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Saregama India Ltd.

BSE: 532163 Sector: Media
NSE: SAREGAMA ISIN Code: INE979A01017
BSE 00:00 | 24 Apr 2020 Saregama India Ltd
NSE 05:30 | 01 Jan 1970 Saregama India Ltd

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OPEN 269.40
PREVIOUS CLOSE 273.65
VOLUME 24
52-Week high 584.75
52-Week low 185.00
P/E 11.09
Mkt Cap.(Rs cr) 469
Buy Price 260.00
Buy Qty 10.00
Sell Price 297.80
Sell Qty 50.00
OPEN 269.40
CLOSE 273.65
VOLUME 24
52-Week high 584.75
52-Week low 185.00
P/E 11.09
Mkt Cap.(Rs cr) 469
Buy Price 260.00
Buy Qty 10.00
Sell Price 297.80
Sell Qty 50.00

Saregama India Ltd. (SAREGAMA) - Auditors Report


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Company auditors report

TO THE MEMBERS OF SAREGAMA INDIA LIMITED

Report on the Audit of the Standalone Ind AS financial Statements

We have audited the accompanying standalone Ind AS financialstatements of SaregamaIndia Limited ("the Company") which comprise the Balance Sheet as at 31 March2018 the Statement of Profit and Loss the Statement of Changes in Equity and theStatement of Cash Flows for the year then ended and summary of the significant accountingpolicies and other explanatory information.

Management's Responsibility for the Standalone Ind AS financial Statements

The Company's 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 standalone Ind AS financial statements that give a true and fair view of the stateof affairs profit and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under section 133 of theAct.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records and presentation of the standalone Ind AS financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing these financial statements management is responsible for assessing theCompany's 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditionsthatmaycastsignificantdoubt onthe entity's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in the auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify the opinion. Our conclusions are based on the audit evidence obtained up to thedate of the auditor's report. However future events or conditions may cause an entity tocease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31 March 2018 its profit and other comprehensive income changes in equityand its cash flows for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31 March 2017and the opening balance sheet as at 1 April 2016 included in these standalone Ind ASfinancial statements are based on the previously issued statutory financial statementsprepared in accordance with the Companies (Accounting Standards) Rules 2006 audited bythe predecessor auditor whose reports for the year ended 31 March 2017 and 31 March 2016dated 25 May 2017 and 25 May 2016 respectively expressed an unmodified opinion on thosefinancial statements as adjusted for the differences in the accounting principles adoptedby the Company on transition to the Ind AS which have been audited by us. Our opinion isnot modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

2. As required by Section 143(3) of the Act we report that: a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit; b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; c) The Balance Sheet the Statement of Profit and Loss theCash Flow Statement and Statement of Changes in Equity dealt with by this Report are inagreement with the books of account; d) In our opinion the aforesaid standalone Ind ASfinancial statements comply with the Indian Accounting Standards prescribed under section133 of the Act; e) On the basis of the written representations received from the directorsas on 31 March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 from being appointed as a director in terms of Section164(2) of theAct; f) With respect to the adequacy of the internal financialcontrols withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B"; and g) With respect tothe other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us: i. The Company has disclosedthe impact of pending litigations on its financial position in its standalone Ind ASfinancial statements- refer Note 37 to the standalone Ind AS financial statements; ii. TheCompany did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses; iii. There were no amounts which were requiredto be transferred to the Investor Education and Protection Fund by the Company; and iv.The disclosures in the standalone Ind AS financial statements regarding holdings as wellas dealings in specified bank notes during the period from 8 November 2016 to 30 December2016 have not been made since they do not pertain to the financial year ended 31 March2018. However amounts as appearing financialstatements for the periodtheauditedStandaloneIndAS ended 31 March 2017 have been disclosed.

For b S R & Co. LLP
Chartered Accountants
Firm Registration No.:101248W/W-100022
Jayanta Mukhopadhyay
Place: Kolkata Partner
Date: 11 May 2018 Membership No.055757

Annexure – A TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in our report ofeven date)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets (b) The Company has aregularprogrammeofphysicalverification assets by which all the fixed assets areverified in a phased ofits manner over a period of three years. In accordance with thisprogramme a portion of the fixed assets has been physically verified by the managementduring the year. In our opinion the frequency of such physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. As informed to usno material discrepancies were noticed on such verification carried out during the year.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties asdisclosed in note 3 to standalone Ind AS financials statements are held in the name of theCompany.

(ii) According to the information and explanations given to us the inventory exceptstock lying with third parties have been physically verified by the management atreasonable intervals during the year. In our opinion the frequency of such verificationis reasonable. For stock lying with third parties as at the year end writtenconfirmations have been obtained. The discrepancies noticed on verification between thephysical stocks and the book records were not material.

(iii) According to the information and explanations given to us the Company has notgranted any loans to Companies Firms Limited Liability Partnerships or other partiescovered in the register maintained under Section 189 of the Companies Act 2013("Act"). Accordingly the provisions of paragraph 3(iii) of the Order are notapplicable to the Company (iv) According to the information and explanations given to usthe Company has complied with the provisions of Section 185 and 186 of the Companies Act2013 in respect of the loans and investments made and guarantees and security provided byit as applicable. (v) According to the information and explanations given to us theCompany has not accepted any deposits from the public as per the directives issued by theReserve Bank of India and the provisions of Section 73 to 76 or any other relevantprovisions of the Act and the rules framed thereunder. Accordingly the provisions ofparagraph 3(v) of the Order are not applicable to the Company.

