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Inox Leisure Ltd.

BSE: 532706 Sector: Media
NSE: INOXLEISUR ISIN Code: INE312H01016
BSE 00:00 | 30 Sep 510.75 9.75
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NSE 00:00 | 30 Sep 511.25 10.20
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514.00

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OPEN 509.85
PREVIOUS CLOSE 501.00
VOLUME 26326
52-Week high 622.30
52-Week low 340.80
P/E
Mkt Cap.(Rs cr) 6,249
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 509.85
CLOSE 501.00
VOLUME 26326
52-Week high 622.30
52-Week low 340.80
P/E
Mkt Cap.(Rs cr) 6,249
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inox Leisure Ltd. (INOXLEISUR) - Auditors Report

Company auditors report

to the members of INOX Leisure Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of INOX LeisureLimited ("the Company") which comprise the Standalone Balance Sheet as at31 March 2021 the Standalone Statement of Profit and Loss (including Other ComprehensiveIncome) the Standalone Statement of Changes in Equity and the Standalone Statement ofCash Flows for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory information("the standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2021 the loss and total comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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 ‘Auditor's Responsibilities for the Audit of the StandaloneFinancial 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 ethical requirements that are relevant to ouraudit of the standalone financial statements under the provisions of the Act and the Rulesmade there under and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

As described in Note 2.2 in preparation of these financial statements the Company hasconsidered the effect of uncertainties due to COVID-19 pandemic on the operations of theCompany. The actual impact of COVID-19 pandemic may be different from that estimated as onthe date of approval of these financial statements.

Our report is not modified in respect of this matter.

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 matters described below to bethe key audit matters to be communicated in our report.

Independent auditor's report to the members of INOX Leisure Limited on the standalonefinancial statements for the year ended 31 March 2021 (continued)

Sr. Key Audit Matter Auditor's Response
1 Carrying amount of goodwill right-of-use assets and property plant & equipment To address this key audit matter our audit procedures included the following:
As at 31st March 2021 the carrying amount of goodwill right-of-use assets (ROU) and property plant & equipment (PPE) is Rs 1750.00 Lakhs Rs 211639.39 lakhs and H 94139.23 Lakhs respectively. • In case of ROU and PPE we evaluated the appropriateness of the parameters used to identify whether any indication of impairment existed for the purpose of identification of CGUs to be tested
The goodwill is in respect of the one of the multiplexes and the Company is required to annually assess the carrying amount of goodwill by performing a value in use calculation based on cash flow projections of the relevant cash generating unit (CGU). As a result of performing value in use calculations there is no impairment of the goodwill. • Obtained an external valuation report in respect of the goodwill.
The Company has also reviewed the carrying amounts of the ROU and PPE to determine whether the recoverable amount of the relevant cash generating unit (CGU) is estimated to be less than its carrying amount by performing a value in use calculation based on cash flow projections of the CGU. For this purpose each multiplex of the Company is treated as a separate CGU. Based on this analysis there is no impairment loss.c For all CGUs identified for impairment testing and the CGU with goodwill we obtained the discounted cash flow forecasts prepared by the management.
• We evaluated the appropriateness of management's model used for the impairment assessment and considered the reasonableness of the cash flow forecast judgments and assumptions used in the calculations. For each CGU identified for impairment testing we have checked the mathematical accuracy of the calculations.
This has been identified as a key audit matter since the value in use calculations includes key assumptions and judgments in the calculation of the recoverable amount viz. forecast revenue growth rates discount rate assumptions and the parameters used for growth forecast.
2 Claims and exposure relating to indirect taxation To address this key audit matter our audit procedures included the following:
The Company has disclosed in Note 46 the contingent liabilities as at 31 March 2021 which includes amount of H 25214.20 Lakhs in respect of indirect tax matters viz. entertainment tax and service tax. • Obtained the summary of all pending indirect tax matters of the Company and assessed the management's position through discussion with the CEO CFO and legal head on both the probability of success and the amounts involved.
This has been identified as a key audit matter due to magnitude of the amount involved uncertainty of the matter and the potential financial impact on the financial statements. • Inspected external legal opinions (where considered necessary) and other evidence to corroborate management's assessment with respect to these issues.
There is significant judgement required by management in assessing the exposure of each case due to the complexities of the cases and timescales for resolution. • Assessed the relevant disclosures made within the financial statements to ensure they appropriately reflect the facts and circumstances of the potential exposures are in accordance with Ind AS 37.

