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Vision Cinemas Ltd.

BSE: 526441 Sector: Media
NSE: N.A. ISIN Code: INE515B01025
BSE 00:00 | 11 Jun 0.97 0.04
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NSE 05:30 | 01 Jan Vision Cinemas Ltd
OPEN 0.97
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VOLUME 32810
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Mkt Cap.(Rs cr) 7
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 0.97
CLOSE 0.93
VOLUME 32810
52-Week high 0.97
52-Week low 0.31
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vision Cinemas Ltd. (VISIONCINEMAS) - Auditors Report

Company auditors report

TO THE MEMBERS OF

VISION CINEMAS LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of VisionCinemas Ltd. ("the company") which comprise the Balance Sheet as at March31 2020 and the Statement of Profit and Loss the Cash Flow Statement and the Statementof Change in Equity for the year then ended and a summary of significant accountingpolicies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us except for the possible effects of the matters described in the"Emphasis of Matters paragraph" and "Report on Other Legal & RegulatoryRequirements paragraph" below the aforesaid standalone financial statements givethe information required by the Companies Act 2013 (the "Act") in the manner sorequired and give a true and fair view in conformity with the other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2020and its profit its cash flows and the changes in equity for the year ended on that date

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under Section 143(10) of the Act(SAs). Our responsibilities under those standards are further described in theAuditor's Responsibiliy for the Audit of the Standalone Financial Statements sectionof our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (‘ICAI') together withthe ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.

Key Audit Matters

1. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters. We have determined the matters describedbelow to be the key audit matters to be communicated in our report.

2.

Key Audit Matters How our auditor addressed the key audit matter
1. Recoverability of Loans to Subsidiary Company
The Company has advanced a loan of Rs. 667.06 Lakhs as on March 31 2020. The company had given the advance to its subsidiary during the previous financial year as well as during the current financial year. We reviewed management's rational and objective for providing advance to subsidiary. We reviewed management's assessment of recoverability advances to subsidiary and corroborated the same with the financials of subsidiary. We reviewed the Company's internal control system for advancing the money to suppliers and subsidiary and carried out a combination of procedures involving enquiry and observation and inspection of evidence in respect of these loans and advances. Our audit approach consisted testing of design and operating effectiveness of internal controls and substantive testing as follows:
The aggregate of advance as on 31st March 2019 was Rs. 665.62 Lakhs which has increased to Rs. 667.06 Lakhs as on 31st March 2020. • Review of complete details of advance given to subsidiary and corroborating the same with of ledger Accounts and confirmation of subsidiary.
• Review of onward payment by subsidiary to various parties and with the supporting documents / Purchase Orders / Invoices etc.
• Reviewed the procedures followed by Vision and subsidiary for selection of vendors and justification of terms of payments delivery warranties/Guarantees etc.
• Assessed present status of Advance receipt / availability of material/services.
• Obtained explanation from the management and went through the report obtained by the company from external independent expert on fund utilization. Based on our procedures we found management's judgment around the recovery of the Advance to be appropriate.

Information other than the Financial Statements and Auditor'sReport thereon

• The Company's management and Board of Directors areresponsible for the other information. The other information comprises the informationincluded in the Board's Report Management discussion and Analysis and Report oncorporate governance but does not include the consolidated financial statementsstandalone financial statements and our auditor's report thereon.

• Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financialstatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the standalone financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.

• If based on the work we have performed we conclude that thereis a material misstatement of this other information we are required to report that fact.We have nothing to report in this regard.

Management's Responsibility for the Standalone FinancialStatements

The Company's Board of Directors are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone financial statements that give a true and fair view ofthe financial position financial performance cash flows and changes in equity of theCompany in accordance with and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the Standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible 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 management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal financial control relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under Section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of thegoing 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'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Emphasis of Matter

Without qualifying our report I draw attention on the following noncompliances under the Companies Act 2013 and rules thereon:

a) Non - appointment of Internal Auditors as required under section 138of the said Act;

b) Non - appointment of Independent Directors as required under section149(4) of the said Act.

c) The Company has not placed its Ind AS financial statements andrelevant information on its website as required under section 136 of the said Act.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act based on our audit wereport that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss the Cash FlowStatement and the Statement of Changes in Equity dealt with by this Report are inagreement with the books of account.

