Mar 31, 2016
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Picture house Media Limited (herein after referred to "the Company") which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements).
MANAGEMENT''S RESPONSIBILITY 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 financial statements that give a true and fair view of the financial position, financial performance 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, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended. 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; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of 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.
AUDITOR''S RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosure in the financial statements. These procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
In our opinion and to the best of our information and according to the explanations given to us, 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 31st March, 2016, and their Loss, and its cash flows for the year ended on that date.
EMPHASIS OF MATTER
Attention is drawn to the notes to the financial statements with regard to the loans and advance for film finance and Film under-production expenses (WIP). The management is of the view that these items are considered good and realizable in the ordinary course of business. However were unable to determine whether any adjustments to these carrying amounts are necessary and provision for diminution, if any, to be made depends on the future events. Our opinion in respect of these matters is not modified.
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 of India, in terms of sub-section (11) of Section 143 of the Act, 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 appears from our examination of those books.
c. the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.
d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended.
e. on the basis of written representation received from the Directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31st March, 2016, 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 the financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure-B; and
g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i) The Company does not have pending litigations which have impact on its financial statements.
ii) The Company did not have long term contracts including derivative contracts for which there were any material foreseeable losses.
iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE-A TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)
In terms of the information and explanations sought by us and given by the Company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
1. a. The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.
b. The company has physically verified the fixed assets at reasonable intervals and there are no discrepancies noticed on such verification.
c. The company''s fixed assets do not have any immovable properties.
2. The company holds inventory film production in progress - WIP. The physical verification of inventory was conducted at reasonable intervals by the management and there is no material discrepancies noticed on such verification.
3. During the year the company has granted unsecured loans to the subsidiary company, a party covered in the register maintained under section 189 of the Act. The outstanding due as on the balance sheet date is Rs.4,98,56,349/- and the entire amount was provided for.
4. The company has complied with the provisions of section 185 and 186 of the Companies Act in respect of securities and guarantees given.
5. The Company has not accepted deposits from public during this year. Therefore the provision of clause 3 (v) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.
6. The Company has made and maintained the cost records prescribed by the Central Government under sub-section (1) of Section 148 of the Act.
7. a. The Company is depositing, with delays, undisputed statutory dues with appropriate authorities, like Provident Fund, Employee''s State insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess, wherever applicable. There are no undisputed statutory dues outstanding as at 31st March, 2016 for a period of more than six months from the date they become payable.
b. There are no dues of income tax, sales tax, service tax, customs duty, excise duty, value added tax have not been deposited on account of any dispute.
8. The company has not defaulted in repayment of loans or borrowings from financial institutions, bank, government or dues to debenture holders.
9. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). The term loans obtained were applied for the purpose for which those were raised.
10. There are no fraud by the company or any fraud on the company by its officers or employees and hence the provision of clause 3 (x) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.
11. The company has not paid any managerial remuneration and hence the provision of clause 3 (xi) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.
12. The company is not a Nidhi company and hence the provision of clause 3 (xii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.
13. The transactions with the related parties are in compliance with section 177 and 188 of the Act wherever applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.
14. The company has not made any preferential allotment of shares or private placement of shares or convertible debentures during the year and hence the provision of clause 3
(xiv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.
15. The company is not entered into any non-cash transactions with directors or persons connected with them and hence the provision of clause 3 (xv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.
16. The company is not required to be registered under section 45-IA of Reserve Bank of India Act, 1934 and hence the provision of clause 3 (xvi) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company for the year under audit.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") (Referred to in paragraph 2(f) of Report on Other Legal and Regulatory Requirements in our Independent Auditors'' Report of even date)
We have audited the internal financial controls over financial reporting of Picturehouse Media Limited ("the Company") as on 31 March 2016 in conjunction with our 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 issued by the Institute of Chartered Accountants of India (''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 company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
AUDITORS'' RESPONSIBILITY
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 we 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.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system 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 (1) 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 statements.
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.
QUALIFIED OPINION
According to the information and explanations given to us and based on our audit, the following weakness has been identified as at 31st March, 2016. "The Companies internal control system for advance given to film finance, production work-in-progress which could potentially result in existence of uncertainty that may cast doubt about the recoverability or otherwise on some of the items and thereby non provision for the shortfall, if any, as at the balance sheet date could not have been established"
A material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual financial statements will not be prevented or detected on a timely basis.
