Mar 31, 2018
INDEPENDENT AUDITORâS REPORT
To the Members of Asian Hotels (West) Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Asian Hotels (West) Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act., read with [the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a 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 the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS 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 state of affairs of the Company as at March 31, 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Other Matter
The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2006 (as amended) specified under section 133 of the Act, read with the Companies (Accounts) Rules, 2014 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated May 26, 2017 and May 24, 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. 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 best of our knowledge and belief were necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â to this report;
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the 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 standalone Ind AS financial statements - Refer Note 32 B to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company
Annexure 1 referred to in paragraph 1 under the heading âReport on other legal and regulatory requirementsâ of our report of even date
Re: Asian Hotels (West) Limited (the Company)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the company. As explained to us, the title deeds of land have been given as security (mortgage and charge) against the term loan taken from banks and therefore the same could not be made available to us for verification.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) a) The Company has granted interest free unsecured loan to its subsidiary company (i.e. Aria Hotels and Consultancy Services
Private Limited where it has substantial interest) covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanation given to us, the terms and conditions of the loan are not prima facie prejudicial to the Companyâs interest.
b) The Company has granted loans that are re-payable on demand to its subsidiary company covered in the register maintained under section 189 of the Companies Act, 2013. We are informed that the company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the subsidiary company to whom the money has been lent.
c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.
iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the products/services of the Company.
(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other statutory dues applicable to it.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:
Name of the statute |
Nature of the dues |
Amount (Rs. In Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
Maharashtra Value Added Tax Act, 2002 |
VAT Assessment demand |
87.13 |
FY 2011-12 |
Joint Commissioner of Sales Tax (Appeal) |
Maharashtra Value Added Tax Act, 2002 |
VAT Assessment demand |
55.40 |
FY 2012-13 |
Joint Commissioner of Sales Tax (Appeal) |
Maharashtra Value Added Tax Act, 2002 |
VAT Assessment demand |
12.22 |
FY 2013-14 |
Deputy Commissioner of Sales Tax |
Finance Act, 1994 |
Denial of Cenvat Credit due to incorrect classification. |
515.51 |
FY 2007-08 to 2011-12 |
Commissioner of Service Tax, Mumbai -1 |
Finance Act, 1994 |
Demand for Refund of service tax |
55.56 |
September 2002 to September 2006 |
Commissioner (Appeal)-II Mumbai |
The Custom Act, 1962 (Foreign Trade Policy 2009-2014) |
Denial of duty credit entitlement under the SFIS Scheme |
1200.21 |
FY 2009-10 to 2015-16 |
Honâble High Court of Delhi |
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institution or bank. The Company did not have any outstanding dues in respect of government or debentures during the year.
(ix) According to the information and explanations given by the management, the Company has not raised any money way of intial public offer/further public offer/debt instruments. Further, in our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loan for the purposes for which they were raised.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no material fraud on the company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
ANNEXURE 2 TO THE INDEPENDENT AUDITORâS REPORT OF EVEN DATE OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF ASIAN HOTELS (WEST) LIMITED.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Asian Hotels (West) Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs 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. 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 the Companyâs 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.
Auditorâs 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 âGuidance Noteâ) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent 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 auditorâs 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 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.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
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, 2018, 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.
For S.R. Batliboi & CO. LLP
Chartered Accountants ICAI
Firm Registration Number: 301003E/E300005
per Atul Seksaria
Partner
Membership Number: 086370
Place of Signature: New Delhi
Date: May 30, 2018
Mar 31, 2017
To the Members of Asian Hotels (West) Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Asian Hotels (West) Limited (âthe Companyâ), which comprise the balance sheet as at March 31, 2017, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone 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 and the Companies (Accounting Standards) Amendment Rules, 2016.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone 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 standalone financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone 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 standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 state of affairs of the Company as at March 31, 2017, and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. 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 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 it appears from our examination of those books;
c) The balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016;
e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements as referred to in Note 26 to the standalone financial statements.
ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to transferred to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in note 47 to these financial statements as to the holding of Specified Bank Notes on 8 November, 2016 and 30 December, 2016 as well as dealing in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on audit procedure and relying on the management representation regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the management.
Annexure A to the Independent Auditorâs Report to the members of Asian Hotels (West) Limited dated May 26, 2017.
Report on the matters specified in paragraph 3 of the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 (âthe Actâ) as referred to in paragraph 1 of âReport on Other Legal and Regulatory Requirementsâ section.
i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets
(b) The fixed assets have been physically verified by the management during the year, the frequency of which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.
(c) In our opinion, and according to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company.
ii. The Management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
iii. (a) The Company has granted interest free unsecured loans to its subsidiary company Aria Hotels & Consultancy Services Private
Limited, covered in the register maintained under Section 189 of the Act.
(b) The terms and conditions of the grant of such loans are not prejudicial to the Companyâs interest;
( c) The loan given is repayable on demand and hence there is no overdue amount as on the date and the relevant reporting is not applicable.
iv. In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Act, as applicable, in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and provisions of sections 73 to 76 or any other relevant provisions of the Act and the Rules framed there under.
vi. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 148 of the Act for the Companyâs activities. Hence, the provisions of clause 3(vi) of the Order are not applicable to the Company.
vii. a. According to the records of the Company examined by us and the information and explanations given to us, the Company has generally deposited its statutory dues including Employeesâ Provident Fund, Employeesâ State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other material statutory dues, as applicable, within the prescribed time with the appropriate authorities during the year and there are no such undisputed amounts payable which have remained outstanding as at March 31, 2017 for a period of more than six months from the date they became payable.
b. According to the records of the Company, the details of dues of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs Duty, Excise Duty and Value added tax which have not been deposited on account of any dispute and the forum where the dispute is pending, are as follows :
Name of the statue |
Period for which the amount relates (Financial year) |
Nature of dues |
Forum where the dispute is pending |
Amount (Rupees in lacs) |
Maharashtra Value Added Tax Act, 2002 |
2010-11 |
VAT assessment demand |
Joint Commissioner of Sales Tax (Appeal) |
244.70 |
Maharashtra Value Added Tax Act, 2002 |
2011-12 |
VAT assessment demand |
Joint Commissioner of Sales Tax (Appeal) |
87.13 |
Maharashtra Value Added Tax Act, 2002 |
2012-13 |
VAT assessment demand |
Joint Commissioner of Sales Tax (Appeal) |
55.40 |
Finance Act, 1994 |
2007-08 to 2011-12 |
Service tax demand |
Commissioner of Service Tax, Mumbai-1 |
515.51 |
viii. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, bank or debenture holders.
ix. In our opinion, and according to the information and explanations given to us, the Company has not raised any money way of initial public offer / further public offer. Further, term loans taken during the year were applied for the purpose for which the loans were obtained.
x. In our opinion, and according to the information and explanations given to us, we report that no fraud by the company or on the company by the officers and employees of the Company has been noticed or reported during the year.
xi. In our opinion, and according to the information and explanations given to us, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. The Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.
xiii. In our opinion, and according to the information and explanations given to us during the course of audit, transactions with the related parties are in compliance with section 177 and section 188 of the Act and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and on an overall examination of the books of account, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit and hence not commented upon.
xv. In our opinion, and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.
xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
Annexure B to the Independent Auditorâs Report to the Members of Asian Hotels (West) Limited on its standalone financial statements
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act as referred to in paragraph 2(f) of âReport on Other Legal and Regulatory Requirementsâ section
We have audited the internal financial controls over financial reporting of the Company as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on âthe 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 Indiaâ. 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 companyâs 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 Act.
Auditorsâ 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 âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, 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 auditorâs 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 Companyâs 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 standalone 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:
a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone 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
c) 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 standalone financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
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 31stMarch, 2017, based on âthe 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 Indiaâ.