Information Other than the Standalone 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 Annual Reportfor example Board's Report including Annexures to Board's Report Management Discussionand Analysis Business Responsibility Report Corporate Governance etc. but does notinclude the standalone financial statements and our auditor's report thereon. The Board'sReport including Annexures to Board's Report Management Discussion and AnalysisBusiness Responsibility Report and Corporate Governance etc. is expected to be madeavailable to us after the date of this auditor's report.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

When we read the Board's Report including Annexures to Board's Report ManagementDiscussion and Analysis Business Responsibility Report and Corporate Governance etc. ifwe conclude that there is a material misstatement therein we are required to communicatethe matter to those charged with governance and take necessary actions as per theapplicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income changes in equity and cash flows of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue 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.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

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

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

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

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

• Obtain an understanding of internal 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 with reference to financialstatements in place and the operating effectiveness of such controls.

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of section 143(11) of the Act we givein the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Orderto the extent applicable.

2. 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 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 Standalone Balance Sheet the Standalone Statement of Profit and Loss includingOther Comprehensive Income the Standalone Statement of Changes in Equity and theStandalone Statement of Cash Flow dealt with by this Report are in agreement with thebooks of account.

(d) In our opinion the aforesaid standalone financial statements comply with the IndAS 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 as on 31March 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2021 from being appointed as a director in terms of Section164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in Annexure II. Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls withreference to financial statements.

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements; ii. The Company did not have anylong-term contracts including derivative contracts for which there were any materialforeseeable losses;

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

For Kulkarni and Company
Chartered Accountants
Firm's Registration No. 140959W
A.D Talavlikar
Partner
Place: Pune Membership No. 130432
Date: 29 April 2021 UDIN: 21130432AAAAAP4826

Financial Statements

Annexure I to Independent auditor's report

to the members of INOX Leisure Limited

Annexure I to Independent auditor's report to the members of INOX Leisure Limited onthe standalone financial statements for the year ended 31 March 2021 – referred to inparagraph 1 under the heading "Report on Other Legal and RegulatoryRequirements" of our report of even date.

In term of the Companies (Auditor's Report) Order 2016 ("the Order") on thebasis of information and explanation given to us and the books and records examined by usin the normal course of audit and such checks as we considered appropriate to the best ofour knowledge and belief we state as under:

1. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. The fixed assets have been physicallyverified by the management at reasonable intervals and no material discrepancies have beennoticed on such verification. The title deeds of all immovable properties are held in thename of the Company except as under:

(Rs in Lakhs)
Particulars No. of cases Original cost Carrying amount Remarks
Leasehold land 1 181.45 128.32 In the name of erstwhile amalgamated company and yet to be transferred in the name of the Company.
Building 2 7568.81 5880.69 Conveyance deed is yet to be executed.
1 828.57 597.09 In the name of erstwhile amalgamated company and yet to be transferred in the name of the Company.
1 1763.73 1368.49 In the name of erstwhile amalgamated company and conveyance deed is yet to be executed.
Building total 10161.11 7846.27

2. The inventories were physically verified by the management at reasonable intervalsduring the year and no material discrepancies were noticed on physical verification ofinventories as compared to book records.

3. The Company has not granted any loan secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013 and hence the provisions of clause 3(iii) of theOrder are not applicable to the Company.

4. The Company has complied with the provisions of section 185 and section 186 of theAct in respect of investments made and guarantees provided. The Company has not grantedany loans or provided any security covered under section 185 and section 186 of the Act.

5. The Company has not accepted any deposits within the meaning of section 73 to 76 ofthe Companies Act

2013 and the Rules framed thereunder and hence the provisions of clause 3(v) of theOrder are not applicable to the Company.

6. The Central Government has not prescribed maintenance of cost records under section148(1) of the Companies Act 2013 for the activities of the Company and hence theprovisions of clause 3(vi) of the Order are not applicable to the Company.

7. The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund employees' state insuranceincome-tax Goods & Service Tax duty of customs cess and other material statutorydues applicable to it. There are no undisputed amounts payable in respect of suchstatutory dues which were in arrears as at 31 March 2021 for a period of more than sixmonths from the date they become payable.

