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Euro Multivision Ltd.

BSE: 533109 Sector: Engineering
NSE: EUROMULTI ISIN Code: INE063J01011
BSE 00:00 | 13 Dec Euro Multivision Ltd
NSE 05:30 | 01 Jan Euro Multivision Ltd
OPEN 1.55
PREVIOUS CLOSE 1.43
VOLUME 4588
52-Week high 1.57
52-Week low 1.36
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.55
CLOSE 1.43
VOLUME 4588
52-Week high 1.57
52-Week low 1.36
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Euro Multivision Ltd. (EUROMULTI) - Auditors Report

Company auditors report

To

The Members of Euro Multivision Limited

Report on the Audit of Financial Statements

Qualified Opinion

We have audited the accompanying financial statements of Euro Multivision Limited ("theCompany") which comprise the Balance Sheet as at March 312021 the Statement ofProfit and Loss (including Other Comprehensive Income) the Statement of Cash Flows andthe Statement of Changes in Equity for the year then ended and a summary of thesignificant 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 financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amendedand other accounting principles generally accepted in India of the state of affairs ofthe Company as at March 31 2021 the loss and total comprehensive income changes inequity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Our audit opinion is Qualified for the following matters:

 

(a) The Company has been continuously incurring substantial losses since past fewyears. The Company's current liabilities exceed its current assets and further the networth of the Company has been fully eroded these events indicate a material uncertaintythat casts a significant doubt on the Company's ability to continue as a going concern andtherefore it may be unable to realize its assets and discharge its liabilities in thenormal course of business. The financial statements do not disclose the fact that thefundamental accounting assumption of going concern has not been followed.

(b) We draw attention towards the fact that the Company's financialfacilities/arrangements including Term Loans Working Capital Facilities and Non FundBased Credit Facilities have expired and the accounts with the Banks have turned into NonPerforming Assets.

The Company is unable to renegotiate restructure or obtain replacement of financingarrangements and the banks have initiated legal proceedings for the recovery from theCompany u/s. 19 of the Debt Recovery Tribunal (DRT) u/s. 13(2) of the Securitization& Reconstruction of Financial Assets & Enforcement of Security (Second) Interest(SARFAESI) Act 2002.

The Company has not provided for interest on its banking credit facilities amounting toRs. 8603.43 lakhs for the year ended March 31 2021. Had the same been accounted for;the net loss (after tax) for the year ended March 31 2021 would have increased by Rs.8603.43 lakhs. Total amount which the Company has not recorded cumulatively upto March31 2021 amounted to Rs.53773.55 lakhs.

(c) On November 27 2019 the order of Debt Recovery Tribunal was passed wherein ithas been directed to the Company to clear dues amounting to Rs. 13971.99 lakhs andinterest and penalty within a period of 2 months from the date of order failing which theBank will be entitled to sell the hypothecated assets mortgage properties and otherpersonal movable and immovable properties of the Company and guarantors. No action hasbeen taken by the Company till the date of this report and consequential impact isunascertainable.

Application has been filed against the Company by one of the secured financial lenderwith The Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench on June 18 2020 toinitiate Corporate Insolvency and Resolution Process (CIRP) which is pending for finalhearing at NCLT on July 29 2021. The consequential impact is unascertainable.

(d) Attention is also drawn to the fact that the Company has not provided forimpairment or diminishing value of its assets/investment as per ‘Ind AS 36-Impairment of Assets' as notified under Section 133 of the Companies Act 2013. Theeffect of such Impairment or diminishing value has not been quantified by the managementand hence the same is not ascertainable.

(e) We also draw attention to the fact of non-receipt of confirmations of balances fromthe Sundry Debtors Deposit Accounts Unsecured Loans Loans & Advances InvestmentsBanks Sundry Creditors and other liabilities. Pending receipt of confirmation of thesebalances and consequential reconciliations / adjustments if any the resultant impact onthe financial statements is not ascertainable.

