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Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
In conjunction with our audit of the financial statements K SERA SERA DIGITAL CINEMA LIMITED as of
and for the year ended March 31, 2017, we have audited the internal financial controls over financial
reporting of K SERA SERA DIGITAL CINEMA LIMITED
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).
These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditors’ judgment, including the assessment of the risks 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 to provide a basis for
our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company’s’ internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company's internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may occur and not be detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods are subject to the risk that the internal
financial control over financial reporting may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system
over financial reporting and such internal financial controls over financial reporting were operating
effectively as at March 31, 2017, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India
CA Narayan Swami
PARTNER
Membership No. 409759
Place: Mumbai
Dated: 30.05.2017
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OFK SERA SERA DIGITAL CINEMA LIMITED
We have audited the accompanying financial statements of K SERA SERA DIGITAL CINEMA
LIMITED(“the Company”),which comprise the Balance Sheet as at 31 March 2017, the Statement of
Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true
and fair view of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in
accordance with the provision of the Act for safeguarding of the assets of the Company and for
preventing and detecting the frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of internal financial control, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and the
Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company’s preparation of the financial statements that give true and fair
view in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of the
accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements, give the information required by the Act in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in India,
of the statement of affairs of the company as at 31st March 2017, and its profit and its cash flow for
the year ended on that date.
Emphasis of Matters
The reports should be read together with the Notes to the financial statements and attention to
following matters be given:
a) Notes to the financial statements which describe the uncertainty related to the outcome of the
pendency’s of appeals and legal matters filed by the company as well as against the company.
1. As required by the Companies (Auditor's Report) Order, 2016 (‘the Order’) issued by the Central
Government of India in terms of sub section (11) of section 143 of the Act, we give in the ‘Annexure
A’ statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent
applicable.
a) We have sought and obtained all the information and explanations which to the best of
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 the
Company so far as appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt
with by this Report are in agreement with the books of account.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement comply with the Accounting Standards referred to in section 133 of the
Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.
f) With respect to the adequacy of the internal financial control over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate report
in ‘Annexure B’; and
g) With respect to the other matters included in the Auditor’s Report and to our best of our
information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements;
ii. The Company does not have any long-term contracts including derivatives
contracts for which any provision is required;
iii. The Company is not required to transfer amountsto the Investor Education
and Protection Fund.
iv. The Company has provided requisite disclosures in its standalone financial
statements as to holdings as well as dealings in Specified Bank Notes during
the period from 8 November, 2016 to 30 December, 2016 and these are in
accordance with the books of accounts maintained by the Company. Refer
Note 3.33 to the standalone financial statements.
Sd/-
CA Narayan Swami
PARTNER
Membership No. 409759
Place: Mumbai
Dated: 30.05.2017
K SERA SERA DIGITAL CINEMA LIMITED
BALANCE SHEET AS AT 31ST MARCH, 2017
(Amount in Rupees)
Particulars Note No. 31st March, 2017 31st March, 2016
Extraordinary Items
Tax expense:
(1) Current tax - -
(2) Deferred tax 36,51,599 25,29,326
Taxes Paid
Extraordinary Items - -
Cash Generated From/(Used In) Operations 1,67,36,683 (1,22,27,193)
Cash And Cash Equivalents At The Beginning Of The Year 87,55,179 2,08,19,636
Cash And Cash Equivalents At The End Of The Year 71,40,085 87,55,179
Note:
1 Cash and cash equivalents at the year end comprise:
Cash On Hand 8,94,868 1,95,500
Balance With Scheduled Banks In
- Current Accounts 62,45,217 85,59,679
- Deposit Accounts - -
71,40,085 87,55,179
2 The Cash Flow Statement Has Been Prepared Under Indirect Method As
As per our report of even date attached
For Agrawal, Jain and Gupta For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 013538C
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Rights as to Dividend:
The equity shareholders have right to receive dividend when declared by the Board of Directors subject to approval in the ensuing Annual
General Meeting. The Company not declares and pays dividend during the year ended March 31, 2017, the amount of per share dividend
recognised as distributions to equity shareholders is ` 10/-
Rights pertaining to repayment of capital:
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.
Secured Loan
Secured Vehicle Loan- SBI 3,82,835 -
Rupee loan from banks (secured against Maruti Celerio ZXI-MH-02 EE-7244
of the Company)
Loan having interest rate 9.75% p.a. is repayable in 36 monthly
installments of Rs 15,658/- each inculding interest start from 04 Aug.2016.
Term loans
Term loan from Axis Bank Limited 4,07,50,000 2,61,00,000
Rupee loan from banks (secured against fixed assets of the Company)
Term loan having interest of bank base rate plus 2.00% @ 11.75% p.a. is
repayable in 120 monthly installments of Rs 4,00,000/- each exculding
interest from March 2016.
