You are here » Home » Companies » Company Overview » Sandesh Ltd

Sandesh Ltd.

BSE: 526725 Sector: Services
NSE: SANDESH ISIN Code: INE583B01015
BSE 16:00 | 20 Apr 640.00 3.00
(0.47%)
OPEN

644.00

HIGH

659.95

LOW

640.00

NSE 15:40 | 20 Apr 657.45 22.65
(3.57%)
OPEN

639.95

HIGH

670.00

LOW

630.20

OPEN 644.00
PREVIOUS CLOSE 637.00
VOLUME 552
52-Week high 818.00
52-Week low 415.00
P/E 5.85
Mkt Cap.(Rs cr) 484
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 644.00
CLOSE 637.00
VOLUME 552
52-Week high 818.00
52-Week low 415.00
P/E 5.85
Mkt Cap.(Rs cr) 484
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 Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of The SandeshLimited("the Company") which comprise the Balance Sheet as at March 31 2019the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year ended on that date andnotes to the standalone financial statements including a summary of the significantaccounting policies and other explanatory information (hereinafter referred to as"the 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 (hereinafter referred to as "the Act") in the mannerso required and give a true and fair view in conformity with the Indian AccountingStandards prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended (hereinafter referred to as "IndAS") and other accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2019 the Profit and total comprehensive incomechanges 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 in accordance with theStandards on Auditing specified under section 143(10) of the Act (hereinafter referred toas "SAs"). Our responsibilities under those Standards are further described inthe Auditor's Responsibilities for the Audit of the Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India(hereinafter referred to as"ICAI") together with the ethical requirements that are relevant to our audit ofthe standalone financial statements under the provisions of the Act and the Rules madethere under and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI's Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment 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 aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matter Auditor's Response
1 Accuracy of recognition measurement presen- tation 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:
Evaluated the design of internal control
– Advertisement revenue from print media Pricing terms of the advertisement revenue in the newspaper are complex and prices generally are change date least once on a yearly 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 Tested the relevant information technology system in respect of recording and disclosing of advertisement revenue
– Advertisement revenue from other platforms 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
2 Assessment of impairment test in investment in associate Principal Audit Procedure
The company has material investment in associate. - Reviewed financial statements of the associate to assess the financial position and performance.
For impairment test the company estimates recov- erable amount of investment in associate which is based on value in use method. The method involves critical estimates of forecasting of cash flows growth rate and discount rate. - Evaluated the forecasted cash flows growth rate and discount rate considered in value in use method to arrive at the recoverable amount of investment.
3 Assessment of impairment test in investment properties Principal Audit Procedure
The company has material investment in investment properties. For impairment test the company obtains the valuation report of independent valuer which in- volves judgement of possible fair value of the invest- ment properties - Evaluated the independent valuer considering his competence and independence
- Evaluated the valuation report considering how the valuation is done and significant judgement made in his report.
4 Significant transaction occurred during the year Principal Audit Procedure
During the year under audit the company has sold shares held as stock-in-trade. The amount of such sale is significant in value. - Evaluated management decision about the reason for considering such shares as stock-in-trade.
- Verified supporting documents in respect of purchase and sale contracts and accuracy of accounting treatment of sale of shares.

Information Other than the Standalone 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 and Shareholder's Information but does notinclude the standalone financial statements and our auditor's 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 during the course 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 t his other information we are required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat gives true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

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 inaccordance with SAs we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient 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 in orderto design 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 Companyhas adequate internal financial controls system in place and the operating effectivenessof such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 standalone 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 standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone 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 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.

Other Matter

The financial statements of the Company for the year ended March 31 2018 were auditedby predecessor auditor whose report dated May 28 2018 expressed an unmodified opinion onthose Financial Statements.

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 ofthe Act we give in the "Annexure – A" a statement on the mattersspecified in the paragraph 3 and 4 of the order.

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 which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules2014.

e) On the basis of the written representations received from the directors as on March31 2019 take non record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 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". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended: In our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.

h) 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 standalone financial statements Refer Note 38 to the standalone financialstatements.

