To the Members of GANESH FILMS INDIA LIMITED Qualified Report on the Audit of theFinancial Statements
We have audited the accompanying financial statements of GANESH FILMS INDIA LIMITED("the Company") which comprises of the Balance Sheet as at 31 March 2020 theStatement of Profit and Loss the Statement of Cash Flows for the year ended on that dateand a summary of the significant accounting policies and other explanatory information(hereinafter referred to as "the financial statements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements gives a true and fair view in conformity exceptfor the effects of matter described in the Basis for Qualified Opinion paragraph belowwith the aforesaid AS and other accounting principles generally accepted in Indiaprescribed under section 133 of the Act read with the Companies (Accounting Standards)Rules 2015 as amended ("AS") and other accounting principles generallyaccepted in India of the state of affairs of the Company as at 31 March 2020 the profitand its cash flows for the year ended on that date.
Basis for Qualified Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. 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 together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion except for thefollowing qualified opinion as mentionedbelow:
1. The balances of trade receivables trade payables loans and advances are subject toconfirmations reconciliation and consequential adjustments if any.
ln view of above we are unable to comment upon the resultant impact of the above onthe profit for the year reserve and surplus investment loans and advances tradereceivables trade payables current and non-current assets and liabilities as at balancesheet date.
Emphasis of Matter:
Note 34 to the financial statements which describe the Management's assessment of theimpact of the outbreak of Coronavirus (Covid-19) on the business operations of theCompany. The Management believes that no adjustments are required in the FinancialStatements as it does not impact the financial year ended 31 March 2020 however in viewof the various preventive measures taken (such as complete lock-down restrictions by theGovernment of India travel restrictions etc.) and highly uncertain economic environmenta definitive assessment of the impact on the subsequent periods is highly dependent uponcircumstances as theyevolve.
Our opinion is not modified in respect of above matters.
Key Audit Matters Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the financial statements of thecurrent year. These matters were addressed in the context of our audit of the 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. Key Audit Matter No. ||Auditor's Response |
|1 Revenue Recognition The Company in engaged in bridging the gap between South Indian film Industry and south Indian movie fans in northern regions of India. Wherein the Company provides rights to run the film intheaters. ||In view of the significance of the matter we applied following audit procedures in this area among others to obtain sufficient appropriate audit evidence: |
|See accounting policies in Note 1.6.5 to the Financial Statements ||1. We assessed and tested the effectiveness of relevant controls over revenue within each of the revenue streams. |
|The Company principally derives its revenue from sale of movie distribution rights from the theaters and commission income as per terms entered thereto. ||2. We inspected the terms of significant revenue contracts and assessed whether they were consistent with the basis of revenue recognized by theCompany. |
| ||3. We agreed the weekly collection report underlying the calculation of revenue to sales records having assessed the relevant controls relating to the recording of that revenue. |
| ||4. We also considered the adequacy of the Company's disclosures and the accounting policies included in the financial statements. |
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's 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 financial statements or our knowledge obtained during thecourse 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.
Responsibility of Management for the 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 preparationand presentation of these financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standards(AS) specified under section 133 of the Act read with relevant rules issued thereunder.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud orerror.
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.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process
Auditor's Responsibility for the Audit of the 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 we exercise professional judgment andmaintain 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 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 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 auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a goingconcern.
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 determine thosematters that were of most significance in the audit of the financial statements of thecurrent year and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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 suchcommunication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act we report that:
a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.
c. The Balance Sheet the Statement of Profit and Loss and the Statement of Cash Flowdealt with by this Report are in agreement with the relevant books of account.
d. In our opinion the aforesaid financial statements comply with the AS specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules2014.
e. On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164 (2) of theAct.
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 an unmodified opinion onthe adequacy 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 our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.
h. 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 as amended inour opinion and to the best of our information and according to the explanations giventous:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.
ii. The Company did not have any long-term contracts including derivative contractsfor which therewere any material foreseeable losses;
iii. There has been no amounts required to be transferred to the Investor Educationand Protection Fund by theCompany.
2. 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 Companies Act 2013 we give in the "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extentapplicable.
