Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Shemaroo Entertainment Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âstandalone financial statementsâ).
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant Rules issued thereunder.
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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs 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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone 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 Companyâs Directors, as well as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained 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 including the Ind AS, of the state of affairs of the Company as at 31st March, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we enclose in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.
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 purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with relevant rule issued thereunder;
(e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31sâ March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ.
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note 31.5 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) As explained to us, these fixed assets have been physically verified by the management at regular intervals and no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and based on our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) As per the information and explanations given to us, the physical verification of inventory has been conducted at reasonable intervals by the management and there were no material discrepancies noticed on such physical verification.
(iii) The Company has granted unsecured interest bearing loans to its subsidiary companies which are covered in the register maintained under section 189 of the Companies Act, 2013.
(a) The terms and conditions of the grant of such loans are not prejudicial to the Companyâs interest;
(b) The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii) (b) and (c) of the Order is not applicable to the Company in respect of receipt/recovery of the principal and interest;
(iv) According to the information and explanations given to us, the Company has complied with provisions of section 185 and 186 in respect of loans, investments, guarantees, and security given by the Company.
(v) The Company has not accepted deposits and the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the Company.
(vi) The Company is maintaining the cost records as specified by the Central Government under sub - section (1) of Section 148 of the Companies Act.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.
(b) According to information and explanations given to us, tax on the following amounts of income addition has not been deposited by the Company on account of disputes:
Name of the statute |
Nature of Dues |
Amount (in Rs.) |
Period to Which the amount relates |
Forum where dispute is pending |
Income Tax Act |
Income Tax |
1,60,02,229 |
F.Y. 2010-11 |
ITAT |
Customs Act |
Customs Duty |
1,54,64,368 |
F.Y. 2009-10 |
CESTAT |
(viii) The company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.
(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). As per the information and explanations given to us, the term loans were applied for the purposes for which those are raised by the Company.
(x) During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, no material fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.
(xii) The Company is not a Nidhi Company and hence clause3 (xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, all the transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards;
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of subsection 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Shemaroo Entertainment Limited (âthe Companyâ) as at 31st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs 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 âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (the âICAIâ). 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 companyâs 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our 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 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 auditorâs judgement, 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 Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs 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 companyâs 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 companyâs 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.
Opinion
In our 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 31st March, 2018, 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 M.K.Dandeker & Co.,
(ICAI Reg. No. 000679S)
S. Poosaidurai
Partner
Date: 15 May, 2018 Chartered Accountants
Place: Mumbai Membership No. 223754
Mar 31, 2017
INDEPENDENT AUDITORS'' REPORT
TOTHEMEMBERSOFSHEMAROO ENTERTAINMENT LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Shemaroo Entertainment Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
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; 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.
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 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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or 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 Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 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, 2017, and its Profit 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, 2016 issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we enclose in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the said order.
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 purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B".
(g) With respect to 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 our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any 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.
iv. The Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 2.38 to the financial statements.
(I) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) As explained to us, these fixed assets have been physically verified by the management at regular intervals and no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and based on our examination of the records of the Company, the title deeds of immovable properties are held in the name of the company.
(ii) As per the information and explanations given to us, the physical verification of inventory has been conducted at reasonable intervals by the management and there were no material discrepancies noticed on such physical verification.
(iii) The company has granted unsecured interest bearing loans to its subsidiary companies and LLPs which are covered in the register maintained under section 189 of the Companies Act, 2013.
(a) The terms and conditions of the grant of such loans are not prejudicial to the company''s interest;
(b) The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii) (b) and (c) of the Order is not applicable to the Company in respect of receipt/recovery of the principal and interest;
(iv) According to the information and explanations given to us, the Company has complied with provisions of section 185 and 186 in respect of loans, investments, guarantees, and security given by the Company.
(v) The Company has not accepted deposits and the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the Company.
(vi) The Company is maintaining the cost records as specified by the Central Government under sub - section (1) of Section 148 of the Companies Act.