(vi) According to the information and explanations given to us the Central Governmentof India has not prescribed the maintenance of cost records under sub-section (1) ofSection 148 of the Act for any of the products of the Company. Accordingly the provisionsof paragraph 3(vi) of the Order are not applicable to the Company. (vii) (a) According tothe information and explanations given to us and on the basis of our examination of therecords of the Company amounts deducted/ accrued in the books of account in respect ofundisputed statutory dues including provident fund employees' state insurance sales taxvalue added tax service tax goods and services tax excise duty custom duty cessincome tax and any other material statutory dues have generally been regularly depositedduring the year by the Company with the appropriate authorities.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance sales tax value addedtax service tax goods and services tax excise duty custom duty cess income tax andany other material statutory dues were in arrears as at 31 March 2018 for a period of morethan six months from the date they became payable. According to the information andexplanations given to us there are no dues of income tax sales tax value added taxentry tax service tax excise duty and custom duty which have not been deposited with theappropriate authorities on account of any dispute except as mentioned below:

Sl. No. Name of the Statute Nature of the dues Amount (Rs. in Lakhs)* Period to which the Amount relates forum where the dispute is pending
1 Central Excise Act 1944 Excise Duty 88.08 1996-97 to 1998-99 Customs Excise and Service Tax Appellate Tribunal
2 Finance Act 1994 Service Tax 49.54 2012-13 Additional Commissioner
3 Finance Act 1994 Service Tax 70.10 2010-11 to 2013-14 Commissioner of Central Excise
4 Central Sales Tax Act 1956 Sales Tax 25.34 2005-06 2006-07 2012-13 Joint Commissioner
5 Central Sales Tax Act 1956 Sales Tax 3.20 2014-15 Joint Commissioner
6 Central Sales Tax Act 1956 Sales Tax 9.60 1990-91 2009-10 Deputy Commissioner
7 Central Sales Tax Act 1956 Sales Tax 178.52 1999-00 2006-07 Additional Commissioner
8 Central Sales Tax Act 1956 Sales Tax 2.43 1998-99 2008-09 Assistant Commissioner of Commercial/sales taxes
9 West Bengal Sales Tax Act 1994 Sales Tax 30.75 2014-15 Joint Commissioner
10 West Bengal Sales Tax Act 1994 Sales Tax 97.78 1989-90 1994-95 2000-01 Deputy Commissioner
11 Maharashtra Value Added Tax 2002 Value Added Tax 196.82 2009-10 2011-12 Deputy Commissioner
12 Delhi Sales Tax Act 1975 Sales Tax 1.55 1991-92 Deputy Commissioner of Commercial Taxes
13 Tamil Nadu General Sales Tax Act 1959 Sales Tax 6.75 1986-87 to 1991-92 Tamil Nadu Taxation Special Tribunal
14 Andhra Pradesh General Sales Tax Act 1957 Sales Tax 3.28 2004-05 Deputy Commissioner
15 Kerala General Sales Tax Act 1963 Sales Tax 0.35 2002-03 Deputy Commissioner of Commercial Taxes
16 Uttar Pradesh Trade Tax Act 1948 Sales Tax 2.01 2005-06 2006-07 Joint Commissioner
17 Uttar Pradesh VAT Act 2008 Sales Tax 3.46 2013-14 Additional Commissioner Grade II(Appeal)
18 Central Sales Tax Act 1956 Sales Tax 1.40 2013-14 Additional Commissioner Grade II(Appeal)
19 Customs Act 1962 Custom 52.02 2003-04 to 2007-08 Commissioner of Customs
20 Income Tax Act 1961 Income tax 607.28 2006-07 2012-13 Commissioner of Income tax Appeals
21 Income Tax Act 1961 Income tax 30.82 2008-09 Income Tax Appellate Tribunal

* These are net of Rs. 819.22 Lakhs which has been deposited by the Company.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to the bank. The Companydid not have any outstanding debentures or loan from financial institution or government.(ix) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company did not raise any money by way ofinitial public offer or further public offer (including debt instruments) and term loansduring the year. Accordingly the provisions of paragraph 3(ix) of the Order are notapplicable to the Company.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during theyear.

(xi) According to the information and explanations given to us and based on ourexamination of the records the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 of theAct read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly the provisions of paragraph 3(xii) of theOrder are not applicable to the Company.

(xiii) According to the information and explanation given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and the details of suchtransactions have been disclosed in the standalone Ind AS financial statements as requiredby applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly the provisions of paragraph 3(xiv) of the Order are not applicableto the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him as per Section 192 of the Act.Accordingly the provisions of paragraph 3(xv) of the Order are not applicable to theCompany.

(xvi) Accordingly to the information and explanation given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.Accordingly the provisions of paragraph 3(xvi) of the Order are not applicable to theCompany.

For b S R & Co. LLP
Chartered Accountants
Firm Registration No.:101248W/W-100022
Jayanta Mukhopadhyay
Place: Kolkata Partner
Date: 11 May 2018 Membership No.055757

Annexure - b TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in our report 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 ofSaregamaIndiaLimited ("the Company") as of 31 March 2018 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal financial Controls

The Company's Board of Directors are responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's 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") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness.Ourauditofinternalfinancialcontrols over financial reporting includedobtaining an understanding weakness exists and testing and evaluating the designofinternalfinancial and operating effectiveness of internal control based on the assessedrisk. The procedures selected depend on the auditor's judgment including the assessmentof the risks of material misstatement of the financial statements whether due to fraudorerror .

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal financial Controls over financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that: (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures 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 theCompany'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 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 to future periods are subject to the risk that the internalfinancial control evaluationof the internalfinancial over financial reporting may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For b S R & Co. LLP
Chartered Accountants
Firm Registration No.:101248W/W-100022
Jayanta Mukhopadhyay
Place: Kolkata Partner
Date: 11 May 2018 Membership No.055757


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