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UFO Moviez India Ltd.

BSE: 539141 Sector: Media
NSE: UFO ISIN Code: INE527H01019
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OPEN 101.95
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VOLUME 4459
52-Week high 138.70
52-Week low 83.45
P/E
Mkt Cap.(Rs cr) 385
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

UFO Moviez India Ltd. (UFO) - Auditors Report

Company auditors report

To the Members of UFO Moviez India Limited

Report on the audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of UFO Moviez India Limited("the Company") which comprise the standalone balance sheet as at 31 March2022 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting 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 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2022 and of its loss and othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.

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 Auditors' 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 Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion on the 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.

Impact of COVID-19 on Going concern assessment
The key audit matter How the matter was addressed in our audit
Refer Note 47 to the standalone financial statements Our procedures included:
The company is in the business of digital cinema distribution network across India. With outbreak of COVID-19 pandemic the operations of the Company are severely impacted due to economic uncertainty and disruption created by closure of cinema halls and this necessitates the evaluation of the Company's ability to continue as a Going concern and meeting its obligations to the stakeholders creditors employees and lenders. • Obtained management's assessment of use of going concern assumption in preparation of the standalone financial statements.
• Discussed with the management and Those charged with Governance regarding the plan on resumption of operations and the Company's ability to meet it's obligations in future. Assessed sufficiency of the Company's resources/funds to meet its costs in the foreseeable future.
• Evaluated the external inputs and assumptions within the going concern model by comparing them to the assumptions used elsewhere in the preparation of the standalone financial statements.
• Assessed the appropriateness and reasonableness of the cash flow forecasts for the foreseeable future approved by the Board of Directors taking into account the adverse effects that could arise from the outbreak of COVID-19 pandemic. We challenged the appropriateness by performing sensitivity analysis on key assumptions used by management in the cash flow forecasts.
• Evaluated the measures taken by the Company's management and Those charged with Governance. In particular we evaluated measures of fund raising managing the Company's liquidity position and costs.
• We also considered the adequacy of the required disclosure in the standalone financial statements on the going concern assumption

Impairment of investment in and loans to subsidiaries and associates

The key audit matter How the matter was addressed in our audit
The Company has investments in subsidiaries and associates - carrying amount of investment in subsidiaries and associates is Rs 12544.59 Lakhs. Further the Company has also advanced loans and interest amounting to Rs 458.97 Lakhs (refer Notes 4 and 5 to the standalone financial statements). Management has performed an impairment assessment in case of any triggers based on the future business plans of the respective entity with underlying assumptions using the discounted free cash flow model. Our audit procedures included amongst others the following:
• Evaluating the Company's process for identifying indicators of impairment of its investment in subsidiaries and /or recoverability of loans by assessing management's review of the financial performance of each subsidiary and associate;
• assessed the recoverable amount based on the valuation carried out/ business projection prepared by the Company using discounted cash flow model. This included assessment of historical accuracy of management's assumptions and forecasts and review of documentation supporting key judgements;
We identified this as a Key audit matter considering the significant risk that these investments and loans may not be recoverable. • reconciled input data to approved budgets and tested mathematical accuracy;
The annual impairment testing involves significant judgment in evaluating appropriateness of model used and underlying assumptions such as growth rate terminal value discount rate and others. • performed sensitivity analysis around the key assumptions to ascertain the extent to which adverse changes both individually or in the aggregate could impact the analysis;
• We have involved our valuation specialists as appropriate to assess the underlying valuation methodologies and assumptions applied by the Company.
• Discussed management's strategic and operational plans for the foreseeable future.