For S.S.KOTHARI MEHTA & Co.
Chartered Accountants
Firmâs Registration No. 000756N
Sunil Wahal
Partner
Membership No. 087294
Place: New Delhi
Date: May 26, 2017
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Asian Hotels (West) Limited ("the Company") which comprise the
Balance Sheet as at March 31,2015, 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.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters
stated in Section 134 (5) of the Companies Act, 2013 ("the Act")
with respect to the preparation of these standalone 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 maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
company and for preventing and detecting fraud & other irregularities,
selection and application of appropriate accounting policies, making
judgments and estimates that are reasonable and prudent, and design,
implementation and maintenance of adequate internal controls, that were
operating effectively for ensuring the accuracy and completeness of the
accounting records relevant to the preparation and presentation of
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 standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and the matters which are required to be
included in the audit report under the provisions of the Act and the
Rules made thereunder.
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 controls relevant to the
Company's preparation of financial statements that give a true and
fair view in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the 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 standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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 state of affairs of the Company as
at March 31, 2015, and its loss and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ('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 paragraphs 3 and 4 of the Order.
2. 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 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 it appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow statement dealt with by this report are in agreement with the
books of account;
(d) In our opinion, the aforesaid standalone financial statements
comply with the accounting standards specified under Section 133 of the
Act read with Rule 7 of the Companies (Accounts) Rules, 2014; and
(e) On the basis of written representations received from the directors
as on March 31, 2015 taken on record by the Board of Directors, none of
the directors is disqualified as on March 31,2015 from being appointed
as a director in terms of Section 164 (2) of the Act.
(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
accordingly to the explanations given to us:
i) The Company has disclosed the impact of pending litigation on its
financial position in its financial statements as referred to in Note
25 read with Note 31 to the financial statements;
ii) The Company did not have any long term contracts including
derivative contracts for which there were any material foreseeable
losses; and
iii) There has been no delay in transferring amounts required to be
transferred to the Investor Education and Protection Fund by the
Company.
Annexure referred to in paragraph 1 of 'Report on Other Legal and
Regulatory Requirements' of the Independent Auditors' Report of
even date to the members of Asian Hotels (West) Limited on its
financial statements as of and for the year ended March 31, 2015
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a programme of physically verifying its fixed
assets in a phased manner designed to cover all assets over a period of
time, which in our opinion is reasonable having regard to the size of
the Company and nature of its business. In accordance with this
programme, the management had carried out a physical verification of
some of its fixed assets during the year and the discrepancies noted on
such verification were not material and have been suitably dealt with
in the books.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year. In our opinion, the
frequency of such verification is reasonable.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material and have been properly dealt with in
the books of account.
(iii) The company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 189 of the Act. Accordingly, clauses 3(iii) (a) & (b) of
the Order are not applicable.
(iv) According to the information and explanations given to us, there
are adequate internal control systems commensurate with the size of the
Company and the nature of its business for the purchase of inventory
and fixed assets and for the sales of goods and services. Further, on
the basis of our examination of the books and records of the Company,
carried out in accordance with the generally accepted auditing
practices in India, we have neither come across nor have been informed
of any instance of continuing failure to correct any major weakness in
the aforesaid internal control systems.
(v) The Company has not accepted any deposits in terms of the
provisions of section 73 to 76 of the Act and/or as per directives
issued by the Reserve Bank of India or any other relevant provisions of
the Act and the Rules framed there under.
(vi) According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
clause (d) of sub-section (1) of section 148 of the Act for the
Company's activities. Hence, the provisions of clause 3(vi) of the
Order are not applicable to the Company.
(vii) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the
Company is generally regular in depositing undisputed statutory dues
including Provident Fund, Employees' State Insurance, Income-tax,
Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Value
Added Tax, Cess and other material statutory dues, as applicable,
during the year with the appropriate authorities.There are no such dues
outstanding at the yearend for a period of more than six months from
the date they became payable.
