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V R Films & Studios Ltd.

BSE: 542654 Sector: Media
NSE: N.A. ISIN Code: INE06LG01010
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NSE 05:30 | 01 Jan V R Films & Studios Ltd
OPEN 87.95
PREVIOUS CLOSE 87.95
VOLUME 1000
52-Week high 165.00
52-Week low 55.20
P/E 6.93
Mkt Cap.(Rs cr) 12
Buy Price 84.00
Buy Qty 1000.00
Sell Price 89.00
Sell Qty 1000.00
OPEN 87.95
CLOSE 87.95
VOLUME 1000
52-Week high 165.00
52-Week low 55.20
P/E 6.93
Mkt Cap.(Rs cr) 12
Buy Price 84.00
Buy Qty 1000.00
Sell Price 89.00
Sell Qty 1000.00

V R Films & Studios Ltd. (VRFILMSSTUD) - Auditors Report

Company auditors report

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF

V R FILMS & STUDIOS LIMITED

Report on the Audit of Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of V R Films& Studios Limited ("the Company") which comprise the Balance Sheet as at31st March 2019 the Statement of Profit and Loss and the Cash Flow Statementfor the for the year ended on that date and a summary of the significant accountingpolicies and other explanatory information.

Opinion

2. In our opinion and to the best of our information and according to the explanationsgiven to us the accompanying standalone financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 and its profits andits cash flows for the year ended on that date.

Basis of Opinion

3. We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. 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 together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of the Actand the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our opinionon the standalone financial statements.

Key Audit Matters

4. 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 year.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon we do not provide a separateopinion on these matters. We have determined the matters described below to be the keyaudit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor's Response
1 Valuation of Inventories Principal Audit Procedures
The Company has distribution rights of various films which are sold to customers for a fixed tenure and the rights re-vest to the company after the end of tenure. Due to high level of judgment involved in estimating the value of closing stock we considered this to be a key audit matter. Obtained the complete list of unsold Distribution rights of various Films as on March 31 2019 from management.
Also obtained and examined the various Agreements entered with customers and suppliers.
We evaluated the tenure of the films along with the number of times the releases of the films have happened till date.
Designed a mechanism to value the closing stock of films after each release.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

5. 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 the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of 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

6. 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 includingand cash flows of the company in accordance with the accounting principles generallyaccepted in India. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud 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 control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors are also responsible for overseeing the company's financialreporting process.

Auditor's Responsibility for the Audit of the Standalone Financial Statements

7. 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 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 controls system 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'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the 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 financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the 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.

Emphasis of Matter

Attention is invited to Note 32 to the financial statements regarding recognition ofretirement benefits amounting to Rs 4.81 lacs relating to Gratuity using the actuarialvaluation method as per the requirements of AS-15 "Employee Benefits" applicableto listed companies.

Attention is invited to Note 2 (g) of the financial statements regarding method ofvaluation of closing stock during the year. The company did not have any Inventories ofDistribution rights of Films during last year hence there was no defined Accounting policyfor the same. Our opinion is not qualified in respect of this matter.

Other Matters

The standalone financial statements of the company for the year ended 31st March 2019were audited by another firm of Chartered Accountants under the Companies Act 2013 whovide their report dated 3rd September 2018 expressed an unmodified opinion on thosefinancial statements. Our opinion is not qualified in respect of this matter.

Report on Other Legal & Regulatory Requirements

8. 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 and on the basisof such checks of the books and records of the Company as we considered appropriate andaccording to the information and explanations given to us we give in the Annexure I astatement on the matters specified in paragraphs 3 and 4 of the Order.

9. 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 the Statement of Profit and Loss and the Cash Flow statementdealt 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.

e) On the basis of 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 financials control over financialreporting of the company and the operative effectiveness of such controls refer to ourseparate report in "Annexure II".

g) 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 has disclosed the impact of pending litigations if any on its financialposition in its Standalone financial statements.

ii. The Company does not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

B. L. Dasharda & Associates
Chartered Accountants
F.R. No.: 112615W
Sushant Mehta
Partner
M.No. : 112489
Date: 29th May 2019
Place : Mumbai

ANNEXURE I TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 8 under the heading of "Report on Other Legal andRegulatory Requirements" section of our report of even date)

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

b) As explained to us fixed assets has been physically verified by the managementduring the year in a phased periodical manner which in our opinion is reasonable havingregards to the size of the company and the nature of its assets. As informed to us nomaterial discrepancies were noticed on such verification.

c) The company does not have any immovable property in its name . Hence clause (i) subclause (c) of of the Order is not applicable to the Company.