(f) We draw attention to the fact towards the non-ascertainment of complete particularsof dues to Micro Small and Medium enterprises if any under MSMED Act 2006 andprovisions towards interest if any at this stage which is not in conformity with‘Ind AS 37-Provision Contingent Liabilities and Contingent Assets'.

(g) Attention is drawn regarding the fact that the Company for its Optical Disc'smanufacturing unit had imported various Capital Goods under the Export Promotion CapitalGoods Scheme (EPCG) of the Government of India through various licenses at concessionalrates of Custom Duty on an undertaking to fulfill quantified exports within a period ofeight years from the date of issue of respective licenses. The Custom Duties so savedamounted to Rs. 2538.56 lakhs and the corresponding Export obligation to be fulfilledamounted to Rs. 20308.50 lakhs however as on March 31 2021 the Export obligation yetto be fulfilled amounted to Rs. 19121.60 lakhs. The stipulated period of 8 years tofulfill Export obligation has already expired and the company is required to pay the saidsaved Custom Duty together with interest @ 15% p.a. but the same has not been provided inbooks of accounts by the Company and the final liability is presently unascertainable

(h) Attention is drawn to the fact that the Company Secretary had resigned from theCompany and the Company has not appointed any other person and the position stands vacanttill the date of our report and therefore the company is not in compliance with Regulation6 of LODR which requires Company Secretary to be appointed as Compliance Officer.

(i) Attention is also drawn to the fact that the Company's Solar Photovoltaic Cellsmanufacturing unit which is located in self-owned sector specific Special Economic Zone(SEZ). According to the SEZ Rules 2006 the units should have positive Net ForeignExchange Earnings (NFE) which shall be calculated as per applicable rules in cumulativeblocks of five years starting from the commencement of production. The company could notachieve positive Net Foreign Exchange Earnings in the first block of five years hence theDirector General of Foreign Trade (DGFT) has imposed a penalty of Rs. 2500.00 lakhs underRule 54 of the SEZ Rules 2006 and the same has not been provided in books of accounts bythe Company.

(j) We also draw attention towards the fact that in respect of deposits accepted bythe company before the commencement of this Act within the meaning of section 74 & 75of the Act and the Rules framed there under the principal amount of such deposits andinterest due thereon remained unpaid even after expiry of one year from such commencementand the Company had not filed a statement within a period of three months from suchcommencement or from the date on which such payments were due with the Registrardetails as prescribed u/s.74(1)(a). Further no application has been made for extension oftime with the National Company Law Tribunal u/s. 74(2) of the Companies Act 2013 in thisregards.

Further the Company has deposits in contravention to Section 73 read with Section 76of the Companies Act 2013.

(k) We also draw your attention towards overdue receivables aggregating to Rs. 39.68lakhs as on March 31 2021 towards sale of goods included under "TradeReceivables" owed to the Company by its Foreign Customers due for more than 6 monthsas on March 31 2021. These balances have not been settled till March 31 2021. TheCompany is yet to make an application to the authorized dealer or Reserve Bank of India(RBI) for overdue receivable balances beyond the prescribed time limits in accordance withForeign

Exchange Management Act (FEMA). Any penalties that may be levied by RBI are presentlynot known and not given effect to in the IND AS financial statements.

Also of the total amount receivable as disclosed in the financial results amountingto Rs. 148.29 lakhs provisions for doubtful debts have been created at Rs. 67.94 lakhs.The allowance for bad and doubtful debts have been made based on the estimates and bestpossible judgement of the Company.

The Expected Credit Loss Method as required under Ind AS 109 has not been followedwhile making provision for doubtful debts. Based on the above we are unable to commentover the recoverability of trade receivables provisioning and its overall impact on thefinancial results.

(l) We draw attention towards amounts aggregating to Rs. 36.55 lakhs disclosed underTrade Payables in respect of purchase of raw materials spares and consumables fromentities outside India which are outstanding for more than 6 months which is notin compliance with the Regulations / Guidelines of the Foreign Exchange Management Act1999. Any penalties that may be levied by the Reserve Bank of India and/or any changes tothe disclosure of the amounts in the financial results in this regard are not presentlyascertainable.

