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Warner Multimedia Ltd.

BSE: 511690 Sector: Financials
NSE: N.A. ISIN Code: INE407B01017
BSE 00:00 | 28 Feb Warner Multimedia Ltd
NSE 05:30 | 01 Jan Warner Multimedia Ltd
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VOLUME 2
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Mkt Cap.(Rs cr) 2
Buy Price 0.88
Buy Qty 98.00
Sell Price 0.88
Sell Qty 899.00
OPEN 0.88
CLOSE 0.88
VOLUME 2
52-Week high 0.88
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.88
Buy Qty 98.00
Sell Price 0.88
Sell Qty 899.00

Warner Multimedia Ltd. (WARNERMULTI) - Auditors Report

Company auditors report

Report Standalone Ind AS Financial Statements for the year ended 31st March2022

To the Members of Warner Multimedia Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Warner MultimediaLimited (“the Company”) which comprise the Balance Sheet as at March 31 2022the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity the Statement of Cash Flows and notes to the standalone Ind ASfinancial statements for the year ended on that date and a summary of the significantaccounting policies and other explanatory information (hereinafter referred to as“the standalone financial statements”).

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 (“the Act”) in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended (“Ind AS”) and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2022 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for opinion

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor’sResponsibilities for the Audit of the Standalone Ind AS Financial Statements section ofour report. We are independent of the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI’s Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone Ind AS financial statements.

Information Other than the Standalone Financial Statements and Auditor’s ReportThereon

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 ReportCorporate Governance and Shareholder’s Information but does not include thestandalone financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS 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 Ind AS standalone financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone Ind AS financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.

f based on the work we have performed we conclude that there is a materialmisstatement of this other information; we are required to report that fact. We havenothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. 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 the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company’s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. The Board of Directors areresponsible for overseeing the Company’s financial reporting process.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.Based on the circumstances and facts of the audit and entity there aren’t key auditmatters to be communicated in our report.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial 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. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone Ind AS financial statements. As part of anaudit in accordance with SAs we exercise professional judgment and maintain professionalskepticism 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 internalcontrols.

• 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 concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor’s report to therelated 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 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.

• Obtain sufficient appropriate audit evidence regarding the financial informationof the Company to express an opinion on the standalone financial statements.

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 aboutthe matter or when in extremely rare circumstances we determine that a matter should notbe communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 (“theOrder”) issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the “Annexure A” a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act based on our audit we report that :

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

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

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.

e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate Report in“Annexure B” to this report;

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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations if any on itsfinancial position in its standalone financial statements Refer Note 32 to the standaloneInd AS financial statements;

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

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

h) No remuneration has been paid by the company to its directors during the currentfinancial year.

For Mahato Prabir & Associates
Chartered Accountants
ICAI Registration No. 325966E
Place: Kolkata
Date: May 26 2022
CA Prabir Mahato
Partner
M. No. 060238

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements’ section of our report to the Members of Warner Multimedia Limited ofeven date)

  1. In respect of the Company’s Property Plant and Equipment and Intangible Assets:

a) A. The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment and relevant detailsof right-of-use assets.

B. The Fixed Assets have been physically verified by the management in a phased mannerdesigned to cover all the items over a period of three years which in our opinion isreasonable having regard to the size of the company and nature of its business. Pursuantto the program a portion of the fixed asset has been physically verified by themanagement during the year and no material discrepancies between the books records and thephysical fixed assets have been noticed.

b) The Company has a regular program of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a year of three years. Inaccordance with this program certain fixed assets were verified during the year andverification is under process as per the verification plan and no material discrepancieswere noticed on such verification. In our opinion the periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets.

c) According to the information and explanation given to us and basis of ourexamination of the record of the Company The Company has not revalued any of itsProperty Plant and Equipment and intangible assets during the year.

