GV Films Limited Chennai
Report on the Audit of the Standalone Financial Statements Qualified Opinion
We have audited the accompanying standalone financial statements of GV Films Limited("the Company") which comprise the Balance Sheet as at 31st March 2020 theStatement of Profit and Loss (including other comprehensive income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year then ended and notes tothe financial statements including a summary of the significant accounting policies andother explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effect of matters described in the Basis for Qualified Opinionsection of our report the aforesaid standalone financial statements give the informationrequired by the Companies Act 2013 ("Act") in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia including Indian Accounting Standards (Ind AS') specified under Section 133 ofthe Act of the state of affairs of the Company as at 31st March 2020 and itsprofit total comprehensive income the changes in equity and its cash flows for the yearended on that date.
Basis for Qualified Opinion
Indian Accounting Standards (IND AS 19) on Employee Benefit:
The Company has gratuity liability which are in the form of defined benefitsobligations. The Company has not made any contributions to Pension and Gratuity Trusts orany other fund based on the percentage of salary towards Gratuity and Pension Liabilities.The Company has not recognized its defined benefit obligations based on the actuarialvaluation as stated under IND AS 19. On account of this we are unable to comment on thecorrectness and the impact of the cost of employee benefits charged to the Statement ofProfit and Loss (including the Other Comprehensive Income) and the disclosures as requiredby IND AS 19 in the financial statements.
We have not received confirmation of balances in respect of trade payables tradereceivables loans and advances received by the Company loans and advances made by theCompany stock-in trade and capital work in progress. The management represented thatthese balances are realizable/ settled in the ordinary course of business. In the absenceof confirmation of balances we were unable to determine whether any adjustments by way ofprovision for doubtful debts etc. were necessary at the year end. Further attention isdrawn to the presence of several inoperative bank accounts held by the Company. In theabsence of the confirmation of the balances of these account balances and the other bankaccount balances we are unable to form an opinion on the correctness of the balances.
Foreign Currency Convertible Bonds:
Further attention is drawn to the non-furnishing of during our audit the underlyingAgreement to the Foreign Currency Convertible Bonds (FCCBs) issued by the Company. TheManagement has furnished us USD $65250/- the INR equivalent being Rs.4667771/- as theinterest payable on the FCCBs during the year under audit. In the absence of theproduction of the Original documents of the FCCBs we are unable to form an opinion on thecorrectness of the outstanding balance of the FCCBs and the interest payable thereon.
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditors' Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (ICAI')together with the ethical requirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Act and the rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics.
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.
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 of the 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 following to be the key audit matters to be communicated in ourreport.
|S.No Key Audit Matter ||How was the matter addressed in our Audit |
|1. Accuracy of recognition measurement Presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (revenue accounting standard) ||Principal Audit Procedures |
|The application of the revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations the appropriateness of the basis used to measure revenue recognized over a period. Additionally revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. ||We assessed the Company's process to identify the impact of adoption of the revenue accounting standard. |
| ||Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: |
| ||? Evaluated the design of internal controls relating to implementation of the revenue accounting standard. |
| ||? 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 reperformance 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 revenue accounting standard. |
|2.Impact of Covid-19 Pandemic on the Company's Operations. ||? We assessed the Company's process to identify assess and respond to risks of material misstatement considering the uncertainties and the impact of Covid-19 pandemic on the Company's operations and results for the year under consideration. We have designed performed procedures and modified previously planned audit procedures as a result of the necessity for carrying out part of the audit procedures remotely including verification of the source and completeness of data provided for audit. This includes performing alternative audit procedures to obtain audit comfort in respect of significant account balances for recognition measurement and disclosures. We specifically discussed the impact of COVID-19 with the management and critically challenged the key assumptions and their reasonableness in making such key accounting estimates. We have considered management's adjustments or disclosures which includes the impact of the changes in the environment on the recognition and measurement of account balances and transactions in the financial statements or other specific disclosures. |
Emphasis of Matter
a) The Company has adopted the Indian Accounting Standards (IND-AS) prescribed underSection 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards)Rules 2015 as amended from Financial Year 2019-20( the date of transition being 1st April2018). The financial results declared to SEBI for the first three Quarters of thefinancial year 2019-20 were as per Accounting Standards prescribed under Section 133 ofthe Companies Act 2013 read with the Companies (Accounting Standards) Rules 2006 asamended. The financial results of the last Quarter of the financial year 2019-20 and theAnnual results of financial year 2019-20 are under the Indian Accounting Standards.Attention is drawn to Note No.2 to the Standalone Financial Statement in this regard.
b) We draw your attention to Note No. 33 to the annual Standalone Financial Statementwhich explains the management's assessment of the financial and operational impact on thebusiness of the Company due to the lock-down and conditions relevant to the COVID-19 andits consequential impact of the carrying values of the assets as at 31st March2020.
