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| Textual Information(1) |
The Honble National Company Law Tribunal (NCLT), Mumbai Bench admitted petition for initiation of Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code 2016 filed by the Financial Creditor vide order dated 22 February 2023, passed in CP no. 690/IBC/MB/2022 (Admission Order). The Admission Order was challenged by one of the Directors (powers suspended) of the Holding Company before National Company Law Appellate Tribunal (NCLAT). NCLAT vide order dated 07 March 2023 stayed the operation of the Admission Order dated 22 February 2023. The appeal filed was subsequently dismissed by the National Company Law Appellate Tribunal on 10 August 2023 (NCLAT Final Order). Pursuant to the NCLAT Final Order, the Resolution Professional (RP) has taken over management and control of the Holding Company on 16 August 2023. The Board of Directors (powers suspended) were responsible for management and control of the Holding Company till the date of the NCLAT Final Order. A moratorium under Section 14 of the Insolvency and Bankruptcy Code, 2016 is in force with respect to the affairs of the Holding Company. By Order dated 1 October 2024 the Honble NCLT, Mumbai, in the clarification application and the intervention applications, held that all CIRP related activities should be considered as on 22 February 2023 and directed that all transactions and appropriations undertaken during the Stay Period shall be reversed and the amounts received by the banks during the stay period shall be remitted back to the account of the Company. The lenders have appealed against the order in NCLAT, Delhi and have received an interim relief from NCLAT, Delhi. Therefore, the matter relating to the treatment of liabilities, obligations, and claims incurred stay period upto the i.e., 07 March 2023 upto 10 August 2023, is currently sub-judice with NCLAT, Delhi. In absence of sufficient and appropriate audit evidence, we are unable to comment on the impact of the outcome of the CIRP on the consolidated financial statements of the Company. n nThe report on the consolidated financial results for the quarter and nine months ended 31 December 2024 and for the year ended 31 March 2024 also had a disclaimer of conclusion with respect to the matter stated above. n |
| Textual Information(2) |
Not applicable |
| Textual Information(3) |
Unable to estimate |
| Textual Information(4) |
Impact can be estimated once the resolution plan is approved by the Committee of Creditors (CoC) and Honble NCLT, Mumbai. |
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Adequately disclaimed in our report |
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The Holding Company and some of its subsidiaries has defaulted in repayment of bank loans and accounts have been classified as Non-Performing Assets (NPA) by the lenders under the Consortium. The Holding Company and some of its subsidiaries has not provided additional and penal interest as part of finance cost in terms with conditions put forth in arrangements entered into between the banks & financial institutions with the Company and in accordance with the requirements of Ind AS 109, Financial Instruments. In absence of the computation of such interest along with other sufficient appropriate audit evidence as described in note 10 to the Statement, we are unable to comment upon the impact of such non-compliance on the financial information for the quarter and year ended 31 March 2025. n nOur report on the consolidated financial results for the quarter and nine months ended 31 December 2024 and for the year ended 31 March 2024 also had a disclaimer of conclusion with respect to the matter stated above. n |
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Not applicable |
| Textual Information(8) |
Unable to estimate |
| Textual Information(9) |
Appeal(s) are pending before Honble NCLT, Mumbai seeking clarification on the treatment of liabilities accrued during the stay period of CIRP. Only once these appeals are decided by the adjudicating authority, the impact of penal and additional interest along with other liabilities can be estimated. |
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Adequately disclaimed in our report |
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The financial creditors of the Holding Company have submitted claims amounting to Rs. 12,060.33 million as on 10 August 2024, out of which Rs.11,292.66 million have been admitted by the RP. The corresponding balance of such borrowings as on 31 March 2025 is Rs.11,639.77 million in the books of accounts of the Holding Company. In absence of sufficient and appropriate audit evidence for reconciliation of the balances as per the claims submitted, claims admitted and the outstanding balances in the books of accounts, we are unable to comment upon the impact of such non-accrual of additional/ penal interest along with other sufficient appropriate audit evidence with respect to recognition of liabilities, their measurement and all related disclosures to be made, on the accompanying Statement for the year ended 31 March 2025. n nOur report on the consolidated financial results for the quarter and nine months ended 31 December 2024 and for the year ended 31 March 2024 also had a disclaimer of conclusion with respect to the matter stated above. n |