d) No proceedings have been initiated during the year or are pending against theCompany as at March 31 2022 for holding any benami property under the Benami Transactions(Prohibition) Act 1988 (as amended in 2016) and rules made thereunder

ii. a) The Company is an investment company primarily engaged in investment insecurities debentures and other products. Accordingly it does not hold any inventoriesreporting under clause 3(ii)(a) of the Order is not applicable to the Company. b)According to information and explanations given to us The Company has not been availedany working capital limits in excess of 5 crore in aggregate at any points of timeduring the year from banks or financial institutions on the basis of security of currentassets. Consequently the requirement of clause (ii) (b) of paragraph 3 of the Order isnot applicable to the Company. iii. The Company has granted unsecured loans to companiescovered in the register maintained under Section 189 of the Act; and with respect to thesame:

a) The Balance Outstanding at the balance sheet with respect to such loan to groupcompany is Rupees Nil.

b) In our opinion the investments made and the terms and conditions of the grant ofloans during the year prima facie not prejudicial to the Company’s interest.

c) In respect of loans granted by the Company the schedule of repayment of principaland payment of interest has been stipulated and the repayments of principal amounts andreceipts of interest are generally been regular as per stipulation.

d) There are no overdue amounts in respect of the loan granted to a body corporatelisted in the register maintained under section 189 of the Act to the same parties.

e) No loan granted by the Company which has fallen due during the year has beenrenewed or extended or fresh loans granted to settle the over dues of existing loans givento the same parties.

f) The Company has not been granted any loans or advances in the nature of loans eitherrepayable on demand or without specifying any terms or period of repayment during theyear.

iv. According to information and explanations given to us the company has compliedwith the provisions of Section 185 and 186 of the Companies Act 2013 in respect of grantof loans making investment and providing guarantees and securities as applicable.

v. The Company has not accepted any deposit or amounts which are deemed to be deposits.Hence reporting under clause 3(v) of the Order is not applicable.

vi. In our opinion and according to the information and explanations given to us therequirement for maintenance of cost records specified by the Central Government underSection 148(1) of the Companies Act are not applicable to the Company during the year.vii. According to the information and explanations given to us in respect of statutorydues:

a) The Company has been regular in depositing undisputed statutory dues includingProvident Fund Employees’ State Insurance Income-tax Goods and Service Tax andother material statutory dues applicable to it to the appropriate authorities. Consideringthe nature of business that the Company is engaged in Sales Tax Custom Duty Excise Dutyand Value Added Tax are not applicable to the Company. There were no undisputed amountspayable in respect of Provident Fund Employees’ State Insurance Income-tax Goodsand Service Tax and other material statutory dues in arrears as at March 31 2022 for aperiod of more than six months from the date they became payable.

b) According to the information and explanations given to us the dues outstanding ofincome tax sales-tax service tax duty of customs duty of excise or value added taxwhich have not been deposited on account of any dispute as on March 31 2022 are asfollows:

Name of the Statutory Authority Nature of Dues Disputed Amount (Rs ) Financial Year for which it relates to Forum where dispute is pending
Income Tax Demand 274000 2013-14 Income Tax Appellate CIT

viii. According to the information and explanation given to us and basis of ourexamination of the record of the Company the Company has not surrendered or disclosed anytransactions previously unrecorded as income in the books of account in the taxassessments under the Income Tax Act 1961 as income during the year. ix. a) The Companyhas not defaulted in the repayment of loans or other borrowings or in the payment ofinterest thereon to any lender during the year.

b) The Company has not been declared willful defaulter by any bank or financialinstitution or government or any government authority.

c) The Company has not taken any term loan during the year and there are no outstandingterm loans at the beginning of the year and hence reporting under clause 3(ix)(c) of theOrder is not applicable.

d) On an overall examination of the financial statements of the Company funds raisedon short-term basis have prima facie not been used during the year for long-termpurposes by the Company.

e) On an overall examination of the financial statements of the Company the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries.

f) The Company has not raised any loans during the year and hence reporting on clause3(ix)(f) of the Order is not applicable.

