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Sandesh Ltd.

BSE: 526725 Sector: Services
NSE: SANDESH ISIN Code: INE583B01015
BSE 00:00 | 24 Jun 679.10 7.45
(1.11%)
OPEN

671.65

HIGH

685.00

LOW

669.00

NSE 00:00 | 24 Jun 674.35 5.60
(0.84%)
OPEN

667.30

HIGH

679.90

LOW

666.20

OPEN 671.65
PREVIOUS CLOSE 671.65
VOLUME 165
52-Week high 1079.00
52-Week low 635.65
P/E 5.85
Mkt Cap.(Rs cr) 514
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 671.65
CLOSE 671.65
VOLUME 165
52-Week high 1079.00
52-Week low 635.65
P/E 5.85
Mkt Cap.(Rs cr) 514
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sandesh Ltd. (SANDESH) - Auditors Report

Company auditors report

TO THE MEMBERS OF

THE SANDESH LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of TheSandesh Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2021 the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Changes in Equity and the Statement of Cash Flows for the year ended onthat date 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 (hereinafter referred to as "theAct") in the manner so required and give a true and fair view in conformity with theIndian Accounting Standards prescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended (hereinafter referred toas"Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2021 the profit and total comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act(hereinafter referred to as"SAs"). Our responsibilities under those Standardsare further described in the Auditor's Responsibilities for the Audit of theFinancial 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(hereinafter referred to as"ICAI") together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics.We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Accuracy of recognition measurement presentation and disclosures of advertisement revenue. Principal audit procedure:
For advertisement revenue there is a risk of material misstatement of the standalone financial statements due to error considering following aspects: - Our approach was a combination of test of internal controls and substantive procedures which included the following:
- Advertisement revenue from print media • Evaluated the design of internal control
• Pricing terms of the advertisement revenue in the newspaper are complex and prices generally are changed on a periodic basis • For evaluation of operative effectiveness of internal control tested the advertisement considering the accuracy of pricing invoice amount and tax thereon place edition and customer.
• Number of parties involved and number of transactions are huge
- Advertisement revenue from other platforms • Tested the relevant information technology system in respect of recording and disclosing of advertisement revenue
• pricing terms are non-standardized and are different on customer to customer basis. • In case of advertisement in newspaper and on hoardings tested the location date and content of actual advertisement published in the newspaper and site respectively.
• Verification of invoices on sample basis.
• Performed analytical procedures to verify the discount given on advertisement
- Evaluated the appropriateness of accounting policies related disclosure made and overall presentation in the standalone financial statements in terms of Ind AS 115

Key Audit Matter Auditor's Response
Valuation of Investments (other than investment in subsidiary company) and recognition of (1) realized gain on derecognition of investments and (2) unrealized gain on fair valuation of investments. Principal audit procedure:
The Company has investments of Rs. 50818.59 lakhs (other than investment in subsidiary company) which constitute 53% of total assets as at March 31 2021. The investments are measured at fair value at each reporting date and fair value measurements of such investments have significant impact on the Company's results. - Performed test of control on the company's process to compute the fair value of investments of equity shares of listed companies and mutual fund and also recognition of realized and unrealized gain from investments.
As value of investments is substantial and realized / unrealized gain on such investments have significant impact on profitability of the company during the year these are considered as key audit matters. - For investment in equity shares of private limited company:
Evaluated the independent valuer's report considering how the valuation is done and significant judgement made in his report.

 

Assessment of impairment test in investment properties Principal Audit Procedure
The company has material investment in investment properties. - Evaluated the independent valuer considering his competence and independence
For impairment test the company obtains the valuation report of independent valuer which involves judgement of possible fair value of the investment properties - Evaluated the valuation report considering how the valuation is done and significant judgement made in his report.

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

The Company's Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Board's Report including Annexures to Board's Report andShareholder's Information but does not include the standalone financial statementsand our auditor's report there on. The Board's report is expected to be madeavailable to us after the date of this auditor's report.

Our opinion on the standalone financial statements does not cover 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 identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

When we read the Board's report if we conclude that there is amaterial misstatement of this other information we are required to communicate to thosecharged with governance and necessary action in accordance with SAs will be taken.

Management's Responsibility for the Standalone FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding 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 the accuracy and completeness ofthe accounting 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 management isresponsible 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 management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial 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 a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3) (i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence 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 auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so 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 (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act we give in the "Annexure – A" a statementon the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143(3) of the Act based on our audit wereport 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 Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income Statement of Changes in Equity and the Statement of Cash Flow dealtwith by this Report are in agreement with the relevant 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 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2021 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 overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure – B". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company'sinternal financial controls over financial reporting.

g) With respect to the other matters to be included in theAuditor's Report in accordance with the requirements of section 197(16) of the Actas amended: In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements – Refer Note38 to thestandalone 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.