(vii) (a) According to the information and explanations given to
us and on the basis of our examination of the records, the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.
(b) According to information and explanations given to us, tax on the following amounts of income addition have not been deposited by the Company on account of disputes
Name of the statute |
Nature of Dues |
Amount (in?) |
Period to Which the amount relates |
Forum where dispute is pending |
Income Tax Act |
Income Tax |
1,077,790 |
F.Y. 2012-13 |
Com. of I.T.(A) |
Income Tax Act |
Income Tax |
16,002,229 |
F.Y. 2010-11 |
Com. of I.T.(A) |
Customs Act |
Customs Duty |
15,464,368 |
F.Y. 2009-10 |
CESTAT |
(viii) The company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.
(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). As per the information and explanations given to us, the term loans were applied for the purposes for which those are raised by the Company.
(x) During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, no material fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.
(xii) The Company is not a Nidhi Company and hence clause3 (xii) of the Companies (Auditor''s Report) Order 2016 is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, all the transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards;
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Shemaroo Entertainment Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone 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 (the "Guidance Note"). 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.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act, 1934.
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 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 Institute of Chartered Accountants of India. 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'' 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.
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 (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.
Opinion
In our 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 March 31, 2017, 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.
ForM.K.Dandeker & Co.,
(ICAI Reg. No. 000679S)
S.Poosaidurai
Partner
Date:May 9, 2017 Chartered Accountants
Place:Mumbai Membership No. 223754
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Shemaroo Entertainment Limited ('the Company'), which comprise the
balance sheet as at March 31, 2015, the statement of profit and loss
and the cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
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 and presentation 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; 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.
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 ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or 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, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit 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 March 31, 2015 and its profit 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 the paragraph 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
purposes of our audit.
(b) in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;
(c) the balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;
(d) in our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014;
(e) on the basis of the written representations received from the
directors as on March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and
(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 Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note2.37 to the
financial statements;
ii. The Company did not have any 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 to Independent Auditor's Report
The Annexure referred to in our Independent Auditors' Report to the
members of the Company on the standalone financial state- ments for the
year ended March 31, 2015, we report that:
(i) (a) The Company has maintained proper records
showing full particulars, including quantitative details and situation
of fixed assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which fixed assets are verified at periodic intervals.
In accordance with this programme, certain fixed assets were verified
during the year and no material discrepancies were noticed on such
verification. In our opinion, this periodicity of physical verification
is reasonable having regard to the size of the Company and the nature
of its fixed assets.
(ii) (a) As explained to us, inventories have been physically
verified during the period by the management at reasonable intervals.
In our opinion, the frequency of such verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on such
physical verification as compared to the book records.
(iii) The Company has granted interest free loan to its wholly owned
subsidiaries which are covered in the register maintained under section
189 of the Companies Act, 2013 ('the Act').
The terms of arrangements do not stipulate any repayment schedule and
the loans are repayable on demand. Accordingly, paragraph 4(iii)(a)
and (b) of the Order is not applicable to the Company in respect of
receipt/recovery of the principal and interest amount.
(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 purchase of fixed assets, inventory and sale of goods and services.
We have not observed any major weakness in the internal control system
during the course of the audit.
(v) At the beginning of Financial Year the Company had deposits from
the Public in respect of which the Company has complied the provisions
of section 73 to 76 and the relevant provisions of The Companies Act,
2013 and rules framed there under. However, these deposits have been
completely repaid during the financial year and hence as at the end of
the year the Company does not have any deposits within the meaning of
the above mentioned sections and rules framed there under.
(vi) The Central Government of India has not prescribed the maintenance
of cost accounting records under sub-section (1) of section 148 of the
Companies Act, 2013 for any of the services rendered by the Company.
