BOARD’S REPORT CIN: U22130GA2006PTC004727 To the Members, Prudent Media (Goa) Private Limited, ‘The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statement of Accounts and Cash Flow Statement for the year ended 31st March, 2018, | FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS: 2017-18 21617 PARTICULARS Profit/ (Loss) for the year before provision for | (91,21,064) (33,38,912) Depreciation And Taxation Less: Depreciation 12,78,833, 14,00,255 Less: Provision for Taxation 7 # Net Profit/(Loss) after Taxation 2.03,99,897).| (47,39,167) Net Profit/ (Loss) after adjustment (1,03,99,897) (479,167) During the year, your company has realized revenue from operation to the extent of Rs 1,62,85,563 as against Rs 2,17,90,867 earned in the previous year. During the year your company has suffered a loss of Rs. 1,03,99,897 as against Rs. 47, 39,167 suffered in the Previous year, Your Directors are expecting for better performance in the forthcoming years EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: There were no material changes and commitments affecting financial position of the company between 31+ March 2018 and the date of Board's Report, i3. CHANGE IN THE NATURE OF BUSINESS , IF ANY: SHANGE IN THE NATURE OF BUSINESS , IF ANY: There was no change in the nature of business of the company in any manner during the financial year. 4, DIVIDEND: Your directors do not recommend any dividend for the year under report. BOARD MEETINGS: The Board of Directors duly met 7 (Seven) times respectively on 11/04/2017, 13/06/2017, 06/09/2017, 14/02/2018, 28/02/2018, 01/03/2018 and 12/03/2018, in respect of which proper notices were given and the proceedings of the meetings were properly recorded and signed. 6. DIRECTORS AND KEY MANANGERIAL PERSONNEL: DIRECTORS AND KEY MANANGERIAL PERSONNEL: Ms. Sonia Kuncalienker and Mr. Dileep Verlekar resigned as Directors of the Company wef, 01/03/2018, The Directors place on record their appreciation of the valuable advice and guidance given by Ms. Sonia Kuncalienker and Mr. Dileep Verlekar during their tenure as Directors of the Company. During the year under review, Mr. Jomon Louis was appointed as Additional Director of the Company wef. 14/02/2018 and Mr. Pramod Acharya and Mr. Sanjay Dhavalikar were appointed as Additional Directors of the Company w.ed. 28/02/2018. In pursuance of section 134 (6) of the Companies Act, 2013, the Directors hereby confirm that: @) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;10. 1. (b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 80 as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the loss of the company for that period; (©) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (@) the directors have prepared the annual accounts on a going concern basis; and (@) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively, INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES |V: ‘There is/are no Subsidiaries/ Associates/JV and hence this clause is not applicable. DEPOSITS: The Company has neither accepted nor renewed any deposits during the year under review. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT! ‘There are no significant material orders passed by the courts/regulators or tribunals impacting the going concern status and company’s operations in future. ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return is furnished as part of this Annual Report. - Annexure et12, AUDITORS: 13, 14. 15. The Auditors, M/s G.P.Sardesai & Associates, Chartered Accountants, Merces, Goa, retire at the ensuing Annual General Meeting and, being cligible, offer themselves, for reappointment for a period from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. QUALIFICATIONS IN AUDIT REPORTS: As regards the Note on Gratuity, your directors would like to inform you that, Gratuity is accounted on payment basis as per the Payment of Gratuity Act upon retirement of the employees and Leave Encashment is accounted on cash basis in the year of payment. This method has been consistently followed by the Company. Your Company has not provided for trade receivables aggregating to Rs. 10.75 lakhs outstanding for more than three years. Company is in the process to write off the same. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND. FOREIGN EXCHANGE EARNING AND OUTGO: The Company is taking adequate steps to conserve the energy at all the levels and also implementing various measures for reduction in consumption of energy. There is no technology absorption during the year under review. Foreign exchange earnings and Outgo: There were neither any foreign exchange earnings nor any outgo during the period under report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company was not required to comply with the provisions of Section 186 of the Companies Act, 2013 as it has not given or taken loans, guarantees or investments in the period under review.16. RELATED PARTY TRANSACTIONS : The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 3) (b) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure II to this Report. 