2 a) The inventories were consists of Distribution Rights of Films and are verified bythe management during the year based on the available agreements for sale and purchase.

b) In our opinion and according to the information and explanations given to us theprocedure of physical verification of the above stocks followed by the management arereasonable and adequate in relation to the size of the Company and nature of its business.

c) As explained to us there are no discrepancies in the stocks reported in the booksof account.

3. As informed to us the company has not granted any loans secured or unsecured toCompanies Firms Limited Liability Partnerships or other parties covered in the registermaintained under Section 189 of the Act. Hence paragraph (a) (b) & (c) of Clause 3(iii) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us thecompany has no loans investments guarantees and security to which the provisions ofsection 185 and 186 of the Companies Act 2013 are applicable. Hence Clause 3 (iv) of theOrder is not applicable.

5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits within the meaning of Section 73 74 75 and 76 ofthe Act and the rules framed thereunder to the extent notified. Hence Clause 3 (v) of theOrder is not applicable.

6. The maintenance of cost records has not been specified by the Central Governmentunder section 148 (1) of the Companies Act2013.

7. a) In our opinion and according to the information and explanations given to usundisputed statutory dues including Income Tax Service Tax Cess GST and any otherstatutory dues have been generally regularly deposited in time with the appropriateauthorities and there are no undisputed statutory dues payable at the year end for aperiod of more than six months from the date they became payable.

b) In our opinion and according to the information and explanations given to us thereare no dues outstanding in respect of Income Tax Service Tax Cess GST and any otherstatutory dues as may be applicable as at 31st March 2019 which have not beendeposited on account of any dispute.

8. According to the information and explanations given to us the Company has notdefaulted in repayment of loans and borrowing to Banks. The company does not have any loanor borrowing from financial institution and Government and there are no dues to thedebenture holders.

9. The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) and has not availed any term loans during the yearunder audit. Hence the provisions of clause 3 (ix) of the Order is not applicable to theCompany.

10. 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 information and explanations given to us no material fraud by the company oron the Company by its officers or employees has been noticed or reported during the yearnor have we been informed of any such case by the management.

11. In our opinion and according to information and explanations given to us themanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

12. In our opinion and according to information and explanations given to us theCompany is not a Nidhi Company hence the provisions of Clause 3 (xii) of the Order is notapplicable to the company.

13. In our opinion and according to information and explanations given to ustransactions with related parties are in compliance with sections 177 and 188 of Actwhere applicable and details of such transactions have been disclosed in the financialstatements as required by the applicable accounting standards.

14. 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 preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review. Accordingly the provisions of Clause 3 (xiv) of the Order is notapplicable to the company.

15. 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 entered into any non-cashtransactions with directors or persons connected with him. Hence the provisions of Clause3 (xv) the Order is not applicable to the Company.

16. According to information and explanations given to us the company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordinglythe provisions of Clause 3 (xvi) of the Order are not applicable to the company.

For and on behalf of
B. L. Dasharda & Associates
Chartered Accountants
F.R. No.: 112615W
Sushant Mehta
Partner
M.No. : 112489
Date: 29th May 2019
Place : Mumbai

Annexure - II to the Independent Auditor's Report

(Referred to in paragraph 9 under the heading of "Report on Other Legal andRegulatory Requirements" section of our report of even date)

Report on the Internal Financial Controls under clause (i) of Sub- section 3 of section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of V R Films& & Studios Limited as of March 31 2019 in conjunction with our audit of the IndAS standalone financial statements of the company for 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 company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

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 the Standards on Auditing issued by the Institute ofChartered Accountants of India and deemed to be prescribed u/s 143 (10) of the Act to theextent applicable to an audit of internal financial controls both applicable to an auditof internal financial controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such 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 system over financial reportingincluded obtaining an understanding of internal financial controls system over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depends upon the auditor's judgment including the assessment of therisks of material 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 generallyaccepted 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 transaction 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.

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 March 31 2018 based on theinternal control over financial reporting criteria established by the company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For and on behalf of
B. L. Dasharda & Associates
Chartered Accountants
F.R. No.: 112615W
Sushant Mehta
Partner
M.No. : 112489
Date: 29th May 2019
Place : Mumbai

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