except for the matter described in the Basis for Adverse Opinion section and Emphasis of Matters paragraph, we have determined that there are no other key audit matters to communicate in our report.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companys Board of Directors / Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors / 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 the Board of Directors / Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors / Management are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Companies Act, 2013, 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 management / resolution professional.

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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieve fair presentation.

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 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 of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, subject to Basis of Adverse Opinion and Emphasis of Matters section in our report, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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”.

g) With respect to 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 has disclosed the impact of pending litigations on its financial position in its financial statements

Refer Note No.27 to the financial statements.

ii. The Company did not have any long term contracts including derivate contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring material amounts to the Investor Education and Protection Fund by the Company.

iv. (1) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested by the Company to or in any other person(s) or entity(ies),including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 : and

(2) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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; and

(3) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

v. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

For P. Parikh and Associates Chartered Accountants

FR No.: 107564W

Sandeep Parikh,

Partner Membership No.: 039713

Mumbai

May 26, 2023

UDIN: 23039713BGWEPI9472

“ANNEXURE A” FORMING PART OF INDEPENDENT AUDITORS REPORT

“Annexure A” forming part of Independent Auditors Report

The Annexure referred to in our Independent Auditors Report of even date to the members of the Company on the standalone Ind AS financial statements for the year ended March 31, 2023, we report that:

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

(a) (A) The Fixed Asset register of the Company, containing details of full particulars, including quantitative details and situation of fixed assets, has not been handed over by the suspended management to the RP, as pointed in Note No. 31 forming part of financial statements for the year ended March 31, 2023, therefore in Financial Year 2022-2023, we are unable to comment whether the Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets;

(B) The Fixed Asset register of the Company, containing details of full particulars of intangible assets, has not been handed over by the suspended management to the RP, as pointed in Note No. 31 forming part of financial statements for the year ended March 31, 2023, therefore in Financial Year 2021-2023, we are unable to comment whether the Company is maintaining proper records showing full particulars of intangible assets.

(b) As stated hereinabove, the Fixed Asset Register of the Company for Financial Year 2022-2023 has not been handed over by the suspended management to the Resolution Professional, therefore we are unable to comment whether the quantity of Fixed Assets as per Fixed Asset register / books of accounts as on March 31, 2023 have been physically verified by the management at reasonable intervals and whether any material discrepancies noticed on physical verification have been properly dealt with in the books of accounts;

(c) According to the information and explanation given to us and on the basis of records furnished to us, the title deeds / ownership of the immovable properties are held in the name of the company. However, the immovable properties held in the name of the Company have been mortgaged to Secured lenders of the Company and to the borrowers for whom corporate guarantees has been given by the Company on behalf of its related group companies.

(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) There are no proceedings initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(ii) (a) The Inventories of the Company have not been handed over by the suspended management to the RP, as pointed in Note No. 31 forming part of financial statements for the year ended March 31, 2023, therefore we are unable to comment whether the physical verification of inventories as on March 31, 2023 has been conducted at reasonable intervals by the management and the coverage and procedure of such verification by the management is appropriate. Further, we are also unable to comment whether any discrepancies of 10% or more in the aggregate for each class of inventory were noticed.

(b) During the current financial year, the Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets.

(iii) During the current financial year, the Company has not made any investments in, 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 parties; hence the Clause 3 (iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 and 186 of the Companies Act, wherever applicable, in respect of loans, investments, guarantees and security.

(v) The Company has not accepted any deposit and hence directive issued by the Reserve Bank of India and provisions of sections 73 to 76 or any other provisions of Companies Act, 2013 and Rules framed thereunder reporting under clause 3(v) of the Order is not applicable.

(vi) The Central Government has not prescribed the maintenance of cost records under sub- section (1) of section 148 of the Act for any of the activities of the Company; hence the Clause (vi) of paragraph 3 of the Order are not applicable to the Company.

(vii) a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is generally regular in depositing undisputed dues including GST, provident fund, income tax and other statutory dues to the appropriate authorities. According to the information and explanations given to us, there is outstanding statutory dues of employees state insurance as on March 31, 2023 for a period of more than six months from the date they became payable, the details of which are as follows:-

Nature of Statutory Liability	Amount (Rs.)
Employees Contribution of ESIC	Rs. 493 /-

b) According to information and explanation given to us, there are no disputed statutory dues including GST, provident fund, income tax and other statutory dues which have not been deposited on account of dispute except as stated below :-

Name of Statute	Nature of dues	Year(s) to which it pertains	Amount Not Paid (in Lakhs)	Forum where dispute is pending
Income Tax Act, 1961	Income Tax demand	2000-01	35.08	Mumbai High Court

viii) According to the information and explanations given to us, the company has not surrendered or disclosed any transaction, previously unrecorded in the books of accounts, in the tax assessments under the Income Tax Act, 1961, as income during the year. Accordingly, the requirement to report on clause 3(viii)of the order is not applicable to the Company

ix) (a) According to the information and explanations given to us and as per the books and records examined by us, in our opinion, the Company has defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender, the period and the amount of default are as follows :-

Nature of borrowing, including debt securities	Name of Lender	Amount not paid on due date	Whether principal or interest	No. of months delay or unpaid	Remarks, if any
Term Loan	Canara Bank	Rs. 85,35,80,953/-	Default of both Interest and Principal liability.	76	Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.
Term Loan	Central Bank of India	Rs. 22,77,72,554/-	Default of both Interest and Principal liability.	112	Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.
Term Loan	Dhanlaxmi Bank	Rs. 11,95,23,097/-	Default of both Interest and Principal liability.	69	Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.
Nature of borrowing, including debt securities	Name of Lender	Amount not paid on due date	Whether principal or interest	No. of months delay or unpaid	Remarks, if any
Term Loan	Indian Overseas Bank	Rs. 11,59,80,252/-	Default of both Interest and Principal liability.	67	Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.
Term Loan	State Bank of India	Rs. 47,17,11,099/-	Default of both Interest and Principal liability.	67	Refer to our qualification in Point No. (ii) and Point No. (iv) of Basis of Adverse Opinion paragraph.