17. SHARES: The company has duly registered transfer of shares during the financial year under review. Details of Share Transfer are as per the list attached. 18. ACKNOWLEDGEMENTS: ‘Your Directors place on record their sincere thanks to the bankers, business associates, consultants and various Government Authorities for their continued support extended to your Company during the year under review. BY ORDER OF THE BOARD OF DIRECTORS, PRUDENT MEDIA (GOA) PRIVATE LIMITED ll (PRAMOD ACHARYA) JOMON JACOB LOUIS) DIRECTOR DIRECTOR DIN: 08076662 DIN; 00323668 Place: Panaji , Goa Date: 06/09/2018nL Ml. FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN Ason Financial Year ended on 31.03.2018 Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(4) of the Company (Management & Administration) Rules, 2014. REGISTRATION & OTHER DETAILS: 1] CIN U22130GA2006PTC004727 2.| Registration Date 29/06/2006 3. | Name of the Company PRUDENT MEDIA (GOA) PRIVATE LIMITED 4.| Category/Sub-category ofthe Company COMPANY LIMITED BY SHARES 5.| Address of the Registered office & contact details, KAMAT METROPOLIS, 2" FLOOR, ABOVE CACULO FORD SHOWROOM, ST. INEZ, PANAJI, GOA - 403001 PHLNO. 0832 - 2490404 EMAIL: sonia@prudentmedia.in 6.| Whether listed company NO 7.| Name, Address & contact details of the Registrar & Transfer Agent, if any. Not Applicable PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) S.No. [Name and Description of main | NICCode ofthe | % to total turnover of the products / services Product/service | company 1 MEDIA 182 72.43 Il. PARTICULARS OF HOLDING/SUBSIDIARY /ASSOCIATE COMPANIES (All| the business activities contributing 10 % or more of the total turnover of the company shall be stated) SN] Name and address | CIN/GLN Holding/Subsidiary7[% of Shares | Section ‘ofthe company Associate {eta Applicable NA NA NA | NA NAIV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding Category of No, of Shares held at the beginning of | No. of Shares held atthe end ofthe | % Shareholders the year[As on 01-April-2017] year[As on 31-March-2018] Change Demat | Physical [Total [%of | Dem | Physical | Total | % oF during Total | at Total the year Shares Shares oH A, Promoter s (4) Indian Nil Nil Nil Nil Nil Nil Nil Nil Nil a) Individual/ Nil NIL Nit Nit | Nil Nit Nit. ni [Ni HUF b) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nil c) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil 4) Bodies Corp. Nil 1000 1000 Nil Nil 720 720 | 72 Nil e) Banks / FI Nil ‘Nit Nil Nil Nil Nil Nil Nil Nil f) Any other i)Foreign Nationals nit | oe Nit nic |i | one | ne Nit Nil Total 720 | 720 [72 shareholding of) yy | 3000 | 1000 | 100 | wil Nil Promoter (A) B. Public Shareholding | 1. Institutions a) Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil b) Banks / FL Nil Nil Nil ‘Nil Nil Nil Nil Nil Nil ©) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil ‘Nil 4) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil e) Venture Nil Nil Nil Nil Nil Nil Nil Nil nil | Capital Funds £) Insurance NIT Nil Nil Nil Nil Nil Nil Nil Nil Companies I - 9 Fils Nil Nil Nil Nil ‘Nit Nil Nil Nil Nil h) Foreign i Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil ‘Nil i) Others, nil | Ni Nil wil oN [Ni Nil Nil (specify) ~ Sub-total (By): Nit Nil Nil Nil Nil Nil Nil Nil Nil2. Non- Institutions a) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nil 4) Indian. Nil Nil Nil Nil Nil Nil Nil Nil Nil ii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nil b) Individuals Nil NIL NIL NIL Nil 280 280 28 Nil i) Individual shareholders holding nominal share capital upto Rs. 1 lakh Nil NIL NIL nit Nil NIL Nit. NIL Nil ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh Nil Nil Ni Nil Nil Nil Nil Nit c) Others (specify) Nil Nil Nir Nil Nil Nil Nil Nil Non Resident Indians Nil Nil Nil Nil Ni Nil Nil Nil Overseas Corporate Bodies Nil Nil Nil Nil Nil Nit Nil Nil Nil Foreign Nationals Nil Nil Nil Nil Nil Nil Nil Nil Nil Clearing Members Nil Nil Nil Nil Nil ‘Nil Nil Nil Nil Trusts Nit NIL Nit NIL Nil Ni NIL NIL Nil Foreign Bodies - DR Nil Nil Nil Nil Nit Nil Nil Nil ‘Sub-total (BQ): Nil Nil Nil Nil Nil Nil Nil ‘Total Public Shareholding (B)=(B)()+ (B)(2) Nil Nil Nil Nil Nil Nil Nil Nil . Shares held by Custodian for GDRs & ADRs Nil Nil Nit Nil Nil Nil Ni Nil Grand Total (A+B40) Nil 1000 1000 100% Nil 1000 1000 100%B) Shareholding of Promoter- 7 SN | Shareholder’s | Shareholding at the beginning of | Shareholding at the end of the year % Name __| theyear change a No.of | %of | %ofShares | No.of | %oftotal | %ofShares | in Shares | total | Pledged/ | Shares | Shares ofthe | Pledged / shareho Shares of | encumbered company | encumbered | !ding the | to total to total shares | during company | shares the year Fomento | 1 | engineering and Constructions Pvt. Ltd 47s | 47.50 Nil 195 19.50 Nil Nil Cimla See Laboratories Private Limited | 475 | 47.50 Nil as 47.50 Nil 7 3. | Rainbow Minerals Private Limited | 50 5 NIL 50 5 Ni NIL C) Change in Promoters’ Shareholding : SN J Particulars Shareholding at the Cumulative Shareholding beginning ofthe year _| during the