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Touchwood Entertainment Ltd.

BSE: 535037 Sector: Others
NSE: TOUCHWOOD ISIN Code: INE486Y01013
BSE 05:30 | 01 Jan Touchwood Entertainment Ltd
NSE 00:00 | 30 Oct 42.20 2.00
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Touchwood Entertainment Ltd. (TOUCHWOOD) - Auditors Report

Company auditors report

TO THE MEMBERS OF TOUCHWOOD ENTERTAINMENT LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of TouchwoodEntertainment Limited ("the Company") which comprise the Balance Sheet asat March 31 2019 the Statement of Profit and Loss and the Statement of Cash Flows forthe year ended on that date and a summary of the significant accounting policies andother explanatory information (hereinafter referred to as"the Standalone FinancialStatements").

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 Standards prescribed under section 133 ofthe Act and other accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2019 the profit and its cash flows for the yearended 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 (SAs). Ourresponsibilities under those Standards are further described in the Auditor sResponsibilities for the Audit of the Standalone 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 (ICAI) together with the independencerequirements that are relevant to our audit of the financial statements under theprovisions of the Act and these requirements and the ICAI s Code of Ethics. We believethat the audit evidence we have audit opinion on the Standalone Financial Statements.

Emphasis of Matter We draw your attention to:

Note no. (e) for considering the advance given to Jaypee Infratech Ltd. for purchase ofPent House at JAYPEE GREENS NOIDA as good despite Jaypee Infratech Ltd. undergoinginsolvency proceedings since July 2017.

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.

S.No. Key Audit Matter
1 Valuation of Scarp
The company is engaged in providing Event management services and used to procure goods and services after the completion of event it carry the left over items which are either reusable or saleable. These scarp items have some market value. The Company has accumulated stock of those scarp over a period of time.
Auditor's Response
We assess the process of the company for estimating the Net Realisable Value of Scarp. We have seen the quotations from the management which is obtained by the management from scrap vendors. Value of the Scarp as shown in Financial Statements is based on the subsequent sale made by the Company after Balance Sheet Date.

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 ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the Standalone Financial Statements and our auditor's report thereon.

Our opinion on foe 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 financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the standalone Financial Statements or our knowledge obtainedduring 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 this 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 give a true and fair view of the financial position financial performance and cashflows of the Company in accordance with the Accounting Standard and other accountingprinciples generally accepted in India. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material 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.

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 the economic decisions of users taken onthe 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 financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial statements 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'soncern.

If we conclude that a material uncertainty exists we are required to draw attention inour auditor's report to the related disclosures in the Standalone Financial Statements orif such disclosures are inadequate to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor s report. However future eventsor conditions may cause the Company to cease to continue as a going 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.

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.

Report on Other Legal and Regulatory Requirements

1. 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 the Statement of CashFlow dealt with by this Report are in agreement with the relevant books of account

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standard specified under Section 133 of the Act

e) On the basis of the written representations received from the directors as on March31 2019 taken on 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 with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure A". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the

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 by the Company to its directors during the year is inaccordance with the provisions of section 197 read with Schedule V 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 no pending litigation which has any impact on its financialposition.

II. The Company does not have any long term contract including derivative contractsexcept advance given for purchase of Pent House at Jaypee Greens Noida Considered good.(refer matter paragraph) for which there may be a material loss.

III. No amount was required to be transferred to the Investor Education and ProtectionFund by the Company.

2. 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 "AnnexureB" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For VSD & ASSOCIATES
Chartered Accountants
Firm s registration number: 008726N
Sd/-
Sanjay Sharma
Place: New Delhi F.C.A. Partner
Dated: 25.05.2019 Membership number: 087382

ANNEXURE "A" TO THE INDEPENDENT AUDITOR S REPORT

(Referred to in paragraph 1(f) under „Report on Other Legal and RegulatoryRequirements section of our report to the Members of M/s Touchwood EntertainmentLimited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 ("the Act")

We have examine the internal financial controls over financial reporting of M/sTouchwood Entertainment Limited ("the Company") as of March 31 2019in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.

Management s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business 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 formation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 financial statements whether due to fraud or error.

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 financial statements for external purposes in accordance with generallyacceded accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 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 Institute of Chartered Accountants ofIndia.