Revenue Recognition on advertisement content delivery charges and lease rental incomerevenue

The key audit matter How the matter was addressed in our audit
The Company has recognized advertisement revenue content delivery charges (CDC) and lease rental income of Rs 6153.90 Lakhs for the year ended 31 March 2022 (Refer Notes 22 and 2(h) to the standalone financial statements). We identified these revenue stream as a Key AM considering - In relation to recognition of revenue from advertisement content delivery charges (CDC) and lease rental income we have:
• Considered the appropriateness of management's revenue recognition policy in accordance with the requirements of Ind AS 115;
• Assessed the reasonableness of the timing and amount of revenue recognized during the year;
• Advertisement revenue has an inherent risk due to fraud and error for arrangements entered into with various types of customers and advertisement agencies. CDC revenue and lease rental income are other revenue streams core to the operations of the Company.
• Assessed the design implementation and operating effectiveness of management's key internal controls over revenue recognition;
• Involved our internal IT specialists assessed the design implementation and operating effectiveness of management's key
• The Company uses its automated front-end system for scheduling tracking and invoicing revenues. The revenue from these streams is recoginsed based on automated playback logs retrieval and rates in the system. Further processing of advertisement and content with their scheduling are linked to the financial module. Thus recognition of Company's advertisement revenue is largely dependent on the front-end system and may be susceptible to management override of controls. internal IT controls over the scheduling billing and accounting system;
• tested the financial information contained within the module and billing systems which included system generated reports recording of revenue and accrual of revenue at period end;
• Detailed testing of samples selected statistically for sales transactions from origination through to the general ledger to ensure that revenue recognised was complete and was recorded in the appropriate period and at the correct value;
• On samples selected statistically we
o confirmed our understanding of the process by which revenue is determined by the relevant billing system
o verified underlying records such as agreement sales contracts release orders invoices logs and content displayed
o analyzed release orders over / under/ unutilized and obtained rationale from management for the same
o verified the underlying documents to confirm the existence of the customers

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditors'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 in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Management's and Board of Directors' Responsibility for the Standalone FinancialStatements

The Company's Management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the standalone financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management and Board of Directorsare responsible 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 the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the 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

to provide 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 financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures in the standalone financial statementsmade by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going 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's report tothe related disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause 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.

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 auditors' 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 the Companies (Auditors' Report) Order 2020 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

2. (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 standalone balance sheet the standalone statement of profit and loss (includingother comprehensive income) the standalone statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2022 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tostandalone financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies

(Audit and Auditors) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as at 31 March 2022 onits financial position in its standalone financial statements - Refer Note 35 to thestandalone financial statements.

b) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

c) There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

d) (i) The management has represented that to the best of its knowledge and belief nofunds have been advanced

or loaned or invested (either from borrowed funds or share premium or any other sourcesor kind of funds) by the Company to or in any other persons or entities including foreignentities ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company

• provide any guarantee security or the like to or on behalf of the UltimateBeneficiaries.

(ii) The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any persons or entities including foreignentities ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of theFunding Party

• provide any guarantee security or the like from or on behalf of the UltimateBeneficiaries.

(iii) Based on such audit procedures as considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (d) (i) and (d) (ii) contain any material mis-statement.

e) The Company has neither declared nor paid any dividend during the year.

(C) With respect to the matter to be included in the Auditors' Report under Section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rajesh Mehra
Partner
Mumbai Membership Number: 103145
26 May 2022 ICAI UDIN: 22103145AJRJSJ3158

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

With reference to the Annexure A referred to in the Independent Auditors Report to themembers of the Company on the standalone

financial statements for the year ended 31 March 2022 we report the following:

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of

property plant and equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(b) The Company has a regular programme of physical verification of its property plantand equipment by which all property plant and equipment are verified in a phased mannerover a period of two years. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Pursuantto the programme certain property plant and equipment were physically verified duringthe year and no material discrepancies were noticed on such verification.

(c) The Company does not have any immovable property (other than properties where theCompany is the lessee and the lease agreements are duly executed in favour of the lessee).Accordingly clause 3(i)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not revalued its propertyplant and equipment (including right of use assets) or intangible assets or both duringthe year.

(e) According to information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the year.In our opinion the frequency of such verification is reasonable. The Company hasmaintained proper records of inventory. There were no discrepancies noticed onverification between the physical stock and the book records that were more than 10% inthe aggregate of each class of inventory.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has been sanctioned working capitallimits in excess of five crore rupees in aggregate from banks on the basis of securityof current assets. In our opinion the quarterly returns or statements filed by theCompany with such banks or financial institutions are in agreement with the books ofaccount of the Company.