(m) The Company has borrowings which are repayable on demand classified underNon-Current Financial Liabilities which are borrowed from various related parties andother lenders the repayment terms of which have not been agreed between the Company andthe lenders. The Company has not fair valued such sums received in accordance with theprovisions of ‘Ind AS - 109 - Financial Instrument' and ‘Ind AS - 113 - FairValue Measurement'. The impact has not been quantified by the management and hence thesame is unascertainable.

(n) The Company has not obtained actuarial valuation report and had not made anyprovision for Gratuity and Leave Encashment for the year. The impact of suchnon-provisioning of liability is unascertainable on the financial statements accordinglyrelevant disclosures as required under Ind AS - 15 Employees Benefit have not been given.

(o) The Company has on the basis of their internal evaluation valued inventories atRs. 17.18 lakhs. In the absence of valuation report or other documentary evidencesconfirming net realizable value of inventories we are unable to comment on realizationvalue of the inventories.

(p) The Company has Gratuity liability payable to the employees amounting to Rs. 32.93lakhs which are long outstanding. No interest has been provided by the Company over thesame during the preparation of financial statements. The effect of such treatment has notbeen quantified by the management and hence the same is not ascertainable.

(q) The system of Internal Financial Controls over financial reporting with regards tothe Company were not made available to us to determine if the Company has establishedadequate internal financial control over financial reporting and whether such internalfinancial controls were operating effectively under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013. Refer to our separate report on Internal FinancialControls "Annexure - A to Independent Auditor Report" where we have disclaimedour opinion.

(r) The Company has Income Tax demand outstanding amounting to Rs. 34.50 lakhs whichis still outstanding for AY 2009-10 consequential impact not known. TDS demandoutstanding amounting to Rs. 2.19 lakhs pertaining to the previous financial years. TheCompany is in the process of ascertaining the liabilities and rectifying such returnswherever required. No adjustment has been made for the said sums in the financialstatements.

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the independence requirements that are relevant to our audit ofthe financial statements under the provisions of the Act and the Rules made thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidences which wehave obtained are sufficient and appropriate to provide a basis for our qualified opinionon the financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report:

Key Audit Matter Auditor's Response
i) Evaluation of Uncertain Tax Positions
The Company has material uncertain tax positions in direct as well as indirect laws including matters under dispute which involves significant judgement to determine the possible outcome of the disputes. Our audit procedures includes:
(Refer Accounting Policies and Note - 35 of the Financial Statements) • Obtained details of tax assessments from management and positions of legal and disputed matters.
• We assessed the management's underlying assumptions in relation to estimating the probable cash outflow and possible outcome of the disputed matters lying with the tax authorities.
• Discussed with tax consultants of the management about the implications and possibilities of outcome of various litigation matters.
• Reviewed the disclosures of the litigation matters and impact on the financial statements.
• Considered the effect of new information in respect of uncertain tax positions as at April 1 2021 to evaluate whether any change was required to management's position on the uncertainty.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe financial statements and our auditor's report thereon. The annual report is expectedto be made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

When we read the Annual Report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.

Management's Responsibility for the Ind AS 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 Ind AS financial statements to give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards ("Ind AS") specified inthe Companies (Indian Accounting Standards) Rules 2015 (as amended) under Section 133 ofthe Act.

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 Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditors' Responsibility for Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements. As part of an audit in accordance with SAs weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

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 themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determined mattersthat were of most significance in the audit of the financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosure about the matter or when inextremely rare circumstances we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh 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 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to uswe give in the "Annexure A" a statement on the matters specified in paragraphs 3and 4 of the Order.