Particulars of dues of service tax and duty of customs which have not been deposited onaccount of disputes are as under:

Name of the Statute Nature of dues and the period to which the amount relates Amount ( Rs in Lakhs) Forum where dispute is pending
Service-tax (Finance Act 1994) Service tax on renting of immovable properties for the period August 2008 to September 2011 Service tax on film distributors' payments 1035.02 Supreme Court of India
For the period May 2009 to June 2012 549.35 Custom Excise and Service Tax Appellate Tribunal Hyderabad.
For the period May 2008 to March 2014 2853.23 Custom Excise and Service Tax Appellate Tribunal New Delhi.
For the period July 2012 to December 2014 6710.55 Custom Excise and Service Tax Appellate Tribunal Mumbai.
For the period April 2009 to July 2013 and for period Jan 2015 to March 2015 Service tax on Food & Beverage 1151.16 Custom Excise and Service Tax Appellate Tribunal Mumbai.
For the period April 2013 to February 2014 1387.28 Custom Excise and Service Tax Appellate Tribunal Mumbai
For the period March 2014 to December 2014 723.36 Custom Excise and Service Tax Appellate Tribunal Mumbai
For the period January 2015 to September 2015 794.17 Custom Excise and Service Tax Appellate Tribunal Mumbai
For period October 2015 to June 2017 3011.06 Custom Excise and Service Tax Appellate Tribunal Mumbai
Goods and Services Tax Act 2017 Anti-profiteering dues for the period November 2017 to April 2019 475.37 High Court of Delhi.
Customs Act 1962 Custom duty Amount not ascertainable Commissioner Appeal Central Board of Excise and Customs
Custom duty for the period 2005-06 4.36 Asst. Commissioner of Customs Jawaharlal Nehru Custom House JNPT Nhava Sheva.
Income-tax Act 1961 TDS dues for Assessment year 2013-14 & 2014-15 21.79 National Faceless Appeal Centre of the Income tax Department

There are no dues of value added tax sales tax or duty of excise which have not beendeposited on account of disputes.

8. The Company has not defaulted in repayment of loans and borrowings to banks and theCompany did not have any borrowings from financial institutions Government or by way ofdebentures.

9. The Company has applied the moneys raised by way of term loans for the purpose forwhich these loans were raised. The Company did not raise moneys by way of initial publicoffer or further public offer (including debt instruments).

10. No fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the course of our audit.

11. The Company has not paid any managerial remuneration during the year and hence theprovisions of clause 3(xi) of the Order are not applicable to the Company.

12. The Company is not a Nidhi Company and hence the provisions of clause 3(xii) of theOrder are not applicable to the Company.

13. All transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 and the details have been disclosed in the standalone financialstatements etc. as required by the applicable accounting standards.

14. The Company has complied with provisions of section 42 of the Companies Act 2013in respect of shares issued during the year by way of Qualified Institutions Placement(QIP). The issue proceeds of Rs 24655.56 lakhs (net of expenses of Rs 344.44 lakhs) havebeen used for the purposes for which the funds were raised except that the unutilizedfunds of Rs 6500.00 lakhs as at year end are temporarily invested in fixed deposits withscheduled commercial banks. The Company did not make any other preferentialallotment/private placement of shares or fully /partly convertible debentures during theyear.

15. The Company has not entered into any non-cash transactions with directors orpersons connected with them and hence the provisions of clause 3(xv) of the Order are notapplicable to the Company.

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

For Kulkarni and Company
Chartered Accountants
Firm's Registration No. 140959W
A.D Talavlikar
Place: Pune Partner
Date: 29 April 2021 Membership No. 130432

Annexure II to Independent auditor's report

to the members of INOX Leisure Limited

Annexure II to Independent auditor's report to the members of INOX Leisure Limited onthe standalone financial statements for the year ended 31 March 2021 - referred to inparagraph 2(f) under the heading ‘Report on Other Legal and Regulatory Requirements'of our report of even date

Report on the Internal Financial Controls with reference to financial statements underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls with reference to financial statementsof INOX Leisure Limited ("the Company") as of 31 March 2021 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 controlsstated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India ("the ICAI"). These responsibilities include the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring 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 Act.

Auditors' Responsibility

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 the Standards on Auditing deemed to beprescribed 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 ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls with reference to financial statementswas established and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness.

Our audit of internal financial controls with reference to financial statementsincluded obtaining an understanding of internal financial controls with reference tofinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto 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 systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

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 theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem with reference to financial statements and such internal financial controls withreference to financial statements were operating effectively as at 31 March 2021 based onthe internal controls over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the ICAI.

For Kulkarni and Company
Chartered Accountants
Firm's Registration No. 140959W
A.D Talavlikar
Place: Pune Partner
Date: 29 April 2021 Membership No. 130432

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