In our opinion, except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, 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.
We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2016 standalone financial statements of the Company, and the material weaknesses does not affect our opinion on the standalone financial statements of the Company.
By order of the Board of Directors
for PICTUREHOUSE MEDIA LIMITED
Sd/-
Date: August 17, 2016
Place: Chennai Company Secretary
Mar 31, 2015
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of
Picturehouse Media Limited [the Company] which comprise the Balance
Sheet as at 31st March, 2015, the Statement of Profit and Loss, the
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information. [the
Financial Statements]
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance 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, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; the
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the
design, implementation and maintenance of 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.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. We conducted our
audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply with
the ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosure in the financial statements. These
procedures selected depend on the auditor's judgment, including the
assessment of the risk of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Board of Directors,
as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence obtained by us is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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 31st March, 2015, and its Loss, and its cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
1 As required by the Companies (Auditor's Report) Order, 2015 ( the
Order), issued by the Central Government of India, in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure 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 appears from our examination of
those books.
c. the Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
relevant books of account.
d. in our opinion, the aforesaid 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 written representation received from the Directors
as on 31st March, 2015 taken on record by the Board of Directors, none
of the directors of the Company is disqualified as on 31st March, 2015,
from being appointed as a director in terms of section 164(2) of the
Act;
f. With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and
Auditor's) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
1. The Company does not have any pending litigations which would
impact its financial position.
2. The Company did not have any long term contracts including
derivative contracts for which there were any material forseeable
losses.
3. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
ANNEXURE TO INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1 of Report on Other Legal and Regulatory
Requirements in our Independent Auditors' Report of even date)
1 a. In our opinion and according to the information and explanations
given to us, the Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. As per the information and explanations provided to us, the Company
has physically verified the fixed assets during this year and there is
no material discrepancies noticed on such verification.
2 a. According to the information and explanations given to us, the
management has conducted physical verification of inventory (Film
Production in Progress  WIP) at reasonable intervals.
b. According to the information and explanations given to us the
procedures of physical verification of inventory (Film Production in
Progress  WIP) followed by the management is reasonable and adequate
in relation to the size of the Company and nature of its business.
c. According to the information and explanation given to us the
Company is maintaining proper records of inventory (Film Production in
Progress-WIP) and there are no material discrepancies noticed on
physical verification.
3 According to the information and explanations given to us, the
Company has granted, unsecured loans to subsidiary Company  PVP
Cinemas Pvt Ltd during earlier years, the party covered in the register
maintained under section 189 of the Act. It is informed that these
advances are recoverable on demand, however the entire amount of
Rs.4,97,92,099/- has been provided for. The overdue amount, receipt of
principal amount and the interest are not applicable.
4 In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business, for
purchases of inventory and fixed assets and for sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal controls
systems.
5 In our opinion and according to the information and explanation given
to us, the Company has not accepted deposits from public during this
year. Therefore the provisions of section 73 to 76 and relevant rules
framed thereunder and any contravention of these provisions for the
year under audit are not applicable.
6 As per the information and explanations given to us, we are of the
opinion that the Company has made and maintained the cost records
pursuant to the Rules made by the Central Government under sub-section
(1) of Section 148 of the Act.
7 a. According to the information and explanation given to us, the
Company is depositing undisputed statutory dues with appropriate
authorities, like Provident Fund, Employee's State insurance,
Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise
Duty, Value Added Tax, Cess, wherever applicable, except few delays in
depositing Income Tax TDS. There are no undisputed Statutory
outstanding dues as at 31st March, 2015 for a period of more than six
months from the date they become payable.
b. According to the information and explanation given to us, there are
no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty, Value Added Tax, Cess which have not been deposited
on account of any dispute.
c. According to the information and explanation given to us, there are
no amount required to the transferred to investor education and
protection fund in accordance with the provisions of the Act.
8 In our opinion and according to the information and explanation given
to us there are no accumulated losses as at the end of the financial.
The Company has not incurred cash losses during the financial year
covered by our audit and the immediately preceding financial year.
9 In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to the
financial institutions or banks or debenture holders.
10 In our opinion and according to the information and explanation
given to us, the Company has given corporate guarantee for loans taken
by its subsidiary from the Banks and the terms and conditions whereof
are not prejudicial to the interest of the Company.
