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PVR Ltd.

BSE: 532689 Sector: Media
NSE: PVR ISIN Code: INE191H01014
BSE 00:00 | 20 Feb 2067.90 -46.60
(-2.20%)
OPEN

2110.00

HIGH

2121.00

LOW

2060.05

NSE 00:00 | 20 Feb 2071.15 -41.65
(-1.97%)
OPEN

2112.00

HIGH

2121.40

LOW

2061.00

OPEN 2110.00
PREVIOUS CLOSE 2114.50
VOLUME 5911
52-Week high 2121.00
52-Week low 1345.80
P/E 69.81
Mkt Cap.(Rs cr) 10,619
Buy Price 2060.00
Buy Qty 5.00
Sell Price 2067.90
Sell Qty 1.00
OPEN 2110.00
CLOSE 2114.50
VOLUME 5911
52-Week high 2121.00
52-Week low 1345.80
P/E 69.81
Mkt Cap.(Rs cr) 10,619
Buy Price 2060.00
Buy Qty 5.00
Sell Price 2067.90
Sell Qty 1.00

PVR Ltd. (PVR) - Auditors Report

Company auditors report

To the Members of PVR Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of PVR Limited(‘the Company') which comprise the Balance Sheet as at 31 March 2018 the Statementof Profit and Loss the Statement of Changes in Equity and the Statement of Cash Flows forthe year then ended and summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as ‘Standalone Ind AS FinancialStatements').

Management's Responsibility for the Standalone 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 Standalone Ind AS Financial Statements that give a true and fair view of the stateof affairs profit (including other comprehensive income) changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) prescribed under section 133 ofthe Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements 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 of theaccounting records relevant to the preparation and presentation of the Standalone Ind ASFinancial Statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Standalone Ind AS 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS FinancialStatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder. We conductedour audit of the Standalone Ind AS Financial Statements in accordance with the Standardson Auditing specified under Section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the Standalone Ind AS Financial Statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Standalone Ind AS Financial Statements. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the Standalone Ind AS Financial Statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the Standalone Ind AS Financial Statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the Standalone Ind AS Financial Statements or if suchdisclosures are inadequate to modify the opinion. Our conclusions are based on the auditevidence obtained up to the date of the auditor's report. However future events orconditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on these Standalone Ind AS Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS Financial Statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31 March 2018 its profit (including other comprehensive income) changes inequity and its cash flows for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31 March 2017prepared in accordance with Ind AS included in these Standalone Ind AS FinancialStatements have been audited by the predecessor auditor who had audited the financialstatements for the relevant period. The report of the predecessor auditor on thecomparative financial information dated 30 May 2017 expressed an unmodified opinion. Ouropinion is not modified in respect of this matter.

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 in terms of Section 143(11) of the Act we give in‘Annexure A' a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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 the Cash Flow Statement andStatement of Changes in Equity dealt with by this Report are in agreement with the booksof account

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 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 tothe Standalone Ind AS financial statements of the Company and the operating effectivenessof such controls refer to our separate Report in ‘Annexure B'.

g) With respect to the other matters to be included in the

Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:

i) The Company has disclosed the impact of pending litigations on its financialposition in its Standalone Ind AS financial statements - Refer Note 35 to the StandaloneInd AS Financial Statements.

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv) The disclosures in the Standalone Ind AS financial statements regarding holdings aswell as dealings in specified bank notes during the period from 8 November 2016 to 30December 2016 have not been made since they do not pertain to the financial year ended 31March 2018. However amounts as appearing in the audited Standalone Ind AS financialstatements for the period ended 31 March 2017 have been disclosed. Refer Note 12 to theStandalone Ind AS Financial Statements.

For B S R & Co. LLP
Chartered Accountants
Firm registration No.: 101248W /W-100022
Jiten Chopra
Place: Gurugram Partner
Date: 4 May 2018 Membership No.: 092894

Annexure A referred to in our Independent Auditor's Report to the members of PVRLimited on the Standalone Ind AS Financial Statements for the year ended 31 March 2018.

