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PVR Ltd.

BSE: 532689 Sector: Media
NSE: PVR ISIN Code: INE191H01014
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NSE 00:00 | 19 Apr 1009.65 -42.00
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VOLUME 206313
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OPEN 961.00
CLOSE 1051.70
VOLUME 206313
52-Week high 1592.00
52-Week low 706.07
P/E
Mkt Cap.(Rs cr) 6,169
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PVR Ltd. (PVR) - Auditors Report

Company auditors report

To the Members of PVR Limited

Report on the Audit of the Standalone FinancialStatements

Opinion

We have audited the standalone financial statements of PVR Limited('the Company') which comprise the Standalone Balance Sheet as at March 31 2020 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 of thesignificant accounting policies and other explanatory information (hereinafter referred toas 'the standalone financial statements').

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ('Act') in the manner so required and givea true and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at March 31 2020 and profit and othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described 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 together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion on the standalonefinancial statements.

Key Audit Matters

Key audit matters ('KAM') are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

Description of Key Audit Matters

S No. The key audit matter How the matter was addressed in our audit
1. Going concern assumption Audit procedures
See Note 50 of the standalone financial statements In this area our procedures included:
Due to the outbreak of COVID-19 pandemic the Company's operations i.e. the movie exhibition locations have been shut since mid of March 2020 and post balance sheet till date and this necessitates the evaluation of the Company's ability to continue as a Going concern and meeting its obligations to the stakeholders creditors employees and lenders. • Discussed with the management and those charged with governance regarding the possibility and plan for resumption of operations and the Company's ability to meet their obligations during and after the period effected due to COVID-19. Assessed sufficiency of the Company's resources/ funds to meet its costs in the foreseeable future.
• Evaluated the external inputs and assumptions within the going concern model by comparing them to the assumptions used elsewhere in the preparation of the financial statements.
• Assessed the appropriateness and reasonableness of the cash flow forecasts for the foreseeable future taking into account the adverse effects that could arise from the outbreak of COVID-19 pandemic.
• Evaluated the mitigation measures taken by the Company's management and those charged with governance. In particular we evaluated measures of cost rationalisation managing the Company's liquidity position and maintaining the facilities for resumption after the lockdown is lifted.
• Assessed the adequacy of the disclosures included in the standalone financial statements.
2. 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 its significance to the standalone financial statements and 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.
3. Impairment of Goodwill/ other intangible assets property plant and equipment capital work-in-progress and ROU assets Audit procedures
In this area our procedures included:
See Notes 3 4 and 4B to the standalone financial statements • 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 carrying value of the Company's goodwill is ' 104256 lakh and that of other intangible assets property plant and equipment capital work- in-progress ROU assets as at March 31 2020 amounts ' 488249 lakh. Due to the impact of COVID-19 pandemic an impairment assessment of the non-financial assets is to be performed.
• 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.
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.
• Performed sensitivity analysis to evaluate whether any foreseeable change in assumptions could lead to a significant change in the VIU.
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.
• Assessed the adequacy of related disclosures in the standalone financial statements.
4. Accounting for Business Combination Audit procedures
See Note 43 to the standalone financial statements In this area our procedures included:
The Hon'ble Principal Bench of The National Company Law Tribunal vide its Order dated 23 August 2019 had approved the Scheme of Amalgamation ('Scheme') between the Company and SPI Cinemas Private Limited ('SPI') effective from the appointed date of 17 August 2018. Accordingly the Company has given effect to the accounting treatment in the books of account as per the acquisition method prescribed under Ind AS 103 'Business Combinations'. • Read the approval obtained from National Company Law Tribunal (NCLT).
Tested the underlying workings and evidence relating to the accounting as per the Scheme.
• Assessed the adequacy of related disclosures in the standalone financial statements.
The Scheme has a significant impact on the standalone financial statements of the Company including comparative numbers which have been represented to take the effect of acquisition.
5. First-time adoption of Ind AS 116 'Leases' Audit procedures
See Notes 4B and 17 to the standalone financial statements In this area our procedures included:
Ind AS 116 Leases is applicable from April 1 2019 and introduces a new lease accounting model wherein the Company (lessee) is required to recognise a right-of-use (ROU) asset and a lease liability in their balance sheet in respect of contracts which qualify as a lease. • Assessed the appropriateness of the accounting policy for leases as per relevant accounting standard with special reference to methodology of the selected transition approach to this standard.
The Company has implemented Ind AS 116 from 1 April 2019 and is required to disclose the impact of implementation Ind AS 116 in the standalone financial statements. • Evaluated and tested Company's internal control processes in relation to lease identification assessment of the terms and conditions of lease contracts and the calculation of the related lease liability and ROU asset.
In implementing Ind AS 116 the Company has opted for the modified retrospective approach for transition to Ind AS 116. Therefore the cumulative effect of implementing Ind AS 116 upto 1 April 1 2019 is recognised as an adjustment to the opening balance of retained earnings as at that date without restating the comparative information. Evaluated the reasonableness of Company's key judgements and estimates made in preparing the transition adjustments specifically in relation to the lease term and discount rate.
• Tested the completeness and accuracy of underlying lease data and Ind AS 116 adjustments by checking its reconciliation with the number of operating lease contracts and relevant records of the Company.
The assessment of the impact of transition to Ind AS 116 is significant to our audit as it involves selection of the transition option and identification and processing all relevant data associated with the leases which is complex and voluminous. Significant judgement is required in the assumptions and estimates made in the measurement of the ROU asset and lease liability. Such assumptions and estimates include assessment of lease term including termination and renewal options and determination of appropriate discount rates.
• On a sample basis tested the accuracy and existence of the ROU asset and lease liability recognised on transition by examining the original lease agreements and re-performing the calculations after considering the impact of the variable lease payments if any.
• Assessed the adequacy of the disclosures included in the standalone financial statements.
In view of the above the adjustments arising from the first-time adoption of Ind AS 116 are material and are considered as a key audit matter.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