(vii) (a) According to the information and explanations given
to us and on the basis of our examination of the records of the
Company, amounts deducted/ accrued in the books of account in respect
of undisputed statutory dues including provident fund, income tax,
sales tax, wealth tax, service tax, duty of excise, duty of customs,
value added tax, cess and other material statutory dues have been
regularly deposited during the year by the Company with the appropriate
authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees'
state insurance, income tax, sales tax, wealth tax, service tax, duty
of excise, duty of customs, value added tax, cess and other material
statutory dues were in arrears as at March 31, 2015 for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of sales tax, service tax, value added tax, wealth
tax, duty of customs and cess which have not been deposited with the
appropriate authorities on account of any dispute. However, according
to information and explanations given to us, the following dues of
income tax have not been deposited by the Company on account of
disputes:
Name Nature Amount Period to Forum
of the of Dues (in Rs. ) Which the where
statute amount dispute is
relates pending
Income Income 1,077,790 FY 2011-12 Com.of
Tax, Act Tax I.T.(A)
(c) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
(viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year.
(ix) Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to a financial institution or bank
or debenture holders.
(x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions, the terms and conditions whereof is
prejudicial to the interest of the company.
(xi) According to the information and explanations given to us, the
term loans have been applied for the purposes for which they were
raised.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanations
given to us, we have neither come across any instances of material
fraud on or by the Company, noticed or reported during the period, nor
have we been informed of any such case by the management.
For M. K. Dandeker & Co.,
ICAI Reg. No.: 000679S
K. J. Dandeker
Partner
Chartered Accountants
Membership No. 018533
Mumbai
Dated: 6th May, 2015
Mar 31, 2014
We have audited the accompanying fnancial statements of Shemaroo
Entertainment Limited (''the Company''), which comprise the Balance Sheet
as at 31st March, 2014, the Statement of Profit and Loss and the Cash
Flow Statement for the year 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 fnancial
statements that give a true and fair view of the fnancial position,
fnancial 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 presentation of the fnancial 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 fnancial
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
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatements of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the fnancial 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 Management, as
well as evaluating the overall presentation of the fnancial statements.
We believe that the audit evidence we have obtained is suffcient and
appropriate to provide a basis for our audit opinion.
OPINION:
In our opinion and to the best of our information and according to the
explanations given to us, the fnancial 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 31st March, 2014;
b) in the case of the Statement of Profit and Loss, of the Profit 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.
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 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 in
sub-section (3C) of section 211 of the Companies Act, 1956; and
e. on the basis of written representations received from the directors
as on 31st March, 2014, and taken on record by the Board of Directors,
none of the Directors are disqualifed as on 31st March 2014 from being
appointed as a Director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
1. In respect of fxed assets:
a. The Company has maintained proper records showing full particulars,
including quantitative details and situation of fxed assets.
b. The Company has a program for physical verifcation of fxed assets
at periodic intervals. In our opinion, the period of verifcation is
reasonable having regard to the size of the Company and the nature of
its fxed assets. No material discrepancies were noticed on such
physical verifcations.
c. In our opinion, the Company has not disposed off any substantial
part of its fxed assets during the period and the going concern status
of the Company is not affected.
2. In respect of Inventories:
a. As explained to us, inventories have been physically verifed during
the period by the management at reasonable intervals. In our opinion,
the frequency of such verifcation is reasonable.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verifcation of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on such
physical verifcation as compared to the book records.
3. In respect of the loans, secured or unsecured, granted or taken by
the Company to/from companies, frms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
a. The Company has granted unsecured loan to a party covered under the
register maintained u/s 301 of the Companies Act, 1956. The total
amount granted during the period was Rs.147.47 lacs. The maximum amount
involved during the year was Rs.179.57 lacs and the year-end balance of
loan granted to such party was Rs.179.57 lacs.
b. The Company has taken unsecured loans from Four parties covered in
the register maintained under Section 301 of the Companies Act, 1956.
The total amount taken during the year was Rs.304.97 lacs. The maximum
amount involved during the year was Rs.1206.87 lacs and the year-end
balance of loans taken from such parties were Rs.391.20 lacs.
c. In our opinion and according to information and explanations given
to us, the rate of interest and other terms and conditions of the loans
granted/ taken to/from companies, frms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956 are
not, prima facie prejudicial to the interest of the Company.
d. The Company is regular in repaying the principal amounts as
stipulated and has been regular in the payment of interest.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchases of inventory, fxed assets and for the sale
of goods & services. During the course of our audit, we have not
observed any major weakness in the internal control system.