For JMR & Associates LLP
Firm Regn.No. 0106912W/W100300
CA Nikesh Jain
M. No. 114003
Date: 31 July 2020
To the Independent Auditors' Report on the financial statements of Ganesh Films IndiaLimited for the year ended 31stMarch 2020
(Referred to in paragraph 1(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Ganesh Films India Limited of evendate)
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 GaneshFilms India Limited ("the Company") as at 31 March 2020 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 Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under theAct.
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 on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financialstatements.
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.
In our opinion and to the best of our information and according to the explanationsgiven to us the Company incorporated in India have in all material respects anadequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at March 312020 based on the internal control over financial reporting criteria established by therespective companies considering the essential components of internal control stated inthe Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issuedby the Institute of Chartered Accountants of India.
For JMR & Associates LLP
Firm Regn.No. 0106912W/W100300
CA Nikesh Jain
Partner M. No. 114003
UDIN: 20114003AAAADN1686 Place: Mumbai Date: 31 July 2020
To the Independent Auditors' Report on the financial statements of Ganesh Films IndiaLimited for the year ended 31st March 2020
(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'section of our report to the Members of Ganesh Films India Limited of evendate.)
i. In respect of property plant and equipments:
a) The Company has maintained proper records showing full particulars includingquantitative details and situation of property plant and equipments.
b) As informed to us the property plant and equipments have been physically verifiedby the management during the year according to a phased programme. In our opinion suchprogramme is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on such verification by the management asfurther informed tous.
c) According to information & explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.
ii. In respect of its inventories:
As informed to us the physical verification of the inventories is not possible as heldin intangible form by the Company the Company is generally maintaining proper records ofits inventories. No material discrepancy was noticed on verification of intangibleinventory by the management as compared to book records.
iii. The Company has not granted loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Act and accordingly the provisions of Clause (iii) (a) to (c) of Para3 of the Order are not applicable to theCompany.
iv. The Company has not granted any loan under section 185 of the Act. The Company hascomplied with the provisions of section 186 of the Act. The Company has neither made anyinvestment nor given any loans during the year.
v. According to the information and explanations given to us the Company has notaccepted any deposits from the public as per the provisions of section 73 to 76 of the Actand rules framed thereunder and accordingly the provisions of Clause (v) of Para 3 ofthe Order are not applicable to the Company.
vi. The Company has taken unsecured loan from director which is out of owned funds ofthe director and is in compliance to provision of section 180 of the Act.
vii. In respect of statutory dues:
a) According to the information and explanations given to us and according to therecords of the Company examined by us in our opinion the Company is generally regular indepositing with the appropriate authorities undisputed statutory dues including Employees'State Insurance Income-tax Goods and Service tax cess or/and any other statutory duesexcept professional tax wherever applicable.
b) According to the information and explanations given to us there were Rs.11500amount outstanding with respect to professional tax as on 31 March 2020for a year periodof more than six months from the date they became payable.
c) According to the information and explanation given to us there are no duesoutstanding in respect of Goods and Service tax Cess or/and any other statutory dueswherever applicable which have not been deposited on account of any dispute.
d) According to the information and explanation given to us there are no duesoutstanding in respect of Income Tax.
viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of dues to banks. The Company did not have anyborrowings from financial institutions government or debenture holders.
ix. Based on our audit procedures and on the basis of information and explanationsgiven to us the Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.
x. Based upon the audit procedures performed and the information and explanations givenby the management no fraud by the Company and no material fraud on the Company by itsofficers or employees has been noticed or reported during theyear.
xi. Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has not paid / provided during theyear. Accordingly paragraph 3 (xi) is not applicable.
xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly the provisions of Clause (xii) of Para 3 ofthe Order are not applicable to the Company.
According to the information and explanations given to us and based on our examinationof the records of the Company
transactions with the related parties are in compliance with sections 177 and 188 ofthe Act where applicable and details
of such transactions have been disclosed in the financial statements as required by theapplicable accounting standards.
xiii. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made private placement ofshares or convertible debentures during the year.
xiv. 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 him. Accordingly paragraph 3(xv) ofthe Order is not applicable.
xv. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly clause 3 (xvi) of the Order is not applicable to theCompany.
For JMR & Associates LLP
Firm Regn.No. 0106912W/W100300
CA Nikesh Jain
Partner M. No. 114003
UDIN: 20114003AAAADN1686 Place: Mumbai Date: 31 July 2020