11 In our opinion and according to the information and explanation
given to us, the term loans borrowed by the Company were applied for
the purpose for which the loans were obtained.
12 According to the information and explanation given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
Date May 29, 2015 For M/S CNGSN & Associates LLP
Camp Hyderabad Chartered Accountants
Firm Registration No: 004915S
Sd/-
R. Thirumalmarugan
Partner
Membership No: 200102
Mar 31, 2014
We have audited the accompanying financial statements of Picturehouse
Media Limited (the Company), which comprises the Balance Sheet as at
March, 31 2014 and the Statement of Profit and Loss and Cash flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (the Act). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and fair presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. we conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with the
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosure in the financial statements. These procedures
selected depend on the auditor''s judgment, including the assessment of
the risk of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessment, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the efectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by the management, as well as evaluating the overall
presentation of the financial statements.
we believe that the audit evidence we have obtained is sufcient and
appropriate to provide a basis for audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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:
a) In the case of the Balance Sheet, of the State of Afairs of the
Company as at March, 31, 2014;
b) In the case of Statement of Profit and Loss, of the PROfIT for the
year ended on that date; and
c) In the case of Cash flow Statement, of the Cash flows for the year
ended on that date
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ( the
Order), as amended, issued by the Central Government of India, in terms
of sub-section (4A) of Section 227 of the Act, we give in the Annexure,
a statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that
a. we have 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 appears from our examination of those
books;
c. the Balance Sheet, Statement of Profit and Loss, and the Cash flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash flow statement comply with the accounting standards referred to
sub-section (3C) of Section 211 of the Act;
e. on the basis of written representation received from the Directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director, in terms of clause (g) of sub-section (1) of
section 274 of the Act;
f. since the Central Government has not issued any notifcation as to
the rate at which the cess is to be paid under section 441A of the Act,
nor has it issued any Rules under the said section, prescribing the
manner in which such cess is to be paid, no cess is due and payable by
the Company.
ANNEXURE TO INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 of Report on Other Legal and Regulatory
Requirements in our Independent Auditors'' Report of even date)
1. a. In our opinion and according to the information and explanations
given to us, the company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. As per the information and explanations provided to us, the company
has physically verifed the fixed assets during this year and there is no
material discrepancies noticed on such verifcation.
c. As per the information and explanation provided to us, substantial
part of fixed assets have not been disposed of during the year, which
afects the going concern.
2. a. According to the information and explanations given to us, the
management has conducted physical verifcation of inventory (film
Production in Progress - wIP) at reasonable intervals.
b. According to the information and explanations given to us the
procedures of physical verifcation of inventory (film Production in
Progress - wIP) followed by the management is reasonable and adequate
in relation to the size of the company and nature of its business.
c. According to the information and explanation given to us the
company is maintaining proper records of inventory (film Production in
Progress - wIP) and there are no material discrepancies were noticed on
physical verifcation.
3. a. According to the information and explanations given to us, the
Company has granted, unsecured loans to subsidiary company- PVP Cinema
Pvt Ltd a during earlier years, a party covered in the register
maintained under section 301 of the Companies Act, 1956. It is
informed that these advances are recoverable on demand however the
entire amount of Rs.4,76,07,548/-has been provided for. During the year
the company has advanced a sum of Rs.42,17,762/- to the other
Subsidiary company, Picturehouse Media Private Limited, Singapore,
which is repayable on demand. The rate of interest, terms and
conditions of loans, receipt of principal and overdue amounts are not
applicable.
b. According to the information and explanations given to us, the
Company has not taken unsecured loans from the parties covered in the
register maintained under section 301 of the Act.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business, for
purchases of inventory and fixed assets and for sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal controls
systems.
5. a. According to the information and explanations given to us, the
particulars of contracts or
arrangements entered into during this year which are required to be
entered in the register maintained under section 301 of the Companies
Act have been entered in the said register.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements have been made at prices which are reasonable having
regard to prevailing market prices at the relevant time.
6. In our opinion and according to the information and explanation
given to us the Company has not accepted deposits from public during
this year. Therefore the provisions of section 58A, 58AA of the Act and
any contravention of these provisions for the year under audit are not
applicable.
7. The Company has an internal audit system to commensurate with its
size and nature of its business.
8. As per the information and explanations given to us, we are of the
opinion that the Company has made and maintained the cost records
pursuant to the Rules made by the Central Government under clause (d)
of sub-section (1) of Section 209 of the Companies Act, 1956.
