RASHTRA DEEPIKA NEWS CORPORATION PRIVATE LIMITED

DOOR NO. 41/2556, OPP. NORTH RAILWAY STATION, RAILWAY STATION ROAD, KOCHI-682018

CIN: U22211KL2005PTC017784

NOTICE

Notice is hereby given that the 18th Annual General Meeting of the members of Rasthra Deepika News Corporation Private Limited will be held on Friday, 22nd September 2023 at 03:00 P. M. at the Registered Office of the company to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the audited financial statements of the Company for the financial year ended 31st March, 2023 and the reports of the Board of Directors and auditors
2. To appoint a Director in the place of Benny Punnoose Mundanatte (DIN: 06686549) who retires at this Annual General Meeting and being eligible offers himself for re-appointment.

SPECIAL BUSINESS

3. Appointment of Rajan Thomas (DIN: 10087598) as a Director of the Company:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) Fr. Rajan Thomas (DIN: 10087598), who was appointed as Additional Director on 20th July, 2023 be and is hereby appointed as Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT any Director of the Company, be and is hereby authorized to file necessary forms to the Registrar of Companies and to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.”

4.  Appointment of Fr. Dr. Abraham Vettiyankal Mani (DIN: 10178980) as a Director of the Company:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) Fr. Dr. Abraham Vettiyankal Mani (DIN: 10178980), who was appointed as Additional Director on 20th July, 2023 be and is hereby appointed as Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT any Director of the Company, be and is hereby authorized to file necessary forms to the Registrar of Companies and to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.”

5.  Appointment of Fr. Benny Punnoose Mundanatte (DIN: 06686549) as a Director of the Company:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) Fr. Benny Punnoose Mundanatte (DIN: 06686549), who was appointed as Additional Director on 20th July, 2023 be and is hereby appointed as Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT any Director of the Company, be and is hereby authorized to file necessary forms to the Registrar of Companies and to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.”

By order of the Board Rashtra Deepika News Corporation Private Limited

Ernakulam                                                                                                               Sd/- Fr. Benny Punnoose Mundanatte

08-08-2023                                                                                                                                             Additional Director

DIN- 06686549

Notes:-

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on a poll on his behalf and the proxy need not be a The proxy forms duly completed, stamped and signed must be deposited at the registered office of the company not less than 48 hours before the meeting.
2. Proxies submitted on behalf of limited companies, societies etc must be supported by an appropriate resolutions/authortiy, as applicable. A person can act as proxy on behalf of members not exceeding fitfy and holding in the aggregate not more than 10% of the total share capital of the company carrying voting In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
3. Attached the Route map of venue of annual general
4. The explanatory statement pursuant to Section 102(1) of the Companies Act 2013 is annexed to the

ADDITIONAL INFORMATION OF DIRECTORS RECOMMENDED FOR RE-APPOINTMENT AS REQUIRED AS PER SECRETARIAL STANDARD ON GENERAL MEETING (SS-2)

Item No. 3 of the Notice – Ordinary Resolution

Fr. Rajan Thomas (DIN: 10087598) was appointed as an Additional Director of the company w.e.f. 20th July, 2023 in accordance with the provisions of Section 161 of the Companies Act, 2013. Pursuant to Section 161 of the Companies Act, 2013, Fr. Rajan Thomas holds office up to the date of the ensuing Annual General Meeting.

The Board is of the view that the appointment of Fr. Rajan Thomas on the Company’s Board as Director is desirable and would be beneficial to the company.

Except for Fr. Rajan Thomas, none of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed Resolution.

The Board of Directors accordingly recommends the Ordinary Resolution as set out as Item No. 3 of the Notice of the 18th AGM for approval by the Members.

Item No. 4 of the Notice – Ordinary Resolution

Fr. Dr. Abraham Vettiyankal Mani (DIN: 10178980) was appointed as an Additional Director of the company w.e.f. 20th July, 2023 in accordance with the provisions of Section 161 of the Companies Act, 2013. Pursuant to Section 161 of the Companies Act, 2013, Fr. Dr. Abraham Vettiyankal Mani holds office up to the date of the ensuing Annual General Meeting.

The Board is of the view that the appointment of Fr. Dr. Abraham Vettiyankal Mani on the Company’s Board as Director is desirable and would be beneficial to the company.

Except for Fr. Dr. Abraham Vettiyankal Mani, none of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed Resolution.

The Board of Directors accordingly recommends the Ordinary Resolution as set out as Item No. 4 of the Notice of the 18th AGM for approval by the Members.