(b) According to the records of the Company, there are no dues in
respect of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs
Duty, Excise Duty, Value Added Tax and Cess which have not been
deposited on account of any dispute.
(c) The Company does not have any amount which is required to be
transferred to Investor Education and Protection Fund in accordance
with relevant provisions of the Companies Act, 1956 ( 1 of 1956) and
Rules made thereunder.
(viii) The Company does not have accumulated losses as at the close of
the financial year. The Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
financial year.
(ix) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to financial
institutions or banks. The Company does not have any outstanding
debentures.
(x) According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
banks or financial institutions.
(xi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained, where such end use has been stipulated by the lender(s).
(xii) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year nor have we been informed of such case by the management.
For S. S. KOTHARI MEHTA & Co.
Chartered Accountants
FRN - 000756N
ARUN K. TULSIAN
Partner
Membership No. 89907
Date: May 15, 2015
Place: New Delhi
Mar 31, 2014
We have audited the accompanying Financial Statements of Asian Hotels
(West) Limited (''the Company''), which comprise the Balance Sheet as at
March 31, 2014, and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and Notes to Financial Statements
comprising of a summary of significant accounting policies and other
explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for 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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (''the Act'') read with the General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act, 2013. This responsibility
includes the design, implementation and maintenance of internal
controls 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.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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 controls relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and reasonableness of the accounting
estimates made by management, 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.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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:
a) In case of Balance Sheet, of the state of affairs of the Company as
at March 31, 2014;
b) In case of Statement of Profit and Loss, of the profit for the year
ended on that date; and
c) In case of Cash Flow Statement, of the cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditors'' Report) Order, 2003 (''the
Order'') issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
2) As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose 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, 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
sub-section (3C) of section 211 of the Act read with the General
Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate
Affairs in respect of Section 133 of the Companies Act, 2013 ; and
e) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE
i. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b. The Company has a programme of physically verifying its fixed
assets in a phased manner designed to cover all assets over a period of
time, which in our opinion is reasonable having regard to the size of
the Company and the nature of its business. In accordance with this
programme, the Management had carried out a physical verification of
some of its fixed assets during the year and the discrepancies noted on
such verification were not material and have been suitably dealt with
in the books.
c. No substantial part of the fixed assets was disposed off during the
year.
ii. In respect of its inventories:
a. As explained to us, all inventories have been physically verified
during the year by the Management at reasonable intervals.
b. In our opinion, the procedures of physical verification of
inventories followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
c. In our opinion, the Company has maintained proper inventory
records. The discrepancies noticed between the physical stocks and book
records were not material and the same have been properly dealt with in
the books of account.
iii. The Company has granted unsecured loan to its subsidiary Company
Inovoa Hotels & Resorts Limited listed in the register maintained under
Section 301 of the Act. The maximum amount involved during the year and
year end balance of such loan is Rs. 664.88 lacs & Rs. NIL
respectively. Apart from this, there are no other loans granted during
the year. The rate of interest and other terms & conditions for such
loans are not, prima facie, prejudicial to the interest of the Company.
iv. The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties listed in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clause
4(iii)(e), (f) and (g) of the Order are not applicable to the Company.
v. According to the information and explanations given to us, there is
adequate internal control system commensurate with the size of the
Company and the nature of its business for the purchase of inventory
and fixed assets and for the sale of goods and services. Further, on
the basis of our examination of the books and records of the Company,
carried out in accordance with the generally accepted auditing
practices in India, we have neither come across nor have we been
informed of any instance of a continuing failure to correct major
weaknesses in the aforesaid internal control systems.