9. a. According to the information and explanation given to us, the
Company is depositing
undisputed statutory dues with appropriate authorities, like Provident
fund, Investor Education and Protection fund, Employee''s State
insurance, Income-tax, Sales-tax, wealth- tax, Service tax, Customs
Duty, Excise Duty, Cess, wherever applicable, except few delays in
depositing, Income Tax TDS and Service Tax on reverse charge
remittances. There are no undisputed Statutory outstanding dues as at
the 31st March, 2014 for a period of more than six months from the date
they become payable.
b. According to the information and explanation given to us, there are
no dues of Income Tax, Sales Tax, wealth Tax, Service Tax, Customs
Duty, Excise Duty, Cess which have not been deposited on account of any
dispute.
10. There are no accumulated loss of the Company as at the year end.
The company has not incurred cash losses during the financial year
covered by our audit and during immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment money borrowed
from banks.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted loans and advances on the
basis of securities by way of pledge of shares, debentures and other
securities.
13. In our opinion and according to the information and explanation
given to us the Company is not a chit fund or a nidhi / mutual benefit
fund / society. Therefore, the provision of clause 4 (xiii) of the
Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable
to the Company.
14. In our opinion and according to the information and explanation
given to us the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (Auditor''s Report)
(Amendment) Order, 2004 are not applicable to the Company.
15. In our opinion and according to the information and explanation
given to us, the Company has given corporate guarantee for loans taken
by subsidiary company from banks and the terms and conditions whereof
are not prejudicial to the interest of the company.
16. In our opinion and according to the information and explanation
given to us, the term from the Banks were applied for the purpose for
which the loans were obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that the no funds raised on short-term basis have been used for
long-term investment.
18. According to the information and explanation given to us the
Company has not made any preferential allotment of shares during the
year.
19. According to the information and explanation given to us, the
Company has not issued any secured debentures during the year and
creation of security for issue of debenture does not arise.
20. According to the information and explanation given to us, the
Company has not raised money by public issue during the year and
disclosure of end use of public issue does not arise.
21. According to the information and explanation given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
for M/s CNGSN & ASSOCIATES
ChARTERED ACCOUNTANTS
firm Registration No: 004915S
Date : May 28, 2014
Place : hyderabad Sd/-
R. ThIRUMALMARUGAN
Partner
Membership No: 200102
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Picture house
Media Limited (the Company), which comprises the Balance Sheet as at
March 31, 2013 and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements Management is
responsible for the preparation of these financial statements that give
a true and fair view of the financial position, financial performance
and cash flows of the Company in accordance with the Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 (the Act). This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and fair presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with the
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosure in the financial statements. These
procedures selected depend on the auditor''s judgment, including the
assessment of the risk of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessment, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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:
a) In the case of the Balance Sheet, of the State of Affairs of the
Company as at March 31, 2013;
b) In the case of Statement of Profit and Loss, of the PROFIT for the
year ended on that date; and
c) In the case of Cash Flow Statement, of the Cash Flows for the year
ended on that date
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (the
Order), as amended, issued by the Central Government of India, in terms
of sub-section (4A) of Section 227 of the Act, we give in the Annexure,
a statement on the matters specified in paragraphs 4 and 5 of the
Order.
2. As required by section 227(3) of the Act, we report that
a. We have obtained all the in formation 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 appears from our examination of those
books;
c. the Balance Sheet, Statement of Profit and Loss, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow statement comply with the accounting standards referred
to sub-section (3C) of Section 211 of the Act;
e. on the basis of written representation received from the Directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director, in terms of clause (g) of sub-section (1) of
section 274 of the Act ;
f. since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the Act,
nor has it issued any Rules under the said section, prescribing the
manner in which such cess is to be paid, no cess is due and payable by
the Company.
(Referred to in paragraph 1 of Report on Other Legal and Regulatory
Requirements in our Independent Auditors'' Report of even date)
1. a. In our opinion and according to the information and explanations
given to us, the Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. As per the information and explanations provided to us, the Company
has physically verified the fixed assets during this year and there is
no material discrepancies noticed on such verification.
c. As per the information and explanation provided to us, substantial
part of fixed assets have not been disposed off during the year, which
affects the going concern.
