The Member of
52 Weeks Entertainment Limited.
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of 52 WeeksEntertainment Limited ("the Company") which comprise the Balance Sheet asat March 312017 the Statement of Profit and Loss the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation.
Management's Responsibility for the Standalone 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 preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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.
Our responsibility is to express an opinion on these standalone financial statementsbased 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 there under.
We conducted our audit in accordance with the Standards on Auditing specified underSection 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 financial statements are free from material misstatement. An audit involves performingprocedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on whether the Company hasin place an adequate internal financial controls system over financial reporting and theoperating effectiveness of such controls. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2017 and its profit and its cash flows for the year ended on that date.
The Company being a listed company has been mandatorily required under Section 203 ofthe Act to have whole time Key Managerial Person which includes Company Secretary asdefined under section 2(24) of the Act.
During the course of our audit it has been observed that the Company has appointed aWhole Time Company Secretary of the Company from February 10 2017 to the date of thebalance sheet. Consequently the Company has not complied with the requirement of Section203 of the Companies Act 2013 by not appointing a Company Secretary as a whole timeCompany Secretary for the period before February 10 2017.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" statement on the matters specified in theparagraph 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 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 standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
(e) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 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 Auditor's 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 if any
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts if any; and
iii. The Company is not required to transfer any amounts to the Investor Education andProtection Fund.
iv. The Company has provided requisite disclosures in the standalone financialstatements as regards its holding and dealings in Specified Bank Notes as defined in theNotification S.O.
3407(E) dated November 8 2016 of the Ministry of Finance during the period fromNovember 8 2016 to December 30 2016. Based on audit procedures performed and therepresentations provided to us by the management we report that the disclosures are inaccordance with the books of account maintained by the Company and as produced to us bythe Management.
For MOTILAL & ASSOCIATES
M. No. 036811
Annexure A To The Independent Auditors' Report
(i) In respect of its 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 which 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 inventories of the Company are such thatclause (iii) of paragraph 3 of the Order is not applicable to the Company.
(iii) a. According to the information and explanations given to us and based on theaudit procedures conducted by us we are of the opinion that the company has grantedunsecured loans to four(4) parties covered in the register maintained under section 189 ofthe Companies Act 2013 total Loan amount granted during the year Rs 1.50 Cr and BalanceOutstanding as at balance sheet date Rs 16.24 Cr
b. In our opinion the terms and conditions of the loans granted to three parties inthe register 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.
c. 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 the aforementioned loans and inabsence thereof we are unable to make comments on regularity of the repayment ofprincipal and payment of interest. However according to the information and explanationsgiven to us and based on the audit procedures conducted by us the loans to the extentdemanded have been recovered during the year.
(iv) Based on information and explanation given to us in respect of loans investmentsguarantees and securities the Company has complied with the provisions of Section 185 and186 of the Act.
(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. Therefore theprovisions of the clause 3 (v) of the Order are not applicable to the Company.
(vi) The provisions of clause 3 (vi) of the Order are not applicable to the Company asthe Company is not covered by the Companies (Cost Records and Audit) Rules 2014.
(vii) According to the information and explanations given to us in respect of statutorydues:
a. The Company has generally been regular in depositing undisputed statutory duesincluding Provident fund Employees' State Insurance Income-tax Sales-tax Service TaxCustoms duty Excise duty Value Added Tax cess and any other material statutory duesapplicable to it with the appropriate authorities.
b. There were no undisputed amounts payable in respect of Provident fund Employees'State Insurance Income-tax (Except the following demands) Sales tax Service TaxCustoms duty Excise duty Value Added Tax cess and any other material statutory dues inarrears as at March 312017 for a period of more than six months from the date theybecame payable.
|Name of Statue ||Nature of Dues ||Period to which demand relates ||Date of Demand ||Amount (in Rs) ||Date of Payment |
|Income Tax Act 1961 ||Income Tax Outstanding Demand ||AY 15-16 ||09/06/2016 ||989570 ||Unpaid till Date |
c. There were no disputed amounts payable in respect of Provident fund Employees'State Insurance Income-tax Sales tax Service Tax Customs duty Excise duty ValueAdded Tax cess and any other material statutory dues in arrears as at March 312017
(viii) According to the information and explanations given to us the Company has notdefaulted in the repayment of loans or borrowings to banks. The Company does not have anyloans or borrowings from financial institutions or government and has not issued anydebentures.
(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause 3 (ix)of the Order is not applicable.
(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud by the Company or any fraud on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such instance by themanagement.
(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) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.
(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.
(xvi) The Company is not required to be registered under section 45-I of the ReserveBank of India Act 1934.
For MOTILAL & ASSOCIATES
M. No. 036811
Place : Mumbai
Date : 29/05/2017
Annexure B Referred to in Independent Auditors' Report of Even Date
Report on the Standalone Internal Financial Controls under Clause (i) of Sub-section 3of Section 143 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 31st March 2017 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.
Management's Responsibility for Internal Financial Controls
The Company's 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 company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
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 deemed tobe prescribed under Section 143(10) of the Companies Act 2013 to the extent applicableto an audit of internal financial controls and both issued by Institute of CharteredAccountant of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated 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 auditor's judgement 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 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 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 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 March 312017 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 MOTILAL & ASSOCIATES
M. No. 036811
Place : Mumbai
Date : 29/05/2017.