5. In our opinion and according to the information and explanations
given to us,
a. The particulars of all contracts or arrangements referred to in
Section 301 of the Companies Act, 1956 have been entered in the
register required to be maintained under that section.
b. The transactions made in pursuance of contracts or arrangements
entered in the register maintained under Section 301 of the Companies
Act, 1956 and exceeding the value of rupees five lacs in respect of any
party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
6. The Company has accepted deposits from the public and in our
opinion and according to the information & explanations given to us,
the directives issued by the Reserve Bank of India and the provisions
of section 58A and 58AA and the relevant provisions of The Companies
Act, 1956 and rules framed there under, where applicable, have been
complied with.
7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and the nature of its
business.
8. According to the information and explanations given to us, the
Company has made and maintained the cost accounting records, as
prescribed by the Central Government under clause (d) of sub-section
(1) of Section 209 of the Companies Act, 1956 read with The Companies
(Cost Accounting Records) Rules, 2011.
9. Statutory Dues:
a. According to the records of the Company, Provident Fund, Employees
State Insurance, Income tax, Sales tax, Customs Duty, Service Tax,
Excise Duty, Cess and other statutory dues to the extent applicable to
the Company, there have been generally deposited regularly during the
year, with the appropriate authorities with the exception of certain
instances of late remittances of statutory dues noticed towards Income
Tax since remitted.
b. According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax and customs duty were in arrears, as at March 31, 2014
for a period of more than six months from the date they became payable.
10. The Company does not have any accumulated losses at the end of the
fnancial year and has not incurred cash losses in the fnancial year and
in the immediately preceding fnancial year.
11 . Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of any dues to banks or a fnancial
institution.
12. The Company has granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
In our opinion and according to the information and explanations given
to us and based on the information available the Company has maintained
adequate documents and records.
13. In our opinion, the Company is not a chit fund or a nidhi, mutual
benefit fund/society. Therefore, the provisions of clause (xiii) of
paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
14. In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause (xiv) of paragraph 4 of the Companies (Auditors
Report) Order, 2003 are not applicable to the Company.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or fnancial institutions. Therefore, provisions of Clause (xv) of
paragraph 4 of the Companies (Auditor''s report) Order, 2003 are not
applicable to the Company.
16. According to the information and explanations given to us on an
overall basis, the term loans have been applied for the purposes for
which they were raised.
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 funds raised on short term basis during the period have not been
used for long term investments.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act.
19. The Company has not issued any debentures during the year and
therefore, provisions of Clause (xix) of the paragraph 4 of the
Companies (Auditor''s report) Order, 2003 is not applicable to the
Company.
20. The Company is a public limited company. However, being a
non-listed public limited company, provisions of Clause (xx) of
paragraph 4 of the Companies (Auditor''s report) Order, 2003 relating to
the disclosure on the end use of money raised by public issues are not
applicable to the Company.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanation
given to us, we have neither come across any instances of material
fraud on or by the Company, noticed or reported during the period, nor
we have been informed of any such case by the management.
For M. K. Dandeker & Co.
Chartered Accountants
ICAI FRN: 000679S
K. J. Dandeker
Partner
Membership No. 18533
Mumbai
Dated: 29th May, 2014
Mar 31, 2013
We have audited the accompanying financial statements of Shemaroo
Entertainment Limited (''the Company''), which comprise the Balance Sheet
as at 31st March, 2013, the Statement of Profit and Loss and the 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 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
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatements of the financial statements,
whether due to fraud or error. In making those risk assessments, 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 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 our 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 31st March, 2013;
b) in the case of the Statement of Profit and Loss, of the profit 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.
