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Divine Multimedia (India) Ltd.

BSE: 523810 Sector: Media
NSE: N.A. ISIN Code: INE611B01022
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VOLUME 13256
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P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.40
Sell Qty 2100.00
OPEN 0.40
CLOSE 0.39
VOLUME 13256
52-Week high 1.00
52-Week low 0.38
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.40
Sell Qty 2100.00

Divine Multimedia (India) Ltd. (DIVINEMULTI) - Auditors Report

Company auditors report

To The Members of

DIVINE MULTIMEDIA (INDIA) LTD.

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Divine Multimedia (India)Limited ('the Company') which comprise the balance sheet as at 31st March 2016 thestatement of profit and loss and the cash flow statement for the year then ended and asummary 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 preparationand presentation of these financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting 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 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 design implementation and maintenance of adequate internalfinancial 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 financial statements based on ouraudit.

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 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 performing procedures to obtain audit evidence about the amounts andthe 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 the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of 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 financial statements.

Opinion

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 India of the state of affairs of the Company as at 31stMarch 2016 and its profit and its cash flows for the year ended on that date.

Other Matter

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 not compliedwith the requirement of Section 203 of the Companies Act 2013 by not appointing a CompanySecretary as a whole time Company Secretary for the year.

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 the paragraph 3and 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 financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014;

(e) on the basis of the written representations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 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 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.

For Motilal & Associates

Chartered Accountants

Registration No.:106584W

(Motilal Jain)

M. No. 036811

Place : Mumbai

Date : 27/05/2016

ANNEXURE TO THE AUDITORS' REPORT

Issued by the Central Government under sub section 11 of section 143 of the CompaniesAct 2013 (18 of 2013)

The auditor's report on the accounts of a company to which this Order applies shallinclude a statement on the following matters namely:

(I)

a) The company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;

b) Certain fixed assets have been physically verified by the management at reasonableintervals and no material discrepancies were noticed on such verification.

c) The company does not hold any immovable property.

(II) The company does not hold any physical inventories. Thus paragraph 3(ii) of theOrder is not applicable to the company.

(III)

a. According to the information and explanations given to us and based on the auditprocedures conducted by us the company has granted unsecured Loans to a party covered inthe register maintained under section 189 of the Companies Act 2013 total loan amountgranted Rs.5100000 during the year under review and balance outstanding as at balancesheet date Rs.8912500

b. In our opinion the terms and conditions of the loans granted in previous year tothe party in the register maintained under section 189 of the Act were prima facieprejudicial to the interest of the company on account of the fact that the loans grantedare interest free.

c. No terms and conditions has been stipulated for the grant of such loan hence wecannot report on the same.

(IV) In respect of loans investments guarantees and security the provisions ofsection 185 and 186 of the Companies Act 2013 have been complied with.

(V) The company has not accepted any deposits from the public. Thus paragraph 3(v) isnot applicable to the company.

(VI) The maintenance of cost records has not been specified to the company by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013.

(VII)

(a)

a. Company is regular in depositing undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of customs duty ofexcise value added tax cess and any other statutory dues to the appropriate authoritiesexcept the dues as stated under.

Statement of Arrears of Statutory Dues Outstanding for More than Six Months.

Name of the Statute Nature of the dues Amount Period to which the amount pertains Due date Date of payment
Vadodara Municipal Corporation Municipal taxes 53470/- Prior to 2011 Unpaid Till Date
Income Tax Act 1961 TDS Defaults 3804/- F.Y 2014-15 Various Dates Unpaid Till Date
Income Tax Act 1961 TDS Defaults 14133/- F.Y 2013-14 Various Dates Unpaid Till Date
Income Tax Act 1961 TDS Defaults 67171/- F.Y 2012-13 Various Dates Unpaid Till Date
Income Tax Act 1961 TDS Defaults 8609/- Prior Years Various Dates Unpaid Till Date
Income Tax Act 1961 TDS Late Filing Fees 17000/- F.Y 2014-15 Various Dates Unpaid Till Date
Income Tax Act 1961 TDS Late Filing Fees 9800/- F.Y 2013-14 Various Dates Unpaid Till Date
Income Tax Act 1961 TDS Late Filing Fees 69400/- F.Y 2012-13 Various Dates Unpaid Till Date
Income Tax Act 1961 TDS Interest U/s 220(2) 39/- F.Y 2014-15 Various Dates Unpaid Till Date

b. There are some dues of income tax which has not been deposited on account of anydispute.

Name of the statute Amount (in Rs.) Period to which amount relates Forum where dispute is pending
Income Tax Act 1961 89893290/- A.Y.11 -12 ITAT Ahmedabad
Income Tax Act1961 9124980/- A.Y. 13-14 CIT (Appeal) Vadodara
Income

Tax(Penalty)

29000/- A.Y. 13-14 AO notice u/s 271(1)(b) Dated 20/11/2015

viii. The company has not defaulted in repayment of loans or borrowing to a financialinstitution bank Government or dues to debenture holders. Thus paragraph 3(viii) is notapplicable to the company.

ix. The company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) or by way of term loans during the year.Accordingly paragraph 3(ix) is not applicable to the company.

x. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

xi. According to the information and explanations given to us Managerial remunerationhas not been paid or provided for during the year under review thus Paragraph 3(xi) ofthe order is not applicable to the company.

xii. Company is not a Nidhi Company hence the provision of Nidhi Company and the NidhiRules 2014 is not applicable to the company.

xiii. All transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in theFinancial Statements etc. as required by the applicable accounting standards; ct 1934.

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.

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. Accordingly paragraph 3(xv) ofthe Order is not applicable.

xvi. Company is not required to be registered under section 45-IA of the Reserve Bankof India Act 1934.

For Motilal & Associates

Chartered Accountants Registration No.:106584W

(Motilal Jain)

Partner M.No. 036811

Place : Mumbai

Date : 27/05/2016

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTSOF DIVINE MULTIMEDIA (INDIA) LIMITED

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 DIVINEMULTIMEDIA (INDIA) LIMITED ("the Company") as of March 312016 in conjunctionwith our audit of the financial statements of the Company for the year ended on that 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 as sets 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.

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 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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate 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 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 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.

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 March 31 2016 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

Chartered Accountants (FRN: 106584W)

(Motilal Jain)

(Partner)

(Mem. No.: 036811)

Place: Mumbai

Date : 27/05/2016