For VSD & ASSOCIATES
Chartered Accountants
Firm s registration number: 008726N
Sd/-
Sanjay Sharma
Place: New Delhi F.C.A. Partner
Dated: 25.05.2019 Membership number: 087382

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirementssection of our report to the Members of M/s Touchwood Entertainment Limited of evendate)

i. In respect of the Company's fixed assets:

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

(b) The Company has a program of verification to cover all the items of fixed assets ina phased manner which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the program certain fixed assets werephysically verified by the management during the year. According to the information andexplanations given to us no material discrepancies were noticed on such verification.

(c) The company owns no immovable property as at the balance sheet date. According tothe information and explanations given to us and on the basis of our examination of therecords of the Company the Company has made a part payment of Rs.11348880/- to M/sJaypee Infratech Limited for purchase of a Pent House at JAYPEE GREENS NOIDA (UNIT NO.KRH21-3202) for which no title deed held with the company as the project is under dispute.The same will take place after completion of the project. (Refer Note No. (e) in Notes tothe Accounts)

ii. The Company is engaged in the business of providing event management services anddoes not have any inventories of raw material or finished goods. The company used topurchase and procure need based goods & services directly delivered at site by thesuppliers as and when required for organizing and conducting the events.

During the year under audit the company has left over items which are eitherreusable or saleable. These scarp items have some market value. The Company hasaccumulated the value of these items on realisable value which are subsequently sold afterbalance sheet date.

iii. According to the information and explanations given to us the Company has giveninterest free rent security of Rs.10 Lacs each to its 2 directors covered in the registermaintained under section 189 of the Companies Act 2013. However the company has notgranted any loans secured or unsecured to companies firms Limited Liability Partnershipor any other parties covered under the register maintained under section 189 of theCompanies Act 2013. Hence clauses (a) to (c) are Not Applicable.

iv. In our opinion and according to the information and explanations given to us theCompany has not given any loan or guarantee. In our opinion and according to theinformation and explanations given to us the Company has complied with the provisions ofsection 186 of the Act with respect to the investments made by it in quoted equityshares.

v. The Company has not accepted deposits during the year and does not have anyunclaimed deposits as at March 31 2019 and therefore the provisions of the clause 3 (v)of the Order are not applicable to the Company.

vi. The maintenance of cost records has not been specified by the Central Governmentunder section 148(1) of the Companies Act 2013 for the business activities carried out bythe Company. Thus reporting under cla use 3(vi) of the order is not applicable to theCompany.

vii. According to the information and explanations given to us in respect of statutorydues:

(a) On the basis of our examination of books of account and information and explanationfurnished by the management provisions of sales-tax duty of customs duty of excisevalue added tax and cess are not applicable to the company.

The company on few occasions has defaulted in depositing the undisputed statutory duesin respect of provident fund employee's state insurance income tax deducted at source& Goods & Services Tax

No outstanding statutory dues as on the last day of the financial year was outstandingfor a period of more than six months from the date it became payable.

(b) Income Tax Authorities (CPC) has adjusted an amount of Rs.2918045/- against taxliability of the Assessment Year 2008-09 out of refund due to the company in previousyears. The assessment at Nil demand has already been made by Dy. Commissioner of IncomeTax in company s favor. The company has received a refund of Rs.2305109/- in November2017 and is hopeful that the balance amount will be refunded by the income at departmentin due course. In view of this the amount has not been written off and the same isclassified under "Long Term Loans & Advances."

viii. The company has not taken any loans from financial institutions and Governmentand has not issued any debentures at the close of the year but has taken vehicle loansfrom bank and NBFC. The company is regular in repayment of term loans taken from bank andNBFC for purchase of vehicles which are payable in EMI and there is no default.

ix. The Company has raised term loan for purchase of vehicles. The amount of Term loanwas paid directly by the NBFC to the vendor of vehicle.

x. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company or no fraud on the Company by its officers or employees hasbeen noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the provisions ofsection 197 read with Schedule V to the Act.

xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of theOrder is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

xiv. There was no issue of Shares during the year. The company has not made any privateplacement of shares or fully or partly paid convertible debentures during the year.

xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsDirectors or persons connected to its directors and hence provisions of section 192 of theCompanies Act 2013 are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For VSD & ASSOCIATES
Chartered Accountants
Firm's registration number: 008726N
Sd/-
Sanjay Sharma
Place: New Delhi F.C.A. Partner
Dated: 25.05.201 9 Membership number: 087382

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