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Silly Monks Entertainment Ltd.

BSE: 535043 Sector: Media
NSE: SILLYMONKS ISIN Code: INE203Y01012
BSE 05:30 | 01 Jan Silly Monks Entertainment Ltd
NSE 00:00 | 27 Sep 20.80 0.30
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Silly Monks Entertainment Ltd. (SILLYMONKS) - Auditors Report

Company auditors report

To the Members of

Silly Monks Entertainment Limited

Report on the Audit of the Standalone financial statements

Opinion

We have audited the Standalone financial statements of Silly Monks EntertainmentLimited ("the Company") which comprise the balance sheet as at 31stMarch 2019 statement of profit and loss and statement of cash flows for the year endedand notes to the Standalone financial statements including a summary of significantaccounting policies and other explanatory information.

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 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at 31st March 2019 its profit and cashflows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone financialstatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the Standalone financial statementsunder the provisions of the Companies Act 2013 and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Company's Annual Report but doesnot include the Standalone financial statements and our auditor's report thereon. TheAnnual report is expected to be made available to us after the date of this auditor'sreport.

Our opinion on the Standalone financial statements does not cover the other informationand we will 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 identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the Standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

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 give a true and fair view of the state of affairs and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due 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. Board of Directors is also responsible for overseeingthe Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone financial statements

Our objectives are to obtain reasonable assurance about whether the Standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to Standalone financial statements inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by 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 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 ourauditors' report.

However future events or conditions may cause the Company to cease to continue as agoing concern.

• Evaluate the overall presentation structure and content of the Standalonefinancial statements including the disclosures and whether the Standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

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

(c) The Balance Sheet Statement of profit and loss account and the Statement of CashFlows dealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid Standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 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 over financialreporting with reference to Standalone financial statements of the Company and theoperating effectiveness of such controls refer to our separate Report in "AnnexureB".

(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 opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid/provided 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 the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations to which would have an impact onits financial position.

ii. The Company did not have any long-term contracts including derivative contracts forwhich 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.

Report on Other Legal and Regulatory Requirements (continued)

(B) As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Companies Act2013 we give in

"Annexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.

For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration No: 010396S/S200084
Sd/-
C V Koteswara Rao
Place: Hyderabad Partner
Date: 30.05.2019 Membership No.028353

Annexure A to the Auditors' Report (referred to in paragraph 1 of our Report of evendate to the Members of "Silly Monks Entertainment Limited" for the year ended(31st March 2019)

On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit we report that;

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment;

(b) The Property Plant and Equipment have been physically verified by the managementin a phased manner designed to cover all the items over a period of three years which inour opinion is reasonable having regard to the size of the company and nature of itsbusiness. Pursuant to the program a portion of the fixed asset has been physicallyverified by the management during the year and no material discrepancies between the booksrecords and the physical Property Plant and Equipment have been noticed.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the company does not have any immovableproperties so reporting under this clause is not applicable to the Company.

ii. The Company is a service company primarily rendering digital marketing services.Accordingly it does not hold any physical inventories. Thus paragraph 3(ii) of the Orderis not applicable to the Company.

iii. The Company has granted loans to parties covered in the register maintained undersection 189 of the Companies Act 2013 ('the Act').

a) In our opinion the rate of interest and other terms and conditions on which theloans had been granted to the parties listed in the register maintained under Section 189of the Act were not prima facie prejudicial to the interest of the Company.

b) In the case of the loans granted to the parties listed in the register maintainedunder section 189 of the Act the borrowers have been regular in the payment of theprincipal and interest as stipulated.

c) There are no overdue amounts in respect of the loan granted to parties listed in theregister maintained under section 189 of the Act.

iv. 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 Companies Act 2013In respect of loans investments guarantees and security.

v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the Order are not applicable.

vi. The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company.

vii. (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company is regular in depositingundisputed statutory dues including Income Tax Goods and Services Tax Cess and any otherstatutory dues with the appropriate authorities. According to the information andexplanations given to us no undisputed amounts payable in respect of the above were inarrears as at 31st March 2019 for a period of more than six months from thedate on when they become payable.

(b) According to the information and explanation given to us there are no dues ofincome tax Sales tax Service tax duty of customs duty of excise Value Added Tax andany other laws outstanding on account of disputes.

viii. The Company has not defaulted in any repayment of loans or borrowings from anyfinancial institution banks government or debenture holders during the year.Accordingly paragraph 3(viii) of the Order is not applicable.

ix. Based upon the audit procedures performed and the information and explanationsgiven by the management the company has raised moneys by way of initial public offerduring the FY 2017-18 of Rs.1118.39 Lakhs out of which the company has utilized Rs.546.39Lakhs in FY 2017-18 and balance funds of Rs.572.00 Lakhs have been utilized in FY 2018-19for the purpose which they were raised.

x. Based upon the audit procedures performed for the purpose of reporting the true andfair view of the Standalone financial statements and according to the information andexplanations given by the management we report that no fraud by the company or on thecompany by the officers and employees of the Company has been noticed or reported duringthe year.

xi. Based upon the audit procedures performed and the information and explanation givenby the management the provisions of section 197 read with Schedule V to the companies Actis not applicable to the company.

xii. In our opinion the Company is not a Nidhi company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

xiii. According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the notes tothe Standalone financial statements as required by the applicable accounting standards.

xiv. According to the information and explanation given to us and based on ourexamination of the records of the company the company has not made any preferentialallotment or private placement of shares during the year under review and complied withapplicable provisions of the companies Act 2013.

xv. According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of Companies Act 2013.Accordingly the provision ofclause 3 (xv) of the Order is not applicable to the Company and hence not commented upon.

xvi. According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company andhence not commented upon.

For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration No: 010396S/S200084
Sd/-
C V Koteswara Rao
Place: Hyderabad Partner
Date: 30.05.2019 Membership No.028353

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL

STATEMENTS OF SILLY MONKS ENTERTAINMENT LIMITED

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

To the Members of Silly Monks Entertainment Limited

We have audited the internal financial controls over financial reporting of SillyMonks Entertainment Limited ("the Company") as of 31st March2019 in conjunction with our audit of the Standalone financial statements of the Companyfor the year 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 Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 accordancewith the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing as specified under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls and both issued by theInstitute of Chartered Accountants of India.

Those Standards and the Guidance Note require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.

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 appropriateto provide a basis for our audit opinion on the internal financial controls system overfinancial 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 the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with 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 Standalone financial 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 31st March 2019based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration No: 010396S/S200084
Sd/-
C V Koteswara Rao
Place: Hyderabad Partner
Date: 30.05.2019 Membership No.028353

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