Item No. 5 of the Notice – Ordinary Resolution

Fr. Benny Punnoose Mundanatte (DIN: 06686549) was appointed as an Additional Director of the company w.e.f. 20th July, 2023 in accordance with the provisions of Section 161 of the Companies Act, 2013. Pursuant to Section 161 of the Companies Act, 2013, Fr. Benny Punnoose Mundanatte holds office up to the date of the ensuing Annual General Meeting.

The Board is of the view that the appointment of Fr. Benny Punnoose Mundanatte on the Company’s Board as Director is desirable and would be beneficial to the company.

Except for Fr. Benny Punnoose Mundanatte, none of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed Resolution.

The Board of Directors accordingly recommends the Ordinary Resolution as set out as Item No. 5 of the Notice of the 18th AGM for approval by the Members.

By order of the Board Rashtra Deepika News Corporation Private Limited

Ernakulam                                                                                                               Sd/- Fr. Benny Punnoose Mundanatte

08-08-2023                                                                                                                                             Additional Director

DIN- 06686549

RASHTRA DEEPIKA NEWS CORPORATION PRIVATE LIMITED

DOOR NO. 41/2556, OPP. NORTH RAILWAY STATION, RAILWAY STATION ROAD, KOCHI-682018

CIN: U22211KL2005PTC017784

BOARD REPORT

To the Members,

Your Directors are pleased to present the 18th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2023.

FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year’s figures is given hereunder:

(In Rs)

EXTRACTS OF ANNUAL RETURN (ANNEXURE 1)- S.134 (3) a

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act 2013, in the prescribed form is attached on the Company’s website.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER REVIEW -S.134 (3) b

The Company had 4 Board meetings, during the financial year under review as detailed below:-

Board Meetings & Attendance details of Directors in the Meeting

DIRECTORS RESPONSIBILITY STATEMENT- S.134 (3) c

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibiltiy Statement:-

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give at rue and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

• The directors had 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;

1. The directors had prepared the annual accounts on a going concern basis; and
2. The directors had devised propers ystems to ensure compliance with the provisions of all applicable laws and that suchs ystems were adequate and operating

DIRECTORS AND KEY MANAGERIAL PERONNEL

Fr. Benny Punnoose Mundanatte (DIN: 06686549), Fr. Rajan Thomas (DIN: 10087598) and Fr. Dr. Abraham Vettiyankal Mani (DIN: 10178980) were appointed as Additional Directors of the Company on 20th July, 2023 to hold office up to the date of the forthcoming Annual General Meeting. They will be designated as Directors of the Company at the Annual General Meeting held on 22nd September, 2023.

Fr. Mathew Chandramkunnel Augustine (DIN: 08362156), Fr. George Cherian (DIN: 08979773) and Fr. Dr. Charivupurayidathil Cherian John (DIN: 09162940) tendered their resignation w.e.f 1st August, 2023 as a Director of the Company. The Board of Directors places on record its appreciation for his invaluable contributions during their tenure as a Director. Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Fr. Benny Punnoose Mundanatte is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board

recommends his re-appointment.

Pursuant to the provisions of Section 203 of the Act, the appointment of Key Managerial Personnel is not applicable to the company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT- S. 134(3)(ca).

Auditors have not reported any fraud during the year under review.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149- S. 134(3) d

Not Applicable

NOMINATION AND REMUNERATION COMMITTEE- S. 134(3) e

The Company is not covered under rules prescribed under Companies (Meeting of Board and its Powers) Rules 2014. Hence there is no need for constitution of Nomination and Remuneration Committee under Section 178(1) of Companies Act 2013.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIM- ERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS- S. 134(3) f.

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 -S. 134(3) g.

The Company has not given any Loans, guarantees or Investments under Sec 186 of Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SEC 188(1) COMPANIES ACT, 2013 – S. 134(3) h.

During the year under review, the company has not entered into anyt ransactions with its related parties.

TRANSFER TO RESERVES – S. 134(3) j.

Since the company was in loss, no amount wast ransferred to General Reserve Account. The total balance in Reserves and Surplus as on 31-03-2023 stood at Rs. (-)247.54 Lakhs.

DIVIDEND S. 134(3) k.

Considering the Company’s financial performance during the year, the Directors have not recommended payment of any dividend for the financial year ended 31-03-2023.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125(2) of the Companies Act, 2013, no unclaimed or unpaid Dividend relating to the financial year is due for remittance to the Investor Education and Protection Fund established by the Cetnral Government.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT- S. 134(3)l.