2. a. According to the information and explanations given to us, the
management has conducted physical verification of inventory (Film
Production in Progress - WIP) at reasonable intervals.
b. According to the information and explanations given to us the
procedures of physical verification of inventory (Film Production in
Progress - WIP) followed by the management is reasonable and adequate
in relation to the size of the Company and nature of its business.
c. According to the information and explanation given to us the
Company is maintaining proper records of inventory (Film Production in
Progress - WIP) and there are no material discrepancies were noticed on
physical verification.
3. a. According to the information and explanations given to us, the
Company has granted, unsecured loans to subsidiary company- PVP Cinema
Pvt Ltd during earlier years, a party covered in the register
maintained under section 301 of the Companies Act, 1956. It is informed
that these advances are recoverable on demand, and the entire amount of
Rs. 4,75,94,812/- has been provided for. During the year the Company has
advanced a sum of Rs. 1,04,392/- to the other Subsidiary company, PVP
Capital Limited, which is repayable on demand. The rate of interest,
terms and conditions of loans, receipt of principal and overdue amounts
are not applicable.
b. According to the information and explanations given to us, the
Company has not taken unsecured loans from the parties covered in the
register maintained under section 301 of the Act.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business, for
purchases of inventory and fixed assets and for sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal controls
systems.
5. According to the information and explanations given to us, there
are no contracts or arrangements entered into during this year which
are required to be entered in the register maintained under section 301
of the Companies Act.
6. In our opinion and according to the information and explanation
given to us the Company has not accepted deposits from public during
this year. Therefore the provisions of section 58A, 58AA of the Act and
any contravention of these provisions for the year under audit are not
applicable.
7. The Company has an internal audit system to commensurate with its
size and nature of its business.
8. As per the information and explanations given to us, we are of the
opinion that the Company has made and maintained the cost records
pursuant to the Rules made by the Central Government under clause (d)
of sub-section (1) of Section 209 of the Companies Act, 1956.
9. a. According to the information and explanation given to us, the
Company is depositing undisputed statutory dues with appropriate
authorities, like Provident Fund, Investor Education and Protection
Fund, Employee''s State insurance, Income-tax, Sales-tax, Wealth-tax,
Service tax, Customs Duty, Excise Duty, Cess, wherever applicable,
except few delays in depositing, PF, Income Tax TDS and Service Tax on
reverse charge remittances. There are no undisputed Statutory
outstanding dues as at the 31st March, 2013 for a period of more than
six months from the date they become payable.
b. According to the information and explanation given to us, there are
no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty, Cess which have not been deposited on account of any
dispute.
10. There are no accumulated loss of the Company as at the year end.
The Company has not incurred cash losses during the financial year
covered by our audit and during immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us, the Company has not borrowed any money from financial
institutions or banks or debenture holders during the year and default
in repayment does not arise.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted loans and advances on the
basis of securities by way of pledge of shares, debentures and other
securities.
13. In our opinion and according to the information and explanation
given to us the Company is not a chit fund or a nidhi / mutual benefit
fund / society. Therefore, the provision of clause 4(xiii) of the
Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable
to the Company.
14. In our opinion and according to the information and explanation
given to us the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (Auditor''s Report)
(Amendment) Order, 2004 are not applicable to the Company.
15. In our opinion and according to the information and explanation
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
16. In our opinion and according to the information and explanation
given to us, the Company has not obtained any term loans during the
year.
17. According to the information and explanations given to us and on an
overall examination of the balance sheet of the Company, we report that
the no funds raised on short-term basis have been used for long-term
investment.
18. According to the information and explanation given to us the
Company has made any preferential allotment of shares during the year.
19. According to the information and explanation given to us, the
Company has not issued any secured debentures during the year and
creation of security for issue of debenture does not arise.
20. According to the information and explanation given to us, the
Company has not raised money by public issue during the year and
disclosure of end use of public issue does not arise.
21. According to the information and explanation given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
for M/s CNGSN & ASSOCIATES
Chartered Accountants
Firm Registration No: 004915S
Sd/-
R. Thirumalmarugan
Camp: Hyderabad Partner
Date: 27th May, 2013 Membership No: 200102
Mar 31, 2012
1. We have audited the attached Balance Sheet of Picturehouse Media
Limited as at 31st March 2012, the Statement of Profit and Loss and also
the Cash Flow Statement for the year ended on that date annexed there
to. These Financial statements are the responsibility of the Company's
management Our responsibility is to express an opinion on these
financial statements based on our audit
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes, examining on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditors' Report)(Amendment) Order,
2004 issued by the Central Government of India in terms of sub- sedion
(4A) of sedion 227 of the Companies Ad, 1956, we give in the Annexure,
a statement on the matters specified in paragraphs 4 and 5 of the said
order.
