The Members of Jindal Photo Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Jindal Photo Limited ("theCompany") which comprise the Balance Sheet as at 31 March 2017 the Statement ofProfit and Loss and Cash Flow Statement for the year then ended and a summary ofsignificant accounting policies and other explanatory information.
Management's responsibility for the 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 financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
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 there under. We conducted our audit in accordancewith the Standards on Auditing 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 the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditors judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Companyspreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Companys Directors as well as evaluating theoverall 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.
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 2017 and its loss and its cash flows for the year ended on that date.
Emphasis of Matter We draw attention to:
a) Note 26 to the financial statements relating to non-provision of diminution in valueof investments in shares non-provision of doubtful loans and non-provision of amountrecoverable from MCCL a Joint Venture Company due to petition and claims are pending forfinalization/settlement.
b) Note 25 to the financial statements stating that provision for diminution in valueof non-current investments has been made only where such a decline is other than temporaryin the opinion of the management.
Report on Other Legal and Regulatory requirements
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 Companies Act 2013 we give in the "Annexure A" a statementon the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
As required by section 143(3) of the Act we report that: We have sought and obtainedall the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit.
a) 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.
b) 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.
c) 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.
d) 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.
e) 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".
f) 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 our opinionand to the best of our information and according to the explanations given to us:
i. The Company the Company does not have any pending litigations which would impact itsfinancial position.
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 delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during theperiodfrom8thNovember2016to30thDecember 2016. Based on audit procedures and relying onthe management representation we report that the disclosures are in accordance with booksof accounts maintained by the Company and as produced to us by the Management ReferNote 28 to the financial statements.
For B.K.Shroff & Co.
Firm Reg. No. : 302166E
Place: New Delhi
Date : 30.05.2017
Membership Number 085128
ANNEXURE A REFERRED TO IN PARAGRAPH (1) UNDER THE HEADING OF "REPORT ON OTHERLEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE
(i) (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) All the fixed assets have been physically verified by the management according to aregular program which in our opinion is reasonable having regard to the size of thecompany and the nature of its assets. No material discrepancies with respect to bookrecords were noticed on such verification. (c) According to the information andexplanations given to us and on the basis of examination of records of the company thetitle deeds of immovable properties are held in the name of the company.
(ii) The Company does not have any inventory. Therefore the provisions of clause (ii)of the order are not applicable to the company.
(iii) The company has granted unsecured loan to one company listed in the registermaintained under section 189 of the Companies Act 2013 and we report that a) The termsand conditions for grant of such loans are not prejudicial to the interest of the company.b) The repayment of principal and payment of interest is on demand. No demand has beenmade by the company. The borrower has requested to waive the interest for the year 2016-17and the company has granted the request to waive the interest. c) There are no overdueamounts
(iv) In our opinion and according to the information and explanation given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of loans Investments guarantees and security.
(v) According to the information and explanation given to us the company has notaccepted any deposit from the public. Therefore the provisions of clause (v) of the orderare not applicable to the company.
(vi) The Central Government has not specified maintenance of cost records under subsection (1) of Section 148 of the Companies Act 2013 in respect of products dealt with bythe company.
(vii) (a) The company is regular in depositing with the appropriate authoritiesundisputed statutory dues including provident fund employees state insurance income taxsales tax service tax duty of custom duty of excise value added tax cess and anyother statutory dues applicable to it. According to the information and explanations givento us no undisputed amounts payable in respect thereof were outstanding as at 31stMarch2017 for a period of more than six months from the date they became payable. (b)According to the records of the company there are no dues of income tax or sales tax orservice tax or duty of custom or duty of excise or value added tax which have not beendeposited on account of any dispute.
(viii) The company does not have any loans or borrowings from any financialinstitution bank government or dues to debenture holders. Therefore the provisions ofclause (viii) of the order are not applicable to the company.
(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. Therefore theprovisions of clause (ix) of the order are not applicable 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) In our opinion and according to the information and explanation given to usmanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with schedule V of the CompaniesAct 2013.
(xii) The company is not a nidhi company and hence provisions of clause (xii) of theorder are not applicable to the company.
(xiii) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 where applicable and the details have beendisclosed in the financial statements etc. as required by the applicable accountingstandards.
(xiv) In our opinion the company has complied with the requirements of section 42 ofthe Companies Act 2013 in respect of preferential allotment on private placement ofshares or fully or partly convertible debentures made during the year under review.Further the amounts raised have been used for the purposes for which the funds wereraised.
(xv) The company has not entered into any non-cash transactions with directors orpersons connected with him.
(xvi) The Company is not required to be registered under section 45-1A of the ReserveBank of India Act 1934.
For B.K. Shroff & Co.
Reg. No. : 302166E
Place : New Delhi
Date : 30.05.2017
Membership Number 085128
ANNEXURE B TO THE AUDITORS REPORT
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 JindalPhoto Limited ("the Company") as of March 31 2017 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date.
Managements 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI)". These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to companyspolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.
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 and the Standards on Auditing issued by ICAI and deemed to beprescribed 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. 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 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 my / our audit opinion on the Companys internal financialcontrols system 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 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: a) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; b) 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 authorizations ofmanagement and directors of the Company; and c) provide reasonable assurance regardingprevention or timely detection of unauthorized 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 31 March 2017 based on"the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the ICAI".
| ||For B K Shroff & Co. |
| ||Chartered Accountants |
| ||Firm Registration Number 302166E |
| ||Sanjiv Aggarwal |
|Place: New Delhi ||Partner |
|Date: 30.05.2017 ||Membership Number 085128 |