No material changes or commitments likely to affect the financial position of the Company having an impact on the functioning and working of the Company has occurred between the end of the financial year to which the financial statements relate and the date of Boards’ Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO- S. 134(3)m.

1. Conservation of energy:

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding conservation of energy and Technology Absorption is not applicable.

1. Technology absorption: NIL
2. Foreign Exchange Inflow and Outgo: There was no foreign exchange inflow or Outflow during the year under

CORPORATE SOCIAL RESPONSIBILTY U/S 135 OF THE COMPANIES ACT, 2013 – S. 134(3)o.

CSR activtiy is not applicable to the company.

ANNUAL EVALUATION–S. 134(3)p.

Not applicable to the company.

COMPOSITION OF AN AUDIT COMMITTEE- S. 177(8)

Company is not required to constitute an audit committee.

REPORT ON VIGIL MECHANISM – S.177(9) & (10)

The company is not required to establish a vigil mechanism.

SHARE CAPITAL

The Company has not issued any Equtiy Shares, Sweat Equtiy Shares, employee Stock option and not called for Buy back of Shares during the current financial year.

MANAGERIAL REMUNERATION

In terms with Rule 5(2) of Companies (Appointment & Remuneration) Rules, 2014, there was no employee who was in receipt of remuneration of Rs. 8.50 Lakhs or more per month or Rs. 102 Lakhs or more per Annum or in excess of that drawn by the Managing Director or Whole Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the Equtiy Shares of the Company during the period under report.

STATUTORY AUDITORS

The Board of Directors of the Company, at its Meeting held on 19th August, 2022, had recommended to the Shareholders the appointment of Jameskutty & Associates (Firm Registration No. 008224S), Chartered Accountants, as the “Statutory Auditors” of the Company, for a term of 5 (Five) years, to hold office from the conclusion of the 17th Annual General Meeting (“AGM”) till the conclusion of the 22nd AGM.

The Shareholders of the company at its 17th AGM held on 23rd September, 2022 had approved the appointment of Jameskutty & Associates, Chartered Accountants (Firm Registration No. 008224S) as the “Statutory Auditors” of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a term of 5 (Five) years, i.e., from the conclusion of the from the conclusion 17th Annual General Meeting (“AGM”) till the conclusion of the 22nd AGM.

The Statutory Auditors’ Report for FY 2022-23 on the financial statement of the Company forms part of this Annual Report.

RULE 8(5)

1. The change in the nature of business, if any; There is no change in the nature of the company’s business during the financial year under
2. The names of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year; The company has no subsidiaries/ joint ventures/
3. The details relating to deposits, covered under Chapter V of the Act- The Company has not accepted any Deposit falling within the purview of Section 73 of the Companies Act, 2013 read with the Rules made there Hence, details as required under Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are not provided.
4. The details of significant and material orders passed by the regulators or courts ort ribunals impacting the going concern status and company’s operations in future; There are no significant orders by Regulators impacting the going concern status of the company and company’s operations in

SAFE & CONDUCIVE WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

COMPLIANCE OF SECRETARIAL STANDARDS

It is hereby declared that the company has followed applicable secretarial standards as prescribed by the Institute of company Secretaries of India (ICSI).

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For Rashtra Deepika News Corporation Private Limited

Sd/- Fr. Benny Punnoose Mundanatte Additional Director

DIN- 06686549

Ernakulam 08-08-2023

Sd/- Fr. Rajan Thomas Additional Director DIN: 10087598

Sd/- Fr. Benny Punnoose Mundanatte Additional Director

DIN- 06686549

Ernakulam 08-08-2023

Sd/- Fr. Rajan Thomas Additional Director DIN: 10087598

To the Members of

INDEPENDENT AUDITORS’ REPORT

Rashtra Deepika News Corporation Private Limited

Report on the Audit of the Financial Statements Opinion

I have audited the financial statements of Rashtra Deepika News Corporation Private Limited (the “Company”), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and, a summary of the significant accounting policies and other explanatory information.

In my opinion and to the best of my information and according to the explanations given to me, the aforesaid financial statements give the information required by the Act 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 as at 31 March 2023, its Loss, and its cash flows for the year ended on that date.

Basis for Opinion

I conducted my audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. My responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of my report. I am 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 my audit of the financial statements under the provisions of the Act and the rules there under, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the Code of Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Other   Information

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report but does not include the financial statements and my auditors’ report thereon.

My opinion on the financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information; I am required to report that fact. I have nothing to report in this regard.