4. Further to our comments in the Annexure referred to above, we
report that:
a) We have obtained all 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 appears from our examination of such
books;
c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the Books of
Account;
d) In our opinion the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt by this report, comply with the
Accounting Standards referred to in Sub-sedion (3C) of Sedion 211 of
the Companies Ad, 1956.
e) On the basis of written representation received from the Diredors,
and taken on records by the Board of Directors, we report that, none of
the Diredors are disqualified as on 31/03/2012 from being appointed as
a Diredor in terms of clause (g) of sub-section (1) of section 274 of
the Companies Ad, 1956.
f) Attention is drawn to the following material matters:
a) Note 12 in notes to the accounts with regard to the doubtful long
term loans and advances given to Subsidiary Company of Rs. 452.7 7 lakhs
and provision made for entire amount in earlier years. Note 14 in
notes to the accounts with regard to the unsecured loans and advances
to the Subsidiary Company f 38.83 lakhs, the company has since
recovered a sum of Rs. 7 8.29 lakhs and on the balance of Rs. 20.54 lakhs
we are not expressing any opinion as to the recoverability or
otherwise.
b) Note 12 and 14 in notes to the accounts with regard to the advances
for film finance. In the absence of materials, we are unable to express
any opinion with regard to the recoverability or otherwise, for a sum
of Rs. 7 029.98 lakhs included in these advances.
g) In our opinion and to the best of our information and according to
the explanations given to us, subject to the effect on the financial
statement on the matters referred to in the preceding paragraph, the
said accounts read with the accounting policies and notes thereon give
the information required by the Companies Act, 1956 in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
i. In the case of Balance Sheet, of the State of Affairs of the
Company as at 31s' March 2012,
ii. In the case of Statement of Profit and Loss, of the PROFIT of the
Company for the year ended on that date; and iii. In the case of Cash
Flow Statement, of the Cash Flows for the year ended on that date.
ANNEXURE TO AUDITORS REPORT
(Referred to in Paragraph 3 of our Report of even date)
1. a. In our opinion and according to the
information and explanations given to us, the company has maintained
proper records showing full particulars, including quantitative details
and situation of fixed assets.
b. As per the information and explanations provided to us, the company
has physically verified the fixed assets during this year and there is
no material discrepancies noticed on such verification.
c. As per the information and explanation provided to us, substantial
part of fixed assets have not been disposed off during the year, which
affects the going concern.
2. There are no inventory and hence the provision of clause 4 (ii) of
the Companies (Auditor's Report) (Amendment) Order, 2004 are not
applicable to the Company.
3. a. According to the information and explanations given to us, the
Company has granted, unsecured loans to subsidiary company- PVP Cinema
Pvt Ltd during earlier years, a party covered in the register
maintained under section 301 of the Companies Act, 1956. It is informed
that these advances are recoverable on demand. The outstanding as on
the balance sheet date is Rs. 452.11 lakhs, shown as doubtful and
provided for, and Rs. 38.83 lakhs shown as Unsecured. The rate of
interest, terms and conditions of loans, receipt of principal and
overdue amounts are not applicable.
b. According to the information and explanations given to us, the
Company has taken unsecured loans from a company covered in the
register maintained under section 301 of the Act. The amount involved
is Rs. 2800.14 lakhs which was immediately repaid in full with interest.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business, for
purchases of inventory and fixed assets and for sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal controls
systems.
5. According to the information and explanations given to us, there
are no contracts or arrangements entered into during this year which
are required to be entered in the register maintained under section 301
of the Companies Act.
6. In our opinion and according to the information and explanation
given to us the Company has not accepted deposits from public during
this year. Therefore the provisions of section 58A, 58AA of the Act
and any contravention of these provisions for the year under audit are
not applicable.
7. The Company has an internal audit system to commensurate with its
size and nature of its business.
8. As perthe information and explanation given to us the maintenance
of cost records has not been prescribed by the Central Government under
clause (d) of sub-section (1) of section 209 of the Act.
