To the Members of SANGUINE MEDIA LIMITED Report on the Financial Statements
We have audited the accompanying financial statements of Sanguine Media Limited("the Company") which comprise the Balance Sheet as at March 31 2017 theStatement of Profit and Loss and the cash flow statement for the year ended and a summaryof significant accounting policies and other explanatory information.
MANAGEMENT'S RESPONSIBILITY FOR THE 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 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 relevant rules issued there under.
This responsibility also includes maintenance of adequate accounting records inaccordance 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 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.
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 anddisclosures in the financial statements. The procedures selected depend on the auditors'judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders 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 system overfinancial 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 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 March31 2017 its profit its cash flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1) As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central
Government of India in terms of sub-section (11) of Section 143 of the Act we give inthe Annexure
A a statement on the matters specified in paragraphs 3 and 4 of the Order.
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 the 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 Cash Flow Statement dealtwith by this Report are in agreement with the relevant books of account;
d. In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with relevant rules issued thereunder.
e. On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct;
f. With respect to the adequacy of internal financial controls over the financialreporting of the Company and the Operating effectiveness of such controls refer to ourseparate report in "Annexure-B" and
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 no material foreseeable losses on long-term contracts includingderivative contracts as required under the applicable law or accounting standards
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund (IEPF) by the Company.
iv. The Company has provided requisite disclosures in the financial statements asregards its holding and dealings in Specified Bank Note as defined in the NotificationS.O. 3407(e) dated the 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 A. K. RAJAGOPALAN & CO.
F R No.: 003405S
CA T. R. ASHOK
Membership No. 026133
Place : Chennai
Annexure "A" to the Independent Auditor's Report on the financial statementof Sanguine Media
The annexure required under CARO 2016 referred to in our report to the members of SanguineMedia
Limited ("the company") for the year ended March 31 2017. We reportthat:
i) (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) As explained to us some of the fixed assets were physically verified during theyear by the Management as per programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanation given to us no material discrepancies were noticed on suchverification.
(c) According to the information and explanation given to us and on the basis ofexamination of records of the Company No immovable properties are held by the Company.
ii) The inventory except goods-in-transit has been physically verified by themanagement during the year and the discrepancies noticed on such verification between thephysical stock and the book records were not material. In our opinion the frequency ofsuch verification is reasonable.
iii) During the year the company has not granted any Loans secured or Unsecured toCompanies Firms Limited Liability Partnerships or other parties covered in the registermaintained under Section 189 of the Act.
iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act2013 with respect to loans and investment made.
v) The company has not accepted any deposits from the public within the meaning ofsection 73 of the Act and the rules framed the under.
vi) As informed to us the Central Government has not prescribed maintenance of costrecords under subsection (1) of Section 148 of the Act in respect of the business of thecompany.
vii) a) According to information and explanations given to us and on the basis of ourexamination of the records of the company the company has been generally regular indepositing its undisputed statutory dues such as Provident Fund Employees' StateInsurance Income tax Wealth tax Service tax and any other material statutory dueswhichever is applicable to the company with the appropriate authorities during the year.According to the information and explanation given to us no undisputed amounts payable inrespect of income tax service tax and any other material statutory dues were in arrearsas at March 31 2017 for a period of more than six months from the date they becamepayable.
b) According to information and explanations given to us no statutory dues areoutstanding on account of dispute.
viii) According to the information and explanations given to us and based on therecords of the company examined by us the company does have any borrowing from anyfinancial institutions or bank and does not issue any debentures as at the balancesheet date. Accordingly clause (viii) of paragraph 3 of the Order is not applicable.
ix) The company has generally applied the amount raised by it by way of term loansdebt instruments for the purpose for which those loans were obtained other than temporarydeployment pending application of those funds. The company did not raise money by way ofinitial public offer or further public offer during the year.
x) According to the information and explanation given to us no material fraud on or bycompany has been noticed or reported during the year.
xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not paid/provided managerialremuneration. Accordingly clause (xi) of paragraph 3 of the Order is not applicable.
xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly clause (xii) of paragraph 3 of the Order isnot 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 Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting 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 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 clause (xv) ofparagraph 3 of the 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 A. K. RAJAGOPALAN & CO.
F R No.: 003405S
CA T. R. ASHOK
Membership No. 026133
Annexure B to the Independent Auditor's 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 SanguineMedia Limited ("the Company") as of March 31 2017 in conjunction with our auditof 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 ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the 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 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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 authorizations ofmanagement and directors of the company; and (3) 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 March 31 2017 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 A. K. RAJAGOPALAN & CO.
F R No.: 003405S
CA T. R. ASHOK
Membership No. 026133
Place : Chennai