(a) General
The Company recognizes provisions for liabilities and probable losses that have been incurred when it has a present legal orconstructive obligation as a result of past events and it is probable that the Company will be required to settle the obligation and areliable estimate of the amount of the obligation can be made. If the effect of the time value of money is material, provisions arediscounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, theincrease in the provision due to the passage of time is recognized as a financing cost.
Contingent liability is disclosed in the case of:
• A present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle theobligation:
• A present obligation arising from past events, when no reliable estimate is possible:
• A possible obligation arising from past events, unless the probability of outflow of resources is remote.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
Contingent assets are not recognised but are disclosed in financial statement when an inflow of economic benefit is probable.
Provision for litigation related obligation represents liabilities that are expected to materialize in respect of matters in appeal.
Provisions for onerous contracts are recorded in the statements of operations when it becomes known that the unavoidable costs ofmeeting the obligations under the contract exceed the economic benefits expected to be received.
On certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the company issuch that its disclosure improves the understanding of the performance of the company, such income or expense is classified as anexceptional item and accordingly, disclosed in the notes accompanying to the financial statements.
Basic Earnings per share is calculated by dividing the profit from continuing operations and total profit, both attributable to equityshareholders of the Company by the weighted average number of equity shares outstanding during the period. In case there are anydilutive securities during the period presented, the impact of same is given to arrive at diluted earning per share.
Diluted earnings per share is computed using the net profit for the year attributable to the shareholder' and weighted average number ofequity and potential equity shares outstanding during the year including share options, convertible preference shares and debentures,except where the result would be anti-dilutive. Potential equity shares that are converted during the year are included in the calculationof diluted earnings per share, from the beginning of the year or date of issuance of such potential equity shares, to the date ofconversion.
(L) Segment accounting:
The company's business falls within a primary business segment viz .” Satellite Channel and Cable TV Operator, which is the onlysegment”.
(M) Fair value measurement:
The Company measures financial instruments such as derivatives and certain investments, at fair value at each balance sheet da te.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset ortransfer the liability takes place either:
• In the principal market for the asset or liability.
Or
• In the absence of a principal market, in the most advantageous market for the asset or liabilityThe principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset orliability, assuming that market participants act in their economic best interest.
A fair value measurement of a non- financial asset takes in to account a market participant's ability to generate economic benefits byusing the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and bestuse. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are availab le tomeasure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within th e fair valuehierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole;
• Level 1- Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
• Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirec tlyobservable.
• Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the balance sheet on a recurring basis, the Company determines whether transfers haveoccurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fairvalue measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature,characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
The preparation of the company's financial statements required management to make judgements, estimates and assumptions thataffect the reported amount of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosures ofcontingent liabilities. Uncertainly about these assumptions and estimates could result in outcomes that require a material adjustment inthe future periods in the carrying amount of assets or liabilities affected.
The following are the key assumptions concerning the future, and other other key sources of estimation uncertainly at the end ofreporting period that may have significant risk of causing material adjustments to the carrying amounts of assets and liabilities with in :-
a) Useful life of property, plant and equipment and intangible assets: The company has estimated useful life of the Property, Plantand Equipment as specified in Schedule II to Companies Act 2013, except for certain items of class of Property, Plant & Equipmentwhere different useful life has been adopted. (Refer Note no.1 above) However, the actual useful life for individual equipments couldturn out to be different, there could be technology changes, breakdown, unexpected failure leading to impairment or complete discard.Alternately, the equipment may continue to provide useful service well beyond the useful assumed.
b) Lease: The Company evaluates if an arrangement quality to be a lease as per the requirements of IND AS 116. Identification of alease requires significant judgement. The company uses significant judgement in assessing the lease term (including anticipatedrenewals) and the applicable discount rate.