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 277 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 277(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 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 in
sub- section (3C) of section 211 of the Companies Act, 1956; and
e. on the basis of written representations received from the directors
as on 31st March, 2013, and
taken on record by the Board of Directors, none of the Directors are
disqualified as on 31st March 2013 from being appointed as a Director
in terms of clause (g) of sub-section (1) of section 274 of the
Companies Act, 1956.
1) In respect of fixed assets:
a. The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b. The Company has a program for physical verification of fixed assets
at periodic intervals. In our opinion, the period of verification is
reasonable having regard to the size of the Company and the nature of
its fixed assets. No material discrepancies were noticed on such
physical verifications.
c. In our opinion, the Company has not disposed off any substantial
part of its fixed assets during the period and the going concern status
of the Company is not affected.
2) In respect of Inventories:
a. As explained to us, inventories have been physically verified
during the period by the management at reasonable intervals. In our
opinion, the frequency of such verification is reasonable.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on such
physical verification as compared to the book records.
3) In respect of the loans, secured or unsecured, granted or taken by
the Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
a. The Company has not granted loans secured/ unsecured to parties
covered under the register maintained u/s 301.
b. The Company has taken unsecured loans from Ten parties covered in
the register maintained under Section 301 of the Companies Act, 1956.
The total amount taken during the year was
Rs. 1,301.75 lacs. The maximum amount involved during the period was Rs.
1,674.91 lacs and the period-end balance of loans taken from such
parties is Rs. 1,117.20 lacs.
c. In our opinion and according to information and explanations given
to us , the rate of interest and other terms and conditions of the
loans taken from companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956 are
not, prima facie prejudicial to the interest of the Company.
d. The Company is regular in repaying the principal amounts as
stipulated and has been regular in the payment of interest.
4) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchases of inventory, fixed assets and for the sale
of goods& services. During the course of our audit, we have not
observed any major weakness in the internal control system.
5) In our opinion and according to the information and explanations
given to us,
a. The particulars of all contracts or arrangements referred to in
Section 301 of the Companies Act, 1956 have been entered in the
register required to be maintained under that section.
b. The transactions made in pursuance of contracts or arrangements
entered in the register maintained under Section 301 of the Companies
Act, 1956 and exceeding the value of rupees five lacs in respect of any
party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
6) The Company has accepted deposits from the public and in our opinion
and according to the information & explanations given to us, the
directives issued by the Reserve Bank of India and the provisions of
section 58A and 58AA and the relevant provisions of The Companies Act,
1956 and rules framed thereunder, where applicable, have been complied
with.
7) In our opinion, the Company has an internal audit system
commensurate with the size and the nature of its business.
8) According to the information and explanations given to us, the
Company has made and maintained the cost accounting records, as
prescribed by the Central Government under clause (d) of sub-section
(1) of Section 209 of the Companies Act, 1956 read with The Companies
(Cost Accounting Records) Rules, 2011.
9) Statutory Dues
a. According to the records of the Company, the Company is generally
regular in depositing undisputed statutory dues including Provident
Fund, Investor Education and Protection Fund, Employees'' State
Insurance, Income- Tax, Sales Tax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, Cess and any other statutory dues applicable to it
with the appropriate authorities.
b. According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax and customs duty were in arrears, as at March 31, 2013
for a period of more than six months from the date they became payable.
10) The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year.
11) Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of any dues to banks or a financial
institution.
12) In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities.
13) In our opinion, the Company is not a chit fund or a nidhi, mutual
benefit fund/society Therefore, the provisions of clause (xiii) of
paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
14) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause (xiv) of paragraph 4 of the Companies (Auditors
Report) Order, 2003 are not applicable to the Company.
15) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions. Therefore, provisions of Clause (xv)
of paragraph 4 of the Companies (Auditor''s report) Order, 2003 are not
applicable to the Company.
16) According to the information and explanations given to us on an
overall basis, the term loans have been applied for the purposes for
which they were raised.
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
funds raised on short term basis during the period have not been used
for long term investments.
18) The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act.