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Not applicable |
| Textual Information(13) |
Unable to estimate |
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Claims have been received from financial creditors as on 10th August 2023. The RP has admitted claims as on 10th August 2023 without including any interest charged by the lenders for the stay period (i.e. from 7th March 2023 to 9th August 2023). By Order dated 1 October 2024 the Honble NCLT, Mumbai, in the clarification application and the intervention applications, held that all CIRP related activities should be considered as on 22 February 2023 and directed that all transactions and appropriations undertaken during the Stay Period shall be reversed and the amounts received by the banks during the stay period shall be remitted back to the account of the Company. The lenders have appealed against the order in NCLAT, Delhi and have received an interim relief from Honble NCLAT, Delhi These appeals are pending before Honble NCLAT, Delhi seeking clarification on the treatment of liabilities accrued during the stay period of CIRP. Only once these appeal(s) are decided by the adjudicating authority, the impact of penal and additional interest along with other liabilities can be estimated. Hence, the interest for the stay period has not been admitted by the CIRP. Post commencement of CIRP, the financial creditors have shared their claims as on 10th August 2023 and a moratorium is in place and hence the financial creditors cannot charge any interest for the moratorium period. However, in the books of accounts interest has been accrued as per the existing terms of lending to comply with the applicable accounting standards |
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Adequately disclaimed in our report |
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The operational creditors, employees, statutory authorities and other creditors of the Holding Company have submitted claims amounting to Rs.19,834.60 million as on 10 August 2023, out of which Rs 7,066.86 million have been admitted and Rs 3,391.56 million has been considered as contingent claim by the RP. In absence of sufficient and appropriate audit evidence the admission amount of claims and in the absence of reconciliation of the balances as per the claims submitted, claims admitted and the outstanding balances in the books of accounts, we are unable to comment upon the impact of such non-accrual of additional liability, if any, along with other sufficient appropriate audit evidence with respect to recognition of liabilities, their measurement and all related disclosures to be made, on the accompanying Statement for the year ended 31 March 2025. n nThe report on the consolidated financial results for the quarter and nine months ended 31 December 2024 and for the year ended 31 March 2024 also had a disclaimer of conclusion with respect to the matter stated above. n |
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Not applicable |
| Textual Information(18) |
Unable to estimate |
| Textual Information(19) |
Appeal(s) are pending before Honble NCLAT, Delhi for the treatment of liabilities accrued during the stay period of CIRP. Only once these appeal(s) are decided by the adjudicating authority, the impact of claim for the stay period including interest along with other liabilities can be estimated. |
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Adequately disclaimed in our report |
| Textual Information(21) |
Certain information including the minutes of meetings of the Committee of Creditors (CoC), and the outcome of certain procedures carried out as a part of the CIRP has not been shared with the auditors citing confidentiality reasons. Accordingly, we are unable to comment on the impact, if any, on the accompanying Statement including recognition, measurement and disclosures, that may arise had we been provided access to above-mentioned information. n nThe report on the consolidated financial results for the quarter and nine months ended 31 December 2024 and for the year ended 31 March 2024 also had a disclaimer of conclusion with respect to the matter stated above. n |
| Textual Information(22) |
Not applicable |
| Textual Information(23) |
Unable to estimate |
| Textual Information(24) |
Pursuant to the commencement of CIRP of the Company under Insolvency and Bankruptcy Code, 2016, certain information including the minutes of meetings of the Committee of Creditors held on various dates, and the outcome of certain procedures carried out as a part of the CIRP are confidential in nature and could not be shared with anyone other than the member of CoC members and Honble NCLT |
| Textual Information(25) |
Adequately disclaimed in our report |
| Textual Information(26) |