The Company determines the lease term as the non-cancellable period of lease, together with both periods covered by an option toextend the lease if the company is reasonably certain to exercise that option and periods covered by an option to terminate the lease ifthe company is reasonably certain not to exercise that option. In exercising whether the company is reasonably certain to exercise anoption to extend a lease or to exercise an option to terminate the lease, it considers all relevant facts and circumstances that create aneconomic incentive for the company to exercise the option to extend the lease or to exercise the option to terminate the lease. Thecompany revises lease term, if there is change in non-cancellable period of lease. The discount rate used is generally base onincremental borrowing rate.
c) Fair value measurement of financial instruments: When the fair values of financial assets and financial liabilities cannot bemeasured based on quoted process in active market, the fair value is measured using valuation techniques including book value anddiscounted cash flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is notpossible, a degree of judgement is required in establishing fair values.
d) Impairment of financial and non-financial assets: The impairment provisions for the financial assets are based on assumptionsabout risk of default and expected loss rates. The company uses judgement in making these assumptions and selecting the input forthe impairment calculations, based on Company's past history, existing market conditions, technology, economic developments as wellas forward looking estimates at the end of each reporting period.
e) Taxes: Taxes have been paid / provided, exemptions availed, allowances considered etc. are based on the extent laws and thecompany's interpretation of the same based on the legal advice received wherever required. These could differ in the view taken by theauthorities, clarifications issued subsequently by the government and court, amendments to statues by the government etc.
f) Defined benefit plans: The cost of defined benefit plans and other post-employment benefits plans and the present value of suchobligations are determined using acturial valuations. An acturial valuation involves making various assumptions that may differ fromactual developments in the future.
g) Provisions: The Company makes provisions for leave encashment and gratuity, based on report received from the independentactuary. These valuation reports use complex valuation models using not only the inputs provided by the Company but also variousother economic variables. Considerable judgement is involved in the process.
h) Contingencies: A provision is recognised when an enterprise has a present obligation as a result of past event and it is probablethat an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions aremeasured at the present value of management's best estimate of the expenditure required to settle the present obligations at the end ofthe reporting period. However, the actual liability could be considerably different.
The aforesaid disclosure is based upon percentages computed separately for class of shares outstanding, asat the balance sheet date. As per records of the company, including its register of shareholders/membersand other declarations received from shareholders regarding beneficial interest, the above shareholding rep¬resents both legal and beneficial ownerships of shares.
9.1Terms/rights attached to paid up equity shares
The company has only one class of equity shares having a par value of Rs 10/-. Each holder of equityshares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equityshares will be entitled to receive remaining assets of the company, after distribution of all preferentialamounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
9.2 The Company has not alloted any fully paid up equity shares pursuant to contracts without payment being
received in cash during the period of five years immediately preceeding the balance sheet date.
Exclusive charge by way of hypothecation on fixed assets/project assets.
Equitable mortgage of Land and building at Madhav Kunj, Loha Mandi ward, Agra, bearing no.47-B/5, 5-A, 4-A & 4-B. Owner-M/s Sea TV Network Ltd. valued Rs. 9.34 crores as on 11/01/2013.
Equitable mortgage of house no. 148,Manas Nagar, Loha Mandi ward, Agra. Owner-Neeraj Jain & Pankaj Jain valued Rs.3.15 crores as 11/01/2013.
Equitable mortgage of residental plot at Prem Puri, Mauza Baroli Ahir, Tajganj, Agra, bearing no.50. Owner- Pankaj Jain. val¬ued Rs. 0.17 crores as on 11/01/2013.
Equitable mortgage of residental plot at Prem Puri, Mauza Baroli Ahir, Tajganj, Agra, bearing no.43. Owner- Pankaj Jain. val¬ued Rs. 0.12 crores as on 11/01/2013.
Equitable mortgage of Commercial plot at Prem Puri, Mauza Baroli Ahir, Tajganj, Agra, bearing Kh.no.860. Owner- Sea TVNetwork Limited. valued Rs. 0.65 crores as on 11/01/2013.
Equitable mortgage of residental plot at Gayatri City, Mauza Lakhanpur, Lohamandi Ward, Agra, bearing no.A-12. Owner-Neeraj Jain. valued Rs. 0.46 crores as on 11/01/2013.
Equitable mortgage of residental plot at Gayatri City, Mauza Lakhanpur, Lohamandi Ward, Agra, bearing no.A-1. Owner-Neeraj Jain. valued Rs. 0.46 crores as on 11/01/2013.