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

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's and Board of Directors' Responsibility for the StandaloneFinancial Statements

The Company's management and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit/loss (including other comprehensive income) changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the management andBoard of Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of theStandalone Financial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate

to provide a basis for our opinion. The risk of not detecting amaterial misstatement resulting from fraud is higher than for one resulting from error asfraud may involve collusion forgery intentional omissions misrepresentations or theoverride of internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to standalonefinancial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures in the standalone financialstatements made by the management and Board of Directors.

• Conclude on the appropriateness of the management's and Board ofDirectors' use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the standalone financial statements or ifsuch disclosures are inadequate to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016

('the Order') issued by the Central Government in terms of Section 143(11) of the Act we give in the 'Annexure A' a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

(A) As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The Standalone Balance Sheet the Standalone Statement of Profit andLoss (including other comprehensive income) the Standalone Statement of Changes in Equityand the Standalone Statement of Cash Flows dealt with by this Report are in agreement withthe books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in 'Annexure B'

(B) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations as atMarch 31 2020 on its financial position in its standalone financial statements - ReferNote 34 to the standalone financial statements;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company; and

iv. The disclosures in the standalone financial statements regardingholdings as well as dealings in specified bank notes during the period from 8 November2016 to 30 December 2016 have not been made in these standalone financial statements sincethey do not pertain to the financial year ended March 31 2020.

(C) With respect to the matter to be included in the Auditors' Reportunder Section 197(16) of the Act:

We draw attention to Note 51 to the standalone financial statementsrelating to Managerial Remuneration accrued by the Company for the financial year endedMarch 31

2020 which exceeds the limits prescribed under Section 197 of theCompanies Act 2013 by ' 982 lakh and hence is subject to the approval of theshareholders in the forthcoming annual general meeting. The Ministry of Corporate Affairshas not prescribed other details under Section 197(16) of the Act which are required to becommented upon by us. Our opinion is not modified in respect of this matter.

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: June 8 2020 ICAI UDIN.: 20098297AAAABK1997

Annexure A referred to in our independent Auditor's Report to themembers of PVR Limited on the standalone financial statements for the year ended March 312020

(i) (a) The Company has maintained proper records showing

full particulars including quantitative details and situation of fixedassets.

(b) The Company has a regular programme of physical verification of itsfixed assets by which all fixed assets are verified in a phased manner over a period ofthree years.