A listing of ongoing litigations before NCLT, Mumbai, including the matter referred to in paragraph 4(i) above pertaining to the treatment of claims/liabilities/obligations arising during the period of stay obtained by one of the Directors (powers suspended) of the Holding Company before NCLAT upto the date of dismissal of such appeal, i.e., 07 March 2023 upto 10 August 2023 have been provided to the auditor. However, in the absence of an evaluation on these ongoing litigations from the management, we are unable to obtain sufficient appropriate audit evidence to evaluate, assess and comment on the impact, if any, on the accompanying Statement including recognition, measurement and disclosures, that may arise had we been provided access to above-mentioned information. n nThe report on the consolidated financial results for the quarter and nine months ended 31 December 2024 and for the year ended 31 March 2024 also had a disclaimer of conclusion with respect to the matter stated above. n |
| Textual Information(27) |
Not applicable |
| Textual Information(28) |
Unable to estimate |
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Till the time the final order(s) have not been passed in the appeal(s) by the appellate authority, the RP and the management is not in the position to evaluate the final outcome of the appeal(s). |
| Textual Information(30) |
Adequately disclaimed in our report |
| Textual Information(31) |
The Groups Revenue from Operations includes broadcasters share in subscription income from pay channels, which has correspondingly been presented as an expense which is not in accordance with the requirements of Ind AS-115, Revenue from contracts with customers. Had the management disclosed the same on net basis, the Revenue from Operations and the Pay channel, carriage sharing and related costs each would have been lower by Rs.1,779.37 million and Rs.7,559.93 million for the quarter and year ended 31 March 2025 respectively, while there would have been no impact on the net loss for the quarter and year ended 31 March 2025. n nThe report on the consolidated financial results for the quarter and nine months ended 31 December 2024 and for the year ended 31 March 2024 also had a disclaimer of conclusion with respect to the matter stated above. n nFurther, with respect to the above matter, qualification have been given by other firms of Chartered Accountants vide their audit reports dated 2 June 2025, 15 May 2025, 29 May 2025, 13 June 2025, 15 May 2025 and 29 May 2025 on the annual financial results of the subsidiaries of the Holding Company, namely, Siti Vision Digital Media Private Limited, Siti Prime Uttranchal Communication Private Limited, Central Bombay Cable Network Limited, Indian Cable Net Company Limited , Siti Sai Star Digital Media Private Limited and Siti Siri Digital Network Private Limited respectively, and is reproduced by us as under, with the aggregate amount pertaining to such subsidiaries, as also included in the above paragraph: n nThe companys/groups Revenue from Operations includes broadcasters share in subscription income from pay channels, which has correspondingly been presented as an expense for the above mentioned subsidiaries which is not in accordance with the requirements of Ind AS-115, Revenue from contracts with customers. Had the management disclosed the same on net basis, the Revenue from Operations and the Pay channel, carriage sharing and related costs each would have been lower by Rs.1,127.82 million and Rs.4,743.55 million for the quarter and year ended 31 March 2025 respectively, while there would have been no impact on the net loss for the quarter and year ended 31 March 2025. n |
| Textual Information(32) |
As per our interpretation and cable Industry practices of recognising revenue under Ind AS 115, we have appropriately shown gross revenue and content cost separately. Further, there is no impact on the net loss for the quarter and year ended March 31, 2025. |
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Not applicable |
| Textual Information(34) |
Not applicable |
| Textual Information(35) |
Not applicable |
| Textual Information(36) |
On 30 July 2024 and 4 October 2024, the Resolution Professional has submitted an application against former members of the Holding Companys management under Section 25(2)(j) read with Section 66 of the Insolvency and Bankruptcy Code, 2016, and Regulation 35(A)(3) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. This application seeks relief in connection with certain allegedly fraudulent and inappropriate transactions conducted by the Corporate Debtor under the previous management aggregating approx. Rs.3,254.90 million for the period 10 August 2018 to 10 August 2023, and the matter is currently pending with honble NCLT in Mumbai. However, we are not aware of any counter-application(s) filed by the respondents to the aforementioned application, and we have also not been provided with the transaction audit report which forms the basis of such application. Accordingly, in absence of sufficient appropriate audit evidence and pending resolution of this matter, we are unable to comment on any potential impact on the accompanying Statement for the year ended 31 March 2025, including any issues related to recognition, measurement, or disclosures. n nThe report on the consolidated financial results for the quarter and nine months ended 31 December 2024 and for the year ended 31 March 2024 also had a disclaimer of conclusion with respect to the matter stated above. n |
