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B A G Films & Media Ltd.

BSE: 532507 Sector: Media
NSE: BAGFILMS ISIN Code: INE116D01028
BSE 15:18 | 22 Jan 6.45 0.06
(0.94%)
OPEN

6.49

HIGH

6.69

LOW

6.20

NSE 15:29 | 22 Jan 6.50 0.05
(0.78%)
OPEN

6.15

HIGH

6.60

LOW

6.15

OPEN 6.49
PREVIOUS CLOSE 6.39
VOLUME 143781
52-Week high 9.10
52-Week low 3.92
P/E
Mkt Cap.(Rs cr) 121
Buy Price 6.43
Buy Qty 283.00
Sell Price 6.45
Sell Qty 2163.00
OPEN 6.49
CLOSE 6.39
VOLUME 143781
52-Week high 9.10
52-Week low 3.92
P/E
Mkt Cap.(Rs cr) 121
Buy Price 6.43
Buy Qty 283.00
Sell Price 6.45
Sell Qty 2163.00

B A G Films & Media Ltd. (BAGFILMS) - Auditors Report

Company auditors report

To

The Members of

B.A.G. Films and Media Limited

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of B.A.G. Films andMedia Limited ("the Company") which comprise the Balance Sheet as at 31 March2017 the Statement of Profit and Loss and the Cash Flow Statement for the year thenended 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 Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit inaccordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India as specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the financial statements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.

Opinion

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 31 March 2017 its loss 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 ("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 a statement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable.

2. As required by section 143 (3) of the Act we report to the extent applicablethat:

(a) We have sought and obtained all the information and explanations which to the bestof 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 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 31March 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on 31 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" which is based on the Auditors' Reports of theCompany. Our report expresses an unmodified opinion on the adequacy and operatingeffectiveness of the internal financial controls over financial reporting of the Company.

(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;

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;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. The Company has provided requisite disclosure in its standalone financial statementas to holdings as well as dealing in Specified Bank Notes (SBNs) during the period from8th November 2016 to 30th December 2016 and these are in accordance with books of accountmaintain by the Company. Refer Note No. 20.22 of standalone financial statements.

For Joy Mukherjee & Associates
Chartered Accountants
Firm Registration No. 006792C
Joy Mukherjee
Place : Noida Partner
Dated : May 29 2017 Membership No.074602

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

In respect of the Annexure referred to in paragraph 1 of our report to Members of B.A.GFilms and Media Limited ("the Company") for the year ended March 31 2017 wereport 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 fixed assets whichin our opinion is reasonable having regard to the size of the Company and the nature ofits assets. In accordance with this programme certain fixed assets were physicallyverified by the management during the year and we are informed that no materialdiscrepancies were noticed on such verification.

(c ) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company title deeds of immovable properties are held inthe name of the Company.

ii. (a) The inventory of video tapes and films have been physically verified by themanagement during the year and no material discrepancies were noticed on physicalverification. In our opinion the frequency of verification is reasonable.

(b) In our opinion the procedures of physical verification of inventory of video tapesand films followed by the management are reasonable and adequate in relation to the sizeof the Company and the nature of its business.

(c) On the basis of our examination of the inventory records in our opinion theCompany is maintaining proper records of inventory. As explained to us there were nomaterial discrepancies noticed on physical verification of inventory as compared to thebook records.

iii. According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013. Accordingly the provisions of clause 3(iii)(a) (b)and (c) of theOrder are not applicable to the Company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us theCompany does not have any transactions to which the provisions of Section 185 apply. TheCompany has complied with the provisions of Section 186 of the Act with respect to theloans investments guarantees and security.

v. The company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rule 2014 (as amended). Accordinglythe provisions of clause 3(V) of the order are not applicable.

vi. To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under clause 148(1) of the Companies Act 2013for the products/ services of the Company.

vii. (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax duty of customs duty of excise valueadded tax cess and 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 income tax sales-taxservice tax duty of customs duty of excise value added tax cess and other materialstatutory dues were in arrears as at March 31 2017 for a period of more than six monthsfrom the date they became payable.

(c) According to the information and explanations given to us there are no dues ofIncome Tax Wealth Tax Service Tax Sales Tax Customs Duty Excise Duty and Cess onaccount of any dispute which have not been deposited. viii. In our opinion and accordingto the information and explanations given to us the Company has not defaulted inrepayment of dues to banks. The Company does not have any outstanding dues in respect of afinancial institution or debenture holders or government.

ix. The Company has not raise any moneys by way of initial public offer or furtherpublic offer (including debt instruments) during the year. In our opinion and according tothe information and explanations given to us the term loans taken by the Company havebeen applied for the purposes for which they were raised.

x. In our opinion and in according to the information and explanation given to us nofraud on the company by its officer or employees nor any fraud by the Company has beennoticed or reported during the year that causes the financial statement to be materiallymiss-stated.

xi. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act. xii. In our opinion and according to theinformation and explanations given to us the Company is not a Nidhi company and hencereporting under clause 3(xii) of the Order is not applicable.

xiii. According to the information and explanations 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 Companies Act 2013 where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the 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 and private placement of shares or fully or partly convertible debenture duringthe year under review and hence reporting requirement under clause 3 (xiv) are notapplicable to the company and not commented upon.

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 them and hence provisions of Section192 of the Act are not applicable.

xvi. According to the information and explanations given to us the Company is notrequired to be registered under Section 45 IA of the Reserve Bank of India Act 1934.

For Joy Mukherjee & Associates
Chartered Accountants
Firm Registration No. 006792C
Joy Mukherjee
Place : Noida Partner
Dated : May 29 2017 Membership No.074602

ANNEXURE ‘B' TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (‘the Act')

We have audited the internal financial controls over financial reporting of B.A.G Filmsand Media Limited (‘the Company') as of March 31 2017 in conjunction with our auditof the standalone financial statements of the Company for the year ended and as on thatdate.

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 (the ‘Guidance Note').These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' 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 Standards on Auditing issued by the Institute of Chartered Accountants of India(ICAI) and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of Internal Financial Controls Over Financials Reporting(IFCoFR)and the Guidance Note on Audit of Internal Financial Control Over Financial Reporting (the"Guidance Note")issued by the ICAI . Those Standards and the Guidance Noterequire that we comply with the ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 standalone financial statements whether due to fraud orerror.

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 controlsover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations 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 2017 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 Joy Mukherjee & Associates
Chartered Accountants
Firm Registration No. 006792C
Joy Mukherjee
Place : Noida Partner
Dated : May 29 2017 Membership No.074602