9. a. According to the information and explanation given to us, the
Company is depositing undisputed statutory dues with appropriate
authorities, like Provident Fund, Investor Education and Protection
Fund, Employee's State insurance, Income-tax, Sales-tax, Wealth-tax,
Service tax, Customs Duty, Excise Duty, Cess, wherever applicable,
except few delays in depositing TDS remittances. There are no
undisputed Statutory outstanding dues as at the 31st March, 2012 for a
period of more than six months from the date they become payable.
b. According to the information and explanation given to us, there are
no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty, Cess which have not been deposited on account of any
dispute.
10. There are no accumulated loss of the Company as at the year end.
The company has not incurred cash losses during the financial year
covered by our audit and during immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us, the Company has not borrowed any money from financial
institutions or banks or debenture holders during the year and default
in repayment does not arise.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted loans and advances on the
basis of securities by way of pledge of shares, debentures and other
securities.
13. In our opinion and according to the information and explanation
given to us the Company is not a chit fund or a nidhi / mutual benefit
fund / society. Therefore, the provision of clause 4 (xiii) of the
Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable
to the Company.
14. In our opinion and according to the information and explanation
given to us the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (Auditor's Report)
(Amendment) Order, 2004 are not applicable to the Company.
15. In our opinion and according to the information and explanation
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
16. In our opinion and according to the information and explanation
given to us, the Company has not obtained any term loans during the
year.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that the no funds raised on short-term basis have been used for
long-term investment.
18. According to the information and explanation given to us the
Company has made allotment of equity by conversion of preferences
shares during the year to the parties covered in the register
maintained under section 301 of the Act and the price at which these
shares have been converted is not prejudicial to the interest of the
company.
19. According to the information and explanation given to us, the
Company has not issued any secured debentures during the year and
creation of security for issue of debenture does not arise.
20. According to the information and explanation given to us, the
Company has not raised money by public issue during the year and
disclosure of end use of public issue does not arise.
21. According to the information and explanation given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
For M/s CNGSN & ASSOCIATES
CHARTERED ACCOUNTANTS
R.THIRUMALMARUGAN
PARTNER
Membership No.200102
Firm Registration No. 004915S
Place: Chennai
Date: 30th May, 2012
Mar 31, 2010
1. We have audited the attached Balance Sheet of TELEPHOTO
ENTERTAINMENTS LTD, KRM Centre, 9th Floor, Door No. 2, Harrington Road,
Chetpet, Chennai -600031 as at 31st March 2010, the Profit and Loss
Account and also the Cash Flow Statement for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the companys management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing
standardsgenerally accepted in India. Those Standards require that we
plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Attention is invited to Note No 1(C) in Schedule J (Notes on
Accounts) The Company has been incurring cash losses for the past 4
years as there is no significant business income to meet the operating
and administration expenses. The Company has no fixed assets and has
had no business operations over the past four years. As on the 31st
March 2010 the Companys current liabilities exceeded its total assets
by Rs 6.76 lacs. The company has given interest free loan to the extent
of Rs 452.11 lacs to 100% subsidiary company PVP Screens Private
limited (Formerly AGS Properties Development India Private Limited).
The subsidiary has a negative net worth and does not have any income
earning assets. The Companys ability to continue as a going concern
depends on future business options and financial support from the
holding company. These conditions, indicate the
existence of a material uncertainty that may cast significant doubt
about the Companys ability to continue as a going concern.
5. Further to our comments in paragraph 4 and the Annexure referred to
in paragraph 3 above, we report that:
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(ii) In our opinion, proper books of account as required by law have
been kept by the company, so far as appears from our examination of the
books.
(iii) The balance sheet, profit and loss account and cash flow
statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the balance sheet, profit and loss account and
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.
(v) On the basis of written representations received from the
directors, as on 31st March 2010 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March 2010 from being appointed as a director of the Company in
terms of clause (g) of sub-section (1) of section 274 of the Companies
Act, 1956;
(v) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
(a) In the case of the balance sheet, of the state of affairs of the
Company as at 31st March, 2010;
(b) In the case of the profit and loss account, of the loss of the
Company for the year ended on that date; and
(c) In the case of the cash flow statement, of the cash flows for the
year ended on that date
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT TO THE
MEMBERS OF TELEPHOTO ENTERTAINMENTS LTD ON THE ACCOUNTS FOR THE YEAR
ENDED 31ST MARCH 2010
(i) The Company does not have any fixed assets and hence clause (i) of
this order is not applicable.
