Report on the Financial Statement
We have audited the accompanying financial statements of ESHA MEDIA
RESEARCH LIMITED (the company), which comprise the Balance Sheet as
at March 31,2015, and the Statement of Profit and Loss for the year
ended, and a summary of significant accounting policies and other
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position and
financial performance of the Company in accordance with the Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 (the Act). 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.
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 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 of
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s 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 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. 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
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
2. As required by the 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 purposes of our
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
c) The balance sheet and profit and loss account dealt with by this
report are in agreement with the books of account;
d) In our opinion, the balance sheet and profit and loss account dealt
with by this report comply with the accounting standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors,
as on March 31, 2015 we report that none of the directors are
disqualified as on March 31,2015 from being appointed as a director in
terms of clause (g) of sub-section (1) of section 274 of the Companies
As required by the Companies (Auditors Report) Order 2003 issued by the
Central Government in terms of Section 227 (4A) of the Companies Act
1956, we report on the matters specified in paragraph 4 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
(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 3 01 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
fixed assets and for the sale of goods and services. There is no
continuing failure to correct major weaknesses in internal control
(v) In our opinion and according to information and explanations given
to us, there is no such transaction made in pursuance to a contract or
arrangement maintained u/s section 301 of The CompaniesAct, 1956.
(vi) The company has not accepted any deposits from the public and the
provisions of sections 5 8 A and 58AAof the Act and the rules framed
there under do not apply.
(vii) In our opinion, the company has an adequate internal audit system
which commensurate with its size and nature of its business.
(viii) The Central Government has not prescribed maintenance of cost
records under section 209 (1) (d) of the Companies Act, 1956 for the
products manufactured and/or services rendered by the company.
(ix) (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 Amount Period to which Forum where
Name of the
Statute the Dues (in Rs.) the Amt Relates dispute is
INCOME TAX Demand U/s 81,83,983/- A.Y. 2011-12 CIT (Appeals)-
ACT, 1961 143(3) Hyderabad
SALES TAX VAT 46,56,878/- A.Y. 1993-94, AP.High Court &
1995-96,1996-97, Sales Tax
(x) There are accumulated losses as at the end of the financial year
and the company has not incurred any cash losses for the year and in
the immediately preceding financial year.
(xi) The company has not taken any loans from financial institutions or
bank and hence this clause does not apply.
(xii) The company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
(xiii) The Company is not a chit fund / a nidhi / mutual benefit fund /
society. Therefore the provisions of clause 4(xiii) of the Companies
(Auditor Report) Order, 2003 are not applicable to this company.
(xiv) The company is not dealing or trading in shares, securities,
debentures and other investments hence the provision regarding proper
records is not applicable to the company.
(xv) As informed to us, the company has not given any guarantee for
loans taken by others from banks or financial institutions.
(xvi) As informed to us, the Company has not taken any term loans
during the financial year and hence this clause does not apply.
(xvii) According to the information and explanation given to us and on
an overall examination of the balance sheet of the company, we report
that no funds were raised on short-term basis and hence this clause
does not apply.
(xviii) According to the information and explanation given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under section 301 of
(xix) According to the information and explanation given to us, during
the period of our audit report the company has not issued any
(xx) The company has not raised any money by public issues during the
current financial year hence no such disclosure is required.
(xxi) 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.
Date : 15/05/2015 Membership No.: 137579
Place : Mumbai