year No.of [%oftotal | No.of ] % of total shares | shares ofthe | shares | shares of the i company company ‘At the beginning of the year 1. | Fomento Engineering. and | 475 47.50 Constructions Pvt. Ltd. NA Date wise Increase / Decrease in| No Promoters Shareholding during the | changes year specifying the reasons for increase } during 7 decrease (eg. allotment /transfer/ | the bonus/ sweat equity etc): financial year |_| Atthe end of the year NA [NA NA NA Fomento Engineering and] 495, 1950 Constructions Pvt. Ltd. NA__|NAD) Shareholding Pattern of top te shareholders: {Other than Directors, Promoters and Holders of GDRs and ADRs):- SN | For Each ofthe Top 10 Shareholding at the | Cumulative ] Shareholders beginning Shareholding during of the year the year No.of | %oftotal | No.of | %oftotal shares | sharesof | shares | shares of the the company | company ‘At the beginning ofthe year NA NA NA NA Date wise Increase / Decrease in| NA NA NA NA Promoters Shareholding during the yeat specifying the reasons for increase /decrease (eg. allotment / transfer / bonus/ sweat equity etc): tthe end of the year a fa 7 280 28 NA NA. Mr. Dileep Verlekar Shareholding of Directors and Key Managerial Personnel: ‘SN | Shareholding ofeach Directors and | Sharehoidingat the __ | Cumulative each Key Managerial Personnel | beginning Shareholding during of the year the | year No.of | Yoftotal | No.of | % of total shares | shares of | shares | shares of the the company company ‘At the beginning of the year | NIL NIL NIL NIL i wise Increase / Decrease in| NA NA NA NA Promoters Shareholding during the | year specifying the reasons for increase | /decrease (eg, allotment / transfer / bonus/ sweat equity etc.): ‘Atthe end of the year NIL NUL NIL NIL NIL\V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/acerued but not due for payment, Secured Loans iaidaed Unsecured |. ity | Total . Loans POSIIS | indebtedness deposits Indebtedness at the beginning of the financial year Nil 26,61,81,739| Nil | 26,61,31,739 i) Principal Amount | Nil Nt) NI Ni ii) Interest due but not paid Nil wT) NI Ni i) Interest accrued but not due Nil 26,61,31,739, Nil] 2661,31,739 ____ Total (isit+iit) : pete Change in Indebtedness during the financial year Nil 2,70,00,000 | Nil | 2,70,00,000 * Addition Nil Nil Nil Ni * Reduction Ni 2,70,00,000 | Nil__| 2,70,00,000 Net Change Indebtedness at the end of the financial year 29,31,31,739| Nil | 29,31,31,739 i) Principal Amount wil i nil Nil ii) Interest due but not paid Nil il Ni Ni iil) Interest accrued but not due Nil 29,31,31,730| Nil] 29,313,739 Total (i+itsiti) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A, Remuneration to Managing Director, Whole-time Directors and/or Manager: = SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount 1 | Grosssalary (a) Salary as per provisions contained in section 17(1) ofthe Income-tax Act, 1961 Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) (© Profits in lieu of salary under section 17(3) Income- tax Act, 1961 2 _ | Stock Option3 [Sweat Equity 4 | Commi mn — 5} Others, please specily —_ Total (A) Ceiling as per the Act ae B. Remuneration to other directors :- SN. | Particulars of Remuneration Name of Directors Total Amount T [Independent Directors Fee for attending board a committee meetings Commission any Others, please specify — Total @) 2. | Other Non-Executive Directors Fee for attending board committee meetings ‘Commission Others, please specify ‘Votal (2) Total (B)=(1#2) Total Managerial Remuneration Overall Ceiling as per the Act — C. REMUNERATION T0 KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD :- SN | Particulars of Remuneration Key Managerial Personnel CEO cs. CFO Total 1 | Gross salary NA WA NA | NA {a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 {(b) Value of perquisites u/s 17(2) Income- tax Act, 1961(Q Profits in lieu of salary under section 17(3) Income-tax Act, 1961 ‘Stock Option ‘Sweat Equity ‘Commission = as % of profit, others, specify... Others, please specify Total VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL, Type Section of the | Brief Details of Authority | Appeal made, Companies | Description | Penalty / IRD /NCLT/ | ifany (give Act Punishment/ | COURT] Details) Compounding fees imposed ‘A. COMPANY Penalty NA NA NA NA NA’ Punishment NA NA NA NA NA Compounding NA NA NA NA NA B. DIRECTORS :- = 7 Penalty NA NA NA NA NA Punishment NA NA NA NA NA Compounding NA NA NA NA NA C. OTHER OFFICERS IN DEFAULT =- Penalty NA NA NA NA NA Punishment NA NA NA NA NA ‘Compounding NA NA NA NA NAPart ANNEXURE-II Form No. AOC-2 lars of Contracts or Arrangements with Related Parties (Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto DETAILS OF MATERIAL CONTRACT OR ARRANGEMENT OR TRANSACTIONS AT ARM'S LENGTH BASIS. Particulars NAME OF RELATED | NATURE OF DURATION OF __| SALIENT AMOUNT PARTY RELATIONSHIP__| CONTRACT TERMS (Rs) ‘Nature of Contract ‘Unsecured Loans availed: : ce ‘Sociedade De Fomento Industrial | Associate T*April, 2017 931" | Actuals 7,70,00,0007- Private Limited March, 2018 ‘Advances to: Fomento Resources