| Textual Information(37) |
Not applicable |
| Textual Information(38) |
Unable to estimate |
| Textual Information(39) |
Regulation 35A of the CIRP Regulations requires the RP to form an opinion whether Corporate Debtor is subjected to any transaction covered under Sections 43, 45, 50 or 66 on or before 75th day of the ICD. Post approval received from the CoC during the 2nd Meeting of the committee of creditors, the resolution Professional appointed Pipara and Co LLP under Regulation 27(2) of the CIRP Regulations to undertake the Transaction Audit of Siti Networks Limited. The Transaction Auditor has concluded his report and submitted the same to the Resolution Professional. The Resolution Professional has, basis the findings of the Transaction Audit Report, filed appropriate applications under Section 66 of the Insolvency and Bankruptcy Code of 2016 with the Honble NCLT. The Application filed have been shared with the Auditors. |
| Textual Information(40) |
Adequately disclaimed in our report |
| Textual Information(41) |
The consolidated financial results includes the annual financial results of subsidiaries (Siti Broadband Services Private Limited, Siti Jind Digital Media Communications Private Limited, Siti Jai Maa Durgee Communications Private Limited, Siti Sagar Digital Cable Network Private Limited and Siti Krishna Digital Media Private Limited), which have not been audited by their auditors, whose financial information included in the consolidated financial information of the Group reflects total assets of Rs469.20 million as at 31 March 2025, total revenues of Rs 103.45 million and Rs.442.51 million, total net loss after tax of Rs 56.74 million and Rs 164.98 million, and total comprehensive loss of Rs 56.74 million and Rs164.98 million for the quarter and year ended on 31 March 2025 respectively, and cash flows (net) of Rs28.60 million for the year ended 31 March 2025, as considered in the Statement. These financial results have been furnished by the Holding Companys management for the purpose of preparing consolidated financial information for which we have not been able to obtain sufficient appropriate audit evidence to provide a basis for our report. |
| Textual Information(42) |
Not applicable |
| Textual Information(43) |
Unable to estimate |
| Textual Information(44) |
Management is unable to comment on the impact, if any, in this regard. |
| Textual Information(45) |
Adequately disclaimed in our report |
| Textual Information(46) |
We have been provided with reports from other auditors on the the annual financial results for the quarter and year ended 31 March 2025 and our conclusion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and joint ventures is based solely on the audit reports of such other auditors. However, we have not been provided with any information by the Management of the Company, or other auditors with respect to any subsequent events between the date of issuance of the review reports by such auditors and the date of issuance of our report on Consolidated Audited Annual Financial Results of Siti Networks Limited for the quarter and year ended 31 March 2025. As a result, we are unable to comment on the possible impact, if any, on the accompanying Statement, had we been provided access to above-mentioned information. |
| Textual Information(47) |
Not applicable |
| Textual Information(48) |
Unable to estimate |
| Textual Information(49) |
Management is unable to comment on the impact, if any, in this regard. |
| Textual Information(50) |
Adequately disclaimed in our report |
| Textual Information(51) |
The Holding Company has not carried out physical verification of the property, plant and equipment. Accordingly, material discrepancies, if any, could not be ascertained and therefore, we are unable to comment on the existence of such property, plant and equipment and its related impact, if any, on the accompanying Statement for the year ended 31 March 2025 including recognition, measurement and disclosures, that may arise had the Holding Company carried out such physical verification. n nThe report on the consolidated financial results for the year ended 31 March 2025 also had a disclaimer of conclusion with respect to the matter stated above. n |
| Textual Information(52) |
Not applicable |
| Textual Information(53) |
Unable to estimate |
| Textual Information(54) |
A major part of the Property, Plant and Equipment are installed either at customer premises or lying with the distributors/cable operators. Hence, the physical verification of such items of PPE is not feasible owing to the nature and location of these assets. |
| Textual Information(55) |
Adequately disclaimed in our report |
| Textual Information(56) |