In our opinion this periodicity of physical verification

by management is reasonable having regard to the size of the Companyand the nature of its assets. In accordance with this programme certain fixed assets werephysically verified by the management during the year. As informed to us no materialdiscrepancies were noted on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records

of the Company the title deeds of the immovable properties of land andbuildings which are freehold are held in the name of the Company except leasehold landsituated at Chennai Tamil Nadu amounting to (gross block) ' 797 lakh as at March 312020 the conveyance deed in respect of which is in the name of SPI Cinemas PrivateLimited which was acquired pursuant to the Scheme of merger approved by the NationalCompany Law Tribunal. Due to the merger the mutation of name is pending in the favor ofthe Company.

(ii) According to the information and explanations given to us theinventories have been physically verified by the management during the year. In ouropinion the frequency of such verification is reasonable having regard to the size of theCompany and nature of its business. The discrepancies noticed on verification between thephysical stocks and the book records were not material and have been properly adjusted inthe books of account.

(iii) According to the information and explanations given to us theCompany has granted loans to companies and an other party covered in the registermaintained under Section 189 of the Companies Act 2013.

a) In our opinion the rate of interest and other terms and conditionson which the loans had been granted

to the companies and an other party listed in the register maintainedunder Section 189 of the Act were not prima facie prejudicial to the interest ofthe Company;

b) The said companies and an other party have been regular in repaymentof principal which are payable on demand. Further the said companies and an other partyhas been regular in payment of interest;

c) There are no overdue amounts in respect of the loans granted to thecompanies and other party listed in the register maintained under Section 189 of the Act.

According to the information and explanations given to us the Companyhas not granted any loans secured or

unsecured to firms or limited liability partnerships covered in theregister maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 185 and 186 of theCompanies Act 2013 in respect of grant of loans and making investments as applicable.Moreover the Company has not provided any guarantee or security as specified underSection 185 and 186 of the Companies Act 2013.

(v) As per the information and explanations given to

us the Company has not accepted any deposits as mentioned in thedirectives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 orany other relevant provisions of the Companies Act 2013 and the rules framed there under.Accordingly the provisions of paragraph 3(v) of the Order are not applicable to theCompany.

(vi) According to the information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under Sub-section(1) of Section 148

of the Companies Act 2013 for any of the services rendered or goodssold by the Company. Accordingly the provisions of paragraph 3(vi) of the Order are notapplicable to the Company.

(vii) (a) According to the information and explanations given to

us and on the basis of our examination of the records of the Companyamounts deducted/ accrued in the books of account in respect of undisputed statutory duesincluding provident fund employees' state insurance income-tax goods and services taxduty of customs value added tax cess and other material statutory dues have generallybeen regularly deposited during the year by the Company with the appropriate authoritiesthough there has been delay in deposit income tax. Further income-tax (tax deducted atsource) for the month of March 2020 has not been deposited as the Company has availedrelaxation provided under the Taxation and Other Laws (Relaxation of Certain Provisions)Ordinance 2020 in respect of such amount.

As explained to us the Company did not have any dues on account ofduty of excise sales tax and service tax.

According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax goods and services tax duty of customs value added tax cess and othermaterial statutory dues were in arrears as at March 31 2020 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us thereare no dues in respect of income- tax goods and services tax service tax duty ofcustoms and value added tax which have not been deposited on account of any dispute as atMarch 31 2020 except for the following:

Name of the Statute Nature of the dues Period to which the amount relates Forum where dispute is pending Amount (' in lakh) Amount paid under protest (' in lakh)
Income-tax Act 1961 Income-tax AY 2006-07 AY 2009-10 and AY 2011-12 High Court 54 10
Income-tax Act 1961 Income-tax AY 2007-08 to AY 2015-16 Income Tax Appellate Tribunal (ITAT) 1221 800
Income-tax Act 1961 Income-tax AY 2010-11 AY 2012-13 and AY 2014-15 to AY 2017-18 Commissioner of Income Tax (Appeals) 1460 249
Finance Act 1994 Service tax FY 2007-08 to FY 2017-18 Customs Excise and Service Tax Appellate Tribunal (CESTAT) 9332 434
Finance Act 1994 Service tax FY 2013-14 and FY 2015-16 to FY 2017-18 Commissioner 6032