(ii) The Company does not have any physical inventory and hence clause
(ii) of this order is not applicable
(iii)
(a) The Company has granted unsecured interest free loans to one
company covered in the register maintained under section 301 of the
Act. The maximum amount involved during the year and the yearend
balance of such loans aggregates to Rs.452.11 lacs and Rs.452.11 lacs
respectively. In our opinion since such loans were granted without any
stipulations as regards repayment of principal or interest, commenting
on whether the rate of interest, repayment terms are prima facie
prejudicial to the interest of the company and whether they are overdue
does not arise.
(b) The Company has taken an unsecured loan; from another company
covered in the Register maintained under section 301 of the companies
Act 1956. The maximum amount involved during the year and the yearend
balance of such loans aggregates to Rs.2.03 lacs and Rs.2.03 lacs
respectively. The loan taken is interest free. Since there are no
stipulations as regards repayment of principal, commenting on repayment
of such amount due does not arise.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to the purchase of inventory, fixed assets and purchase and sale of
goods and services. On the basis of our examination and according to
the information and explanations given to us, there is no continuing
failure to correct major weaknesses in the aforesaid internal control
system.
(v)
(a) Based on the audit procedures applied by us
and according to the information and explanations provided by the
management, we are of the opinion that there are no contracts or
arrangements that need to be entered into the register maintained under
section 301 of the Companies Act, 1956.
(b) According to the information and explanations given to us, there
are no transactions entered in the Register pertaining to such
contracts or arrangements exceeding the value of five lakh rupees.
(vi) The Company has not accepted any deposits from the public within
the meaning of section 58A and 58AA of the Act and the rules made there
under.
(vii) In our opinion, the Company does not have an internal audit
system.
(viii) The Company is not required to maintain cost records prescribed
by the Central Government under clause (d) of sub-section (1) of
section 209 of the Act.
(ix)
(a) According to the information and explanations given to us and the
records of the Company examined by us, the Company has generally been
regular in depositing undisputed statutory dues including, income-tax,
sales tax, service tax, cess and other material statutory dues
applicable to it with the appropriate authorities except for minor
delays in depositing Tax deducted at source and Fringe Benefit Tax.
Statutory dues in respect of provident fund, customs duty, excise duty,
investor education and protection fund and employees state insurance
are not applicable to the Company.
(b) According to the information and explanation given to us and the
records of the Company examined by us, no undisputed amounts payable in
respect of Income Tax, Service Tax, and cess were in arrears, as at
31st March 2010 for a period of more than six months from the date they
became payable.
(c) There are no dues of Income Tax, Salex Tax, Service Tax and Cess
that have not been deposited on account of any dispute.
(x) The Company has been registered for a period of not less five
years. Its accumulated losses at the end of the financial year are not
less than fifty percent of its net worth and it
has incurred cash losses in the current year and the immediately
preceding financial year also.
(xi) Based on our audit procedure and as per the information and
explanations given by the management, the Company has no dues to any
financial institutions, banks or debenture holders and hence the
question of default in repayment does not arise.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities, accordingly paragraph 4 (xii) of the Order is not
applicable.
(xiii) The Company is not a chit fund / nidhi / mutual benefit fund /
society to which the provisions of special statute relating to chit
fund etc., are applicable, accordingly paragraph 4 (xiii) of the Order
is not applicable.
(xiv) According to the information and explanation given to us and the
records of the Company examined by us, the Company is not dealing or
trading in shares, securities, debentures and other investments,
paragraph 4 (xiv) of the Order is not applicable.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee during the year for loans taken by
others from banks or financial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, the Company has not taken any term loan during the year
and hence paragraph 4 (xvi) of the Order is not applicable.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that, during the year, short-term funds have not been used to finance
long-term investments.
(xviii) The Company has not made any preferential allotment of shares
to parties covered in the Register maintained under Section 301 of the
Companies Act 1956 during the year.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not made any public issue during the year.
(xxi) Based upon the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the year ended 31st
March 2010.
For PKF Sridhar & Santhanam
Chartered Accountants
Firm Registration No 003990S
V.Kothandaraman
Partner
Membership No.: 25973
Place: Chennai
Date: 30th July 2010