Equitable mortgage of commercial plot at Pushp Puneet Villa, Mauza Bhogipura, Shahganj, Agra, bearing Shop no.38. Owner-Sea TV Network Limited. valued Rs. 0.18 crores as on 11/01/2013.
Equitable mortgage of commercial plot at Pushp Puneet Villa, Mauza Bhogipura, Shahganj, Agra, bearing Shop no.32. Owner-Sea TV Network Limited. valued Rs. 0.18 crores as on 11/01/2013.
Pledged of 3605320 Shares of Sea TV Network Limited in the name of Mr.Neeraj Jain-CMD (exclusive for our Bank)
Residential Flat No.218, Pushp Puneet Villa, Maruti Estate Crossing, Shahganj, Bodla Road, Agra Owner-Sea Tv NetworkLimited valued Rs. 0.50 crores
Residential Flat No.403, Pushp Puneet Villa, Maruti Estate Crossing, Shahganj, Bodla Road, Agra Owner-Sea Tv NetworkLimited valued Rs. 0.30 crores
Residential Flat No.408, Pushp Puneet Villa, Maruti Estate Crossing, Shahganj, Bodla Road, Agra Owner-Sea Tv NetworkLimited valued Rs. 0.30 crores
Residential Flat No.401, Pushpanjali Seasons, Phase-I, Block D-2, C Tower, Jaganpur, Dayal Bagh, Agra Owner-Sea Tv Net¬work Limited valued Rs. 0.65 crores
Residential Flat No.403, Pushpanjali Seasons, Phase-I, Block D-2, C Tower, Jaganpur, Dayal Bagh, Agra Owner-Sea Tv Net¬work Limited valued Rs. 0.65 crores
Residential Flat No.404, Pushpanjali Seasons, Phase-I, Block D-2, C Tower, Jaganpur, Dayal Bagh, Agra Owner-Sea Tv Net¬work Limited valued Rs. 0.65 crores
Residential Plot No.226, Pushpanjali Orchids (Pushpanjali Kings Street), Mauza Rajrai, Agra Owner-Sea Tv Network Limited
Residential Plot No.163, Pushpanjali Orchids (Pushpanjali Kings Street), Mauza Rajrai, Agra Owner-Sea Tv Network Limited
Residential Plot No.241, Pushpanjali Orchids (Pushpanjali Kings Street), Mauza Rajrai, Agra Owner-Sea Tv Network Limited
Pledge of 30% shares of its subsidiary companies : 1. Pledge of 4035000 shares of M/s Sea News Network Limited in the
name of M/s Sea TV Network Limited@face value of Rs.10.00 per share. 2. Pledge of 2685000 Shares of M/s Jain TelemediaServices Limited@face value of Rs.10.00 per share.
Residential Flat No.204, Gayatri Retreat, Tower No.B-2, Ist Floor ,Taj Nagri, Phase-II, Agra Owner-Jain Telemedia ServicesLimited valued Rs. 0.36 crores
11.3 The securities offered to Allahabad Bank ( since merged with Indian Bank) in earlier years are still been carried and would bereleased upon final payment of outstanding one time settlement amount which is not yet due as at balance sheet date.
13.1 The loan account of the company comprising of both term loan and working capital loan from Allahabad Bank (mergedwith Indian Bank) was declared as non performing asset in financial year prior to F.Y. 2023-24. As the company defaultedin repayment of principle and interest thereon as per terms and conditionsof loan agreements. The company had in earlieryears submitted proposal to the lender bank for one time settlement. The settlement proposal submitted by the companyon 03.05.2023 was approved by said bank on 14.09.2023, in accordance to which the final consolidated liability of bankwas settled at Rs 2600 lacs. The principal and interest outstanding towards said bank as at settlement date amounting toRs 6026.01 lacs. Accordingly a sum of Rs 2600 lacs has been recorded as liability as at date of settlement and amount ofRs 647.05 lacs (net of Rs 1952.95 lacs paid from the date of settlement till 31.03.2024) has been classified as current ma¬turities and grouped in short term borrowings.