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. In accordance with this programmecertain assets have been physically verified by the management during the current year. Asinformed to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of the immovable property isheld in the name of the Company.

(ii) According to the information and explanations given to us the inventories havebeen physically verified by the management during the year. In our opinion the frequencyof such verification is reasonable having regard to the size of the Company and nature ofits business. The discrepancies noticed on verification between the physical stocks andthe book records were not material and have been properly adjusted in the books ofaccount.

(iii) a) According to the information and explanation given to us the loan granted tothe Company covered in the register maintained under Section 189 of the Act was fullyrepaid during the year. In our opinion the rate of interest and other terms andconditions on which the loan was granted were not prejudicial to the interest of theCompany.

b) In case of loan granted to the Company covered in the register maintained underSection 189 the borrower has been regular in payment of principal and repayment ofinterest on such loan as and when demanded by the Company.

c) There are no overdue amounts in respect of the loan granted to the Company coveredin the register maintained under Section 189 of the Act.

(iv) According to the information and explanations given to us the Company hascomplied with the provisions of Section 185 and 186 of the Act with respect to the loansinvestments guarantees and security made.

(v) As per the information and explanations given to us the Company has not acceptedany deposits as mentioned in the directives issued by the Reserve Bank of India and theprovisions of section 73 to 76 or any other relevant provisions of the Companies Act 2013and the rules framed there under. Accordingly paragraph 3(v) of the Order is notapplicable.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under sub-section (1) of section 148 ofthe Companies Act 2013 for any of the services rendered or goods sold by the Company.Accordingly paragraph 3(vi) of the Order is not applicable.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Income-taxSales-tax Goods and Services Tax (‘GST') Service tax Duty of customs Duty ofexcise Value added tax Cess and other material statutory dues have been regularlydeposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Income-tax Sales-tax GST Service tax Duty ofcustoms Duty of excise Value added tax Cess and other material statutory dues were inarrears as at 31 March 2018 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us there are no dues inrespect Income-tax Sales-tax Service tax Duty of custom Duty of excise and Value addedtax which have not been deposited with the appropriate authorities on account of anydispute except for the following:

Name of the Statute Nature of dues Period to which the amount relates Forum where dispute is pending Amount ` ( in Lacs) Amount paid under protest (` in Lacs)
Income Tax Act 1961* Demand u/s 143(3) disallowing ESOP expense u/s 37 A.Y 2006-07 Hon'ble High Court 108.85 -
Income Tax Act 1961* (Refer below note) Demand u/s 143(3) disallowing expense u/s 14A A.Y 2007-08 and 2008-09 Income tax Appellate Tribunal (ITAT) 309.62 621.17
Income Tax Act 1961* (Refer below note) Demand u/s 143(2) disallowing expense u/s 14A A.Y 2014-15 and 2015-16 Commissioner of Income tax (A) 687.38 1.09
Assam Amusement and Betting tax Act 1939 Entertainment Tax Various Assessments Years Hon'ble Supreme Court 334 -
Punjab Entertainment tax (Cinematographs shows) Rules 1954 Entertainment Tax AY 2017-18 Deputy Commissioner 144.36 -
Finance Act 1994 Service Tax Service tax on other services Various Assessments Years Customs Excise and Service Tax Appellate Tribunal 2536.95 90.15
Finance Act 1994 Service Tax Service tax on food and beverages Various Assessments Years Customs Excise and Service Tax Appellate Tribunal 5028.8 184.83
UP VAT Act 2007/ Maharashtra VAT Act 2002 / Kerala VAT Act 2003/Punjab VAT Act 2005 Value Added Tax Various Assessments Years Joint Commissioner/Deputy Commissioner/Assistant Commissioner 1032.23 54

* There were certain expenses disallowed by the Income tax authorities for financialyear(s) 2008-09 to 2010-11 which had reduced the amount of carried forward losses.Against the said disallowances the Company has a favourable judgement from the HonourableSupreme Court of India and has also filed appeals which is pending adjudication at IncomeTax Appellate Tribunal (‘ITAT') as at the year ended 31 March 2018. Further Companyhas deposited ` 268 lakhs under protest against these orders.

