The Members of
REGAL ENTERTAINMENT & CONSULTANTS LIMITED
Report on the Audit of the Standalone Ind AS Financial Statements
We have audited the accompanying financial statements of REGAL ENTERTAINMENT &CONSULTANTS LIMITED ("the Company") which comprise the Balance Sheet as at 31March 2021 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year then endedand notes to the financial statements including a summary of the significant accountingpolicies and other explanatory information (hereinafter referred to as "the financialstatements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair except for the effect of the matters described in the "Basis of the qualifiedopinion" paragraph below the aforesaid standalone Ind AS financial statements viewin conformity with the Indian Accounting Standards prescribed under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended("IndAS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2021 its profit including othercomprehensive income its changes in equity and its cash flows for the year ended on thatdate.
Basis for Qualified Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing (SAs) as specified under section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientexcept mentioned below and appropriate to provide a basis for our audit opinion on thefinancial statements-
We draw attention to-
A. The company continues to prepare its account ongoing concern basis despite factsthat the Reserve Bank of India had cancelled certificate of NBFC registration of thecompany. The management's explanation for the company future viability and ability tocontinue as a going concern.
B. We are not able to verify Investment made in share and securities amounting Rs.18.73 lakhs as management has not provided us demat statement and other relateddocuments. We are unable to express our opinion on the same
C. The Company has not complied with TDS provision of the Income tax Act.
D. Company has not appointed Internal Auditor as required section 138 of Companies Act2013.
E. Company has not appointed full time company secretary as required under section 203of the Companies Act 2013.
Emphasis of Matters
We draw your attention to the following matters:
Note to the financial statements which explain the uncertainties and management'sassessment of the financial impact due to lockdown / restrictions related to the COVID-19pandemic imposed by the Governments for which a definitive assessment of the impact isdependent upon future economic conditions.
Note to the financial statements the Company could not take balance confirmations fromsundry debtors advances and creditors as at close of the year as due to lockdown theoffices were closed and for non-availability concerned persons. Therefore the balances ofsundry debtors and creditors are subject to confirmation and reconciliation.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report but does not include the financialstatements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information; we are required to report that fact. We havenothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the FinancialStatements The Company's Board of Directors is responsible for the matters stated inSection 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the financial position financial performance (includingother comprehensive income) changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards prescribed under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the financial statements the Board of Directors 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 unlessBoard of Directors either intends to liquidate the Company or to cease operations or hasno 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 Financial Statements:
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that insufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)0) of the Act we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists
related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of a reasonablyknowledgeable user of the financial statements may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning the scope of our audit work and inevaluating the results of our work; and (ii) to evaluate the effect of any identifiedmisstatements in the financial statements.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government 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 theOrder.
2. As required by Section 143(3) of the Act based on our audit we report that:
a) We have sought and obtained all the information and explanations (except mentionedin qualification paragraph) which to the best of our knowledge and belief were necessaryfor 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 (including Other ComprehensiveIncome) Statement of Changes in Equity and the Cash Flow Statement dealt with by this
Report are in agreement with the books of account;
d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules2014;
e) on the basis of written representations received from the directors as on 31 March2021 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2021 from being appointed as a director in terms of Section 164 (2) of theAct;
f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B"; and
g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended 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 on its financialposition in its financial statements- Refer Note 34 to the financial statements;
(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.
(iii) There were no amounts which were required to be transferred to the InvestorEducation and protection Fund by the Company; and
(iv) The disclosures requirements relating to holdings as well as dealings in specifiedbank notes were applicable for the period from 8 November 2016 to 30 December 2016 whichare not relevant to these financial statements. Hence reporting under this clause is notapplicable.
3. With respect to the matter to be included in the Auditor's Report in accordance withthe requirements of section 197(16) of the Act as amended:
In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 read with schedule V of the Act.
"ANNEXURE A" TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THEFINANCIAL STATEMENTS OF REGAL ENTERTAINMENT & CONSULTANTS LIMITED
Referred to in paragraph 1 under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date
In terms of information and explanations given to us and the books and records examinedby us in the normal course of audit and to the best of our knowledge and belief we statethat:
I In respect of its fixed assets:
A. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.
B. As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable having regardto the size of the Company and nature of its assets. No material discrepancies werenoticed on such physical verification.