28.1 The loan account of the company comprising of both term loan and working capital loan from Allahabad Bank (merged with
Indian Bank) was declared as non performing asset in financial year prior to F.Y. 2023-24. As the company defaulted inrepayment of principal and interest thereon as per terms and conditionsof loan agreements. The company had in earlier yearssubmitted proposal to the lender bank for one time settlement. The settlement proposal submitted by the company on
03.05.2023 was approved by said bank on 14.09.2023, in accordance to which the final consolidated liability of bank was set¬tled at Rs 2600 lacs. The principal and interest outstanding towards said bank as at settlement date amounting to Rs 6026.01lacs, accordingly upon reinstating bank liability to Rs 2600 lacs as per settlement reached, balance amount of Rs 3426.01 lacshas been considered as derecognition of financial liability in accordance with Ind AS 109 and since the nature of transactionis of exceptional nature, the entire amount of Rs 3426.01 lacs has been grouped as exceptional item in statement of profit andloss.
Further to it till 31.03.2024 the company have repaid a sum of Rs 647.05 lacs to the bank towards the settled liability and thebalance amount of Rs 1952.95 lacs has been shown as short term borrowing in note no. 13 to Standalone Balance Sheet.
29. Going Concern
As at 31.03.2024 the current liabilities of the company exceeds its current assets by Rs 2920.53 lacs and net worth of thecompany is negative by Rs 3715.36 lacs. During the year under review the company had been able to get its known liabilitiessettled which is also been mostly paid. The management of the company is of the opinion that now with practically very re¬duced liability of the banks, the business would expand and there seems no uncertainty which may caste significant doubt onthe ability of the company to continue as a going concern. Accordingly the financial statements of the company for the F.Y.
31.03.2024 have been prepared on the going concern basis.
(1) An appeal is pending by M/s. Pioneer Publicity Corporation Pvt. Ltd since 25.2.2014 against the company and itsGroup Company M/s. Sea Print Media & Publication Ltd. and Sea News Network Ltd. before Tees hazari court ofDelhi and proceedings are going on. The case is for bills pending for Rs.4.80 Lacs and interest Rs. 0.58 Lacs. M/s.Pioneer Publicity has raised bills against our associated companies and not in the name of Sea TV Network Limited,there is no liability of the company, in view of this fact no provision has been made in this regard.
(2) Two Petitions have been filed on 15.05.2014 by Den Networks Limited against the company claiming placement feedue for Rs.33.71 Lacs and Rs.112.17 Lacs respectively before TDSAT. The company has filed a counter claim due todefault by Den Networks Limited in adhering to the terms of the MOU; there is no liability of the company as it hastransferred all liabilities by a MOU to Sea News Network Limited, thus requiring no provision in this regard. At presentboth petitions are pending before an appellate authority TDSAT for passing of their order.
**Based on solicitor's legal opinion taken by the company and considering the stay order on Entertainment tax in theAllahabad High Court Lucknow bench, the company does not expect any liability against these matters and hence noprovision has been considered in the books of accounts. Company has filed an appeal before Allahabad High Court,Lucknow Bench in the month of April, 2017 for recalling the order of dismissal by the court.
31. Balances of trade receivable, trade payable, loan/advances given and other financial and non financial assets andliabilities are subject to reconciliation and confirmation from respective parties. The balance of said trade payable,loan/advances given and other financial and non financial assets and liabilities are taken as shown by the books ofaccounts. the ultimate outcome of such reconciliation and confirmation cannot presently be determined, therefore, noprovision for any liability that may result out of such reconciliation and confirmation has been made in the financialstatement, the financial impact of which is unascertainable due to the reasons as above stated.
32. Deferred Tax Assets have not been recognized since there is no virtual certainity that sufficient taxable profitswill be available in future against which such deferred tax assets can be utilized.
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company isexposed to various risks as follow -
A) Salary Increases- Actual salary increases will increase the Plan's liability. Increase in salary increase rate assump¬tion in future valuations will also increase the liability.
B) Investment Risk - If Plan is funded then assets liabilities mismatch & actual investment return on assets lower thanthe discount rate assumed at the last valuation date can impact the liability.
C) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan's liability.
D) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation canimpact the liabilities.
E) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawalrates at subsequent valuations can impact Plan's liability.
Leave encashment ( Unfunded)
The valuation of Leave Encashment has been done on the basis of acturial valuation on projected unit ( PUC) methodand is provided in the financial statement and does not require disclosure as mentioned in Para 158 of IND AS 19
Provident Fund - The company contributes Provident Fund ( Employer as well as Employee Share) to Provident FundCommissioner Aga ( U.P) and Employers Contribution to such fund is charged to Statement of Profit and Loss. TheProvident fund contribution charged to Statement of Profit and Loss for the the year ended 31.03.2024 amounted toRs 38.53 Lacs (P.Y. Rs 28.22 Lacs)
The company activities exposes it to variety at financial risk i.e. Credit Risk , Liquidity Risk , Capital Risk , Interest Rate Risk.These risks are managed by senior management of the company and is supervised by Board of Directors of the company , tominimise potential adverse effects on the financial performance of the company.
i. Credit Risk : Credit risk is the risk i.e a customer or the counter party fails to pay to the company causing financialloss. The credit risk primarily arises from outstanding receivables from customer / franchises. The company has fran¬chise arrangements whereby the business of the company is expanded through network of franchise dealers. Thecompany has determined provision for Expected credit loss (ECL) based on expected credit loss model and the pro¬vision amount is adequate.The company is of the opinion that they will recover the debtors outstanding as at31.03.2024
ii. Liquidity & Interest Risk : The company got one time settlement sanctioned from Allahabad Bank for Rs 2600.00 lacsduring the year and the company borrowed unsecured loans from director /shareholders and inter corporate loan andrepaid Rs 1952.95 lacs to bank towards settlement liability. The unsecured loan taken are non interest being as theunsecured loan taken from inter corporate deposits/directors/shareholders and are non interest bearing, the companydo not forsee any liquidity and interest risk in future.
iii. Capital Risk : The company capital risk management objective is to ensure that all times its remains a going concernand safegurds the interest of the shareholders and other stakeholders. The company has negative net owned fundsof Rs 3715.36 Lacs (P.Y. Rs 6750.01 Lacs) with Rs 2379.87 Lacs (P.Y. Rs 6476.39 Lacs) as financial debt. Nowsince the company has been able to settle its liabilities towards bank and has also repaid sizeable chunk before theend of the financial year, the company is quite hopeful that it would turn around in existing financial year and wouldsafeguard the interest of all shareholders and stakeholders, accordingly the company do not foresee any type of capi¬tal risk in the future.
39.OTHER STATUTORY INFORMATION
i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company forholding any Benami property.
ii) The Company do not have any transactions with companies struck off.
iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyondthe statutory period,
iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities(Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide anyguarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) withthe understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries)or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
vii) The Company have not any such transaction which is not recorded in the books of account that has been surrendered or dis¬closed as income during the year in the tax assessments under the
viii) The Company has not been declared a wilful defaulter by any bank or financial institution or government authorities duringthe year
ix) During the year there is no scheme or arrangement approved by the competent authority in terms of section 230 to 237 ofCompanies Act, 2013.
x) The Company has no borrowings above 5 crore from banks or financial institutions on the basis of security of current assets.
40. Audit Trail:
The company has used an accounting software for maintaining its books of accounts for the financial year ended 31.03.2024,which has a feature of recording audit trail (Edit log) facility and the same has been operating for all relevant transactionsrecorded in the software except that no report was generated for audit trail at database level. Although the accounting soft¬ware has inherent limitations, there were no instances of the audit trail feature being tempered.
41. Previous years figures have been regrouped, rearranged or reclassified, wherever necessary to confirm the current year'sclassification.
As per our report of even date attached
For Doogar & Associates For and on behalf of the Board of Directors
Chartered AccountantsFirm Reg. No.000561N
CA. Udit Bansal Neeraj Jain Sonal Jain
Partner Director Director
Membership No. 401642 DIN -00576497 DIN-00509807
Karishma Jain Anurag Jain
Place : Agra Company Secretary CFO
Date :15th May, 2024 M.No. 46124 M.No. 415577