1. We have audited the attached Balance Sheet of TV Today Network
Limited, as at March 31, 2006 and the related Profit and Loss Account
and Cash Flow Statement for the year ended on that date annexed
thereto, which we have signed under reference to this report. These
financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with the 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 (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 Companies Act, 1956' of India (the `Act') 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 further report that:
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. However
in the current year, the management has physically verified all the
fixed assets and no discrepancies between the book records and the
physical inventory have been noticed.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the company during the year.
ii. (a) The inventory has been physically verified by the management
during the year. There is no inventory which is lying with the third
parties. In our opinion, the frequency of verification is reasonable.
(b) In our opinion, 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) On the basis of our examination of the inventory records, in our
opinion, the company is maintaining proper records of inventory. No
discrepancies have been noticed on physical verification of inventory
as compared to book records
iii (a) The company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) 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 Act.
iv. In our opinion and according to the information and explanations
given to us, having regard to the explanation that certain items
purchased are of special nature for which suitable alternative sources
do not exist for obtaining comparative quotations 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, fixed assets
and for the sale of goods and services. 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) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in Section 301 of the Act have been entered in the register required to
be maintained under that section.
(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.
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 nature of its business.
viii. The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act for any of the products of the company.
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 generally 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, cess and other material statutory dues
as applicable with the appropriate authorities, though there has been a
slight delay in a few cases, which have not been serious.
(b) According to the information and explanations given to us and the
records of the company examined by us, the particulars of dues of
sales-tax, income-tax, customs duty, wealth tax, excise duty and cess
as at 31 March 2006 which have not been deposited on account of a
dispute, are as follows -
Name of Nature Amount Period to which Forum where
the of dues (Rs.) the amount the dispute is
statute relates pending
Income-tax Income tax 585,766 Assessment CIT Appeals
Act, 1961 Year 03-04
Income-tax Income tax 15,271,286 Assessment CIT Appeals
Act, 1961 Year 03-04
x. The company has no accumulated losses as at 31 March, 2006 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.
xiii. The provisions of any special statute applicable to chit
fund/nidhi/mutual benefit fund/societies are not applicable to the
company.
xiv. In our opinion, the company is not a dealer or trader in shares,
securities, debentures and other investments.
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.
xvi. The company has not obtained any term loans.
xvii. On the basis of an overall examination of the balance sheet of
the company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which 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.
xix. The company has not issued any debentures and there are no
debentures outstanding as at year end. Hence, clause (xix) of
paragraph 4 of the Companies (Auditor's Report) Order, 2003, as amended
by the Companies (Auditor's Report) (Amendment) Order, 2004, is not
applicable.
xx. The Company has not raised any money by public issues during the
year. The management has disclosed the end use of such monies upto
March 2006 out of public issue raised in the earlier year (Refer Note 8
of Schedule R (B)) and the same has been verified by us.
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
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
4. Further to our comments in paragraph 3 above, 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
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, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) 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 Act;
(e) On the basis of written representations received from the
directors, as on March 31, 2006 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2006
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give in the prescribed
manner the information required by the Act and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
company as at March 31, 2006;
(ii) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
USHA RAJEEV
Partner
Membership No. F-87191
For & on behalf of
PRICE WATERHOUSE
Chartered Accountants
Place : New Delhi
Dated : May 29, 2006
