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B A G Films & Media Ltd.

BSE: 532507 Sector: Media
NSE: BAGFILMS ISIN Code: INE116D01028
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NSE 00:00 | 03 Apr 1.80 0.05
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1.75

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OPEN 1.75
PREVIOUS CLOSE 1.81
VOLUME 154410
52-Week high 5.10
52-Week low 1.33
P/E
Mkt Cap.(Rs cr) 36
Buy Price 1.80
Buy Qty 1500.00
Sell Price 1.89
Sell Qty 1000.00
OPEN 1.75
CLOSE 1.81
VOLUME 154410
52-Week high 5.10
52-Week low 1.33
P/E
Mkt Cap.(Rs cr) 36
Buy Price 1.80
Buy Qty 1500.00
Sell Price 1.89
Sell Qty 1000.00

B A G Films & Media Ltd. (BAGFILMS) - Auditors Report

Company auditors report

To

The Members of B.A.G. Films and Media Limited

Report on the Audit of the Standalone Financial Statements

opinion

We have audited the accompanying standalone financial statements B.A.G. Films and MediaLimited (the Company) which comprise the Balance Sheet as at 31 March 2019 and theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 (the Act) in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended and other accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2019 its profit total comprehensive income itscash flows and the changes in equity for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SA) specified under Section 143 (10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the independencerequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit ofthe standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor's Response
1 Accuracy of recognition measurement presentation and disclosures of revenue and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard) Principal Audit Procedures Our audit procedures on adoption of Ind AS 115 Revenue from contracts with Customers (‘Ind AS 115') which is the new revenue accounting standard include -
The standalone financial statements the Company has adopted Ind AS 115Revenue from Contracts with Customers (‘Ind AS 115')which is the new revenue accounting standard. The application and transition to this accounting standard is complex and is an area of focus in the audit. The revenue standard establishes a comprehensive framework for determining whether how much and when revenue is recognized. This involves certain key judgments relating to identification of distinct performance obligations determination of transaction price of identified performance obligation the appropriateness of the basis used to measure revenue recognized over a period. Additionally the standard mandates robust disclosures in respect of revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. • Evaluated the design and implementation of the processes and internal controls relating to implementation of the new revenue accounting standard;
The Company adopted Ind AS 115 and applied the available exemption provided therein to not restate the comparative periods. • Selected a sample of continuing and new contracts and tested the operating effectiveness of the internal control relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation re-performance and inspection of evidence in respect of operation of these controls.
• Tested the relevant information technology systems access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard.
• Evaluated the cumulative effect adjustments as at 1 April 2018 for compliance with the new revenue standard; and
• Evaluated the appropriateness of the disclosures provided under the new revenue standard and assessed the completeness and mathematical accuracy of the relevant disclosures.
2 Evaluation of uncertain tax positions Our audit procedures include the following substantive procedures:
The Company operates in multiple jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business. These involve significant management judgment to determine the possible outcome of the uncertain tax positions consequently having an impact on related accounting and disclosures in the standalone financial statements. • Obtained understanding of key uncertain tax positions; and
• We along with our internal tax experts -
• Read and analysed select key correspondences external legal opinions / consultations by management for key uncertain tax positions;
D• iscussed with appropriate senior management and evaluated management's underlying key assumptions in estimating the tax provisions; and
• Assessed management's estimate of the possible outcome of the disputed cases.

Other information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditors'report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other information ismaterially inconsistent with the standalone financial statements or our knowledge obtainedin the audit or otherwise appears to be materially misstated. If based on the work wehave performed we conclude that there is a material misstatement of this other informationwe are required to report that fact.

We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit / loss (includingother comprehensive income) changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the standalone financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible for assessingthe Company's ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the companyhas adequate internal financial controls with reference to standalone financial statementsin place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors' report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on our independenceand where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

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 a statement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable.

2. As required by section 143 (3) of the Act we report to the extent applicable that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief 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 it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards prescribed under Section 133 of the Act read with Rule 7of the Companies (Accounts) Rule 2014.

(e) On the basis of the written representations received from the directors as on 31March 2019 and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 from being appointed as a director in terms of section164(2) of the Act; read with Rule 7 of the Companies (Accounts) Rules 2014.

(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" which is based on the Auditors' Reports of theCompany. Our report expresses an unmodified opinion on the adequacy and operatingeffectiveness of the internal financial controls over financial reporting of the Company.

(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:

1. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements.