Private | Associate FrApril, 201710 317 | Actuals 10,00,00,0007- Limited March, 2018 | Rent Payable: Sociedade De Fomento Industrial | Associate T* April, 2017 t 31" | Actuals %,60,000- Private Limited March, 2018 _ osG. P. SARDESAI & ASSOCIATES a. ssttorsmoneraparimens CHARTERED ACCOUNTANTS: Near Merces Market, Merces, Goa - 403005, ‘Mobile : 8087662602; 9423058683 / 8087662603, Tel, : (0832) 2445731 Email : gautams3@gmail.com serdesai_prajakta@yahoo. in cagpsnassociates@gmail.com Date INDEPENDENT A\ OR’S REPORT To, ‘THE MEMBERS OF PRUDENT MEDIA (GOA) PVT LTD. Report on the Standalone Financial Statements We have audited the accompanying Standalone financial statements of PRUDENT MEDIA (GOA) PVT LTD (“the Company”), which comprise the Balance Sheet as at 31" March, 2018, the Statement of Profit and Loss,Cash flow statement for the year then ended and a summary of the significant accounting, agement’s Responsibility for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act’) with respect to the preparation of these standalone financial statements that give a truc and fair view of tie financial position, financial pertormance and casi flows oF tite Company in accordance with the accounting principfes generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities: selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records. 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. Auditors’ Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit, We have taken into account the provisions of the Act, the accounting and auditing standards and matters roy of he Act aud dhe Rates in are seqiuiied to be included i there under. fa the provision We conducted our audit in accordance 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 the audit te ahtain macanable asenrance shoot whether the Financial statements are free fram material ‘misstatement,An audit mvolves performing procedures to obtain audit evidence about the amounts and the 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 ero In making those tisk assessments, the auditor considers intemal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit Procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness Of the accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, as well as evaluating the overall presentation of the financial statements, We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ‘our audit opi Basis for Qualified Opinion 1, The Company has not complied with Accounting Standard on Employee Benefits (AS 15). The Company has not carried out actuarial valuation for providing gratuity liabiliyy and leave encashment liability payable to employees nor has made provision for Gratity and other retirement benefits. 2. The Company has not provided for trade receivables aggregating to Rs.10.75 lakhs outstanding for more than three years, which in our opinion should be provided. Qualified Opinion 1m our opinion and to the best of our information and according to the explanations given to us,except for the matter described in the Basis for Qualified Opinion Paragraph, the aforesaid standalone financial Statements give the information required by the Act in the manner so required and give a tue and fair accepted in India, of siaic of affairs of the ity with the acconuiting jainciples goncial Company as at 31st March, 2017 and its loss and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. The Companies (Auditor's Report) Order,2016 (“the order”), issued by the Central Government of India in forms of section 143(1)of the Act is not appticable to the Company. 2. As required by Section 143(3) of the Act,we report that (@ We have sought and obtained all the information and explanations which to the best of our hasowheage a (6) xcept for the effects of te maters described i the Basis for Qualified Opinion Paragraph.in inion, proper books of account as requited by law have been kept by the Company so fiar 5 it appears from our examination of those books. our of (©) Except for the effects of the matters described in the Basis for Qualified Opinion Varagraph,the Balance Sheet, the Statement of Profit and Loss & Cash flow statement dealt with by this Report are in agreement with the books of account.ANNEXURE A ‘TU THE INDEPENDENT AUDITOR'S REPORT (Referred to in paragraph 2(£) under ‘Report on other Legal and Regulatory Requirements” section of our report of even date of Prudent Media (Goa) Pvt Ltd, for the year ended March 31,2018) Report on the infernal Financial Controls under Clause (i) of sub-section 3 of the Section 143 of the We have audited the internal financial controls over financial reporting of Prudent Media (Goa) Pvt Ltd (the Company”) as of March 31,2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that dat. ‘Management's Responsibility for Internal Financial Controls ‘The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the components of intemal control stated in the Guidance Note on Audit of Intemal Financial Coutiots over Thiaiciai Reporting issued by the hstitute of Chas of fia, Responsibilities include the design ,implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,including adherence to Company’s policies ,the safeguarding of its assets ,the prevention and detection of frauds and errors ,the accuracy and completeness of the accounting records ,and the timely preparation of reli wanciai information, required under the Companies Avi,2013 Auditors’ Responsibility Our responsibility is to express an opinion on the Company’s intemal financial control over financial reporting based on our audit, We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting and the Standards of Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extend applicable to an audit of intemal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate intemal financial controls over financial reporting was established and maintained and if such controls operated effectively im all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining, an understanding of internal financial voninols over fi ‘esting, aunt evaluating the design and operating effectiveness of internal control based on assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risk of material ‘misstatement of the financial statements, whether due to fiaud or etror We believe that the audit evidence we have obtained is for ‘our audit opinion on the Company's internal financial controls system over financial reporting, and appropriate to provide aMeaning of Internal Financi Controls Over Kinancial Reporting A company's intemal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, A eennpauy’s internat fi Han tia dudes those policies anit procestuies 1 () pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assels of the company: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles. and that receipts and expe ture of the company are being nade only in accordance with auiiorizations of management and directors of dhe company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, o disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting, Because of the inherent limitations of internal financial controls over tinancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error oF fraud may occur and not to be detected. Also, projection of any evaluation of the internal financial contols over financial reporting to future periods are subject to the risk that the internal financial control or over financial reporting may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explainations given to us, the Company hhas, in all material respects, an adequate internal financial controls system over financial reporting, and such intemal financial controls over financial reporting: were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of intemal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For G.P.Sardesai & Associates. ‘Chartered Accountants Firm Registration No,136336W ws yt Prajalta Sardesai Partner Membership No 133638 Place: Panaji Date: September 6,2018PRUDENT MEDIAGOA) EVE LID, METROPOLIS. 2ND FLOOR, ABOVE CACULO FORD SHOWROOM ‘ST INEZ, PANAJI-GOA-40300) (CIN:122130GA2006PFC004727 ASAT ASAT 31.03.2018 31.032017 RUPEES RI 1. EQUITY AND LIABILITIES 1. Shareholders Funds: 2) Share Capital 3 1,00,000.00 1,00,000.00 ') Reserves and Surplus 4 (17,64,88,225.00) —_(16,60,88,328.00) 2, Now Curvent Liabilities 2) Lony Term Borrowings 5 29,31.31,739.00 26,61,31,739.00 3G indi 2) Trade payables 63,72,699.00 5799,715.00 ‘b) Other Current Liabilities 20,13,059.00° 22,42,516.00 TOTAL RUPEES: 12,51.29.272.00 10.81.85.642.00 1 1 i) Tangible Assets 8 26,11,671 09 3727, 669.00 2 Current Assets 4) Trade Receivables ° 59,34,036.00 $749,887.00 b) Cash and Cash Fquivalents 10 1,43,46,089.00 9,34,79,51400 «) Short Term Loans & Advances u 10,16,60,598,00 21,63,648.00 A)Other Current Assets 2 5,16,918.00 30,64,924.00 TOTAL RUPEES: 12,51,29,272.00 10381 83,642.00 ‘Significant Accounting Policies and Notes on Financial Statements 11025 For and on behalf of Board of Directors Pramod Acharya Jomon Jacob Louis DIRECTOR, DIRECTOR DIN 08076662 DIN 00323668 PLAGE: PANAMEGOA, DATED e609 se ‘SUBJECT TO OUR REPORT OF EVEN DATE FOR G.P.SARDESAI & ASSOCIATES (CHARTERED ACCOUNTANTS FIRM REG NO: 136336W Ducasse" i PRAJAKTA SARDESAI PARTNER MNO, 133638 PLACE: PANAI-GOA. Pater: o¢|oq|a01&PRUDEDS MEDIA GOA) FV LL KAMA METROPOLIS.2ND FLOOR,AROVE CACULO FORD SHOWROOM (1122 306 A7006"1C004727 51.03.2018 CURRENT PREVIOUS NOTE YEAR YEAR NO. RUPEES RUPEES 1 REVENUE: Revenue wom Operations s 1,02,89,908.00 217 90,801.00 Other Income 4 61,98,283.00 60,83,132.00 TOTALRUPEES: __2,24,83,846.00 2,78,73,999,00 1. EXPENSES Employee Benefits Expense 15 203,76,577.00 1,74,$4,64000 Depreciation and Amortsation Expense 8 12,78,833.00 14,00,255.00 Other Expenses 16. 