2. As required by Section 143 (3) of the Act we report that:

(a) We have sought and except for the possible effect of the matter described in theBasis of Qualified Opinion paragraph above and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof our audit;

(b Except for the possible effect of the matter described in the Basis of QualifiedOpinion paragraph above in our opinion proper books of account as required by law havebeen kept by the Company so far as appears from our examination of those books;

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

(d) Except for the possible effect of the matter described in the Basis of QualifiedOpinion paragraph above in our opinion the aforesaid Ind AS financial statements complywith the Indian Accounting Standards specified under section 133 of the Act read withRules issued thereunder;

(e) The matters described in the ‘Basis of Qualified Opinion' paragraph above inour opinion may have an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the directors as on March312021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312021 from being appointed as a director in terms of Section 164 (2) of theAct;

(g) 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" dated June 29 2021 where we have disclaimed ouropinion;

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us no remuneration is paid by the Company to its directors during the year andhence disclosure with respect to provisions of section 197 of the Act are not applicableto the Company.

(i) 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 opinion and to thebest of our knowledge and belief and according to the information and explanations givento us:

i. The Company has disclosed the impact of pending litigations as at March 31 2021 onits financial position in its financial statements;

ii. The Company did not have any long-term contracts including derivative contracts asat March 312021; and

iii. There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company during the year ended March 312021; and

For S.S. Singhvi & Associates
Firm Registration Number: 114980W
Chartered Accountants
CA Ankit B. Rathi
Place: Surat Partner
Date: June 29 2021 Membership Number: 164582 UDIN : 21164582AAAAAW3136

Annexure - ‘A' to the Independent Auditors' Report

The Annexure ‘A' referred to in our Independent Auditors' Report to the members ofthe Company on the standalone Ind AS financial statements of Euro Multivision Limited forthe year ended March 312021 we report that:

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

(b) The property plant and equipment covering significant value were physicallyverified during the year by the management at such intervals which in our opinionprovides for the physical verification of all the property plant and equipment atreasonable intervals having regard to the size of the Company and nature of its business.According to the information and explanations given to us no material discrepancies werenoticed on such verification;

(c) According to the information and explanations given to us and the records examinedby us we report that the title deeds comprising all the immovable properties of landand buildings are held in the name of the Company as at the balance sheet date.

ii. In our opinion the management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies between physicalinventory and book records were noticed on physical verification.

iii. According to the information and explanation given to us the Company has notgranted any loans secured or unsecured to companies firms or other parties covered inthe register maintained under section 189 of the Act. Therefore the provisions of clause3(iii) (iii)(a) and (iii)(b) of the order are not applicable to the Company.

iv. In our opinion and according to the information and explanation given to us theCompany has neither granted any loans nor provided any guarantees nor any securities inrespect of any loans to any party covered under section 185 or section 186 of the Act.

v. In our opinion and according to the information and explanations given to us theCompany during the year has not accepted any deposits from the public within the meaningof section 73 & 76 of the Act and the Rules framed there under to the extent notified.

However in respect of deposits accepted by the company before the commencement of thisAct within the meaning of section 74 & 75 of the Act and the Rules framed there underto the extent notified the principal amount of such deposits and interest due thereonremained unpaid even after expiry of one year from such commencement and the Company hadnot filed a statement within a period of three months from such commencement or from thedate on which such payments were due with the Registrar details as prescribedu/s.74(1)(a). Further no application has been made for extension of time with the NationalCompany Law Tribunal u/s.74 (2) of the Companies Act 2013 in this regards.

vi. The Central Government has not specified maintenance of cost records undersub-Section (1) of Section 148 of the Act in respect of Company's products. Accordinglythe provisions of clause 3(vi) of the Order are not applicable.

vii. (a) According to the information and explanation given to us and the records ofthe Company examined by us

in our opinion the Company has been facing liquidity stress since past few years due towhich there were delays in depositing various undisputed statutory dues with appropriateauthorities including income tax duty of customs goods and service tax cess and othermaterial statutory dues as applicable. There were delays in depositing professional taxwith the authorities amounting to Rs. 0.13 lakhs as on the year ending. No other statutorydues was outstanding as at the last day of the financial year concerned for a period ofmore than six months from the date they become payable except for professional tax.