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

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

4. The disclosures regarding details of specified bank notes held and transacted during8 November 2016 to 30 December 2016 has not been made since the requirement does notpertain to financial year ended 31 March 2019

5. With respect to the matter to be included in the Auditors' Report under section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For Kumar Khare & Co.
Chartered Accountants
Firm Registration No. 006740C
Alok Khare
Place: Noida Partner
Date : May 29 2019 Membership No.075236

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on Companies (Auditor's Report) Order 2016 (the Order) issued by the CentralGovernment in terms of Section 143(11) of the Companies Act 2013 (the Act) of B.A.G Filmsand Media Limited (the Company)

i. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of fixed assets whichin our opinion is reasonable having regard to the size of the Company and the nature ofits assets. In accordance with this programme certain fixed assets were physicallyverified by the management during the year and we are informed that no materialdiscrepancies were noticed on such verification.

(c) According to information and explanation given to us and on the basis of ourexamination of records of the Company title deeds of immovable properties are held inname of the Company.

ii. The inventory has been physically verified at reasonable intervals by themanagement during the year. The Company has maintained proper records of inventory. Nodifference were noticed on verification between the physical stock and the book records.

iii. According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited Liability Partnershipsor other parties covered in the register maintained under section 189 of the Act.Accordingly the provisions of clause 3(iii)(a) (b)and (c) of the Order are not applicableto the Company and hence not commented upon.

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 Act in respect ofgrants of loans making investments and providing guarantees and securities as applicable.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted deposits from the public within the meaning of Section 73 to 76of the Act and the Rules framed there under to the extent notified. Therefore theProvisions of Clause 3(v) of the order are not applicable to the Company.

vi. To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under clause 148(1) of the Act for the businessactivities carried out by the Company. Thus the reporting under clause 3(vi) of the orderis not applicable to the Company.

vii. According to the information and explanations given to us in respect of statutorydues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Investor Education and Protection Fund Employee StateInsurance Income-tax Wealth-tax Sales tax Service tax/Goods and Service tax Customsduty Excise duty Cess and any other material statutory dues applicable to it with theappropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund InvestorEducation and Protection Fund Employee State Insurance Income-tax Wealth tax Salestax Service tax/ Goods and Service tax Customs duty Excise duty Cess and othermaterial statutory dues in arrears as at 31 March 2019 for a period of more than sixmonths from the date they became payable.

(c) There are no dues of income tax service tax goods and services tax customs dutyexcise duty and cess on account of any dispute which have not been deposited.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of loans or borrowing to banks. The Company doesnot have any outstanding loans or borrowing from financial institutions or government andthere are no dues to debenture holders during the year.

ix. In our opinion and according to the information and explanations given to us theCompany did not raise any money by way of initial public offer or further public offer(including debt instruments) and term loans during the year. Accordingly paragraph 3(ix)of the Order is not applicable to the Company.

x. To the best of our knowledge and according to the information and explanations givento us no material fraud by the Company or on the Company by its officers or employees hasbeen noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on ourexamination of the records the Company has paid/provided managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

xii. According to the information and explanations given to us in our opinion theCompany is not a Nidhi Company as prescribed under Section 406 of the Act and hencereporting under clause 3(xii) of the order is not applicable.

xiii. In our opinion and according to the information and explanations given to us andbased on our examination of the records of the Company all transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the standalone financial statementsas required under Indian Accounting Standard (Ind AS) 24 Related Party Disclosuresspecified under Section 133 of the Act.

xiv. According to the information and explanations given to us the Company has madepreferential allotment of equity shares by conversion of warrants during the year underreview.

In respect of the above issue we further report that:

a) the requirement of Section 42 of the Companies Act 2013 as applicable have beencomplied with; and

b) the amounts raised have been applied by the Company during the year for the purposesfor which the funds were raised.

xv. In our opinion and according to the information and explanations given to us andbased on our examination of the records the Company has not entered into noncashtransactions with directors or persons connected to its directors and hence provisions ofsection 192 of the Act are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45 IA of the ReserveBank of India Act 1934.

For Kumar Khare & Co.
Chartered Accountants
Firm Registration No. 006740C
Alok Khare
Place: Noida Partner
Date : May 29 2019 Membership No.075236

ANNEXURE B TO THE iNDEPENDENT AUDiTORS' REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the B.A.G Films and Media Limited 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 B.A.G Filmsand Media Limited (‘the Company') as of March 31 2019 in conjunction with our auditof the standalone Ind AS 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 controlsstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance note") issued by the Institute of Chartered Accountantsof India ("ICAI"). 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 the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Standards on Auditing issued by the Institute of Chartered Accountants of India(ICAI) and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of Internal Financial Controls Over Financials Reporting (IFCOFR)and the Guidance Note on Audit of Internal Financial Control Over Financial Reporting (the"Guidance Note") issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with the ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 auditors' judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting of the Company.

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 financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton 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.Alsoprojections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlsover 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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the 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 Kumar Khare & co.
Chartered Accountants
Firm Registration No. 006740C
Alok Khare
Place : Noida Partner
Date : May 29 2019 Membership No.075236