Management’s     Responsibility

The Company’s management and Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit/loss 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 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, management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

My objectives is 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 my 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, I exercise professional judgment and maintain professional skepticism throughout the audit. I 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 my 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 ˜
• 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 Act, I am also responsible for expressing my opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such
• 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 I conclude that a material uncertainty exists, I am required to draw attention in my auditor’s report to the related disclosures in the financial statements, or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going

• 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 achieves fair

I 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 I identify during my audit.

I also provide those charged with governance with a statement that I 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 my independence, and where applicable, related safeguards.

Other   Matter

The company has no branches to be included in the consolidated financial statements, which has been audited by other person other than me.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of section 143(11) of the Act, I give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent
2. As required by Section 143(3) of the Act, I report that:
   1. I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my
   2. In my opinion, proper books of account as required by law have been kept by the Company so far as it appears from my examination of those
   3. The Balance Sheet, the statement of profit and loss and statement of cash flow dealt with by this Report are in agreement with the books of
   4. In my opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the
   5. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the

f ) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

1. In my opinion and according to the information and explanations given to me, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act read with schedule V to the
2. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to me:
3. The Company does not have any pending litigation which would impact on its financial position in its financial statement
4. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable

• There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company

For Jameskutty & Associates Chartered Accountants, Firm No:008224S

Ettumanoor                                                                                        Sd/- Jameskutty Mathew, Proprietor, M. No:205093

10-08-2023                                                                                                                                   23205093BGWUDO5059

Annexure A to the Independent Auditor’s Report of even date on the financial statements of Rashtra Deepika News Corporation Private Limited

The Annexure referred to in the Independent Auditor’s Report to the members of Rashtra Deepika Limited (the “Company”) on the financial statements for the year ended 31st March 2023, I report that:

i.(a)(A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property plant and equipment.

(B) The Company has maintained proper record showing full particulars of intangible assets

• Property plant and equipment have been physically verified by the management during the year and no material discrepancies were identified on such
• The title deeds of all the immovable properties are held in the name of the
• The Company has not revalued its property plant and equipment or intangible assets during the year ended March 31 2023
• There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act 1988 and rules made

ii.(a) The inventory has been physically verified by the management during the Year. In our opinion the frequency of verification by the management is reasonable and the coverage and procedure for such verification is appropriate. Discrepancies of 10% or more in aggregate for each class of inventory were not noticed on such physical verification and confirmation.

(b) The Company does not have any inventory and no working in excess of five crore rupees (at any point of time during the year), in aggregate, from banks or financial institutions on the basis of security of current assets. Accordingly, the provisions of clauses 3(ii) of the Order are not applicable.

• The Company has during the year, not made investments, provided any guarantee or security or granted any loans or advances in the nature of loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the provisions of clauses 3(iii) of the Order are not

1. According to the information and explanation given to us, the Company has no loans, investments, guarantees or security where provisions of section 185 and 186 of the Companies Act, 2013 are to be compiled
2. The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Act and the rules made, thereunder to the extent Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

vi.I have broadly reviewed the books of account maintained by the company pursuant to the rules prescribed by the central Government for maintenance of cost records under section 148(1) of the Act related to the products manufactured by the company and are of the opinion that, prima facia, the specified accounts and records have been made and maintained. We have not however made a detailed Examination of the same.

vii.(a) Undisputed statutory dues including goods and service tax, provident fund, employees’ state insurance, income- tax, duty of customs cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us and based on the audit procedure performed by us Undisputed dues in respect of goods and services tax, provident fund, employees’ state insurance, income-tax, duty of customs, cess and other statutory dues as applicable to the Company which were outstanding at the year-end for a period of more than six months from the date they became payable are NIL

(b)The Company does not have any dues of goods and service tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues which have not been deposited on account of any dispute.

viii.The Company has not surrendered or disclosed any transaction previously unrecorded in the books of account in the tax assessments under the Income Tax Act 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

ix.(a)The Company has not defaulted in repayment of loans and borrowings or in payment of interest thereon to any lender.

• The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
• The Company did not have any term loans outstanding during the year hence the requirement to report on clause3(ix)(c) of the Order is not applicable to the
• On an overall examination of the accompanying standalone financial statements of the Company no funds raised on short term basis have been used for long-term purposes by the Company
• On an overall examination of the accompanying standalone financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its Further the Company does not have any associates or joint ventures.
• The Company has not raised loans during the year on the pledge if securities held in its subsidiaries. Further the Company does not have any associates or joint

x.(a) The Company has not raised any money during the year by way of initial public offer or further public offer (including debt instruments) hence the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company

(b) The Company has not made Preferential Allotment or private placement of shares/fully or partially or optionally convertible debentures during the year under audit and hence the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

xi.(a)No fraud by the Company or no material fraud on the Company has been noticed or reported during the year.