(iii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the

Company the Company has made investments provided guarantee or security grantedloans and advances in the nature of loans secured or unsecured to companies limitedliability partnership and other parties. Based on the audit procedures carried on by usand as per the information and explanations given to us the Company has provided loans orprovided advances in the nature of loans or stood guarantee or provided security to anyother entity as below:

Amount in ' Lakhs
Particulars Guarantees Security Loans* Advances in nature of loans
Aggregate amount during the year
- Subsidiaries - - 534 -
Balance outstanding as at balance sheet date
- Subsidiaries - - 453 -
- Associates 200 - - -

* net of provision for doubtful loans and advances

(b) According to the information and explanations given to us and based on the auditprocedures conducted by us where applicable in our opinion the investments madeguarantees provided security given during the year and the terms and conditions of thegrant of loans and advances in the nature of loans and guarantees provided during the yearare prima facie not prejudicial to the interest of the Company.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in the case of loans given the principal andinterest thereon are repayable on demand. As informed to us the

Company has not demanded repayment of the loan and interest during the year. Thusthere has been no default on the part of the party to whom the money has been lent.Further the Company has not given any advance in the nature of loan to any party duringthe year.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the

Company there is no loan or advance in the nature of loan granted falling due duringthe year which has been renewed or extended or fresh loans granted to settle the overduesof existing loans given to same parties.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion the Company has granted loans oradvances in the nature of loans that are repayable on demand to following related partiesas defined in Clause (76) of Section 2 the Act.

Amount in Rs Lakhs
Particulars All Parties Promoters Related Parties
Aggregate of loans
- Repayable on demand (A) 453 - 453
- Agreement does not specify any terms or period of Repayment (B) - - -
Total (A+B) 453 - 453
Percentage of loans to the total loans 100% 0% 100%

(iv) The Company has not granted any loans or provided any guarantees or security tothe parties covered under Section 185 of the Act. The Company has complied with theprovisions of Section 186 of the Act in respect of investments made or loans or guaranteeor security provided to the parties covered under Section 186 of the Act.

(v) The Company has not accepted any deposits from the public within the meaning of thedirectives issued by the Reserve Bank of India provisions of Sections 73 to 76 of theAct or any other relevant provisions of the Act and the relevant rules framed thereunder.

(vi) The Central Government has not prescribed the maintenance of cost records underSection 148 of the Act for any of the services rendered/products traded in by the Company.

(vii) (a) The Company does not have liability in respect of Service tax Duty ofexcise Sales tax and Value added tax during the year since effective July 1 2017 thesestatutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees' StateInsurance Income-tax Goods and Services tax duty of Customs and other materialstatutory dues have been generally regularly deposited during the year by the Company withthe appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' State Insurance Income-tax Goods andServices tax duty of Customs and other material statutory dues were in arrears as at 31March 2022 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofIncome-tax Goods and Service tax duty of Customs which have not been deposited onaccount of any dispute. The following dues of Service tax Value added tax and Sales taxhave not been deposited by the Company on account of disputes:

Name of the statute Nature of dues* Amount (' in Lakhs)* Period (Financial year) Forum where the dispute is pending
Bihar Value Added Tax Act Value added tax 11 2007-08 to 2008-09 and 2010-11 Joint Commissioner of Sales Tax (Appeals)
West Bengal Value added tax Value added tax 42 2007-08 Sales Tax Appellate tribunal
Tamil Nadu Sales tax Sales Tax 2 2014-15 to 2015-16 Joint Commissioner of Sales Tax (Appeals)
Kerala Sales tax Sales tax 88 2011-13 Joint Commissioner of Sales Tax (Appeal)
Telangana sales tax Sales tax 6 2014-15 Dy. Commissioner Sales tax
West Bengal - Central sales tax Sales tax 91 2013-14 to 2017-18 Sr. Joint Commissioner of sales tax
Goa - VAT act 2005 and CST act 1956 Sales tax 11 2015-16 Appellate Authority
Gujarat VAT Act 2003 Sales tax 11 2014-18 Deputy Commissioner (Appeals)
Kerala VAT act 2003 Sales tax 4 2011-12 Deputy Commissioner (Appeals)
Telangana sales tax Sales tax 9 2015-16 Dy. Commissioner Sales tax

*Includes interest payable under relevant provisions of the respective Acts and amountsare net of amounts paid/ deposited under protest of Rs 30 Lakhs.