1,11,49,479.00 1,31,58,271.00 TOTAL RUPEES: 3,28,04,989.00 3,26,13,166.00 EO 156.00 LiL, Profit (Loss) before Prior period adjustments (1,.08,21,143,00) (47,39,167.00) exceptional and extrordinary items and tax( I-11) IV Add/Less Prior period Items 17 78,754.00 - V. Profit before Tax (I-IV) (1,03,99,897.00) (47,39,167.00) Current Tax Deferred Tax VIL Profit / (Loss) after Tax (V - VI) VIL Excess / (Short) Provision for Income Tax in respect of earlier years wrinen bacivioft, IX. Profit / (Loss) during the year from continuing ‘operations (VII - VIII) Earnings Per Share ( Refer Note No.25 ) Basic and Diluted Eamings Per Share of Face Value of Rs.100/- each (in Rupees) ‘Significant Accounting Policies and Notes on Financial Statements n behalf ot DIRECTOR DIRECTOR DIN 08076662 DIN 00323668 1t025 of Directors PLACE: PANAJI-GOA oc|ca\ 208 (1,03,99,897.00), (47,39,167.00) 1,03,99,897 00) (47,39,167.00) (10,399.90) (4,739.17) OUR REPORT OF EVEN DATE FOR G.PSARDESAL & ASSOCIATES ‘CHARTERED ACCOUNTANTS FIRM REG NO: 136336W, prtosdeA I: PRAIARTA SARDESAL PARTNER MNO 133638 PLACE: PANAIJI-GOA D ocloq|ro18PRUDENT MEDIA (GUA) PVT LID PANAJLGOA ST INEZ, PANAJI-GOA-403001 CIN:U22130GA2006PTC004727 NOLES TO FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2018 1. SIGNIFICANT ACCOUNTING POLICIES: i) The Financial statements are prepared on the basis of historical cost convention and on the accountin Principle of a going concern ‘The Company follows mercantile system of accounting and reognizes income and expenditure on accrual basis except those with significant uncertainties, ii) Fixed Assers are stated at cost less accumulated depreciation Cost ineludns cast af acquisition including any interest on the borrowings upto the date of commissioning and other attributable ‘costs for bringing the asset to its working condition Capital work in progress includes cost of ‘construction that relates directly to specific asset and other cost that can be attributable to © constuction activity of te aset 1) Depreciation charged under the "Wrtten Down Method" based on the usetiul Ite as prescribed in Schedule Io the Companies Act, 2013 Intangible assets purchased during the Financial year have been amortised fully in the year of purchase in accordance with Accounting Standard 26. 1v) Revenue Recognition 7 Revenue (income) is recognised when no significant uncertainty as to determination of realisation exists. -v) Retirement Benefits ‘Contribution to Provident and Family Pension Funds are funded as a percentage of salary / wages. vi) Taxes on income including Provision for Deferred Tax @__ TH Company has unabsorbed Depreciation and cary forward of Busnes Loses under the Income Tax Act, 1961. Deferred Tax Asset has however not been recoxnised in the absence of virtual certainty as to the availability of sufficient future taxable income against which such Deferred Tax Asset can be realised vi) Impairment of Assets: Impairment Loss is charged to the Statement of Profit and Loss inthe year in which an asset 1s identified as impaired. Provisions, Contingent Liabilities and Contingent Assets: Provisions are recognised when the Company has legal and constructive obligation as a result of a past event, for which its probable that eash outflow will be required and a reliable estimate has a possible or present obligation where itis not probable that an outflow of resources will be required to settle it. Contingent Assets are neither recognised nar disclosed, fhe2, Previous years figures have been regroupedireclassitied wherever nevessary to make them comparable to those of the current year. 3. SHARE CAPITAL, a) Authorised Ie ASAT ASAT 31.03.2018 31.03.2017 RUPEES RUPEES Authorised Share Capital 5,00,000 Equity Shares of Rs.100/- each, 5,00,00,000.00 _5,00,00,000.00 Issued, Subscribed and Paid up Share Capital 1,000 Equity Shares of Rs.100/- each fully paid up. 1,00,000.00 1,00,000.00 ) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting, period Asat 31.03.2018, As nt 31.03.2017 e Number Amount Number Amount Particulars Fauity shares of Rs 100/- each fully nai Shares outstanding at the beginning of 1,000 1,00,000.00 1,000.00 1,00,000.00 ‘Add: Shares alloted during the year : : : | Less: Shares bought back during the y : Z 7 Shares at the end of the year ©) Terms/ights attached 10 Equity Shares ‘The company has only one class of equity shares having a par value of Rs.100/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the anproval ofthe shareholders. except in ease of interim dividend In the event of liquidation of the Company, the holders of equity shares will be entitled o receive remaining assets of the company, after distribution ofall preferential amounts, if any @ 8) Detaits of shareholders holding more than 5% shares in the company ASAT ASAT 31.03.2018 31.03.2017 Number ‘% Holding Number Holding Zqmento Engg ® Conetruction Pet 1 Tos 10.50% a8 47 50% Cimla Laboratories Pvt Ltd 415 475% 475 415% Rainbow Minerals Pvt Ltd 50% 50 5% Mr Dileep Verlekar 280 28% : - Total 1,000 100% 1,000 100% €) Shares reserved for ssue under options and contracts/commmitments for the sale of shares/ dismvestment: Nil oo t1) Bunny the period of five years trom (1.4 2013 wy 31.05 2018 4) Agareyate number and class of shares alloted as fully paid up pursuant to contracts without payment being received in cash Nil 3S of shares alloted as fully Nil ip hy way of hams shares b) Aggregate number and cla ©) Aggregate number and class of