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Zee Media Corporation Ltd.

BSE: 532794 Sector: Media
NSE: ZEEMEDIA ISIN Code: INE966H01019
BSE 15:44 | 27 Mar 2018 Zee Media Corporation Ltd
NSE 05:30 | 01 Jan 1970 Zee Media Corporation Ltd
OPEN 38.90
PREVIOUS CLOSE 38.70
VOLUME 77916
52-Week high 50.15
52-Week low 33.65
P/E 42.89
Mkt Cap.(Rs cr) 1,817
Buy Price 38.65
Buy Qty 4494.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.90
CLOSE 38.70
VOLUME 77916
52-Week high 50.15
52-Week low 33.65
P/E 42.89
Mkt Cap.(Rs cr) 1,817
Buy Price 38.65
Buy Qty 4494.00
Sell Price 0.00
Sell Qty 0.00

Zee Media Corporation Ltd. (ZEEMEDIA) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

ZEE MEDIA CORPORATION LIMITED

1. Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Zee MediaCorporation Limited ("the Company") which comprise the Balance Sheet as at31 March 2016 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

2. Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company’s Directors as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2016 and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor’s Report) Order 2016 issued by theCentral Government of India in terms of Section 143(11) of the Act (hereinafter referredto as the "Order") and on the basis of such checks of the books and records ofthe Company as we considered appropriate and according to the information and explanationsgiven to us we give in the "Annexure A" a Statement on the matters specifiedin paragraphs 3 and 4 of the Order.

ii) As required by Section143 (3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

e) On the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2016 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 financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B"; and

g). With respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its financial statements –Refer Note 26 to the standalone financialstatements;

ii) The Company did not have any long-term contracts including derivative contractshaving any material foreseeable losses; and

iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For MGB & Co. LLP

Chartered Accountants

Firm Registration Number 101169W/W-100035

Hitendra Bhandari

Partner

Membership Number 107832

Place: Mumbai

Date: 24 May 2016

Annexure - A to the Independent Auditor’s Report

Annexure referred to in Paragraph 5(i) under the heading of "Report on Other Legaland Regulatory Requirements" of our report of even date to the members of ZeeMedia Corporation Limited on the standalone financial statements for the year ended 31March 2016 we report that: i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) All the fixed assets except Integrated Receiver Decoders (IRD) lying with thethird parties have been physically verified by the management during the year. In ouropinion the periodicity of verification is reasonable having regard to the size of theCompany and the nature of its assets. Discrepancies noticed on such verification whichare not material have been properly dealt with in the books of accounts.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

ii) The inventory has been physically verified by the Management at reasonableintervals during the year. No discrepancies have been noticed on physical verification ofinventory as compared to book records.

iii) According to the information and explanations given to us the Company has notgranted any loan secured or unsecured to companies firms and limited liabilitypartnership or other parties covered in the register maintained under Section 189 of theAct.

iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans/guarantees given and investments made.

v) The Company has not accepted any deposits from the public within the meaning ofSections 73 to 76 of the Act and the rules framed there under.

vi) In our opinion and according to information and explanation given to us theCentral Government has not prescribed the maintenance of cost records under Section 148(1)of the Act for any of the services rendered by the Company.

vii) According to the records of the Company examined by us and information andexplanations given to us:

(a) Undisputed statutory dues including provident fund employees’ stateinsurance income tax sales tax service tax duty of customs duty of excise valueadded tax cess and others as applicable have generally been regularly deposited with theappropriate authorities except delay in few cases. There are no undisputed amounts payablein respect of aforesaid dues outstanding as at 31 March 2016 for a period of more than sixmonths from the date they became payable except income tax demand of Rs/million 0.23 forF.Y.2009-10 for which rectification application is filed.

(b) There are no dues of sales tax duty of customs duty of excise or value added taxwhich have not been deposited on account of any dispute. The disputed dues of income taxand service tax which have not been deposited are as under:

Name of the Statute Nature of the Dues Amount ( Rs / million) Period to which the amount relate Forum where dispute is pending
The Income Tax Act 1961 Income Tax 6.68 F.Y. 2006- 2007 Commissioner of Income Tax (Appeals)
0.86 F.Y. 2011- 2012 Commissioner of Income Tax (Appeals)
The Central Excise Act 1944 Service Tax and penalty 142.63 # FY 2007- 2008 to 2011- 2012 Central Excise and Service Tax Appellant Tribunal

# Interest and penalty to the extent quantified.

viii) According to the records of the Company examined by us and the information andexplanations given to us the Company has not defaulted in repayment of loans orborrowings to banks or financial institutions. The Company does not have any loans fromGovernment and has not issued any debentures during the year.

ix) In our opinion and according to the information and explanations given to us theCompany has raised money by way of Rights Issue and out of total proceeds of Rs/ million1955.59 Rs/ million 1480.61 has been applied for the purposes for which money was raisedand balance Rs/ million 474.98 are temporarily deployed in fixed deposits and currentaccounts with banks. The Company has not raised money by way of debt instruments. Themoneys raised by way of term loans have been applied for the purposes for which they wereraised.

x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have been informed of any such case by theManagement.

xi) According to the records of the Company examined by us and information andexplanations given to us the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act. xii) In our opinion and according to the information andexplanations given to us the Company is not a Nidhi company and the Nidhi Rules 2014 arenot applicable to it.

xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Section 177 and 188 of the Act and details of such transactions have beendisclosed in the financial statements as required by the applicable accounting standards.

xiv) According to the records of the Company examined by us and information andexplanations given to us the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.

xv) According to the records of the Company examined by us and information andexplanations given to us the Company has not entered into non-cash transactions withdirectors or persons connected with him. xvi) The Company is not required to be registeredunder Section 45-IA of the Reserve Bank of India Act 1934.

For MGB & Co. LLP

Chartered Accountants

Firm Registration Number 101169W/W-100035

Hitendra Bhandari

Partner

Membership Number 107832

Place: Mumbai Date: 24 May 2016

Annexure - B to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ZeeMedia Corporation Limited ("the Company") as of 31 March 2016 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company’spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany’s assets that could have a material effect on the financial statements.Inherent Limitations of Internal Financial Controls Over Financial Reporting Because ofthe inherent limitations of internal financial controls over financial reportingincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by theICAI.

For MGB & Co. LLP

Chartered Accountants

Firm Registration Number 101169W/W-100035

Hitendra Bhandari

Partner

Membership Number 107832

Place: Mumbai Date: 24 May 2016