1. We have audited the attached Balance Sheet of HT Media Limited
(the Company) as at March 31, 2009 and also the Profit and Loss
Account and the Cash Flow Statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial Statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (as
amended) 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 Order.
4. Further to our comments in the Annexure referred to above, we
report that:
i. we have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. 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;
iii. the Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
iv in our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub- section (3C) of section 211 of the
Companies Act, 1956;
v. on the basis of the written representations received from the
directors, as on March 31, 2009, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31,2009 from being appointed as a director in terms of clause (g)
of sub-section (1) of section 274 of the Companies Act, 1956;
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, 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 March31,2009;
b) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
Annexure referred to in paragraph [3] of our report of
even date
Re: HT Media Limited (the Company)
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular program of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. As informed, no
material discrepancies were noticed on such verification.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has granted loans to its two subsidiaries covered
in the register maintained under section 301 of the Companies Act,
1956. The maximum amount involved during the year was Rs.300,000,000
and the year- end balance of loans granted to such parties was Rs.Nil.
(b) In our opinion and according to the
information and explanations given to us, the rate of interest and
other terms and conditions for such loans are not prima facie
prejudicial to the interest of the Company
(c) The loans granted are re-payable on demand. As informed, the
Company has not demanded repayment of any such loan during the year,
thus, there has been no default on the part of the parties to whom the
money has been lent. The payment of interest on such loans was overdue
as at year end.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under section 301 of
the Companies Act, 1956.
(e) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
Accordingly, clauses 4 (iii) (f) and (g) of the Companies (Auditors
Report) Order, 2003 (as amended) (herein after referred to as the
Order), are not applicable.
(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 inventory and fixed assets and for the
sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal control system in respect of these areas.
(v) (a) According to the information and
explanations provided by the management, we are of the opinion that the
particulars of contracts or arrangements referred to in section 301 of
the Act that need to be entered into the register maintained under
section 301 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 exceeding value of Rupees five lakhs have been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the relevant time. Vi) The
Company has not accepted any deposits from the public. yii) In our
opinion, the Company has an internal audit system commensurate with the
size and nature of its business. viii) To the best of our knowledge
and as explained, the Central Government has not prescribed maintenance
of cost records under clause (d) of sub-section (1) of section 209 of
the Companies Act, 1956 for the products of the Company Ix) (a)
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 cess have generally
been regularly deposited with the appropriate authorities though there
has been slight delay in a few cases where amount involved is not
significant.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees state insurance, income- tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other undisputed statutory dues were outstanding, at the year end, for
a period of more than six months from the date they became payable.
(c) According to the information and explanation given to us, there are
no dues of income tax, sales-tax, wealth tax, service tax, customs
duty, excise duty and cess which have not been deposited on account of
any dispute.
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution or bank. The Company has not issued any debentures.
xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Order are not applicable to the Company
dv) In respect of dealing/trading in shares, securities, debentures and
other investments, in our opinion and according to the information and
explanations given to us, proper records have been maintained of the
transactions and contracts and timely entries have been made therein.
The shares, securities, debentures and other investments have been held
by the Company, in its own name.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
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 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 or companies covered in the register maintained under
section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S.R. Batliboi & Co.
Chartered Accountants
Per Manoj Gupta
Partner
Membership No.: 83906
Place: New Delhi
Date : 18.05.2009