shares baught back Nil AS AT ASAT 31.03.2018 31.03.2017 RESERVES AND SURPLUS: Debit Balance in the Statement of Profit & Loss Balance at the beginning of the year (16,60,88,328.00) (16,13,49,161.00) ‘Add: Profit / (Loss) as per Statement of Protit & Loss 1,03,99,897,00) __(47,39,167.00) TOTAL : _(17,64,88,225.00)__(16,60,88,328.00) LONG TERM BORROWINGS; Unsecured -¢ From Keiated party-Sociedace De Fomento industrial Pvt Ltd 2ISLILTIIOG — 20,01,51,754.00 TOTAL: _ 29,31,31,739.00__ 26,61,31,739.00 * There are no terms and conditions regards interest free loan taken, no stipulations regards repayment here 18 no default continuing of otherwise in the repayment ot loan as at the alance Sheet date. ‘TRADE PAYABLES: Due to micro & small enterprises Z ue to other than micro & small enterprises 63.72.6900 57.99.715.00 Other Payables Fee a i TOTAL: __65,72,69900___57,99,715.00 OTHER CURRENT LIABILITIES: Service Tax Payaiie : ee TDS payable 1,80,957.00 _1,29,441.00 Advance receipts from customers 1,68,544.00 _5,96,407.00 Other Accrued Charges 50,451.00 97,165.00 Provident Fund and other statutory dues 1,47,811.00 1,37,688,00 TOTAL: ___ 20,13,059.00___22.42,516.00 tyat ASS: (TS HON THE YEAR INDED IST MARCA 2018 ‘RORS BEET] DEPRECIATION I NETEICCK, ] AMOUNT PARTICU ANS smcuacay| ONO suecrmnser| ssovevaaois| ason ivan OR THEYEAR [ANON | a ascnsvacois son sian ‘0.06 “3anmm0) - oaeo piwo| 73000 : : ST, sooo] _saanoi|sesnasson | sisnsinw | i3seer00| soma} sassana)]| —aneoaot ~saste 30009 | sa7sssi00] — ssn 99000 | Baraasno (stm Sxieo0 | — ass. 05100 .uis0)| 13196050] 1 Jou. 32sk00] Hi 2m a ‘ssc Loo 7300 | ai goo) | 3s.1901000] "pone 719.40] — asasa | ——Hetoe 323.1500] Tal 08 6250.80 tatoo | 2626860 15.3800 37000) 0.00 | Saray Sest66 | —~isiaoie Ta asia Fsa052 0 2issarnw | aizsiam] — Tpxeazeo 343.150 00 Bata ai2ai 00 Bm Zea Tet975 00 eimed| 1389500) 13931300 Esto] se Brea (evIOS FOLIA cease] saresoo[ saeco | éisarevee| sasiaizo) sazacsoo| —~wsrsnao | savvy mare aaa 7800 iesTace oof ssa Tagan) | Tress PHONES HANDSET Brae 27426.00| 2722500] a.e.raco 23600 2s50120)[ 2331400 c PROPS fore BoG00| S799 sna Toso Tas ‘araswoo | 7927 Eo 7763079) | varie | 7 60 on 33a 2iéti2e0 | we7aKe@ 8165.0 210600) 2429800 TiC ERT ‘remo | ——TpsT 8 05 i Talases| an asa0] — serena ExGaIy 30660 | —ssa90 0 INANGILE SETS Ee - Gone Bal iT600] aaa Teo 7 : Sesh aascso0] — an6380 | ~aoneo 0 T3655) 7 snes 00 Ssusskie | 2.19500 | "aikseacaue | iprannaeo | saimr00| aaaraszeer| —senaiee| Sao PREVIOUS YEAR 2ASe077600| Sete |_aansisore | iwisasenwo | uouseseo | searsoe | ainsssos| —srateonm | “yer aaa oe cope.(Unsecured and Considered Good) ‘Trade Receivables outstanding for more than six months ‘from the date they became due for payment Others 10 CASH AND BANK BALANCE Cash and Cash Equivalents. 1) Balances with Banks Tn Current Account In Deposits Account 1 SHORT TERM LOANS & ADVANCES (Unsecured and Considered Good) Advances to Related party-Fomento Resources Pvt Lid Staff Advances Security deposits Prepaid Expenses ‘Vax Deducted At Source( DS) Service Tax Input Credit GST Input credit 12 OTHER CURRENT ASSETS ‘Other current assets (accrued interest,closing stock) 13 REVENUE FROM OPERATIONS Income from Services, ASAT ASAI 31.03.2018 31.03.2017 RUPEES RUPEES 29,88,095.00 _25,34,052.00 29.45.941.00 _32.15.835.00 TOTAL: __59,34,036.00 __57,49,887.00 67,91,828,00 72,917.00, 75,30,242.00 9,11,31,165.00 TOTAL: _1,43,46,049.00__9,34,79,514.00. 10,00,00,000.00 - 6,000.00 5,000.00 10,998.00, 10,998.00 69,919.00 2,48,803,00 14,59,237,00-18,80,112.00 : 18,735.00 1,14,444.00 - TOTAL : _10,16,60,598.00___21,63,648.00 5,76,918.00 _30,64,924.00 TOTAL 5,76,918.00___30,64,924.00 YEARENDED — YEAR ENDED 31.03.2018 31.03.2017 RUPEES, ‘RUPEES 1,62,85,563.00 _2,17,90,867.00 TOTAL __1,62,85,563.00__2,17,90.867.00 wor14 OTHER INCOME Interest From Bank From Others Other Income 15 EMPLOVEE BENEFITS EXPENSE Salaries, Wages and Bonus etc , Coniribution to Provident Fund and Other Funds Staff Welfare Expenses 16 OTHER EXPENSES 4) Gperationsi Expenses , ‘Consumption of stores & spares Power & fuel Repairs & maintenance Rent Rates & taxes Cable operators charges Features production Newsreaders fees Special programmes Travel & others Consultant charges-technical DV tapes Heed woh ‘Telephone charyes Reporters-fiee lancing Internal audit fees Printing & stationery Security serviees Other expenses Auditors Remuneration ‘Audit Fess 17 PRIOR Prior period expense Fixed deposit interest Prior period Income Service tax acerued but not due wntten back Net Prior Period Items 33,95,473,00_60,45,113.00 6,79,116.00 _ 1,23,694,00 61,98,283.00. rotau 1,92,45,709.00 _1,64,63,031,00 9,86.471.00 847,436 00 144,497.00 144,173.00 TOTAL: __2,03,76,677.00__1,74.54,640 00 98,378.00 1,44,188,00 9,36,100.00 6,29,866.00 201,481.00 98,349.00 660,000.00 6,60,000.00 21,305.00 22,035.00 25,07,133.00 _39,24,000.00 720,867.00 5,97,833.00 3,11,000,00 3,26,800.00 12,12,511.00 20,89,575.00 3,08,854.00 647,500.00 480,000.00 4,80,000 00 4,092.00 38,255.00 7,36,218,00 7,42,941.00 5,38,133.00 7,85,150.00 3,45,000,00 3,00,000.00 39,293.00 58,745.00 3.RRRA0 0, 3,50,400.00 3,36,049.00 3,89,215.00 33,000.00 33,000.00 TOTAL :_1,11,49,479,00__1,37,58,271.00. A700 3758271 00 132,255.00 - TOTAL (@) 1,32,255,00. 