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Shemaroo Entertainment Ltd.

BSE: 538685 Sector: Media
NSE: SHEMAROO ISIN Code: INE363M01019
BSE LIVE 15:40 | 22 Sep 356.90 -2.35
(-0.65%)
OPEN

363.00

HIGH

369.95

LOW

352.85

NSE 15:31 | 22 Sep 355.55 -5.15
(-1.43%)
OPEN

364.85

HIGH

364.85

LOW

351.75

OPEN 363.00
PREVIOUS CLOSE 359.25
VOLUME 3076
52-Week high 439.45
52-Week low 294.00
P/E 15.66
Mkt Cap.(Rs cr) 970
Buy Price 0.00
Buy Qty 0.00
Sell Price 356.90
Sell Qty 462.00
OPEN 363.00
CLOSE 359.25
VOLUME 3076
52-Week high 439.45
52-Week low 294.00
P/E 15.66
Mkt Cap.(Rs cr) 970
Buy Price 0.00
Buy Qty 0.00
Sell Price 356.90
Sell Qty 462.00

Shemaroo Entertainment Ltd. (SHEMAROO) - Auditors Report

Company auditors report

TO THE MEMBERS OF SHEMAROO ENTERTAINMENT LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ShemarooEntertainment Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2016 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 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 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 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 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 materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the

financial statements. The procedures selected depend on the auditor’s judgmentincluding the assessment of the risks of material misstatement of the financialstatements whether dueto fraud or error. In making those risk assessments the auditorconsiders internal financial controlrelevant 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. 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 overallpresentation 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us theaforesaid standalone financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted inIndia of the state of affairs of the Companyas at March 31 2016 and its profit 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 issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act weenclose in the Annexure A a statement on the matters specified in the paragraph 3 and 4of the said 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 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 oftheCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors

is disqualified as on March 31 2016 from being appointed as a director in terms ofSection 164 (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 does not have any pending litigations which would impact its financialposition.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

For M.K.Dandeker & Co.
(ICAI Reg. No. 000679S)
S.Poosaidurai
Partner
Date: May 6 2016 Chartered Accountants
Place: Mumbai Membership No. 223754

ANNEXURE - A TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in our Report of even date)

(i) (a) The company is maintaining proper records showing full particulars includingquantitative details and situation offixed assets;

(b) As explained to us these fixed assets have been physically verified by themanagement at regular intervals and no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and based on ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the company

(ii) As per the information and explanations given to usthe physical verification ofinventory has been conducted at reasonable intervals by the management and there were nomaterial discrepancies noticed on such physical verification.

(iii) The company has granted unsecured interest bearing loans to its subsidiarycompanies and LLPs which are covered in the register maintained under section 189 of theCompanies Act 2013.

(a) The terms and conditions of the grant of such loans are not prejudicial to thecompany’s interest;

(b) The terms of arrangements do not stipulate any repayment schedule and the loans arerepayable on demand. Accordingly paragraph 4(iii) (b) and (c) of the Order is notapplicable to the Company in respect of receipt/recovery of the principal and interest;

(iv) According to the information and explanations given to us the Company hascomplied with provisions of section 185 and 186 in respect of loans investmentsguarantees and security given by the Company.

(v) The Company has not accepted deposits and the directives issued by the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of theCompanies Act and the rules framed there under are not applicable to the Company.

(vi) The Company is maintaining the cost records as specified by the Central Governmentunder sub - section (1) of Section 148 of the Companies Act.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records the Company is regular in depositing undisputed statutorydues including provident fund employees’ state insurance income tax sales taxservice tax duty of customs duty of excise value added tax cess and any otherstatutory dues with the appropriate authorities.

(b) According to information and explanations given to us the following dues of incometax have not been deposited by the Company on account of disputes:

Name of the statute Nature of Dues Amount (in Rs.) Period to Which the amount relates Forum where dispute is pending
Income Tax Act Income Tax 1077790 FY 2011-12 Com.of I.T.(A)
Income Tax Act Income Tax 8678269 F.Y. 2010-11 Com. of I.T.(A)
Customs Act Customs Duty 15464368 F.Y.2009-10 CESTAT

(viii) The company has not defaulted in repayment of loans or borrowing to a financialinstitution bank Government or dues to debenture holders.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments). As per the information and explanations given to usthe term loans were applied for the purposes for which those are raised by the Company.

(x) During the course of our examination of the books and records of the Companycarried out in accordance with generally accepted auditing practices in India andaccording to the information and explanations given to us no material fraud by theCompany or any fraud on the Company by its officers or employees has been noticed orreported during the year.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the managerial remuneration has been paid orprovided in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V to the Companies Act 2013.

(xii) The Company is not a Nidhi Company and hence clause 3(xii) of the Companies(Auditor’s Report) Order 2016 is not applicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company all the transactions with the related partiesare in compliance with sections 177 and 188 of Companies Act 2013 where applicable andthe details of such transactions have been disclosed in the Financial Statements asrequired by 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 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 any noncashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe 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 M.K.Dandeker & Co.
(ICAI Reg. No. 000679S)
S.Poosaidurai
Partner
Date: May 6 2016 Chartered Accountants
Place: Mumbai Membership No. 223754

ANNEXURE - B TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in our Report of even date)

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 ShemarooEntertainment Limited ("the Company") as of March 312016 in conjunction withour audit of the standalone financial statements of the Company for the year ended 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 Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 controlssystem overfinancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation offinancialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 M.K.Dandeker & Co.
(ICAI Reg. No. 000679S)
S.Poosaidurai
Partner
Date: May 6 2016 Chartered Accountants
Place: Mumbai Membership No. 223754