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company

the Company has not surrendered or disclosed any transactions previously unrecorded asincome in the books of account in

the tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the

Company the Company has not defaulted in repayment of loans and borrowing or in thepayment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c) In our opinion and according to the information and explanations given to us by themanagement term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overallexamination of the standalone financial statements of the Company we report that theCompany has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries and associates as defined under the Act.

(f) According to the information and explanations given to us and procedures performedby us we report that the Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries and associate companies (as defined under the Act).

(x) (a) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Accordingly clause 3(x)(a) ofthe Order is not applicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any private placementof shares or fully or partly convertible debentures during the year. In our opinion inrespect of preferential allotment of equity shares made during the year the Company hasduly complied with the requirements of Section 42 and Section 62 of the Act. The proceedsfrom issue of equity shares have been used for the purposes for which the funds wereraised.

(xi) (a) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud by the Company or any instances of fraud on the Company by its officersor employees noticed or reported during the year nor have we been informed of any suchcase by the management.

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 asprescribed under Rule 13 of the Companies (Audit and Auditors) Rules 2014 with theCentral Government.

(c) We have taken into consideration the whistle blower complaints received by theCompany during the year while determining the nature timing and extent of our auditprocedures.

(xii) According to the information and explanations given to us in our opinion theCompany is not a Nidhi Company as prescribed under Section 406 of the Act. Accordinglyclause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usall transactions with the related parties are in compliance with Sections 177 and 188 ofthe Act and the details of such transactions have been disclosed in the standalonefinancial statements as required under applicable accounting standards.

(xiv) (a) Based on information and explanations provided to us and our auditprocedures in our opinion the Company has an

internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) According to the information and explanations given to us and based on ourexamination 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 to the Company.

(xvi) (a) (b) According to the information and explanations given to us and based onour examination of the records of the Company the Company is not required to beregistered under Section 45 IA of the Reserve Bank of India Act 1934. Accordinglyparagraph 3 (xvi) (a) and (b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

(d) The Company is not part of any group (as per the provisions of the Core InvestmentCompanies (Reserve Bank) Directions 2016 as amended). Accordingly the requirements ofclause 3(xvi)(d) are not applicable

(xvii) The Company has incurred cash losses of Rs 3953 Lakhs in the current financialyear and Rs 9093 Lakhs in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the standalone financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) The requirements as stipulated by the provisions of Section 135 are not applicableto the Company in the current year. Accordingly clauses 3(xx)(a) and 3(xx)(b) of theOrder are not applicable.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rajesh Mehra
Partner
Mumbai Membership Number: 103145
May 26 2022 ICAI UDIN: 22103145AJRJSJ3158

Annexure B to the Independent Auditors' Report on the standalone financial statementsof UFO Moviez India Limited for the year ended 31 March 2022

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013 ("the Act")

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

We have audited the internal financial controls with reference to standalone financialstatements of UFO Moviez India Limited ("the Company") as of 31 March 2022 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols were operating effectively as at 31 March 2022 based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to standalone financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with 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 with reference to standalone financial statements. 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 with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of such internalfinancial controls assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the standalone financial statementswhether due to fraud or error. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the Company'sinternal financial controls with reference to standalone financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to standalone financial statements include thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of standalone financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised 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 with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rajesh Mehra
Partner
Mumbai Membership Number: 103145
May 26 2022 ICAI UDIN: 22103145AJRJSJ3158

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