53,501.00 TOTAL(b) 53,501.00 78,754.00 TOTAL) 78,754.00 7 hy Cat: Wom “8 Sezment Report Primary Segment ‘The Company is organised into only 1 business segment(1) Television channel and hence no reportable primary segment ‘Secondary Segment: ne business segment operates in a singie geographical segment and hence no reponubie geos, segment 19 Related party Disclosures Related party disclosures as required by AS 18 are given below: 2)Relationships: Where control exists iAssociates: a)Sociedade De Fomento Industral Pvt Ltd b)Fomento Resources Pu Lid 1) Others related pasties with whom the Company has not transacted during the year: ‘)Maina Ore Transport Pvt Ltd b)Fomento Green & Waste Management Services Pvt Ltd ‘©)Bhaangar Bhuin Pvt Lid d)Hardesh Ores Pvt Ltd )Fomento Barges it Lic ‘fFomento Engineering & Contruction Pvt Ltd g)Rainbow Minerals Pvt Lid Sushma Fabrics Pvt Ltd iPratima Textiles Pvt Lid byTransactions during the year and balances outstanding as atthe year end in respect of related party ‘transactions during the year end are a follows: (anieulere T T Ppartiowtors 2017-18 (Amount] 2016-17(Amount | in Rs) ins) [Unsecured Loans availed during the year from related party [a)Sociedade De Fomento Industrial Pvt Ltd 2,70,00,000.00 | 2,76,00,000.00 Rent pay arty during the year la)Sociedade De Fomento Industrial Pvt Lid 660,000.00 6,60,000:00 [Loans advanced 10 related panty during the year [a)Fomento Resources Pvt Lid 10,60,00,000.00 e Services rendered to related party during the year = 15,00,000.00 la)Sociedade De Fomento Industrial Pvt Lid interest eared on loans and advances made during the year 5,72,603.00 : fa)Fomento Resources Pyi Lid [Oustanding balances payable 29,79,17 843.00 [Outstanding baances Keceivabies {_1009,19,345.00 | Sel:2U There were no earnings as Well as ne expenditure in loreign curieney meurted dusiny the Financtal year as well as in the previous Financial year 21 Estimated amount of contracts remaining to be executed on capital account and not provided for is, Rs Nil (Previous year Nil) 22 There are no contingent abilities as at 31.03.2018 23 The Company has not made provision for Gratuity and other post retirement benefits in accordance with Acounting Standard -15 24 No adequate information 1s available with the Company for amounts due to suppliers covered under the Micro, Small and Medium Enterprises Development Act,2006 25 Earning Per Share 2017-18 2016-17 (Rupees) (Rupees) Protit /(L.oss) as per Profit and Loss Statement (1,03,99,897.00)_ (47,39,167,00) Number of equity shares outstanding 1,000.00 1,000.00 Basic and Diluted Earning Per Share (10,399.90) (4,739.17) For mn behalf of Board of Directors SUBJECT TO OUR REPORT OF EVEN DATE wrt hh gsondenee“ Praniod Acharya Jomon Jacob Louis PRAJAKTASARDESAIL ¢ DIRECTOR DIRECTOR PARTNER: We DIN cso7ses2 DIN cogszese, * PLACE: PANAJI- GOA. paren: o¢\oq\zo"PRUDENT MEDIA (GOA) PVE LID. OPOLIS. 2ND FLOOR, ABOVE CACULO FORD SHOWROOM ST INEZ, PAL ;OA-403001 (CIN:022130GA2006PTC004727 CASH PLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018, Note 31.03.2018 31.03.2017 ‘A. CASH FLOW FROM OPERATING ACTIVITIES, Profit bofore tax (1,03,99,897.00)_(47,39,167.00) ‘Adjustments for. Interest Income Bank (53.95,473.00) (60.45,113.00) Interest others (6,12,600.00) Loss on sale of assets 8,901.00 : Profit on sale os assets (5,320.00) (5,275.00) Depreciation 12,78,833.00___14,00,255.00 Operating Loss before working capital changes (1,50,85,556.00) _(93,89,300.00) Changes in working capital Trade payable 5.72,984.00 _11,89.110.00 Other Curent 1 iahilities 02.29.4570) (2.95 278.00) Trade Receivables (1,84,149.00) _ (20,70,579.00) Short term loans and advances (9,94,96,950.00) _(7,76,447.00) Other current assets, 24,88,006.00___(1,24,486.00) Net cash from operating activities TotalA —— (11,19,35,122.00) (1,14,66,980.00) B, CASH FLOW FROM INVESTING ACTIVE Interest - FDs with Bank 53,95,473.00 60,45,113.00 Interest-ICDs 5,72,600.00 : Investment in Inter Corporate Deposits - 7 Sale considerations in wespect of Fixed Assets 22,400.00 6,500.00 Purchase of Fred Assets (1,88,816,00)_(13,71,761.00) [Net Cash generated from investing activities Total B '58,01,687.00 46,79,852.00 . CASH FLOW FROM FINANCING ACTIVITIES Loan Availed 2,70,00,000.00 _2,76,00,000.00 [Net eash used in fom Total © 2,70.00,000,00—2,76,00,000,00 Net increase in cash and cash equivalents (A+B1C) (7,91,33,465.00) 2,08,12,872.00 Cash and cash equivalents opening balance 9,34,79,514.00 7,26,66,682.00 Cash and cash equivalents losing balance 1,43,46,049.00 — 9,34,79,514.00 FOR AND ON BEHALF OF THE SUBJECT TU OUR REPORT OF EVEN DATE BOARD OF DIRECTORS FOR G. P, SARDESAI & ASSOCIATES CHARTERED ACCOUNTANTS," FIRM REGNOs3EW teat Paanud Aciwnya Juinoh Javoly Louis PRAIAKEASARDESAL (DIRECTOR) (DIRECTOR) PARTNER DIN 08076662 DIN 00323668 M.NO. 133638 PLACE: PANASL-GOA PLACE: PANAJE-GOA, DATED. OG \aq\20 8 paren o¢|oq| 20 18