To the Members of 52 WEEKS ENTERTAINMENT LIMITED
Report on the Audit of the Financial Statements
We have audited the financial statements of 52 WEEKS ENTERTAINMENT LIMITED ("theCompany") which comprise the balance sheet as at 31st March 2019 the statement ofProfit and Loss statement of changes in equity and statement of cash flows for the yearthen ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in dia of the state of affairs of the Company as at March31 2019 and profit/ loss changes in equityand its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditors Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.
i. Sale of stake in Subsidiary Four Lions Private Limited
The company was having a subsidiary i.e. Four Lions Films Pvt. Ltd ("theSubsidiary") and the subsidiary was engaged in the business of motion pictures TVcontent Radio and other entertainment activities for the masses. Company has sold out itsentire stake during the financial year.
Our audit procedures included understanding and evaluating processes and controlsdesigned and implemented by the management for assessment of said transaction and testingtheir operating effectiveness; obtaining the list of documents and communicationsinspecting the supporting evidence the prevailing market valuation as per the Valuationreports submitted to us and critically assessing managements evaluation throughdiscussions with management on the said transaction.
In light of the above we did not identify any material exceptions as a result of aboveprocedures.
Responsibilities of Management and Those Charged with Governance for the FinancialStatements
The Companys Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in dia including the Accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompanys ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Companysfinancial reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditors report that includes our opinion. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on theCompanys ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditors report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditors report. However future events or conditions may cause theCompany to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in ternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditors report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.
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 bestof 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 theCompany 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 Statementdealt with by this Report are in agreement with the books of account.
(d) In our opinion the aforesaid financial statements comply with the IndianAccounting Standards (Ind AS) specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended.
(e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".
(g) With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its financial statements.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
For Motilal & Associates
(Firms Registration No.: 106584W)
(Membership No. 036811)
Date : 30th May 2019
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements section of our report to the Members of 52 WEEKS ENTERTAINMENTLIMITED of even date)
(i) In respect of the Companys fixed assets:
a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) The fixed assets were physically verified during the year by the Management inaccordance with a regular programme of verification that in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.
c) The Company does not own any Immovable property. Accordingly paragraph 3(i)(c) ofthe Order is not applicable to the Company.
(ii) As explained to us the nature of the business of the company is such that it doesnot have any physical inventories. Accordingly clause (ii) of paragraph 3 of the Order isnot applicable to the Company.
(iii) According to the information and explanations given to us the Company hasgranted unsecured loans to two (2) bodies corporate covered in the register maintainedunder section 189 of the Companies Act 2013 Total Loan amount granted during the year Rs6.34 Cr. and Balance Outstanding as at balance sheet date Rs 1.75 Cr. in respect ofwhich:
a) In our opinion the terms and conditions of the loans granted to two parties in theregister maintained under section 189 of the Act were prima facie prejudicial to theinterest of the Company on account of the fact that the loans granted are interest free.
b) According to the information and explanations given to us and based on the auditprocedures conducted by us we are of the opinion that there is no stipulation of scheduleof repayment of principal and payment of interest for two parties amongst the partiesreferred in the aforementioned point (Clause (iii) a).
In absence thereof we are unable to make comments on regularity of the repayment ofprincipal and payment of interest for such three (3) parties. However according to theinformation and explanations given to us and based on the audit procedures conducted byus the loans to the extent demanded have been recovered during the year.
(iv) In our opinion and according to the information and explanation given to us theCompany has advanced loan to a company in which the director is interested to which theprovisions of section 185 of the Companies Act 2013 apply.
|Name of Director ||Private Company to which Loan is forwarded in which said Director is interested ||Maximum Outstanding amount during the year ||Amount Outstanding as at Balance sheet Date |
|Vipin Champawat ||Four Lions Films Private Limited ||Rs.1000000 ||Rs.1000000 |
In our opinion and according to the information and explanation given to us theCompany has not made investment and given guarantee/provided security which falls underthe purview of section 186 of the Companies Act 2013 and hence not commented upon.
(v) According to the information and explanations given to us the Company has notaccepted deposits during the year and does not have any unclaimed deposits as at 31stMarch 2019 and therefore the provisions of the clause 3 (v) of the Order are notapplicable to the Company.
(vi) As per the information and explanation given to us the maintenance of costrecords specified by the Central Government under sub-section (1) of section 148 of theCompanies Act 2013 is not applicable to the Company and hence not commented upon.
(vii) a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident fund Employees State Insurance Income-tax Goods & ServiceTax Sales-tax Service Tax Customs duty Excise duty Value Added Tax cess and anyother material statutory dues applicable to it with the appropriate authorities.
There were no undisputed amounts payable in respect of Provident fund EmployeesState Insurance Income-tax Goods & Service Tax Sales tax Service Tax Customsduty Excise duty Value Added Tax cess and any other material statutory dues in arrearsas at March 31 2019 for a period of more than six months from the date they becamepayable.
b) Details of dues of Income Tax Sales Tax Service Tax Excise Duty and Value AddedTax which have not been deposited as at March 31 2019 on account of dispute are givenbelow:
|Name of the Statute ||Nature of dues under section ||Amount (Rs.) ||Period to which the amount relates ||Forum where dispute is pending |
|Income Tax Act 1961 ||154 ||*48230 ||A.Y.2016-17 ||Assessing Officer |
|Income Tax Act 1961 ||143(1)(a) ||989570 ||A.Y.2015-16 ||Assessing Officer |
|Income Tax Act 1961 ||143(1)(a) ||1352640 ||A.Y.2017-18 ||Assessing Officer |
|Income Tax Act 1961 ||143(1)(a) ||3456260 ||A.Y.2018-19 ||Assessing Officer |
* Rectification filed with CPC Order for AY 2016-17
(viii) According to the information and explanations given to us the Company has notdefaulted in repayment of loans or borrowing to financial institutions banks governmentor debenture holders during the year.
(ix) According to the information and explanations given to us the Company hasnotraised any money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year. Accordingly paragraph 3(ix) of the Order isnot applicable to the Company and hence not commented upon.
(x) To the best of our knowledge and according to the information and explanationsgiven to us no material fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Consequently provisions of clause 3(xii) of the Order arenot applicable to the Company and hence not commented upon.
(xiii) In our opinion and according to the information and explanations given to ustransactions with the related parties are in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and the details of related party transactions havebeen disclosed in the Financial Statements as required by the applicable accountingstandards.
(xiv) According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review and hence reporting under clause 3(xiv) are not applicable to the Company and hence not commented upon.
(xv) According to the information and explanations given to us during the year theCompany has not entered into any non-cash transactions with its directors or personsconnected with him and hence provisions of section 192 of the Companies Act 2013 are notapplicable to the Company.
(xvi) According to the information and explanations given to us the Company isnotrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.
For Motilal & Associates
(M. No. 036811)
Place : Mumbai
Date : 30th May 2019
ANNEXURE"B" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirementssection of our report to the members of 52 WEEKS ENTERTAINMENT LIMITED of evendate)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of 52 WEEKSENTERTAINMENT LIMITED ("the Company") as of March 31 2019 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to companys policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
Our responsibility is to express an opinion on the Companys internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Companys internal financial controlssystem over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A companys internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompanys 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to the explanation givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.
For Motilal & Associates
(Firm Registration No.106548W)
(M. No. 036811)
Place : Mumbai
Date : 30th May 2019