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PVR Ltd.

BSE: 532689 Sector: Media
NSE: PVR ISIN Code: INE191H01014
BSE 09:56 | 16 Aug 1996.35 -19.00
(-0.94%)
OPEN

1996.00

HIGH

2011.70

LOW

1992.70

NSE 09:44 | 16 Aug 1999.40
(%)
OPEN

2005.10

HIGH

2013.00

LOW

1992.70

OPEN 1996.00
PREVIOUS CLOSE 2015.35
VOLUME 10155
52-Week high 2211.55
52-Week low 1224.70
P/E
Mkt Cap.(Rs cr) 12,194
Buy Price 1996.25
Buy Qty 1.00
Sell Price 1997.65
Sell Qty 2.00
OPEN 1996.00
CLOSE 2015.35
VOLUME 10155
52-Week high 2211.55
52-Week low 1224.70
P/E
Mkt Cap.(Rs cr) 12,194
Buy Price 1996.25
Buy Qty 1.00
Sell Price 1997.65
Sell Qty 2.00

PVR Ltd. (PVR) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

PVR Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of PVR Limited ("theCompany") which comprise the Standalone Balance Sheet as at March 31 2022 and theStandalone Statement of Profit and Loss (including other comprehensive income) StandaloneStatement of Changes in Equity and Standalone Statement of Cash Flows for the year thenended and notes to the standalone financial statements including a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "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 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 and loss and other comprehensiveloss 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 SAs are furtherdescribed in the Auditor's 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 together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 50 to the standalone financial statements which describesthe economic and social disruptions as a result of COVID-19 pandemic on the Company'soperations and financial statements as assessed by the management.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgement 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 a separateopinion on these matters.

Description of Key Audit Matters

The key audit matter How the matter was addressed in our audit
1. Revenue Recognition Audit procedures
See Note 23 to the standalone financial statements In this area our procedures included:
The Company's significant portion of revenue comes from income from sale of movie tickets and food and beverages ("revenue"). • Evaluated the design and implementation and operating effectiveness of key controls in relation to recognition of revenue.
We have identified revenue recognition as a key audit matter because revenue is one of the key performance indicator of the Company and its reliance on the Company's IT system. • Involvement of our Subject Matter Experts on information technology with respect to testing of key IT system controls which impacts revenue recognition.
Further as the revenue comprises of high volumes of individually small transactions the process of summarising and recording sales revenue is critical. • Performed substantive testing (including year-end cutoff testing) by selecting samples of revenue transactions recorded during and after the year and verifying the underlying documents.
• Tested the reconciliation between sales recorded and cash/ card/ online transactions and agreed those reconciliations through underlying documents on sample basis. • Assessed the adequacy of related disclosures in the standalone financial statements.
2. Impairment of Goodwill other intangible assets property plant and equipment capital work-in-progress and ROU assets Audit procedures
See Notes 3 3A 4A and 4B to the standalone financial statements In this area our procedures included:
The carrying value of the Company's goodwill is Rs 104256 Lakhs and that of other intangible assets property plant and equipment capital work-in-progress ROU assets as at March 31 2022 amounts Rs 435430 Lakhs. Due to the impact of COVID-19 pandemic an impairment assessment of the non-financial assets is to be performed. • Tested the design and implementation of key controls with respect to impairment assessment of Goodwill and other intangible assets property plant and equipment capital work-in-progress and ROU assets and tested operating effectiveness of such controls.
The impairment testing of above requires significant judgements and estimates in assessing the Value in Use ('VIU') regarding assessment and measurement for impairment loss if any. The risk relates to uncertainties involved in forecasting of cash flows for key assumptions such as future revenue margins overheads growth rates and weighted average cost of capital for the purpose of determining VIU. • Evaluated the impairment model which is based on discounted cash flows including the adverse effects which could arise from the outbreak of COVID-19 pandemic. This includes evaluation of the assumptions used in key inputs such as forecasted revenue gross margin and discount rate based on our knowledge of the Company and the industry with the assistance of our Subject Matter Experts.
We have identified impairment assessment of such assets as a key audit matter because of the significance of the carrying value of such assets and involvement of judgements and estimates. • Performed sensitivity analysis to evaluate whether any foreseeable change in assumptions could lead to a significant change in the VIU.
• Assessed the adequacy of related disclosures in the standalone financial statements.

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

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditors'report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do 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 and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Management's and Board of Directors' Responsibilities for the Standalone FinancialStatements

The Company's Management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgements and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the standalone financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management and Board of Directorsare responsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is 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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to standalone financial statements inplace and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting in preparation of standalone financial statementsand based on the audit evidence obtained whether a material uncertainty exists relatedto events or conditions that may cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor's report to the related disclosures in thestandalone 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 2020 ("the Order")issued by the Central Government of India in terms of Section 143 (11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.

2. (A) 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 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 Flows dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 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 with reference tostandalone financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) 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 as at March 31 2022 onits financial position in its standalone financial statements - Refer Note 34 to thestandalone 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. (a) The management has represented that to the best of its knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other personsor entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Companyor

• provide any guarantee security or the like to or on behalf of the UltimateBeneficiaries.