19) The Company has not issued any debentures during the year and
therefore, provisions of Clause (xix) of the paragraph 4 of the
Companies (Auditor''s report) Order, 2003 is not applicable to the
Company.
20) The Company is a public limited company. However, being a
non-listed public limited company, provisions of Clause (xx) of
paragraph 4 of the Companies (Auditor''s report) Order, 2003 relating to
the disclosure on the end use of money raised by public issues are not
applicable to the Company.
21) In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company, noticed or
reported during the course of our audit.
For M. K. Dandeker & Co.
Chartered Accountants
ICAI FRN: 000679S
K. J. Dandeker
Partner
Membership No. 18533
Mumbai
Dated: June 12, 2013
Mar 31, 2011
We have audited the attached Balance Sheet of SHEMAROO ENTERTAINMENT
LTD. as at 31st March, 2011, the Profit and Loss Account and the Cash
Flow Statement for the financial year ended on that date annexed
thereto. 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.
1. We conducted our audit in accordance with 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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in 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.
2. As required by the Companies (Auditor''s Report) Order, 2003, issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the Companies Act, 1956, and on the basis of such checks
of the books and explanation given to us during the course of the
audit, we enclose in the Annexure statement on the matters specified in
paragraph 4 & 5 of the said order to the extent applicable to the
company.
3. Further to our comments in the Annexure referred to in paragraph
''2'' 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
those 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 & Loss Account and Cash
Flow Statement dealt with by this report comply with the applicable
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956;
v. Based on the representation made by the directors of the Company and
the explanation as made available, the directors of the Company do not
prima-facie have any disqualifications as referred to in clause (g) of
sub-section (1) to section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with
statement on significant accounting policies and the notes thereon give
the information required by the Companies Act, 1956 in the manner so
required, and give a true and fair view;
a. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2011.
b. in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and,
c. in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
1. Fixed Assets:
a. The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.
b. The Company has a program for physical verification of fixed assets
at periodic intervals. In our opinion, the period of verification is
reasonable having regard to the size of the Company and the nature of
its assets.
c. No material discrepancies have been reported on such verification.
The company has not disposed off any substantial part of its fixed
assets so as to affect its going concern status.
2. Inventory:
a. As explained to us, inventories were physically verified during the
year by the management at reasonable intervals.
VIn our opinion the frequency of such
b. The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
c. The Company is maintaining proper records of inventory and we were
informed that the discrepancies noticed on such verification as
compared to the book, records were not material and have been properly
dealt with in the books of accounts.
3. Secured/Unsecured Loans:
a. The company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Act. Hence the sub-clauses (a), (b), (c) and
(d) of the clause 4(iii) of the Companies (Auditors Report) Order, 2003
are not applicable to the company.
b. The company has taken unsecured loans from fourteen firms/parties
covered in the register maintained under section 301 of the Companies
Act, 1956. The total amount taken was Rs. 14,15,00,000. The maximum
amount involved during the year was Rs. 37,36,00,000 and the year-end
balance of loans taken from such parties was Rs. 22,28,50,000.
c. In our opinion, the rate of interest and other terms and conditions
on which loans have been taken from companies, firms or other parties
listed in the register maintained under section 301 of the Companies
Act, 1956 are not, prima facie, prejudicial to the interest of the
company.
d. The company is regular in repaying the principal amounts as
stipulated and has been regular in the payment of interest.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchase of inventory, fixed assets and for the sale
of goods. During the course of our audit, we have not observed any
failure to correct major weakness in the internal control.
5. In our opinion and according to the information and explanations
given to us,
a. the particulars of all contracts or arrangements that need to be
entered into the register maintained under section 301 of the Companies
Act, 1956 have been so entered.
d. The transactions made in pursuance of contracts or arrangements
entered in the register maintained under section 301 of the Companies
Act, 1956 and exceeding the value of rupees five lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public within
the meaning of section 58A and 58AA of the Companies Act, 1956, and the
rules framed there under.
7. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
8. As Informed to us, the maintenance of cost records has not been
prescribed by the Central Government under section 209(1)(d) of the
Companies Act, 1956, in respect of the activities carried on by the
Company.
9. Statutory Dues
a. According to the records of the company, the company is generally
regular in depositing undisputed statutory dues including provident
fund, employees state insurance, investor education and protection
fund, income tax, wealth tax, sales tax, service tax, custom duty, cess
and other statutory dues applicable to it with the appropriate
authorities.
b. According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax and customs duty were in arrears, as at March 31, 2011
for a period of more than six months from the date they became payable.
10. The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred any cash losses during the
financial year covered by our audit or in the immediately preceding
financial year.
11. According to the information and explanations given to us and
based on the documents and records produced to us and examined by us,
the Company has not defaulted in repayment of any dues to banks or a
financial institution as at the balance sheet date.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. In our opinion, the company is not a chit fund or a nidhi, mutual
benefit fund/ society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditor''s Report) Order, 2003 are not applicable to the
company.
14. In our opinion, 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 (Auditors Report) Order,
2003 are not applicable to the company.
15. According to the information and explanations 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 explanations
given to us on an overall basis, the term loans have been applied for
the purposes for which they 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 funds raised on short term basis during the year have not been
used for long term investments.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under section 301 of the Act. However, during the year, the
Company has issued Bonus shares to the existing shareholders in the
ration of 1:9, by capitalization of reserves.
19. The Company has not issued any debentures during the year.
20. The company is a public limited company. However, being a
non-listed public limited company, Clause 4(xx) under CARO (2003)
relating to the disclosure on the end use of money raised by public
issues is not applicable to the company.
21. During the course of our examination of the books and records of
the company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanation
given to us, we have neither come across any instances of material
fraud on or by the company, noticed or reported during the year, nor
have we been informed of any such case by the management.
For GAWANDE & ASSOCIATES
Chartered Accountants
ICAIFRN.:112880W
V.V.RAO
Partner
Membership No. 30916
Mumbai.
Dated: 10th June 2011.
Mar 31, 2010
We have audited the attached Balance Sheet of SHEMAROO ENTERTAINMENT
PVT. LTD. as at 31st March, 2010, the Profit and Loss Account and the
Cash Flow Statement for the financial year ended on that date annexed
thereto. These financial statements are the responsibility of the
companyÂs management. Our responsibility is to express an opinion on
these financial statements based on our audit.
1. We conducted our audit in accordance with 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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in 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.
2. As required by the Companies (AuditorÂs Report ) Order, 2003,
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Companies Act, 1956, and on the basis of such
checks of the books and explanation given to us during the course of
the audit, we enclose in the Annexure statement on the matters
specified in paragraph 4 & 5 of the said order to the extent applicable
to the company.
3. Further to our comments in the Annexure referred to in para graph
''2Â 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
those 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 & 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. Based on the representation made by the directors of the Company and
the explanation as made available, the directors of the Company do not
prima-facie have any disqualifications as referred to in clause (g) of
sub- section (1) to section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with
statement on significant accounting policies and the notes thereon give
the information required by the Companies Act, 1956 in the manner so
required, and give a true and fair view;
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 profit of the
Company for the year ended on that date; and
c. in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to the Report of the Auditors to the Members of SHEMAROO
ENTERTAINMENT PRIVATE LIMITED on the accounts for the year ended 31st
March, 2010 (Referred to in paragraph 2 thereof)
1. Fixed Assets:
a. The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.
b. The Company has a program for physical verification of fixed assets
at periodic intervals. In our opinion, the period of verification is
reasonable having regard to the size of the Company and the nature of
its assets.
c. No material discrepancies have been reported on such verification.
The company has not disposed off any substantial part of its fixed
assets so as to affect its going concern status.
2. Inventory:
a. As explained to us, inventories were physically verified during the
year by the management at reasonable Intervals. In our opinion the
frequency of such verification is reasonable.
b. The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
c. The Company is maintaining proper records of inventory and we were
informed that the discrepancies noticed on such verification as
compared to the book, records were not material and have been properly
dealt with in the books of accounts.