The default of interest / penal interest / late payment / other charges, if any, on loans outstanding as on March 31, 2023 cannot be precisely ascertained, as the account of the Company has turned non-performing and some banks have not charged interest from the date the account has turned non-performing. The disclosure of the same is also mentioned in Point (ii) of Basis of Adverse Opinion paragraph of our audit report. Further, since all the loans have been recalled, the entire outstanding amount as per books of accounts is disclosed as amount of default as on March 31, 2023. Further, the amount payable to banks for Corporate Guarantees given by the Company on behalf of its related group companies are not included in the above table, the disclosure of the same has been mentioned in Point (iv) of Basis of Adverse Opinion paragraph of our audit report.

(b) According to the information and explanations given to us and the records of the Company examined by us, the Company has not been declared wilful defaulter by any bank, financial institution or other lenders.

(c) The Company has not taken any term loans during the year. However, the Company had obtained term loans in the earlier financial years when the accounts were audited by predecessor auditors, after which the Account of the Company became Non-performing Assets (NPA), the details of which is also disclosed in Point No. (ii) of Basis of Adverse Opinion paragraph, therefore we are unable to comment whether term loans were applied for the purpose for which the loans were obtained.

(d) On our overall examination of the financial statements of the Company during our tenure as Statutory Auditors of the Company, the Company has not raised funds on short term basis which has used for long term purposes by the Company.

(e) On our overall examination of the financial statements of the Company, during our tenure, as Statutory Auditors 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, associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x) (a) According to the information and explanations given to us and as per the books and records examined by us, the Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and as per the books and records examined by us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Accordingly, reporting under clause 3 (x) (b) of the Order is not applicable to the Company.

xi) (a) The Transaction auditor in his Transaction Audit report dated December 7, 2020 has reported certain findings of Preferential, Undervalued and Fraudulent Transactions under section 43, 45 and 66 of IBC, which was undertaken by the erstwhile management of the Company. Such transactions, as reported in the said Transaction Auditors report, were incurred in the previous financial years, when the financial statements / accounts of the Company were audited by predecessor auditors, which indicates that a fraud relating to previous financial years by the erstwhile management of the Company has been reported in the said Transaction Auditors Report. As per the said report, since the value of such Preferential, Undervalued and Fraudulent Transactions as determined by the Transaction Auditor, is based on available information with him hence the exact amount involved and nature of fraud cannot be reported. The Honble NCLT has disposed of this petition in view of an undertaking given by the erstwhile management to submit relevant information to the Transaction Auditor and Resolution Professional, granting liberty to the RP to file fresh applications in case so required after considering the Transaction Audit Report.

66

(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) As per the information and explanation provided to us by the management / RP, there are no whistle blower complaints received by the Company during the year.

xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company; hence Clause (xii) of paragraph 3 of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

xiv) (a) In our opinion, the Company does not have an internal audit system commensurate with the size and the nature of its business.

(b) The Company has not appointed the Internal Auditors for the period under audit, therefore we were unable to verify and consider the Internal Auditors report of the Company for the period under audit.

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 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.

(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 incurred cash losses during the financial year covered by our audit and the immediately preceding financial year and the details of the cash losses are as follows :-

Financial Year	Amount of Cash Losses	( in Lakhs.)
2022-2023	Rs. 84.58
2021-2022	Rs. 84.10

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, we believe that material uncertainty exists as on the date of the audit report which indicates 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 and the detailed reasons are also disclosed in “Material Uncertainty relating to Going Concern” paragraph of our Independent Auditors report.

xx) As the Company is in losses in the current and preceding financial year and also has negative net worth as on March 31, 2023, Section 135 of the Companies Act is not applicable to the Company, therefore sub-clause (a) and (b) of clause 3 (xx) of the Order is also not applicable to the Company.

xxi) The Subsidiary financial statements and Auditors report for financial year 2022-2023 were not made available to us till the date of signing of the Auditors report, due to which we are unable to comment on the qualifications or adverse remarks of the CARO report of the subsidiary company.

For P. Parikh and Associates

Chartered Accountants

FR No.: 107564W

Sandeep Parikh, Partner

Membership No.: 039713

Mumbai

May 26, 2023

UDIN: 23039713BGWEPI9472

“ANNEXURE B” FORMING PART OF INDEPENDENT AUDITORS REPORT

Report on the Internal Financial Controls 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 Sri Adhikari Brothers Television Network Limited (“the Company”) as of March 31, 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting 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”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

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 unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, subject to the possible effects and significance of the matters, as discussed in the Basis of Adverse Opinion and Emphasis of Matters section of our report, 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 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.

For P. Parikh and Associates

Chartered Accountants

FR No.: 107564W

Sandeep Parikh, Partner

Membership No.: 039713

Mumbai

May 26, 2023

UDIN: 23039713BGWEPI9472