Refer Note 49(vi) to the standalone financial statements.

(b) The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any persons or entities including foreignentities ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of theFunding Party or

• provide any guarantee security or the like from or on behalf of the UltimateBeneficiaries.

Refer Note 49(vii) to the standalone financial statements.

(c) Based on such audit procedures as considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (iv)(a) and (iv) (b) contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

(C) With respect to the matter to be included in the Auditor's Report under Section197(16) of the Act:

We draw attention to Note 52 to the standalone financial statements which explainsthat the managerial remuneration aggregating Rs 1085 Lakhs paid to two executivedirectors of the Company for the financial year ended March 31 2022 was in accordancewith the minimum remuneration as was originally approved by the shareholders of theCompany vide their resolutions dated July 03 2018 and September 29 2020. Pursuant to theprovisions of Section 197 read with Schedule V to the Companies Act 2013("Act") owing to inadequacy of profits for the financial year ended March 312022 the Company shall seek approval of the shareholders for the aforesaid managerialremuneration by way of special resolution in its forthcoming Annual General Meeting. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) ofthe Act which are required to be commented upon by us. Our opinion is not modified inrespect of this matter.

Annexure A referred to in our Independent Auditor's Report to the members of PVRLimited on the standalone financial statements for the year ended March 31 2022

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of property plant and equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has a regular programme of physicalverification of its property plant and equipment by which all property plant andequipment are verified in a phased manner over a period of three years. In accordance withthis programme certain property plant and equipment were verified during the year. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. As informed to us no materialdiscrepancies 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 immovable properties (otherthan immovable properties where the Company is the lessee and the lease agreements areduly executed in favour of the lessee) disclosed in the standalone financial statementsare held in the name of the Company.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not revalued its propertyplant and equipment (including right of use assets) or intangible assets or both duringthe year.

(e) According to information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the year.In our opinion the frequency of such verification is reasonable and procedures andcoverage as followed by management were appropriate.

As informed to us no discrepancies were noticed on verification between the physicalstocks and the book records that were more than 10% in the aggregate of each class ofinventory.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has been sanctioned working capitallimits in excess of five crore rupees in aggregate from banks on the basis of securityof current assets. As informed to us and as per the terms of sanction letters of suchlimits there are no requirements on the Company to submit quarterly returns or statementswith the banks.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company during the year the Company has madeinvestments and granted unsecured loans to companies and other parties in respect of whichthe requisite information is as below:

a) Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has provided loans to companies and other parties asbelow:

Particulars Amount (' Lakhs)
Aggregate amount during the year
- Subsidiaries* 1727
- Others 851
Balance outstanding as at balance sheet date
- Subsidiaries* 1178
- Others 384

*As per Companies Act 2013

b) According to the information and explanations given to us and based on the auditprocedures conducted by us in our opinion the investments made during the year and theterms and conditions of the grant of loans provided during the year are prima facie notprejudicial to the interest of the Company.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in the case of loans given in our opinion therepayment of principal and payment of interest has been stipulated and the repayments orreceipts have been regular except for the loan (as at March 31 2022) of Rs 160 Lakhsgiven to Zea Maize Private Limited which is repayable on demand. As informed to us theCompany has not demanded repayment of the loan during the year. Thus there has been nodefault on the part of the party to whom the money has been lent. The payment of interestwhere applicable has been regular. Further as explained to us the Company has not givenany advance in the nature of loan to any party during the year.

d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no overdue amount for more than ninetydays in respect of loans given. Further as explained to us the Company has not given anyadvances in the nature of loans to any party during the year.

e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no loan granted falling due during theyear which has been renewed or extended or fresh loans granted to settle the overdues ofexisting loans given to same parties.

f) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion the Company has not granted anyloans either repayable on demand or without specifying any terms or period of repaymentexcept for the following loans to its related parties as defined in Clause (76) of Section2 of the Companies Act 2013 ("the Act").

Particulars Amount (' Lakhs)
Aggregate of loans to subsidiaries
- Repayable on demand (A) 1500
- Agreement does not specify any terms or period of repayment (B) -
Total (A+B) 1500
Total loans granted during the year 2578
Percentage of loans to the total loans 58%

(iv) According to the information and explanations given to us and on the basis of ourexamination of records of the Company in respect of investments made and loans andguarantees given by the Company in our opinion the provisions of Section 185 and 186 ofthe Companies Act 2013 ("the Act") have been complied with.

(v) The Company has not accepted any deposits or amounts which are deemed to bedeposits from the public. Accordingly clause 3(v) of the Order is not applicable.

(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 clause 3(vi) of the Order is not applicable.