Our opinion is not modified in respect of above matters.
Reference is drawn to Note No. 28 detailing the events culminating in the Order of theAdjudicating Officer of SEBI in Order No: ORDER/PM/RR/2019-20/6630-6635 dated 29th January2020. The Company has represented that it is in the course of filing an appeal againstthe aforementioned Order before the Honourable Securities Appellate Tribunal (SAT) and isconfident of winning the Appeal once filed. Our opinion is not modified in respect to theabove matter.
Information other than the financial statements and Auditors' Report There on
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Business Responsibility ReportCorporate Governance and Shareholder's Information but does not include the Standalonefinancial statements and our Auditors' report thereon.
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 standalone financial statements or our knowledge obtainedduring the course of our audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's board of directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give atrue and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read withthe Companies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Rules 2016 as amended from time to time and other accounting principlesgenerally accepted in India..
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 standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reportingprocess.
Auditors' 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 Auditors' report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith Standards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements.
As part of an audit in accordance with Standards on Auditing we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
? Identify and assess the risks of material misstatement of the standalone 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 control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
? Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
? Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 Auditors' 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 standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation. Materiality is the magnitude of misstatements in the standalone financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the standalone financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in
(i) planning the scope of our audit 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 themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our Auditors' report unlesslaw or regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act based on our audit 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 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 and the Cash Flow Statementdealt with by this report are in agreement with the books of account;
d) In our opinion the aforesaid financial statements comply with the accountingstandards specified under section 133 of the Act read with rule 7 of the Companies(Accounts) Rules 2014;
e) On the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2020 from being appointed as a director in terms of Section 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 A". Our report expresses a modified opinion on theadequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
g) 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 ouropinion and to the best of our information and according to the explanations given to usthe remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act; and
h) 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 (as amended) inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.
ii. The Company has made provision as required under the applicable law or AccountingStandards for material foreseeable losses if any on long-term contracts includingderivative contracts;
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein the "Annexure B" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.
To The Independent Auditors' Report on the Standalone Financial Statements of GV FilmsLimited for the year ended 31 March 2020 Report on the internal financial controls overFinancial Reporting under section 143(3) (i) of the Companies Act 2013 ("theAct")
We have audited the internal financial controls over financial reporting of GV FilmsLimited ("the Company") as of 31 March 2020 in conjunction with our audit ofthe standalone 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 and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of the Company's business including adherence to Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and Standards on Auditing prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controlswith reference to financial statements. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements were established and maintained and whether such controls operated effectivelyin all material respects. Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financial controls with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the Auditors' judgment including the assessment of the risks of materialmisstatement of the standalone 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 controls systemover financial reporting.
Meaning of Internal Financial Controls with reference to financial statements
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 controls with reference tofinancial statements 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 with reference to financialstatements
Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that internalfinancial controls with reference to financial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.
According to the information and explanations given to us and based on our audit thefollowing weakness has been identified as at 31st March 2020. " The Company's internalcontrol system for obtaining confirmation of balances from outside parties for tradereceivable trade payable and loans and advances stock -in trade and capital work-inprogress bank confirmations which could potentially result in existence of uncertaintythat may cast significant doubt about the recoverability/settlement of these items."
A material weakness' is a deficiency or a combination of deficiencies in internalfinancial control over financial reporting such that there is a reasonable possibilitythat a material misstatement of the company's annual financial statements will not beprevented or detected on a timely basis.
In our opinion except for the possible effects of the material weaknesses describedabove on the achievement of the objectives of the control criteria the Company hasmaintained in all material respects adequate internal financial control system overfinancial reporting and such internal financial controls over financial reporting criteriaestablished by the Company considering the essential components of the internal controlstated in the Guidance Note issued by the ICAI.
We have considered the material weaknesses identified and reported above in determiningthe nature timing and extent of audit tests applied in our audit of the March 31st2020financial statements of the Company and the material weaknesses does affect our opinion onthe financial statements of the Company.
Annexure "B "
To The Independent Auditors' Report on the Standalone Financial Statements of GV FilmsLimited for the year ended 31 March 2020 (Referred to in paragraph 2 under Report OnOther Legal and Regulatory Requirements' section of our report to the Members of GV FilmsLimited of even date)
i. In respect of the Company's 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 program of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner which in our opinion isreasonable having regard to the Size of the company and the nature of its assets. Pursuantto the program certain fixed assets were physically verified by the management during theyear and no material discrepancies were noticed on such verification.
