INDEPENDENT AUDITORS
TO THE MEMBERS OF T.V. TODAY NETWORK LIMITED
Report on the Financial Statements
1. We have audited the accompanying Financial statements of T.V. Today Network Limited
(the "Company"), which comprise the Balance Sheet as at March 31, 2014, and the
Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a
summary of significant accounting policies and other explanatory information, which we
have signed under reference to this report.
Management’s Responsibility for the Financial Statements
2. The Company’s Management is responsible for the preparation of these Financial
statements that give a true and fair view of the Financial position, Financial performance
and cash flows of the Company in accordance with the Accounting Standards notified under
the Companies Act, 1956 (the "Act") read with the General Circular 15/2013 dated
September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013. This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and presentation of the
Financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on these Financial statements based on
our audit. We conducted our audit in accordance with the Standards on Auditing and other
applicable authoritative pronouncements issued by the Institute of Chartered Accountants
of India. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the Financial statements
are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence, about the amounts
and disclosures in the Financial statements. The procedures selected depend on the
auditors’ judgement, 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 auditors consider internal control relevant to the Company’s
preparation and fair presentation of the Financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by Management, as well as evaluating the
overall presentation of the Financial statements.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
6. In our opinion, and to the best of our information and according to the explanations
given to us, the accompanying Financial statements give the information required by the
Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at
March 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the Profit for the year ended
on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on
that date.
Emphasis of Matter
7. We draw attention to Note 41 of the Financial statements regarding the carrying
value of investment in Mail Today Newspapers Private Limited (Mail Today) amounting to Rs.
455,212,482, which is considered appropriate by the Management of the Company and
accordingly, no provision thereof is considered necessary. The carrying value of the
investment is dependent on the future performance of Mail Today, the outcome of which
cannot be presently determined. Our conclusion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
8. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as
amended by ‘the Companies (Auditor’s Report) (Amendment) Order, 2004’,
issued by the Central Government of India in terms of sub-section (4A) of section 227 of
the Act (hereinafter referred to as the "Order"), and on the basis of such
checks of the books and records of the Company as we considered appropriate and according
to the information and explanations given to us, we give in the Annexure a statement on
the matters speci3 ed in paragraphs 4 and 5 of the Order.
9. As required by section 227(3) of the Act, we report that: (a) We have obtained all
the information and explanations which, to the best of our knowledge and belief, were
necessary for the purpose of our audit; (b) In our opinion, proper books of account as
required by law have been kept by the Company so far as appears from our examination of
those books; (c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement
dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report comply with the Accounting Standards notified under
the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of
the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;
(e) On the basis of written representations received from the directors as on March 31,
2014, and taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2014, from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Act.
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For Price Waterhouse |
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Firm Registration Number: 301112E |
|
Chartered Accountants |
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Sd/- |
|
Sougata Mukherjee |
| Place: Gurgaon |
Partner |
| Date: May 14, 2014 |
Membership Number 57084 |
Annexure to Independent Auditors’ Report
Referred to in paragraph 8 of the Independent Auditors’ Report of even date to the
members of T.V. Today Network Limited on the financial statements as of and for the year
ended March 31, 2014 i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased
programme designed to cover all the items over a period of three years which, in our
opinion, is reasonable having regard to the size of the Company and the nature of its
assets. Pursuant to the programme, a portion of the fixed assets has been physically
verified by the Management during the year and no material discrepancies have been noticed
on such veri3 cation. (c) In our opinion, and according to the information and
explanations given to us, a substantial part of fixed assets has not been disposed off by
the Company during the year.
ii. The Company is in the business of rendering services, and consequently, does not
hold any inventory. Therefore, the provisions of Clause 4(ii) of the said Order are not
applicable to the Company.
iii. The Company has not granted/taken any loans, secured or unsecured, to / from
companies, firms or other parties covered in the register maintained under Section 301 of
the Act. Therefore, the provisions of Clause 4(iii)(b),(c),(d),(f) and (g) of the said
Order are not applicable to the Company.
iv. In our opinion, and according to the information and explanations given to us,
there is an adequate internal control system commensurate with the size of the Company and
the nature of its business for the purchase of fixed assets and for the sale of services.