(vii) (a) The Company does not have liability in respect of service tax duty of exciseand sales tax during the year since effective July 01 2017 these statutory dues has beensubsumed into goods and services tax.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion amounts deducted/accrued in thebooks of account in respect of undisputed statutory dues including goods and services taxprovident fund employees' state insurance income-tax duty of customs value added taxcess and other statutory dues have been regularly deposited by the Company with theappropriate authorities.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company no undisputed amounts payable in respect ofgoods and services tax provident fund employees' state insurance income-tax duty ofcustoms value added tax cess and other statutory dues were in arrears as at March 312022 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company statutory dues relating to goods and servicestax provident fund employees' state insurance income-tax duty of customs value addedtax cess and other statutory dues which have not been deposited on account of any disputeare as follows:

Name of the Statute Nature of the dues Period to which the amount relates Forum where dispute is pending Amount (' Lakhs) Amount paid under protest (' Lakhs)
Income-tax Act 1961 Income-tax AY 2006-07 AY 2009-10 and AY 2011-12 High Court of Delhi and High Court of Andhra pradesh 54 10
Income-tax Act 1961 Income-tax AY 2007-08 to AY 2015-16 Income Tax Appellate Tribunal (ITAT) 631 371
Income-tax Act 1961 Income-tax AY 2010-11 and AY 201314 to AY 2018-19 Commissioner of Income Tax (Appeals) 1921 364
Finance Act 1994 Service tax FY 2007-08 to FY 2017-18 (up to June 2017) Customs Excise and Service Tax Appellate Tribunal (CESTAT) 10958 860
Finance Act 1994 Service tax FY 2013-14 Commissioner 355 -
UP VAT Act 2007/Rajasthan ' Act 2003/Maharashtra VAT Act 2002/kVAT Act 2003 VAT Value Added Tax FY 2010-11 to FY 2012-13 and FY 2014-15 to FY 2017-18 Tribunal Commissioner (Appeals) Commissioner 306 18

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income tax Act 1961 as income during the year.

(ix) a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not defaulted in repaymentof loans and borrowings or in the payment of interest thereon to any lender.

b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

c) In our opinion and according to the information and explanations given to us by themanagement term loans were applied for the purpose for which the loans were obtainedother than Rs 2500 Lakhs which remain unutilised as at March 31 2022 because the fundswere received towards the end of the year. The Company has kept such unutilised balance inbank as at March 31 2022.

d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

e) According to the information and explanations given to us and on an overallexamination of the standalone financial statements of the Company we report that theCompany has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries or joint venture as defined under Companies Act 2013.

f) According to the information and explanations given to us and procedures performedby us we report that the Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries or joint venture (as defined under Companies Act2013).

(x) a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments). Accordingly clause 3(x)(a) of the Order is notapplicable.

b) According to the information and explanations 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. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) a) Based on examination of the books and records of the Company and according tothe information and explanations given to us no fraud by the Company or on the Companyhas been noticed or reported during the year.

b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Companies Act 2013 has been filed by the auditorsin Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules2014 with the Central Government.

(c) As represented to us by the management there are no whistle blower complaintsreceived by the Company during the year.

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

(xiii) In our opinion and according to the information and explanations given to usthe transactions with the related parties are in compliance with Section 177 and 188 ofthe Companies Act 2013 where applicable and the details of the related party transactionshave been disclosed in the standalone financial statements as required by the applicableaccounting standards.

(xiv) a) Based on information and explanations provided to us and our audit proceduresin our opinion the Company has an internal audit system commensurate with the size andnature of its business.

b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Companies Act 2013are not applicable to the Company.

(xvi) a) The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Order is notapplicable.

b) The Company is not required to be registered under Section 45-IA of the Reserve Bankof India Act 1934. Accordingly clause 3(xvi)(b) of the Order is not applicable.

c) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

d) According to the information and explanations given to us there is no coreinvestment company within the Group (as defined in the Core Investment Companies (ReserveBank) Directions 2016). Accordingly the clause 3(xvi)(d) of the Order is not applicable.

(xvii) The Company has incurred cash losses of Rs 31895 Lakhs in the current financialyear and Rs 55923 Lakhs in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the standalone financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that Company is not capable of meeting its liabilities existing at the dateof balance sheet as and when they fall due within a period of one year from the balancesheet date. We however state that this is not an assurance as to the future viability ofthe Company. We further state that our reporting is based on the facts up to the date ofthe audit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to usthere is no unspent amount under sub-section (5) of Section 135 of the Companies Act 2013pursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are notapplicable.

Annexure B to the Independent Auditor's Report on the standalone financial statementsof PVR Limited for the year ended March 31 2022

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of sub-section 3 of Section 143 of the CompaniesAct 2013

(Referred to in paragraph (2) (A) (f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference to standalone financialstatements of PVR Limited ("the Company") as of March 31 2022 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols were operating effectively as at March 31 2022 based on the internal financialcontrols with reference to standalone 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 (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to standalone financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of such internalfinancial controls 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 financial statementswhether 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 withreference to standalone financial statements.

Meaning of Internal Financial Controls with Reference to Standalone FinancialStatements

A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles.

A company's internal financial controls with reference to standalone financialstatements include 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 standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management 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 standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to StandaloneFinancial Statements

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP Chartered Accountants
ICAI Firm Registration No.: 101248W/W-100022
Adhir Kapoor Partner
Place: New Delhi Membership No.: 098297
Date: May 09 2022 ICAI UDIN: 22098297AIPUYN7070

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