3. Secured/Unsecured Loans:
a. The company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Act. Hence the sub-clauses (a), (b), (c) and
(d) of the clause 4(iii) of the Companies (Auditors Report) Order, 2003
are not applicable to the company.
b. The company has taken unsecured loans from twelve f rms/parties
covered in the register maintained under section 301 of the Companies
Act, 1956. The total amount taken was Rs. 18,76,50,000. The maximum
amount involved during the year was Rs. 18,76,50,000 and the year-end
balance of loans taken from such parties was Rs. 13,31,00,000.
c. In our opinion, the rate of interest and other terms and conditions
on which loans have been taken from companies, firms or other parties
listed in the register maintained under section 301 of the Companies
Act, 1956 are not, prima facie, prejudicial to the interest of the
company.
d. The company is regular in repaying the principal amounts as
stipulated and has been regular in the payment of interest.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchase of inventory, f xed assets and for the sale
of goods. During the course of our audit, we have not observed any
failure to correct major weakness in the internal control.
5. In our opinion and according to the information and explanations
given to us,
a. the particulars of all contracts or arrangements that need to be
entered into the register maintained under section 301 of the Companies
Act, 1956 have been so entered.
b. the transactions made in pursuance of contracts or arrangements
entered in the register maintained under section 301 of the Companies
Act, 1956 and exceeding the value of rupees five lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public within
the meaning of section 58A and 58AA of the Companies Act, 1956, and the
rules framed there under.
7. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
8. As Informed to us, the maintenance of cost records has not been
prescribed by the Central Government under section 209(1)(d) of the
Companies Act, 1956, in respect of the activities carried on by the
Company.
9. Statutory Dues
a. According to the records of the company, the company is generally
regular in depositing undisputed statutory dues including provident
fund, employees state insurance, investor education and protection
fund, income tax, wealth tax, sales tax, service tax, custom duty, cess
and other statutory dues applicable to it with the appropriate
authorities.
b. According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax and customs duty were in arrears, as at March 31, 2010
for a period of more than six months from the date they became
payable..
According to the information and explanations given to us, there are no
dues of income tax, sales tax, service tax, customs duty and excise
duty which have not been deposited on account of any dispute as on
March 31, 2010 except the following:
(Amount in Rs. ''000)
Particulars Period to which Forum where Amount
the amount the dispute is
relates pending
Sales Tax FY 2004-05 Asst. Commissioner 34,239
of Sales Tax
10. In our opinion, the accumulated losses at the end of the f nancial
year of the company are not more than fifty per cent of its net worth.
The company has not incurred any cash losses during the current
financial year; however it has incurred cash losses of Rs. 9,49,46,013
during the immediately preceding financial year.
11. According to the information and explanations given to us and
based on the documents and records produced to us and examined by us,
the Company has not defaulted in repayment of any dues to banks or a
financial institution as at the balance sheet date.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. In our opinion, the company is not a chit fund or a nidhi, mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (AuditorÂs Report) Order, 2003 are not applicable to the
company.
14. In our opinion, 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 (Auditors Report) Order,
2003 are not applicable to the company.
15. According to the information and explanations 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 explanations
given to us on an overall basis, the term loans have been applied for
the purposes for which they 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 funds raised on short term basis during the year have not been
used for long term investments.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under section 301 of the Act.
19. The Company has not issued any debentures during the year.
20. Since the company is a private limited company, the clause
relating to the disclosure on the end use of money raised by public
issues is not applicable to the company.
21. During the course of our examination of the books and records of
the company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanation
given to us, we have neither come across any instances of material
fraud on or by the company, noticed or reported during the year, nor
have we been informed of any such case by the management.
For GAWANDE & ASSOCIATES
Chartered Accountants
ICAI FRN.: 112880W
V.V.RAO
Partner
Membership No. 30916
Mumbai.
Dated: 09th July 2010.