According to the information and explanations given to us no material discrepancieswere noticed on such verification.
c. The title deeds of immovable properties included in fixed assets are held in thename of the Company. In respect of immovable properties taken on lease and disclosed asproperty plant and equipment in the standalone Ind AS financial statements the leaseagreements are in the name of the Company.
ii. The inventory has been physically verified by the management during the year. Inour opinion the frequency of such verification is reasonable. The Company has maintainedproper records of inventory.
The discrepancies noticed on verification between the physical stock and the bookrecords were not material.
iii. According to information and explanation given to us the company has grantedunsecured to companies firms limited liability partnerships or other parties covered inthe register required under section 189 of the Companies Act 2013.
a. In our opinion the rate of interest and other terms and conditions of such loansare not prima facie prejudicial to the interest of the company.
b. In respect of the aforesaid loans the parties are repaying the principal amounts asstipulated and are also regular in payment of interest where applicable.
c. In respect of the aforesaid loans in the cases where the overdue amount is morethan ninety days in our opinion reasonable steps have been taken by the company for therecovery of the principal amounts and interest where applicable.
iv. In our opinion and according to information and explanation given to us in respectof loans investments guarantees and security the Company has complied with theprovisions of sections 185 and section 186 of the Companies Act 2013.
v. In our opinion and according to information and explanation given to us the Companyhas not accepted any deposits from the public within the meaning of the directives issuedby the Reserve Bank of India provisions of Section 73 to 76 of the Act any otherrelevant provisions of the Act and the relevant rules framed thereunder. Accordinglyparagraph 3(v) of the Order is not applicable to the Company.
vi. The Central Government of India has not prescribed the maintenance of cost recordsunder sub-section (1) of section 148 of the Act for any of the activities of the companyand accordingly paragraph 3 (vi) of the order is not applicable.
a) According to the information and explanations given to usthe Company amountsdeducted/ accrued in the books of account in respect of undisputed statutory duesincluding provident fund employees' state insurance income-tax sales- tax service taxgoods and service tax duty of customs duty of excise value added tax cess and othermaterial statutory dues have been generally regularly deposited during the year by thecompany with the appropriate Authorities. According to the information and explanationsgiven to us no undisputed amounts payable in respect of provident fund employees' stateinsurance income-tax sales- tax service tax goods and service tax duty of customsduty of excise value added tax cess and other material statutory dues were in arrears asat March 31 2020 for a period of more than six months from the date they became payableexcept the following :
|Name of the Statute ||Assessment Year ||Nature of dues ||Amount (Rs) |
|Income Tax Act1961 ||2008-09 ||Income Tax Payable ||113969 |
|Income Tax Act1961 ||2009-10 ||Income Tax Payable ||786318 |
b) According to the information and explanations given to us there are no dues ofIncome-tax or Sales tax or Service tax or Goods and Services tax or duty of Customs orduty of Excise or Value added tax which have not been deposited by the Company on accountof disputes except for the following:
|Name of the Statute ||Nature of dues ||Amount (Rs) |
|Service Tax ||Service Tax Act ||5352586 |
|Section 15HA of the SEBI Act 1992 and Section 23E of the SCRA1956 ||Penalty ||2500000 |
|Others || ||500000 |
|Total || ||8352586 |
viii. In our opinion and according to the information and explanations given to us thecompany has no outstanding dues to any financial institutions or banks or any governmentor any debenture holders during the year. Accordingly paragraph 3 (viii) of the order isnot applicable.
ix. Company has not raised any money by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year.
Accordingly the provisions of Clause 3(ix) of the Order is not applicable to theCompany.
x. In our opinion and according to the information and explanation given to us nomaterial fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the course of our audit.
xi. In our opinion and according to the information and explanations given to us theCompany has paid/ provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. The Company is not a Nidhi Company and accordingly paragraph 3 (xii) of the orderis not applicable to the Company.
xiii. According to the information and explanations given to us and based on ourexamination of the records of the company transactions with the related parties are incompliance with section 177 and 188 of the Act. Where applicable the details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.
xiv. According to the information and explanations given to us and based on ourexamination of the records of the company the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the order is not applicable.
xv. According to the information and explanations given to us and based on ourexamination of the records of the company the company has not entered into non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the order is not applicable.
xvi. According to the information and explanations given to us and based on ourexamination of the records of the company the company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934.