-

UP VAT Act 2007 / HVAT Act 2003/ Rajasthan VAT Act 2003/ Maharashtra VAT Act 2002 / KVAT Act 2003 Value Added Tax FY 2010-11 to FY 2012-13 and FY 2014-15 to FY 2016-17 Tribunal / Commissioner (Appeals)/ Commissioner 407 21

(viii) In our opinion and according to the information and explanationsgiven to us and on the basis of records examined by us the Company has not defaulted inrepayment of loans or borrowings to banks and dues to debenture holders.

Further the Company did not have any outstanding loans

or borrowings from financial institutions or government during theyear.

(ix) In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the records

of the Company during the current year the Company has raised moneyby way of Qualified Institutional Placement (QIP). The proceeds from QIP were ' 50000lakh. The proceeds of the issue (net of related expense of INR 1023 lakh) are to augmentfor growth and expansion corporate general purpose working capital requirement andrepayment of outstanding loan. The proceeds of ' 6000 lakh pending utilisation for theobjects of QIP have temporarily been invested in interest bearing liquid instrument. TheCompany did not raise any money by way of further public offer (including debtinstruments) during the year and the term loan raised during the year have been appliedfor the purposes for which they were raised.

(x) According to the information and explanations given to us nomaterial fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and onthe basis of our examination of records

of the Company Managerial Remuneration accrued for the two executivedirectors of the Company is in excess of the limits specified under Section 197 of the Actread with Schedule V to the Act by ' 982 lakh. The Company is in the process of obtainingapproval from shareholders at the forthcoming annual general meeting for such excessremuneration (refer note 51 of the standalone financial statements).

(xii) According to the information and explanations given to us theCompany is not a nidhi Company. Accordingly the provisions of paragraph 3(xii) of theOrder are not applicable to the Company.

(xiii) In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the records

of the Company the transactions with the related parties are incompliance with Section 177 and 188 of the Companies Act 2013 where applicable and thedetails have been disclosed in the standalone financial statements as required by theaccounting standards.

(xiv) According to the information and explanations given to us and onthe basis of our examination of the records

of the Company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to

us the Company has not entered into any non-cash transactions withdirectors or persons connected with them. Accordingly the provisions of paragraph 3(xv)of the Order are not applicable to the Company.

(xvi) According to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934.

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: June 8 2020 ICAI UDIN.: 20098297AAAABK1997

Annexure B to the independent Auditor's Report on the standalonefinancial statements of PVR Limited for the year ended March 31 2020

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013

(Referred to in paragraph (1) (A) (f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tostandalone financial statements of PVR Limited ('the Company') as of March 31 2020 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to standalone financial statements and suchinternal financial controls were operating effectively as at March 31 2020 based on theinternal financial controls with reference to standalone financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (the 'Guidance Note').

Management's Responsibility for Internal FinancialControls

The Company's management and the Board of Directors are responsible forestablishing and maintaining internal financial controls 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. These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding 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').

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to standalone financial statements based on our audit.We conducted 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 aboutthe adequacy of the internal financial controls with reference to standalone financialstatements and their operating effectiveness.

Our audit of internal financial controls with reference to standalonefinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to standalone financial statements.

Meaning of Internal Financial Controls withReference to Standalone Financial Statements

A Company's internal financial controls with reference to standalonefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of standalone financial statementsfor external purposes in accordance with generally accepted accounting principles. ACompany's internal financial controls with reference to standalone financial statementsinclude those policies and procedures that (1) pertain to the maintenance of records thatin reasonable detail accurately and fairly reflect the transactions and dispositions ofthe assets of the Company; (2) provide reasonable assurance that transactions are recordedas necessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of theCompany are being made only in accordance with authorisations of management and directorsof the Company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the Company's assets thatcould have a material effect on the standalone financial statements.

Inherent Limitations of Internal FinancialControls with Reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone 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 standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to

standalone financial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay 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: June 8 2020 ICAI UDIN.: 20098297AAAABK1997

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