• During the year no report under sub-section (12) of section 143 of the Act has been filed by cost auditor or by us in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the Central
• As represented to us by the management there are no whistle blower complaints received by the Company during the
• The Company is not a Nidhi Company as per the provisions of the Act. Therefore the requirement to report on clause 3(xii)(a) to (c) of the Order is not applicable to the
• Transactions with the related parties are in compliance with section 177and 188 of the Act, and all the details have been disclosed in the notes to the accompanying standalone financial statements as required by the applicable accounting

xiv.(a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report for the period under audit have been considered by us.

1. The Company has not entered into any non-cash transactions with directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

xvi.(a) The provisions of section 45-IA Of the Reserve bank of India act 1934(2 of 1934) are not applicable to the company. Accordingly, the requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company.

• The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause 3(xvi)(b) of the Order is not applicable to the
• The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the
• There is no Core Investment Company as a part of the Group hence the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the
• The Company has incurred cash losses in the current year and in the immediately preceding financial year
• There has been no resignation of the statutory auditors during the year. Accordingly, the requirement to report on clause 3(xviii)(a) of the Order is not applicable to the
• On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of audit report indicating that company is incapable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year

from the balance sheet date, will get discharged by the company as and when they fall due.

1. The provisions of Section 135 towards corporate social responsibility are not applicable on the

Accordingly, the requirement to report on clause 3(xx) of the Order is not applicable to the Company

For Jameskutty & Associates Chartered Accountants, Firm No:008224S

Ettumanoor                                                                                        Sd/- Jameskutty Mathew, Proprietor, M. No:205093

10-08-2023                                                                                                                                   23205093BGWUDO5059

Annexure – B to the Independent Auditor’s Report of even date on the financial statements of Rashtra Deepika News Corporation Private Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the “Act”)

I have audited the internal financial controls over financial reporting Rashtra Deepika News Corporation Private Limited (the “Company”) as of 31 March 2023 in conjunction with my audit of the financial statements of the Company for the year ended on that date.

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 essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (the “ICAI”). These 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 the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.

Auditor’s    responsibility

My responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on my audit. I conducted my audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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 error.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of internal financial controls over financial reporting

A company’s internal 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 company’s internal financial control over financial reporting includes those policies and procedures that

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets 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 expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial

Inherent limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In my opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Jameskutty & Associates Chartered Accountants, Firm No:008224S

Ettumanoor                                                                                        Sd/- Jameskutty Mathew, Proprietor, M. No:205093

10-08-2023                                                                                                                                   23205093BGWUDO5059

RASHTRA DEEPIKA NEWS CORPORATION PVT LTD ERNAKULAM

BALANCE SHEET AS AT 31-03-2023

RASHTRA DEEPIKA NEWS CORPORATION PVT LTD ERNAKULAM

Profit and Loss Statement for the year ended 31-03-2023

III.  Expenses:

Sd/- Fr. Benny Punnoose Mundanatte Additional Director

DIN- 06686549

Ernakulam 08-08-2023

As per my report of even date attached

For M/s.Jameskutty & Associates Chartered Accountants

Firm No:008224S

Sd/- Jameskutty Mathew Proprietor, M. No:205093

Sd/- Fr. Rajan Thomas Additional Director DIN: 10087598

RASHTRA DEEPIKA NEWS CORPORATION PVT LTD ERNAKULAM

Cash Flow Statement

For the Year Ended 31-03-2023

Closing Cash & Bank Balances Includes:

Cash & Cash equivalents                                                                                  –                                       –

Bank Balances                                                                                                   –                                       –

–                                       –

Sd/- Fr. Benny Punnoose Mundanatte Additional Director

DIN- 06686549

Ernakulam 08-08-2023

As per my report of even date attached

For M/s.Jameskutty & Associates Chartered Accountants

Firm No:008224S

Sd/- Jameskutty Mathew Proprietor, M. No:205093

Sd/- Fr. Rajan Thomas Additional Director DIN: 10087598

NOTES FORMING PART OF BALANCE SHEET

1. ACTIVITIES

The RASHTRA DEEPIKA NEWS CORPORATION PVT LTD Limited was incorporated on 12/01/2005.