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.

For S G D G & Associates LLP
Chartered Accountants
ICAI Firm Registration No. : W100188
Devansh Gandhi
Place : Ahmedabad Partner
Date : May 28 2019 Membership No. 129255

ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT

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

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

1. In respect of fixed assets:

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

b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of two years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

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 areheld in the name of the Company.

2. In respect of Inventories:

The inventories have been physically verified by the management at reasonable intervalsand no material discrepancies noticed.

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

The Company has not granted any loans secured or unsecured to companies firmslimited liabilities partnerships or other parties covered in the register maintained underSection 189 of the Act. Therefore the provisions of Clause 3 (iii) [(a) to (c)] of thesaid 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 given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto 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 cost records under section148(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 the records of theCompany examined by us in our opinion the Company is generally regular in depositing theundisputed statutory dues including provident fund employees' state insurance incometax goods and service tax duty of customs cess and other material statutory dues asapplicable with appropriate authorities.

b) According to the information and explanations given to us and the records of theCompany examined by us in our opinion no undisputed amounts payable as applicable werein arrears as at March 31 2019 for a period of more than six months from the date theybecame payable.

c) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of goods and service tax duty of customs andcess which have not been deposited on account of any dispute. The particulars of dues ofincome tax as at March 31 2019 which have not been deposited on account of dispute areas follows:

Name of statute Nature of dues Forum where the dispute is pending Period to which the amount relates Amount (Rs. In lacs)
Income Tax Act 1961 Income Tax ITAT F.Y. 2005 – 06 688.75
Income Tax Act 1961 Fringe Benefit Tax Supreme Court F.Y. 2006 – 07 38.78
Income Tax Act 1961 Income Tax CIT F.Y. 2011 – 12 0.82
Income Tax Act 1961 Income Tax CIT F.Y. 2015 – 16 10.63

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

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

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

The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) and no term loans raised during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.

10. In respect of fraud:

According to the information and explanations given to us no fraud by the Company oron the Company by its Officers or employees has been noticed or reported during the courseof our audit.

11. In respect of managerial remuneration in accordance with Section 197 of the Act:

According to the information and explanations give to us and based on our examinationof the records of the Company the Company has paid / provided for managerial remunerationin accordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act.

12. In respect of Nidhi company:

In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

13. In respect of transactions with related parties in compliance of section 177 and188 of the Act and its disclosures:

According to the information and explanations given to us and based on our examinationof the records of the Company transactions with the related parties are in compliancewith sections 177 and 188 of the Act where applicable and details of such transactionshave been disclosed in the standalone financial statements as required by the applicableaccounting standards.

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

According to the information and explanations give to us and based on our examinationof 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.

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

According to the information and explanations given to us and based on our examinationof the records of the Company the Company has not entered into non-cash transactions withdirectors or persons connected with him. Accordingly paragraph 3(xv) of the Order is notapplicable.

16. In respect of company is required to be registered under section 45-IA of theReserve Bank of India Act 1934:

The Company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934.

For S G D G & Associates LLP
Chartered Accountants
ICAI Firm Registration No. : W100188
Devansh Gandhi
Place : Ahmedabad Partner
Date : May 28 2019 Membership No. 129255

ANNEXURE – B TO THE INDEPENDENT AUDITOR'S REPORT

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of TheSandeshLimited ("the Company") as of March 31 2019 in conjunction with our audit ofthe standalone financial statements of the Company for the period ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the

Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby 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 of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

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 accordance with the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies

Act 2013 to the extent applicable to an audit of internal financial controls bothapplicable to an audit of Internal Financial Controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about 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 about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone 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 themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company's assets that could have a material effect on the standalonefinancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S G D G & Associates LLP
Chartered Accountants
ICAI Firm Registration No. : W100188
Devansh Gandhi
Place : Ahmedabad Partner
Date : May 28 2019 Membership No. 129255

.