Current investments are carried in the financial statements at cost and Long-term investments are also
carried at cost. However, provision for diminution in value is not recognize other than temporary in the value
of the investments. On disposal of an investment, the difference between its carrying amount and net
disposal proceeds is charged or credited to the statement of profit and loss.
Non Current Investments in Equity Instruments (Un-quoted) are shown net off after after adjusting Rs
1096.92 lacs payable for land purchases in previous year. Company had given unquoted investments as
guarantee of the said payment.
K SERA SERA DIGITAL CINEMA LIMITED
Notes Forming Integral Part of the Balance Sheet as at 31St March, 2017
Note: 3.11 Deferred Tax Asset
Particulars March, 2017 March, 2016
Fixed assets: Impact of difference between tax depreciation and 64,85,450 99,71,907
depreciation/ amortization charged for the financial reporting
Gross Deferred Tax Asset 64,85,450 99,71,907
Rs 79.90 Lacs paid to Digital Cinema and Technology Private Limited- (DCAT) for acqutions of the company,
matter pending before Honarable High Court, Bombay Claim Amount Rs. 281.40 lacs pending for disposs
off.
Others
Advance Recoverable in cash or in kind or for value to be
-
considered good -
Advance to staff 27,53,007 30,00,518
Provision for income-(Income Accrued) 44,23,778 39,22,567
Advance to Suppliers 9,08,217 5,25,324
Advance Income Tax/Refund Due/TDS 1,08,75,071 1,07,54,276
Prepaid Expenses 57,85,249 6,15,188
Total 7,85,71,084 4,49,19,603
K SERA SERA DIGITAL CINEMA LIMITED
Notes forming part of accounts for the year ended March 31, 2017
Notes to account
b. Use of estimates
The preparation of financial statements in conformity with Indian GAAP requires the management to
make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period.
Although these estimates are based on the management’s best knowledge of current events and
actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a
material adjustment to the carrying amounts of assets or liabilities in future periods
c. Fixed assets
Tangible assets
Fixed assets are stated at cost net of accumulated depreciation and accumulated impairment
losses, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met
and directly attributable cost of bringing the asset to its working condition for the intended use.
Any trade discounts and rebates are deducted in arriving at the purchase price.
Subsequent expenditure related to an item of fixed asset is added to its book value only if it
increases the future benefits from the existing asset beyond its previously assessed standard of
performance. All other expenses on existing fixed assets, including day-to-day repair and
maintenance expenditure and cost of replacing parts, are changed to the statement of profit and
loss for the period during which such expenses are incurred.
Intangible assets
The Company recognizes developments for digital technology as an intangible asset. The same is
in consideration of the future economic benefits and availability of the aforesaid rights for after
the expiry of initial period of development. The recognition creation of Intangible assets is made.
At actual expenses incurred for the said development on the project.
The said recognition of intangible assets is, however, subject to the management assessment of
future economic benefits from exploitation of these rights having regards to the success of
research and development of new technology and other relevant factors. In the event, the said
recognition criteria are not met, the entire cost of development is charged to the profit and loss
account as is accounted as per Accounting Standard 26 on ‘Intangible Assets’ issued by The
Institute of Chartered Accountants of India and stated at cost of acquisition.
d. Depreciation/amortization
Tangible assets
Depreciation on fixed assets is calculated on a written down value method at based on the useful
lives estimated by the management, or those prescribed under the Schedule II of the Companies
Act, 2013, The company has used the following rates to provide depreciation on its fixed assets.
Intangible assets
Depreciation on fixed assets is calculated on a written down value method at based on the useful
lives estimated by the management, or those prescribed under the Schedule II of the Companies
Act, 2013, The company has used the following rates to provide depreciation on its fixed assets.
e. Borrowing costs
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the
arrangement of borrowings and exchange differences arising from foreign currency borrowings
to the extent they are regarded as an adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset
that necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in
the period they occur.
f. Impairment of assets
The Company assesses at each reporting date whether there is an indication that an asset may
be impaired. If any indication exists, or when annual impairment testing for an asset is required,
the company estimates the asset’s recoverable amount. An asset’s recoverable amount is the
higher of an asset’s or cash-generating units (CGU) net selling price and its value in use. The
recoverable amount is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets. Where
the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. In
determining net selling price, recent market transactions are taken into account, if available. If
no such transactions can be identified, an appropriate valuation model is used.
.
g. Investments
Investments are classified as current investments and long-term investments as per information
and explanation given by the management.
On initial recognition, all investments are measured at cost. The cost comprises purchase price
and directly attributable acquisition charges such as brokerage, fees and duties.
Current investments are carried in the financial statements at cost or FMV whichever is lower
and Long-term investments are carried at cost. However, provision for diminution in value is not
recognizing other than temporary in the value of the investments. On disposal of an investment,
the difference between its carrying amount and net disposal proceeds is charged or credited to
the statement of profit and loss. Investments transfer to holding company at cost gain or loss on
said investment book by holding company.
