To the Members of Vision Cinemas Limited
Report on the StandaloneInd AS financial statements
I have audited the accompanying Standalone Ind AS financial statements of VisionCinemas
Limited (hereinafter referred as "the Company") which comprise the balancesheet as at 31st March 2019 the Statement of Profit and Loss including OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and a summary of the significant accounting policies and otherexplanatory information.
Management's Responsibility for the Standalone Ind AS financial statements
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 Ind AS financial statements that give a true and fair view of the financialposition financial performance including Other Comprehensive Income cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS)prescribed underSection 133 of the Act read with the Rules specified in the Companies (Indian AccountingStandards) Rules 2017 as amended from time to time. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; 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 Ind AS financial statements that give a true and fairview and 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 thecompanys financial reporting process
My responsibility is to express an opinion on these Standalone Ind AS financialstatements based on my audit. I have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.
I conducted my audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that I comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe Ind AS financial statementsis 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 auditors judgment including the assessment of the risks of materialmisstatement of the Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant to theCompanys preparation of the Ind AS financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances butnot for the purpose of expressing an opinion on whether the company has in place adequateinternal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Companys Directors as well as evaluating the overall presentation of the Ind ASfinancial statements.
I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Standalone Ind AS financial statements.
In my opinion and to the best of my information and according to the explanations givento me except for the possible effects of the matters described in the "Emphasisof Matters paragraph" and sub-para 2 (g) (i) of "Report on Other Legal andRegulatory Requirements paragraph" below the aforesaid StandaloneInd ASfinancial statements give the information required by the Act in the manner so requiredand give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the company as at 31st March 2019itslosses Other Comprehensive Income its cashflows and the changes in equity for the yearended on that date.
Emphasis of Matter
Without qualifying my report I draw attention on the following non compliances underthe Companies Act 2013 and rules thereon:
a. Non-appointment of Independent Directors as required under section 149(4) of thesaid Act;
b. Non-appointment of Internal Auditors as required under section 138 of the said Act;
c. Non-appointment of Chief Financial Officer and full-time Company Secretary asrequired under section 203 of the said Act; and
d. The Company has not placed its Ind AS financial statements and relevant informationon its website as required under section 136 of the said Act.
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 Act I give in the Annexure - A a statement on the matters specifiedin the paragraph 3 and 4 of the order.
2. As required by Section 143 (3) of the Act I report that:
(a) I have sought and obtained all the information and explanations which to the bestof my knowledge and belief were necessary for the purposes of my audit.
(b) In my opinion proper books of account as required by law have been kept by theCompany so far as it appears from my examination of those books;
(c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of changes in Equity dealt with by thisReport are in agreement with the books of account;
(d) In my opinion the aforesaid Standalone Ind AS financial statements comply with theAccounting Standards specified in the Companies (Indian Accounting Standards) Rules 2017as amended from time to time;
(e) On the basis of the written representations received from the directors as on 31March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 from being appointed as a director in terms of Section164 (2) of the Act; and
(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 myseparate report in
"Annexure B"; and
(g) With respect to other matters to be included with auditors report inaccordance with the requirements of section 197(16) of the Act as amended.
(h) 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 my opinionand to the best of my information and according to the explanations given to me:
i. I am unable to express an opinion on the impact of pending litigations on itsfinancial position in the Ind AS financial statements of the Company as the managementhas not furnished to me requisite information/evidences in this regard.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. There has been no amount required to be transferred to the Investor Educationand Protection Fund by the Company.
For V Sagar& Co
30th May 2019
Membership No. 239221
ANNEXURE eA' TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements section of my report of even date to the members of VISION CINEMASLIMITEDfor the year ended March 31 2019) I report that:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets
(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In my opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.
(c) I am unable to form an opinion on whether the title deeds of immovable property areheld in the name of the company since the management has not provided necessarydocumentary evidences in order to certify whether the title deeds of immovableproperties are held in the name of the Company.