For S G D G & Associates LLP
Chartered Accountants
ICAI Firm Reg No. –W100188
(Devansh Gandhi)
Partner
Place: Ahmedabad Membership No. 129255
Date: June 29 2021 UDIN:21129255AAAAEU5330

ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT

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

Report on Companies (Auditor's Report) Order 2016 (‘theOrder') issued by the Central Government in terms of Section 143(11) of the CompaniesAct 2013 (‘the Act') of The Sandesh Limited (‘the Company')

1. In respect of fixed assets:

a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

b) The Company has a regular programme of physical verification of itsfixed assets by which fixed assets are verified in a phased manner over a period of twoyears. In accordance with this programme certain fixed assets were verified during theyear and no material discrepancies were noticed on such verification. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets.

c) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company.

2. In respect of Inventories:

The inventories have been physically verified by the management atreasonable intervals and no material discrepancies noticed.

3. In respect of loans granted to parties covered in theregister maintained u/s 189 of the Act:

The Company has not granted any loans secured or unsecured tocompanies firms limited liabilities partnerships or other parties covered in theregister maintained under Section 189 of the Act. Therefore the provisions of Clause 3(iii) [(a) to (c)] of the said Order are not applicable to the Company.

4. In respect of compliance of section 185 and 186 of the Act:

In our opinion and according to the information and explanations givento us the Company has complied with the provisions of section 185 and 186 of the Actwith respect to the loans and investments made.

5. In respect of deposits:

The Company has not accepted any deposits.

6. In respect of maintenance of cost records:

The Central Government has not prescribed the maintenance of costrecords under section 148(1) of the Act for any of the services rendered by the Company.

7. In respect of statutory dues:

a) According to the information and explanations given to us and therecords of the Company examined by us in our opinion the Company is generally regular indepositing the undisputed statutory dues including provident fund employees' stateinsurance income tax goods and service tax duty of customs cess and other materialstatutory dues as applicable with appropriate authorities.

b) According to the information and explanations given to us and therecords of the Company examined by us in our opinion no undisputed amounts payable asapplicable were in arrears as at March 31 2021 for a period of more than six months fromthe date they became payable.

c) According to the information and explanations given to us and therecords of the Company examined by us there are no dues of goods and service tax duty ofcustoms and cess which have not been deposited on account of any dispute. The particularsof dues of income tax as at March 31 2021 which have not been deposited on account ofdispute are as follows:

Name of statute Nature of dues Forum where the dispute is pending Period to which the amount relates ( Amount In lacs)
Income Tax Act 1961 Income Tax ITAT F.Y. 2005 – 06 688.75
Income Tax Act 1961 Income Tax CIT F.Y. 2011 – 12 0.82
Income Tax Act 1961 Income Tax CIT F.Y. 2015 – 16 10.10
Income Tax Act 1961 Income Tax CIT F.Y. 2016 – 17 6.36

8. In respect of dues to financial institutions / banks /debentures:

Based on our audit procedures and according to the information andexplanation given to us the Company has neither taken any loan from financial institution/ banks nor issued debentures. Thus paragraph 3(viii) of the Order is not applicable tothe Company.

9. In respect of money raised by way of public offer andapplication of term loan:

The Company did not raise any money by way of initial public offer orfurther public offer (including debt instruments) and no term loans raised during theyear. Accordingly paragraph 3 (ix) of the Order is not applicable.

10. In respect of fraud:

According to the information and explanations given to us no fraud bythe Company or on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

11. In respect of managerial remuneration in accordance with Section197 of the Act:

According to the information and explanations give to us and based onour examination of the records of the Company the Company has paid / provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Act.

12. In respect of Nidhi company:

In our opinion and according to the information and explanations givento us the Company is not a nidhi company. Accordingly paragraph 3(xii) of the Order isnot applicable.

13. In respect of transactions with related parties in compliance ofsection 177 and 188 of the Act and its disclosures:

According to the information and explanations given to us and based onour examination of the records of the Company transactions with the related parties arein compliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

14. In respect of preferential allotment or private placement of sharesor debentures:

According to the information and explanations give to us and based onour examination 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.

15. In respect of non-cash transactions with directors or persons:

According to the information and explanations given to us and based onour examination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

16. In respect of company is required to be registered under section45-IA of the Reserve Bank of India Act 1934:

The Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934.

For S G D G & Associates LLP
Chartered Accountants
ICAI Firm Reg No. –W100188
(Devansh Gandhi)
Partner
Place: Ahmedabad Membership No. 129255
Date: June 29 2021 UDIN:21129255AAAAEU5330

ANNEXURE – B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 (f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of The Sandesh Limited ("the Company") as of March 31 2021 inconjunction with our audit of the standalone financial statements of the Company for theperiod ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management 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(‘ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (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. 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.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting 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 judgment 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 internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internalfinancial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary 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 authorizations of management and directorsof the company; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assetsthat could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31 March 2021 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.

For S G D G & Associates LLP
Chartered Accountants
ICAI Firm Reg No. –W100188
(Devansh Gandhi)
Partner
Place: Ahmedabad Membership No. 129255
Date: June 29 2021 UDIN:21129255AAAAEU5330

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