The Holding Company has not completed the reconciliation of Goods and Services Tax (GST) input credits pertaining to previous financial years with the books of accounts and the returns filed with the statutory authorities. In the absence of adequate supporting documentation and reconciliations, we are unable to obtain sufficient appropriate audit evidence to determine the accuracy, completeness, and recoverability of the GST input credits recognized in the financial statements as at and for the year ended 31 March 2025. Consequently, we are unable to ascertain the possible impact, if any, of such unreconciled GST input credits on the financial position, results, and cash flows of the Group. |
| Textual Information(57) |
Not applicable |
| Textual Information(58) |
Unable to estimate |
| Textual Information(59) |
The Company is in the process of reconciling its accounts which could not be completed by the time of audit closure owing to pending confirmations and adjustments with vendors pertaining to pre-CIRP dues. |
| Textual Information(60) |
Adequately disclaimed in our report |
| Textual Information(61) |
The Groups consolidated financial statements include the financial statements of two subsidiary companies, namely, Siti Broadband Services Private Limited and Siti Jind Digital Media Communications Private Limited, however, we understand that these subsidiaries are under the Corporate Insolvency Resolution Process (CIRP) as directed by the Honble National Company Law Tribunal, Delhi, vide orders dated 31 October 2023 and 22 March 2024, respectively. In terms with the provisions of Ind AS 110 - Consolidated Financial Statements, the Company is required to carry out an evaluation as to whether, consequent to these subsidiaries being admitted under CIRP process, the Company continues to exercise control for the purpose of consolidation, however, the Company has not carried out such evaluation. In absence of such assessment, we are unable to obtain sufficient appropriate audit evidence to ascertain as to whether the financial statements of these subsidiaries should continue to be consolidated or if the Company should account for loss of control, in terms with Ind AS 110, and accordingly, we are unable to comment on the impact, if any, of such evaluation and resulting conclusion thereon, on the accompanying consolidated financial statements for the quarter and year ended 31 March 2025, and the consequential impact on the Groups financial position, results, and disclosures including restatement, if any, that may need to be carried out by the Company and disclosed accordingly in the accompanying consolidated financial statements. |
| Textual Information(62) |
Not applicable |
| Textual Information(63) |
Unable to estimate |
| Textual Information(64) |
The management shall assess the loss of control as per Ind AS 110 for these subsidiaries upon approval of the resolution plan under the CIRP. Till then, these entities are deemed to be a subsidiaries and included within the consolidated financial results. |
| Textual Information(65) |
Adequately disclaimed in our report |
| Textual Information(66) |
The Group has incurred a net loss (including other comprehensive income) of Rs.444.16 million and Rs. 2,128.65 million during the quarter and year ended 31 March 2025 respectively, and as of that date, the Groups accumulated losses amount to Rs.28,621.47 million resulting in a negative net worth of Rs.11,685.57 million and its current liabilities exceeded its current assets by Rs.16,477.68 million resulting in negative working capital. The above factors along with matters stated in paragraphs 4(i) to 4(xii) above and other matters as set forth in note 6 of the accompanying Statement, indicate a material uncertainty about the Groups ability to continue as a going concern since the future of the Group is dependent upon the successful implementation of a Resolution plan of the Holding Company. The Statement has been prepared by the management assuming going concern basis of accounting, for which we have not been able to obtain sufficient appropriate audit evidence regarding the use of such assumption, based on managements assessment of the successful outcome of the ongoing Resolution process with no adjustments having been made to the carrying value of the assets and liabilities and their presentation and classification in the Balance Sheet. n nThe report on the consolidated financial results for the quarter and nine months ended 31 December 2024 and for the year ended 31 March 2024 also had a disclaimer of conclusion with respect to the matter stated above. n |
| Textual Information(67) |
Not applicable |
| Textual Information(68) |
Unable to estimate |
| Textual Information(69) |
Going concern basis of accounting has been adopted based on our assessment of a successful outcome of the ongoing Resolution process and accordingly no adjustments have been made to the carrying value of the assets and liabilities and their presentation and classification in the Balance Sheet. |
| Textual Information(70) |
Adequately disclaimed in our report |