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

e) On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting.

g) With respect to the other matters to be included in theAuditor's Report in accordance with requirements of section 197(16) of the Act asamended:

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid/ provided by the Company to its directorsduring the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has following pending litigations which may haveimpact on its standalone financial statements:

• A matter has been filed by SEBI against promoters of the companyfor preferential allotment of shares in their name. The Hon. Mumbai High Court has passeda Stay order favouring the promoters against SEBI regarding this matter.

ii. The company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required tobe transferred required to be transferred to the Investor Education and Protection fundby 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) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

For Jayamal Thakore & Co.
Chartered Accountants
Firm's Registration Number: 104098W
Place: Ahmedabad
Date: 05th August 2020 Anup Kumar Bhattacharjee
Partner
Membership number: 082184
UDIN: 20082184AAAAAC4783

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

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of Vision Cinemas Limited ("the Company") as of March 31 2020in conjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal Control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting 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 including adherence to company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls 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 depend on 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 andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

1. In our opinion to the best of our information and according to theexplanations given to us 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 2020 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 Jayamal Thakore & Co.
Chartered Accountants
Firm's Registration Number: 104098W
Place: Ahmedabad
Date: 05th August 2020 Anup Kumar Bhattacharjee
Partner
Membership number: 082184
UDIN: 20082184AAAAAC4783

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

1. (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) According to information and explanation given to us during theyear the management conducted physical verification of certain fixed assets in accordancewith its policy of physical verification in a phased manner. In our opinion suchfrequency is reasonable having regard to the size of the Company and the nature of itsfixed assets. As explained to us the discrepancies noticed on physical verification ascompared to book records maintained were not material and have been properly dealt within the books of account.

(c) We are unable to form an opinion on whether the title deeds ofimmovable property are held in the name of company since the management has not providednecessary documentary evidences in order to certify whether the title deeds of immovableproperties are held in the name of the Company.

2. The Company is engaged in business of Screening of Movies andAdvertisement. Accordingly it does not hold any physical inventories. Thus paragraph3(ii) of the Order is not applicable to the Company.

3. According to the information and explanations given to us duringthe year the Company has granted advance of Rs. 667.06 lakhs as on 31/03/2020 to itssubsidiary company covered in the register maintained under section 189 of companies Act2013. The terms are not prejudicial to the Company's interest.

4. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of section 185 and 186 of theCompanies Act 2013 in respect of grant of loans making investments and providingguarantees and securities as applicable.

5. According to the information and explanations given to us theCompany has not accepted any deposit during the year and does not have any unclaimeddeposits and hence reporting under clause 3(v) of the Order is not applicable.

6. The maintenance of cost records has not been specified by theCentral Government under section 148(1) of the Companies Act 2013 for the businessactivities carried out by the Company. Thus reporting under clause 3(vi) of the Order isnot applicable to the Company.

7. According to the information and explanations given to us inrespect of statutory due:

(a) The company has not been regulary depositing undisputed statutorydues including Provident Fund Employee's State Insurance Income-tax Goods andService Tax Customs Duty cess and other material Statutory Dues applicable to it withthe appropriate authorities. Details of Dues:

Nature of Dues Amount unpaid as on 31/03/2020 (in Rs.) Period of default
Tax deducted at source 625757 Various Dates
Service Tax 312304 Various Dates
Goods & Service Tax 626978 Various Dates

(b) There were no undisputed amounts payable in respect of Providentfund Employees' State Insurance Customs Duty cess and other material statutorydues in arrears except for Goods and Service Tax Service Tax under Finance Act 1994 andTDS applicable under Income tax Act 1961 as at March 31 2020 for a period of more thansix months from the date they became payable. Details of dues of TDS are as under:

Name of the statue Nature of Dues Amount unpaid as on 30/09/2019 (in Rs.)
Income Tax Act 1961 Tax deducted at source 498777
Finance Act 1994 Service Tax 312304
Goods & Service tax Act Goods & Service Tax 608978

(c) According to the information and explanations given to us by theCompany there are no disputed statutory dues that have not been deposited on account ofmatters pending before the appropriate authority.

8. According to the information and explanations given to us theCompany has not committed any default in repayment of dues to banks and financialinstitutions. The Company did not have any loans or borrowings from government orfinancial institutions during the year.

9. The Company has not raised any moneys by ways of initial publicoffer or further public offer (including debt instruments) or term loans and hencereporting under Clause 3(ix) of the Order is not applicable.

10. To the best of our knowledge and according to the information andexplanations given to us we have neither come across any instance of material fraud bythe Company or on the Company by its officers or employees noticed or reported during theyear nor have we been informed of any such case by the Management.

11. According to the information and explanations given to us theCompany has paid / provided for managerial remuneration 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 the information and explanationsgiven to us the Company is not a Nidhi company and the Nidhi Rules 2014 are notapplicable to it the provisions of 3(xii) of the Order are not applicable to the Company.

13. In our opinion and according to the information and explanationsgiven to us the Company is in compliance with Section 177 and 188 of the Companies Act2013 where applicable for all transactions with the related parties and the details ofrelated party transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

14. According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares of fully or partly convertibledebentures during the year.

15. In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into non-cash transactions withits directors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable to the Company.

16. The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934.

For Jayamal Thakore & Co.
Chartered Accountants
Firm's Registration Number: 104098W
Place: Ahmedabad Sd/-
Date: 05th August 2020 Anup Kumar Bhattacharjee
Partner
Membership number: 082184
UDIN: 20082184AAAAAC4783