The Company’s operations do not involve purchase of inventory and sale of goods.
Further, on the basis of our examination of the books and records of the Company, and
according to the information and explanations given to us, we have neither come across,
nor have been informed of, any continuing failure to correct major weaknesses in the
aforesaid internal control system.
v. (a) According to the information and explanations given to us, we are of the opinion
that the particulars of all contracts or arrangements that need to be entered into the
register maintained under section 301 of the Companies Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations given to us, the
transactions made in pursuance of such contracts or arrangements and exceeding the value
of Rupees Five Lakhs in respect of any party during the year have been made at prices
which are reasonable having regard to the prevailing market prices at the relevant time
except to the extent of Rs. 4,850,461 in respect of IPTV income, management fee and mobile
application development charges payable to the holding company and also Rs. 280,670 in
respect of SMS Income receivable from the holding company, where we are unable to comment
as there are no comparable market prices available, being services of specialized nature.
vi. The Company has not accepted any deposits from the public within the meaning of
Sections 58A and 58AA of the Act and the rules framed there under. vii. In our opinion,
the Company has an internal audit system commensurate with its size and the nature of its
business.
viii. We have broadly reviewed the books of account maintained by the Company in
respect of products where, pursuant to the rules made by the Central Government of India,
the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of
Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts
and records have been made and maintained. We have not, however, made a detailed
examination of the records with a view to determine whether they are accurate or complete.
ix. (a) According to the information and explanations given to us and the records of
the Company examined by us, in our opinion, the Company is regular in depositing the
undisputed statutory dues, including provident fund, investor education and protection
fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, excise duty and other material statutory dues, as applicable, with the
appropriate authorities. (b) According to the information and explanations given to us and
the records of the Company examined by us, there are no dues of income-tax, sales-tax,
wealth-tax, service-tax, customs duty, and excise duty which have not been deposited on
account of any dispute.
x. The Company has no accumulated losses as at the end of the Financial year and it has
not incurred any cash losses in the Financial year ended on that date or in the
immediately preceding Financial year.
xi. According to the records of the Company examined by us and the information and
explanation given to us, the Company has not defaulted in repayment of dues to any
Financial institution or bank or debenture holders as at the balance sheet date.
xii. The Company has not granted any loans and advances on the basis of security by way
of pledge of shares, debentures and other securities. Therefore, the provisions of Clause
4(xii) of the Order are not applicable to the Company.
xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual
benefit fund/ societies are not applicable to the Company, the provisions of Clause
4(xiii) of the Order are not applicable to the Company.
xiv. In our opinion, the Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the
Order are not applicable to the Company.
xv. In our opinion, and according to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from banks or Financial
institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are
not applicable to the Company.
xvi. In our opinion, and according to the information and explanations given to us, the
term loans have been applied, on an overall basis, for the purposes for which they were
obtained.
xvii. According to the information and explanations given to us and on an overall
examination of the balance sheet of the Company, we report that the no funds raised on
short-term basis have been used for long-term investment.
xviii. The Company has not made any preferential allotment of shares to parties and
companies covered in the register maintained under Section 301 of the Act during the year.
Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the
Company.
xix. The Company has not issued any debentures during the year and does not have any
debentures outstanding as at the beginning of the year and at the year end. Accordingly,
the provisions of Clause 4(xix) of the Order are not applicable to the Company.
xx. The Company has not raised any money by public issues during the year. Accordingly,
the provisions of Clause 4(xx) of the Order are not applicable to the Company.
xxi. During the course of our examination of the books and records of the Company,
carried out in accordance with the generally accepted auditing practices in India, and
according to the information and explanations given to us, we have neither come across any
instance of material fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the Management.
|
For Price Waterhouse |
|
Firm Registration Number: 301112E |
|
Chartered Accountants |
|
Sd/- |
|
Sougata Mukherjee |
| Place: Gurgaon |
Partner |
| Date: May 14, 2014 |
Membership Number 57084 |
+91-9892691696