Non Current Investments in Equity Instruments (Un-quoted) are shown net off after after
adjusting Rs 1096.92 lacs payable for land purchases in previous year. Company had given
unquoted investments as guarantee of the said payment.
h. Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to
the company and the revenue can be reliably measured. The following specific recognition
criteria must also be met before revenue is recognized:
Income from services
Virtual print fees (VPF) received from distributors of the films from Cinema is recognized
Advertisement income is recognised in the period during which advertisement is displayed.
Income from digitization charges is recognized on rendering of services.
Revenue from commission and technical service income is recognised in period in which
services are rendered
Sale of goods
Revenue from sale of goods is recognized when the significant risks and rewards of ownership
of the goods have been passed to the buyer. Sales are recorded net of returns, trade
discounts, and value added tax. The Group recognizes revenue from sales of equipment,
traded goods and spares as and when these are dispatched/issued to customers. The Group
collects service tax and value added tax on behalf of the government and, therefore, it is not
an economic benefit flowing to the Group. Hence, it is excluded from revenue.
Interest
Interest income is recognized on a time proportion basis taking into account the amount
outstanding and the applicable interest rate. Interest income is included under the head “other
income” in the statement of profit and loss.
i. Inventories
Inventories comprise of traded goods, stores and spares are valued at cost or at net realisable
value whichever is lower. Cost of traded goods, stores and spares is determined on weighted
average basis. Stores and spares, which do not meet the definition of property, plant and
equipment, are accounted as inventories. Net realizable value is the estimated selling price in
the ordinary course of business and estimated costs necessary to make the sale.
k. Retirement benefits
The Group has a defined benefit gratuity plan. Every employee who has completed five years or
more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each
completed year of service. The following tables summaries the components of net benefit
expense recognized in the statement of profit and loss account and corresponding liability
recognized in the balance sheet for the respective plans.
m. Provision
A provision is recognized when the company has a present obligation as a result of past event, it
is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. Provisions
are not discounted to their present value and are determined based on the best estimate
required to settle the obligation at the reporting date. These estimates are reviewed at each
reporting date and adjusted to reflect the current best estimates.
Where the company expects some or all of a provision to be reimbursed, for example under an
insurance contract, the reimbursement is recognized as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any provision is presented in the
statement of profit and loss net of any reimbursement.
o. Measurement of EBITDA
As permitted by the Guidance Note on the Revised Schedule VI to the Companies Act, 1956, the
company has elected to present earnings before interest, tax, depreciation and amortization
(EBITDA) as a separate line item on the face of the statement of profit and loss. The company
measures EBITDA on the basis of profit/ (loss) from continuing operations. In its measurement,
the company does not include depreciation and amortization expense, finance costs and tax
expenses.
p. Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond
the control of the company or a present obligation that is not recognized because it is not
probable that an outflow of resources will be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. The company doesn’t have any contingent liability.
(a) The details of the suit filed against the company pending for disposal is as under:
S/no. Name of Parties Case No. Particulars
1 Bharti Airtel Limited 410 of 2015 Claim of Internet charges Rs
78.89 Lacs with interest.
2 Krishana Prabhu Pal CP/104/2016 High Court, Bombay Claim
& ors Amount Rs. 51.60 lacs.
(b) The details of the suit filed by the company pending for disposal is as under:
S/no. Name of Parties Case No. Particulars
1 Digital Cinema and ARBAPL/1966/2016 High Court, Bombay Claim
technology Private Amount Rs. 281.40 lacs.
Limited- DCAT
q. Preliminary Expenses
Preliminary expenses, if any, will be written off over a period of Five years.
3.24 Deferred tax Asset/ (Liability)
As at March Current year As at March
Particulars
31, 2016 (charge) / credit 31, 2017
Difference between book base and
99,71,907 (34,86,457) 64,85,450
tax base of fixed assets
Carried forward losses 1,65,142 (1,65,142) NIL
Deferred tax Asset/ (Liability) 1,01,37,049 (36,51,599) 64,85,450
b. Closing balance
The Company has not received any information from “suppliers” regarding their status under the Micro,
Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amount
unpaid as at the year end together with interest paid / payable as required under the said Act have not
been furnished.
Payables
US$ @ closing of 1 USD = Rs.64.75 (Previous
year US $ @ closing rate of 1 USD = Rs. 66.10) USD 11,062 USD 11,062
3.31 Balances in respect of sundry debtors, sundry creditors and loans and advances.
If any are taken as shown by books of accounts and are subject to confirmation and Consequent
adjustments and reconciliations, if any.
3.32 Previous year figures have been regrouped / reclassified, where necessary, to conform to current year
classification.
Less: Permitted
Payments NIL 5,23,248 5,232,48
Note: For the purpose of this clause, the term Specified Bank Notes (SBNs) means the bank notes of
denominations’ of the existing series of the value of five hundred rupees and one thousand rupees as defined
under the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs
no. S.O. 3407(E), dated the 8 November, 2016
Place: Mumbai
Date: 30.05.2017