The company is primarily engaged in the business of Printing and Publishing.

2. ACCOUNTING POLICIES

Significant Accounting Policies

The significant Accounting Policies followed by the company are as stated below:

General

The financial statements are prepared under historical cost convention and in accordance with the applicable accounting standards in India.

Use of Estimates

The preparation of financial statements in conformity with the Generally Accepted Accounting Principles (GAAP) requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statements and reported amount of income and expenses during the period. Actual figures may differ from these estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

Revenue   Recognition

Revenue from sale of goods is recognised at the point of despatch to the customers. Revenue from job work is recognised at the completion of the agreed services.

Inventories and Tools & Spares

Raw materials are valued at cost on FIFO basis. Finished Goods are valued at lower of cost or net realisable value. Cost includes indirect costs. 25% of Tools & Spares are written off to revenue.

Employee   Benefits

1. Short term employee benefits such as salaries, wages, bonus and incentives which fall due within 12 months of the period in which the employee renders the related services which entitles him to avail such benefits are recognised on an undiscounted basis and charged to the profit and loss

1. Defined Contribution Plans – Contributions made to the Recognised Provident Fund & Employee State Insurance Corporation are expensed to the Profit & Loss The Company’s obligation is limited to the amount contributed by it.

Taxes on Income

Taxes on Income are accounted under the Tax Effect Method in accordance with Accounting Standard 22 issued by the Institute of Chartered Accountants of India. Income tax expense comprises current tax and deferred tax charge or credit. The current tax is determined as the amount of the tax payable in respect of the estimated taxable income of the period. The deferred tax credit or charge is recognised using prevailing enacted or substantively enacted tax rates. Where there are unabsorbed depreciation or carry forward losses, deferred tax asset is recognised only if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable certainty realisation in future. Deferred tax assets are reviewed at each Balance of Sheet date based on the developments during the year and available case laws, to reassess realisation/ liabilities.

Provisions, Contingent Liabilities and Contingent Assets

The company creates a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is a possible obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are neither recognised nor disclosed in the financial statements.

shares            holding           shares            holding

List of significant share holders (>5%)

RASHTRA DEEPIKA LIMITED                              500,000                     100%               500,000                 100%

4. RESERVES & SURPLUS

Current Year                    Previous Year

Debit Balance in Profit and Loss A/C

Opening Balance                                                                                  (24,744,395)                       (24,734,395)

Less: Current year Profit                                                                             (10,000)                               (10,000)

Closing Balance                                                                                    (24,754,395)                       (24,744,395)

9. In the opinion of the management , the current assets, loans and advances shall realise the value as shown in the balance sheet, if realised in the normal course of
10. In the opinion of the management , the current assets, loans and advances shall realise the value as shown in the balance sheet, if realised in the normal course of
11. Balance of sundry debtors, creditors, fixed deposits & loans and advances are subject to confirmation/reconciliation.

12. RELATED PARTY DISCLOSURES

The company had transactions with its holding company Rashtra Deepika Limited. The details of the transactions required to be disclosed as per Accounting Standard 18 of the Institute of Chartered Accountants of India are given below.,

1. Rashtra Deepika
2. Related Party is Holding Company
3. The company purchases newsprint and other consumables and getting news and other services from the related
4. Total value of transactions is Nil (Pervious year Rs. Nil)
5. The company is getting newsprint and other consumable items and getting news collected by the holding company. The actual cost of the materials and proportionate share of the cost of news collections and other overheads are paid to the related party
6. No amount has been written off or written back in the period in respect of debts due to the related
7. Amount outstanding to the related party as on the balance sheet

Name of the related party and nature of relationship – Rashtra Deepika Ltd. 100% Holding company

13. Other Expenses include remuneration for statutory audit is nil – (Previous year Nil)
14. Sale of Publications and advertisement revenue shown in the profit & loss account are net of
15. Contingent liabilities: Nil
16. The net deferred tax asset worked out under AS 22 is not recognized as there is no virtual certainty supported by convincing evidence that significant future taxable income will be available against which such deferred tax can be

18. Previous year figures have been regrouped, wherever necessary to suit to the classification adopted in this year.

Sd/- Fr. Benny Punnoose Mundanatte Additional Director

DIN- 06686549

Ernakulam 08-08-2023

As per my report of even date attached

For M/s.Jameskutty & Associates Chartered Accountants

Firm No:008224S

Sd/- Jameskutty Mathew Proprietor, M. No:205093

Sd/- Fr. Rajan Thomas Additional Director DIN: 10087598