x. a) According to the information and explanations given to us The Company has notraised moneys by way of initial public offer of equity shares during the year. In ouropinion the end use of the money raised is as per the terms and conditions stated in theoffer document. b) During the year the company has not made preferential allotment orprivate placement of shares. xi. a) No fraud by the Company and no material fraud on theCompany has been noticed or reported during the year. b) No report under sub-section (12)of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule13 of Companies (Audit and Auditors) Rules 2014 with the Central Government during theyear and upto the date of this report. c) We have taken into consideration the whistleblower complaints received by the Company during the year if any (and upto the date ofthis report) while determining the nature timing and extent of our audit procedures.

xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly the provisions of clause 3(xii) of the Orderare not applicable to the Company.

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

xiv. a) In our opinion the Company has an adequate internal audit system commensuratewith the size and the nature of its business. b) We have considered the internal auditreports for the year under audit issued to the Company during the year and till date indetermining the nature timing and extent of our audit procedures. xv. In our opinionduring the year the Company has not entered into any non-cash transactions with itsDirectors or persons connected with its Directors and hence provisions of section 192 ofthe Companies Act 2013 are not applicable to the Company. xvi. a) According to theinformation and explanations given to us The Company is duly registered under section45-IA of the Reserve Bank of India Act 1934.

b) According to the information and explanations given to us by the management thecompany has a valid certificate of registration (COR) from Reserve Bank of India as perthe Reserve Bank of India Act 1934.

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) According to the information and explanations provided to us during the course ofaudit the Group does not have any CICs.

xvii. the company has not incurred cash losses during the financial year covered by ouraudit and the immediately preceding financial year.

xviii. We M/s Mahato Prabir & Associates have been appointed as statutory auditoras on 24.12.2021.

xix. On the basis of the financial ratios ageing and expected dates of realisation offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

xx. (a) In respect of other than ongoing projects the company has not transferred anyunspent amount to a Fund specified in Schedule VII to the Companies Act within a period ofsix months of the expiry of the financial year in compliance with second proviso tosub-section (5) of section 135 of the said Act; - Not Applicable

(b) Any amount remaining unspent under sub-section (5) of section 135 of the CompaniesAct pursuant to any ongoing project has not been transferred to special account incompliance with the provision of subsection (6) of section 135 of the said Act; - NotApplicable

xxi. The accounts are standalone financials and there has not been any consolidation ofaccounts of any other companies with the company hence point number 21 is not applicablewith respect to Companies (Auditor’s Report) Order (CARO) reports of the companiesincluded in the consolidated financial statements.

For Mahato Prabir & Associates
Chartered Accountants
ICAI Registration No. 325966E
Place: Kolkata
Date: May 26 2022
CA Prabir Mahato
Partner
M. No. 060238

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements’ section of our report to the Members of Warner Multimedia Limited ofeven date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of WARNERMULTIMEDIA LIMITED (“the Company”) as of March 31 2022 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company’s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor’s Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting of the Company.

Meaning of Internal Financial Controls with reference to Standalone Ind AS financialstatements

A Company’s internal financial control with reference to these standalone Ind ASfinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. ACompany’s internal financial control with reference to financial statements includesthose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the Company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone Ind AS financial statements in accordancewith generally accepted accounting principles and that receipts and expenditures of theCompany are being made only in accordance with authorizations of management and directorsof the Company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the Company’s assetsthat could have a material effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Ind ASfinancial statements

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

We have audited the internal financial controls with reference to financial statementsof V B Industries Limited (“the Company”) as of 31st March 2022 inconjunction with our audit of the financial statements of the Company for the year endedon that date. In our opinion the Company has in all material respects adequate internalfinancial controls with reference to financial statements and such internal financialcontrols were operating effectively as at 31 March 2022 based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India (the “Guidance Note”).

For Mahato Prabir & Associates
Chartered Accountants
ICAI Registration No. 325966E
Place: Kolkata
Date: May 26 2022
CA Prabir Mahato
Partner
M. No. 060238

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