C. The Company does not hold any immovable property. Hence clause 3(i)(c) of the orderin not applicable to the company.
ii. The company does not carry any inventory. Hence this clause is not applicable tothe company.
iii. According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to the companies Firms Limited liabilitypartnership or other parties covered in the Register maintained under section 189 of theAct.
iv. In our opinion and according to the information and explanations given to us thereare no loans investments guarantee and security covered by the provision of the section185 and 186 of the Act.
v. The Company has not accepted any deposit from the public and hence the directivesissued by the Reserve Bank of India and the provisions of sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposits) Rules 2015 withregard to the deposits accepted from the public are not applicable;
vi. According to the information and explanations given to us company has notundertaken manufacturing activity during the year. The Central Government has notspecified the maintenance of cost records under sub section 1 of Section 148 of the Actfor any of the products of the Company for the year under audit.
vii. In case of in respect of Statutory Dues;
a) On the basis of books and records examined by us there is no undisputed statutorydues that have delayed been deposited with the appropriate authorities.
b) According to the information the is no dues in respect of income tax sales taxservice tax goods and services tax w.e.f. 1 July 2017 duty of custom duty of excisevalue added tax that have not been deposited on account of any dispute with theappropriate authorities where the disputes are pending.
viii. On the basis of information and explanations given to us The Company has notborrowed any money from financial institution Government or debenture holders.Accordingly the provision the clause 3(viii) of the Order is not applicable.
ix. According to the representation made and to the best of our knowledge and beliefthe company has not raised moneys by way of initial public offer or further public offerincluding debt instruments and term loans during the year.
x. According to the representation made and to the best of our knowledge and beliefno fraud by the Company or on the Company by its officers or employees has been noticed orreported during the course of our audit;
xi. According to the information and explanations given to us the company has not paidany managerial remuneration. Accordingly the provision the clause 3(xi) of the Order isnot applicable.
xii. In our opinion and according to the information and explanations given to us thecompany is not a Nidhi company. Accordingly this clause is not applicable to the company.
xiii. According to the representation made and to the best of our knowledge andbelief all transactions with the related parties are in compliance with section 177 and188 of the Act. The details have been disclosed in the Financial Statements as required bythe applicable accounting standards.
xiv. According to the representation made and to the best of our knowledge and beliefthe Company has not made any preferential allotment or private placement of shares orfully or partly convertible debentures during the year under review. Therefore theprovisions of clause 3 (xiii) of the Order are not applicable to the Company;
xv. According to the representation made and to the best of our knowledge and beliefthe company has not entered into any non-cash transactions with directors or personsconnected with him. Therefore the provisions of clause 3 (xiv) of the Order are notapplicable to the Company; and
xvi. The company is registered under section 45-IA of the Reserve Bank of India Act1934 and the registration certificate has been obtained. However based on the auditedfinancial statement for the year ended on 31/03/2017 the net owned fund of the company isless than the level prescribed by the RBI. Consequently RBI has cancelled the certificateof registration of the company as NBFC.
Annexure B to the Independent Auditor's Report
The Annexure referred to in the Independent Auditor's Report to the members of theCompany on the financial statements for the year ended 31 March 2021
Report on the Internal Financial Controls over financial reporting under section 143(3)(i) of the Companies Act 2013 ("the Act")
1. We have audited the internal financial controls over financial reporting of REGALENTERTAINMENT & CONSULTANTS LIMITED ("the Company") as of 31 March 2021 inconjunction with our audit of the financial statements of the Company for the year endedon that date.
Management's Responsibility for Internal Financial Controls
2. The Board of Directors of the Company is responsible for establishing andmaintaining internal financial controls based on the Internal Control over FinancialReporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India ("theICAI"). 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 policiessafeguarding 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 the Act.
3. Our responsibility is to express an opinion on the Company's Internal FinancialControls over Financial Reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting("the Guidance Note") issued by the ICAI and the Standards on Auditingprescribed under section 143(10) of the Act to the extent applicable to an audit ofInternal Financial Controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate Internal Financial Controls over Financial Reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the Internal Financial Controls System over Financial Reporting and their operatingeffectiveness.
Our audit of Internal Financial Controls over Financial Reporting included obtaining anunderstanding of Internal Financial Controls over Financial Reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's Internal Financial Controls systemover Financial Reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A company's Internal Financial Control over Financial Reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's Internal Financial Control overFinancial Reporting includes 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 financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. Because of the inherent limitations of Internal Financial Controls over FinancialReporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the Internal Financial Controls over FinancialReporting to future periods are subject to the risk that the Internal Financial Controlover Financial Reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
8. In our opinion to the best of our information and according to the explanationsgiven to us the company has in all material respects adequate Internal FinancialControl System over Financial Reporting and such Internal Financial Control over FinancialReporting were operating effectively as at 31 March 2021 based on the Internal Controlover Financial Reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the ICAI.