(b) According to the information and explanation given to us and the records of theCompany examined by us there are no dues of income tax goods and service tax duty ofcustoms as at March 312021 which have not been deposited on account of any dispute exceptthe following:

Dispute Pending Under Year of Dispute Authority Where Dispute Is Pending Amount Disputed (Rs. In Lakhs)
1. Rule 54 of SEZ Rules 2006 Block of 5 years from 2010 - 2015 The Hon'ble Secretary Ministry of Commerce New Delhi 2500.00
2. Foreign Trade Policy 2004-2009 2004-2007 DGFT New Delhi 2538.56
3. Income Tax Act 1961 AY 2009-10 Assessing Officer 34.50
4. Income Tax Act 1961 AY 2012-13 Assessing Officer 43.08

(c) There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company during the year ended March 312021.

viii. In our opinion and according to the information and explanations given tous the Company has defaulted in repayment of loans and interest's dues to the banks. Thebank lenders have initiated legal proceedings against the Company for recovery of theirrespective debts at the Debt Recovery Tribunal and have taken symbolic possession of thesecurities u/s. 13(4) of the SARFAESI Act 2002.

Name of the Bank Principal Outstanding (Rs. in Lakhs) Interest Outstanding (Rs. in Lakhs) Default since
State Bank of India 12391.62 35014.98 April 2011
The Cosmos Co-Op Bank Ltd 7915.88 18758.56 January 2011
Total 20307.50 53773.55

ix. In our opinion the Company has applied the term loans for the purposes for whichthese were raised. The Company did not raised money by way of initial public offer/further public offer (including debt instruments) during the year.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has not paid/provided for managerial remuneration and hence therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct are not applicable to the Company.

xii. In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.

xiii. In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Act where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the financial statements as required by the applicable Ind AS.

xiv. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of clause 3 (xiv) of the Order are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsDirectors or persons connected to its Directors and hence provisions of Section 192 of theAct are not applicable.

xvi. The company is not required to be registered under Section 45 IA of the ReserveBank of India Act 1934 and hence reporting under clause 3 (xvi) of the Order are notapplicable to the Company.

For S.S. Singhvi & Associates
Firm Registration Number: 114980W
Chartered Accountants
CA Ankit B. Rathi
Place: Surat Partner
Date: June 29 2021 Membership Number: 164582

Annexure - ‘B' to the Independent Auditor's Report

Referred to in paragraph 2(g) of the Independent Auditor's Report of even date to theMembers of Euro Multivision Limited on standalone financial statement for the year endedMarch 312021

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 EuroMultivision Limited ("the Company") as of March 31 2021 in conjunction with ouraudit of 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 Reporting("the Guidance Note') issued by the Institute of Chartered Accountants of 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("the Act").

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.

Because of the matter described in Basis for Disclaimer of Opinion paragraph below wewere not able to obtain sufficient appropriate audit evidence to provide a basis for anaudit opinion on internal financial controls system over financial reporting of theCompany.

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 the 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 the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the 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.

Basis for Disclaimer of Opinion

 

According to the information and explanations given to us the Company has notestablished its internal financial control over financial reporting on criteria based onor considering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.

Disclaimer of Opinion

Because of the significance of the matter described in the Basis for Disclaimer ofOpinion paragraph above we are unable to obtain sufficient appropriate audit evidence toprovide a basis for our opinion whether the Company had adequate internal financialcontrols over financial reporting and whether such internal financial controls wereoperating effectively as at March 312021. According we do not express an opinion on theCompany's internal control over financial reporting.

We have considered the disclaimer reported above in determining the nature timing andextent of audit tests applied in our audit of the financial statements of the Company forthe year ended March 31 2021 and the disclaimer does not affect our opinion on thefinancial statements of the Company.

For S.S. Singhvi & Associates
Firm Registration Number: 114980W
Chartered Accountants
CA Ankit B. Rathi
Place: Surat Partner
Date: June 29 2021 Membership Number: 164582

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