(viii) According to the records examined by us and the information and explanationsgiven to us the Company has not defaulted in repayment of loans or borrowings to itsbankers and dues to debenture holders. Further the Company did not have any loans orborrowings from government or financial institutions during the year.

(ix) Based on our examination of books of account and according to the information andexplanations given to us the money raised during the year by way of issue ofnon-convertible debentures have been applied for the purposes for which they wereobtained. As informed to us the Company has not raised any other moneys by way of termloans initial public offer or futher public offer during the year ended 31 March 2018.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to information and explanations given to us and on the basis of ourexamination of the records of the Company the managerial remuneration has been providedand paid by the Company in accordance with the provisions of section 197 read withSchedule V to the Companies Act 2013.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us andon the basis of our examination of the records of the Company the transactions with therelated parties are in compliance with sections 177 and 188 of the Companies Act 2013where applicable and the details have been disclosed in the standalone Ind AS financialstatements as required by the accounting standards.

(xiv) According to the information and explanation given to us and on the basis of 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.

(xv) According to information and explanations given to us the Company has not enteredinto any non-cash transactions with directors or persons connected with them. Accordinglyparagraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For B S R & Co. LLP
Chartered Accountants
Firm registration No.: 101248W /W-100022
Jiten Chopra
Place: Gurugram Partner
Date: 4 May 2018 Membership No.: 092894

Annexure B to the Independent Auditor's Report of even date on the Standalone Ind ASFinancial Statements of PVR Limited

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 with reference to the Standalone Ind ASFinancial Statements of PVR Limited (‘the Company') as of 31 March 2018 inconjunction with our audit of the Standalone Ind AS Financial Statements of the Companyfor 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 with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the ‘Guidance Note') issued by the Institute of Chartered Accountants ofIndia (‘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 Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with respect to the Standalone Ind AS Financial Statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingissued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls both applicableto an audit of Internal Financial Controls and both issued by the ICAI.

Those Standards and the Guidance Note require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls with reference to the Standalone Ind AS 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 the Standalone Ind AS FinancialStatements and their operating effectiveness. Our audit of internal financial controlswith reference to the Standalone Ind AS Financial Statements included obtaining anunderstanding of internal financial controls with reference to the Standalone Ind ASFinancial 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 Standalone Ind AS FinancialStatements 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 systemwith reference to the Standalone Ind AS Financial Statements.

Meaning of Internal Financial Controls with reference to the Standalone Ind ASFinancial Statements

A Company's internal financial control with reference to the Standalone Ind ASFinancial Statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of Financial Statements forexternal purposes in accordance with generally accepted accounting principles. A Company'sinternal financial control with reference to the Standalone Ind AS Financial Statementsincludes those policies and procedures that (1) pertain to the maintenance of recordsthat 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 regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to the StandaloneInd AS Financial Statements

Because of the inherent limitations of internal financial controls with reference tothe Standalone Ind AS Financial Statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to the Standalone Ind AS Financial Statements to future periodsare subject to the risk that the internal financial control with reference to theStandalone Ind AS Financial Statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to the Standalone Ind AS Financial Statements andsuch internal financial controls with reference to the Standalone Ind AS FinancialStatements were operating effectively as at 31 March 2018 based on the internal controlwith reference to the Standalone Ind AS Financial Statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For B S R & Co. LLP
Chartered Accountants
Firm registration No.: 101248W /W-100022
Jiten Chopra
Place: Gurugram Partner
Date: 4 May 2018 Membership No.: 092894