We have audited the Standalone financial statements of SAB Events and Governance Now Media Limited (“the Company”),
which comprise the Balance Sheet as at March 31,2024, the statement of Profit and Loss, statement of Changes in Equity and
the statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information.
In our opinion and to the best of our information and according to explanation given to us, except for the effects of the matters
described in the Basis of Qualified Opinion and Material Uncertainty relating to Going Concern section of our report, the
accompanying standalone financial statements give the information required by the Companies Act, 2013 in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company, and its loss, position of changes in equity and cash flows for the year then ended.
Basis for Qualified Opinion
i) The aggregate carrying value of Goodwill created on account of demerger of the Company in the earlier years as on
March 31, 2024 is Rs.141.11 Lakhs. The Company is unable to generate sufficient income from its business and has
incurred loss amounting to Rs.108.51 Lakhs for the year ended March 31,2024 and also in previous financial years. There is
a strong indication of impairment in the value of Goodwill and therefore we are of the opinion that the impairment testing
of Goodwill should be done by the Company. In the absence of working for impairment, we are unable to quantify the
amount of impairment provision required as per IND-AS 36 (Impairment of Assets) and its possible effects on the financial
statements as on March 31,2024.
ii) The Company has not provided for interest expenses amounting to approximately Rs. 77.45 Lakhs for the year ended
March 31,2024 on loans outstanding as on March 31,2024 which is not in line with the requirement of IND-AS 109. Further,
no provision for interest amounting to Rs. 48.28 Lakhs on such loans had been made in the books of accounts during the
period from October, 2022 to March, 2023. The expenses and current borrowings of the Company for the year ended
March 31,2024 are understated to that extent.
iii) The Company has not accounted the lease transactions as per requirements of Indian Accounting Standard (IND AS-116)
which is applicable from April 1,2020. The impact, if any, of such non-compliance of IND-AS 116 on the financials of the
Company for the year ended March 31,2024 is unascertainable.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for
the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013
and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Material Uncertainty Relating to Going Concern
I) Attention is drawn to Note No. 31 forming part of the financial statements, wherein it is stated that the Company has
gradually undertaken the ground event, however the current liabilities are substantially higher than the current assets, the
company is unable to service its debt obligations and substantial loss has been incurred by the Company during the year
ended March 31,2024, in previous financial years and negative Total Equity of Rs.124.53 Lakhs as on March 31,2024. All
these conditions indicate that there is material uncertainty regarding the Company's ability to continue as going
concern.
Other Matters
The comparative financial information of the Company for the year ended March 31, 2023 has been audited by the
predecessor auditor's. The report of the predecessor auditor's on comparative financial information for the year ended March
31,2023 expressed an qualified opinion; and we have also considered the qualifications reported by the previous auditor's for
the year ended March 31,2023 in our audit report for the year ended March 31,2024.
Our opinion is not modified in respect of this matter.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the information
included in the Board's report and Management Discussion and Analysis, but does not include the Secretarial Audit report,
Standalone financial statements and our auditor's report thereon. The Board's report and Management Discussion and Analysis
is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of
assurance or conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Board's report and Management Discussion and Analysis, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with governance and make disclosures
and take specific actions as per applicable laws and regulations, if required.
Key Audit Matters
Except for the matters described in the Basis for Qualified Opinion section, we have determined that there are no other key audit
matters to communicate in our report.
Responsibilities of Management and Those Charged with Governance for the 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 true and fair view of the financial position,
financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. 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.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors / Management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(I) of the Companies Act, 2013, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieve fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current year and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ''Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow
Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, subject to Basis of Qualified Opinion section in our report, the aforesaid standalone financial
statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March 31,2024 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31,2024 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 financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate report in “Annexure B”.
g) With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and 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 financial position in its financial statements
- Refer Note No.26 to the financial statements.
ii. The Company did not have any long term contracts including derivate contracts for which there were any
material foreseeable losses.
iii. There has been no delay in transferring material amounts to the Investor Education and Protection Fund by the
Company.
iv. (1) The management has represented, that, to the best of its knowledge and belief, other than as disclosed
in the notes to the accounts, no funds have been advanced or loaned or invested by the Company to or
in any other person(s) or entity(ies),including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries : and
(2) The management has represented, that, to the best of it's knowledge and belief, other than as disclosed
in the notes to the accounts, no funds have been received by the company from any person(s) or
entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in
writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(3) Based on audit procedures which we considered reasonable and appropriate in the circumstances,
nothing has come to their notice that has caused them to believe that the representations under sub¬
clause (i) and (ii) contain any material misstatement.
v. The company has not declared or paid any dividend during the year in contravention of the provisions of
section 123 of the Companies Act, 2013.
vi. Based on our examination which included test checks, the Company has used accounting software for
maintaining its books of account, however the said software does not have a feature of recording audit trail
(edit log) facility, therefore we cannot comment whether the same has been operated throughout the year for
all relevant transactions recorded in the software. Further, we also cannot comment whether the audit trail
feature has been tampered with.
For R Parikh and Associates
Chartered Accountants
FR No.: 107564W
CA Gautam Sanghvi, Partner
Membership No.: 155700
Mumbai
May 24, 2024
UDIN: 24155700BKFUUI1408
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