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Universal Arts Ltd.

BSE: 532378 Sector: Media
NSE: N.A. ISIN Code: INE464B01018
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VOLUME 2532
52-Week high 2.62
52-Week low 0.91
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.95
Buy Qty 168.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.95
CLOSE 1.00
VOLUME 2532
52-Week high 2.62
52-Week low 0.91
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.95
Buy Qty 168.00
Sell Price 0.00
Sell Qty 0.00

Universal Arts Ltd. (UNIVERSALARTS) - Auditors Report

Company auditors report

To the Members of

UNIVERSAL ARTS LIMITED (Formerly known as Goldmines Media Limited)CIN:-L22300MH1995PLC091082

Report on the Financial Statements

1) We have audited the accompanying financial statements of UNIVERSAL ARTS LIMITED ("theCompany") which comprise the Balance Sheet as at March 312017 the Statement ofProfit and Loss and Cash Flow for the year then ended and a summary of significantaccounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2) The management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ('the act') with respect to thepreparation of these financial statements that give a true and fair view of the financialposition financial performance and Cash Flow 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 Companies (Accounts) Rules2014. This responsibility includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; design implementation and maintenance of adequate internal financial controlsthat are operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditors' Responsibility

3) Our responsibility is to express an opinion on these financial statements based onour audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made thereunder. We conducted our audit inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement

4) An audit involves performing procedures to obtain audit evidence about the amountsand 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 management and Board of Directors aswell as evaluating the overall presentation of the financial statements.

5) We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.

Opinion

6) 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 2017its profitand Cash Flow for the year ended on that date;

Report On Other Legal and Regulatory Requirements

7) As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of subsection (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters Specified inparagraphs 3 and 4 of the Order.

8) As required by section 143(3) of the Act we further report that: a) we have soughtand obtained all the information and explanations which to the best of our knowledge andbelief 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 appears from our examination of those books;

c) the Balance Sheet Statement of Profit and Loss and Cash Flow dealt with by thisReport are in agreement with the books of account;

d) in our opinion the aforesaid financial statements comply with the applicableAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014

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 adequacy of the internal controls over financial reporting of theCompany and the operating effectiveness of such controls refer to our separate Report in"Annexure B".

g) In our opinion and to the best of our information and according to the explanationsgiven to us we report as under with respect to other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014:

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; assuch the question of commenting on any material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company during the year under reportto transfer any sums to the Investor Education and Protection Fund. The question of delayin transferring such sums does not arise.

iv. The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management.

For Ajay Sekhri and Company

Chartered Accountants

Firm Reg. No. : 140181W

Sd/-

Ajay Sekhri

Partner

Membership No. : 032103

Place : Mumbai

Date : 15/05/2017

Annexure A referred to in paragraph 7 Our Report of even date to the members ofUNIVERSAL ARTS LIMITED on the accounts of the company for the year ended 31st March 2017.

On the basis of such checks as we considered appropriate and according to theinformation and explanations given to us during the course of our audit 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 fixed assets have been physically verified by the management atregular intervals; as informed to us no material discrepancies were noticed on suchverification;

(c) The title deeds of immovable properties are held in name of Company. ii. TheCompany's inventory consists of intangible rights of movies & proper records of thesame have been maintained by the management.

Further physical verification of said intangible rights is not possible. iii. Thecompany has granted loans secured or unsecured to Companies Firms Limited LiabilityPartnerships or other parties covered in the Register maintained under section 189 of theCompanies Act 2013.Company has granted loan to Midastouch Holdings Pvt. Ltd. and RotocapReal Estate Developers Ltd. in which directors of the Company are directors. Company hasnot stipulated the schedule of repayment of principal and interest and there are noregular receipts of principal and interest.

iv. According to the information and explanations given to us and based on the recordsof Company examined by us we report that Company has not given any loan made anyinvestments given guarantees and securities to specified persons under Companies Acthence provisions of section 185 and 186 of the Companies Act are not applicable toCompany.

v. The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable. vi. Cost accounts andrecords to be made and maintained as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 are not applicable to Company.

vii. a) According to the information and explanations given to us and based on therecords of Company examined by us Company is regular in depositing the undisputedstatutory dues Income-tax Sales-tax and other material statutory dues as applicablewith the appropriate authorities in India;

(b) According to the information and explanations given to us and based on the recordsof Company examined by us there are no statutory dues mentioned in sub clause vii(b)which have not been deposited on account of any disputes expect a sum of Rs 5451225/-representing MVAT liability and Rs 3357763/- representing CST liability both pertainingto AY 2005-06.

viii. According to the records of the Company examined by us and as per the informationand explanations given to us we are of the opinion that the Company has not defaulted inrepayment of principal amount and interest of the loans taken from banks or debentureholders.The Company has not availed of any loans from any financial institution or banksand has not issued debentures.

ix. Based upon the audit procedures performed and the information and explanationsgiven to us Company has not raised any money by way of initial public offer or furtherpublic offer including debt instruments and term loans during the year. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company and hence notcommented upon.

x. According to the information and explanations given to us and based on the recordsof Company examined by us no fraud by Company or any fraud on Company by its officers oremployees has been noticed during the year.

xi. According to the information and explanations given to us Company has not paid ormade any provisions for managerial remuneration during the year. xii. In our opinion theCompany is not a Nidhi Company. Accordinglythis clause is not applicable to Company

xiii. According to the information and explanations given to us and based on therecords of Company examined by us all transactions with the related parties are incompliance with the Section 177 and 188 of the Companies Act and the details have beendisclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on the recordsof Company examined by us Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.

xv. According to the information and explanations given to us and based on the recordsof Company examined by us Company has not entered into any non- cash transactions withdirectors or persons connected with them.

xvi. According to the information and explanations given to us it has been observedthat the Company is not a NBFC and therefore the Company is not required to getregistered under section 45-IA of the Reserve Bank of India Act 1934.

For Ajay Sekhri and Company

Chartered Accountants

Firm Reg. No. : 140181W

Sd/-

Ajay Sekhri

Partner

Membership No. : 032103

Place : Mumbai

Date : 15/05/2017

Annexure B referred to in paragraph 8 Our Report of even date to the members ofUNIVERSAL ARTS LIMITED on the accounts of the Company for the year ended 31st March 2017.

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 UNIVERSALARTS LIMITED ("Company") as of March 31 2017 in conjunction with our auditof the financial statements of Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

Company's management is responsible for establishing and maintaining internal financialcontrols in accordance with Rule 8 (5) (viii) of the Companies (Accounts) Rule 2014 andessential components of internal control stated in the guidance Note on Audit of InternalFinancial Controls over Financial reporting issued by the Institute of CharteredAccountants of India. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on Company's internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance withclause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") and the Standards on Auditing to the extent applicable to an audit ofinternal financial controls 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 procedures selected depend on the auditor's judgment including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our adverse audit opinion on Company's internal financial controlssystem 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:

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of Company are being made only inaccordance with authorizations of management and directors of Company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of Company's assets that could have amaterial 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 Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31 2017 based on the internalcontrol over financial reporting criteria established by 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 Ajay Sekhri and Company

Chartered Accountants

Firm Reg. No. : 140181W

Sd/-

Ajay Sekhri

Partner

Membership No. : 032103

Place : Mumbai

Date : 15/05/2017