(ii) The Business activities of the Company are into Screening of Movies andAdvertisement. Accordingly it does not hold any physical inventories. Thus paragraph3(ii) of the Order is not applicable to the Company.
(iii) The Company had not granted any loan secured or unsecured to any companiesfirms or other parties covered in the register maintained under section 189 of theCompanies Act 2013. Therefore the provisions of clause (iii) [(a) to (c)] of the saidOrder are not applicable to the Company.
(iv) In my opinion and according to the information and explanations given to me theCompany has not granted any loan to directors or other parties with whom the directors areinterested as provided in section 185 and 186 of the Act. Therefore the provisions ofclause (iv) of the said Order are not applicable to the Company.
(v) In my opinion and according to the information and explanations given to me theCompany has not accepted any deposit within the meaning of Section 73 to 76 of theCompanies Act 2013 and the rules framed there under.
(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company.
(vii) (a) According to the information and explanations given to me and on the basis ofmy examination of the records of the Company amounts deducted/accrued in the books ofaccounts in respect of undisputed statutory dues including income-tax tax deducted atsource goods and service tax and other material statutory dues have not been regularlydeposited during the year by the Company with appropriate authorities with respect to thefollowing items as tabled below:
|Nature of Dues ||Amount in Rs. ||Period of default |
|Tax deducted at source including Interest ||338077 ||Various Dates |
|Service tax ||312304 ||Various Dates |
There are no undisputed statutory dues as referred to above as at 31st March 2019outstanding for a period of more than six months from the date they become payable exceptfor below mentioned dues:
|Name of the Statue ||Nature of Dues ||Amount in Rs. ||Period of default |
|Income Tax Act 1961 ||Tax deducted at source including Interest ||338077 ||April 1 Since 2018 |
|Finance Act 1994 ||Service tax ||312304 ||April 1 Since 2018 |
(b) According to the information and explanations given to me by the Company there areno disputed statutory dues that have not been deposited on account of matters pendingbefore the appropriate authority.
(viii) The Company does not have any loans or borrowings from any financialinstitution banks government or debenture holders during the year. Accordinglyparagraph 3(viii) of the Order is not applicable.
(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.
(x) According to the information and explanations given to me no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of my audit.
(xi) According to the information and explanations give to me and based on myexamination of the records of the Company there were no managerial remunerationpaid/accrued during the year. As such comments on compliance in accordance with section197 read with Schedule V of the Actdo not arise.
(xii) In my opinion and according to the information and explanations given to me theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.
(xiii)According to the information and explanations given to me and based on myexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Ind AS financial statements as required by theapplicable accounting standards.
(xiv) According to the information and explanations give to me and based on myexamination 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.
(xv) According to the information and explanations given to me and based on myexamination of the records of the Company the Company has not entered into non cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.
(xvi) The Company is not required to be registered under section 45 IA of the ReserveBank of India Act 1934.
For V Sagar& Co
30th May 2019
Membership No. 239221
Annexure B to the Auditors' Report
Report on the Internal Financial Controls under Clause (i)of Sub-section3 ofSection143of the CompaniesAct 2013("the Act")
I have audited the internal financial controls over financial reporting of VISIONCINEMAS LIMITED ("the Company") as at 31st March 2019 in conjunctionn with my audit of the stand aloneInd AS financial statements of the Company for the yearended on that date.
Management's 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 (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 companys policies the safeguardingof its 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 Companies Act 2013.
My responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on my audit. I conducted my audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013tothe extent applicable to anaudit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that comply with ethical requirements and plan andperform the 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.
My audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. My 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 Ind AS financial statements whether due to fraud or error.
I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Companys internal financial controlssystem over 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 Ind AS financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's 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 reasonable assurancethat transactions are recorded as necessary to permit preparation of Ind AS financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and(3)provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or position of thecompany's assets that could have a material effect on the Ind AS 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 my 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 31stMarch 2019basedon the internal control over financial reporting criteria established by the companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
For V Sagar& Co
30th May 2019
Membership No. 239221