vi. a. According to the information and explanations provided by the
management, we are of the opinion that the particulars of
contracts or arrangements referred to in section 301 of the Act that
need to be entered into the register maintained under that section have
been so entered.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees five lakh in respect of each
party have been entered into during the financial year at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
vii. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public,
within the meaning of Sections 58A and 58AA or any other relevant
provisions of the Act and the Companies (Acceptance of Deposits) Rules,
1975.
viii. In our opinion, the Company has an adequate internal audit
system commensurate with the size of the Company and nature of its
business.
ix. According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
clause (d) of sub-section (1) of Section 209 of the Act for the
Company''s activities. Hence, the provisions of clause 4(viii) of the
Order are not applicable to the Company.
x. a. According to the records of the Company examined by us and the
information and explanations given to us, the Company has
generally deposited its statutory dues including Employees'' Provident
Fund, Employees'' State Insurance, Investor Education and Protection
Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty,
Cess and any other material statutory dues within the prescribed time
with the appropriate authorities during the year and there are no such
undisputed amounts payable which have remained outstanding as at March
31, 2014 for a period of more than six months from the date they became
payable.
b. We are informed that there are no dues in respect of Sales Tax,
Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess
which have not been deposited on account of any dispute.
xi. There are no accumulated losses of the Company as at the end of
the financial year. There are no cash losses during the financial year
and in the immediately preceding financial year.
xii. Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to financial
institutions, banks or debenture holders.
xiii. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities. Accordingly,
the provisions of clause 4(xii) of the Order are not applicable to the
Company.
xiv. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society. Accordingly, provisions of clause 4(xiii) of the Order
are not applicable to the Company.
xv. In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records and making
timely entries for all transactions and contracts in shares and other
investments. All shares have been held by the Company in its own name.
xvi. According to the information and explanations given to us, the
Company has given guarantee for loans taken by its subsidiary companies
from banks, the terms & conditions of which are not, prima facie,
prejudicial to the interest of the Company.
xvii. Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained where such end use has been stipulated by the lender.
xviii. According to the information and explanations given to us, and
on an overall examination of the Balance Sheet of the Company, the
funds raised by the Company on short-term basis have, prima facie, not
been applied for long-term investments during the year.
xix. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Act.
xx. Based on the books and records produced to us by the management,
securities have been created in respect of debentures issued, wherever
required.
xxi. The Company has not raised any money by way of public issues
during the year.
xxii. During the course of our examination of the books and records of
the company carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of fraud on or by the company, noticed or reported during the year, nor
we have been informed of such case by the management.
For S.S. KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No. 00756N
ARUN K. TULSIAN
Place : New Delhi Partner
Dated : May 28, 2014 Membership No.: 89907
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying Financial Statements of Asian Hotels
(West) Limited (Âthe Company''), which comprise the Balance Sheet as at
March 31, 2013, and the Statement of Proft and Loss and Cash Flow
Statement for the year then ended, and Notes to Financial Statements
comprising of a summary of signifcant accounting policies and other
explanatory information. Management''s Responsibility for the Financial
Statements
Management is responsible for the preparation of these fnancial
statements that give a true and fair view of the fnancial position,
fnancial performance and cash fows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956. This responsibility includes the design,
implementation and maintenance of internal controls relevant to the
preparation and presentation of the fnancial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these fnancial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal controls relevant to the Company''s preparation and
fair presentation of the fnancial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the fnancial statements.
We believe that the audit evidence we have obtained is suffcient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the fnancial statements give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
a) In the case of Balance Sheet, of the state of affairs of the Company
as at March 31, 2013;
b) In the case of Statement of Proft and Loss, of the proft for the
year ended on that date; and
c) In the case of Cash Flow Statement, of the cash fows for the year
ended on that date.
Emphasis of Matter
We draw attention to Note No. 28 of the fnancial statements wherein the
Company has obtained shareholders approval, by ways of postal ballot,
for payment of remuneration to managerial personnel in the absence of
adequate profts, Subsequent thereto, the Company has made
application(s) with the Central Government for its approval, which is
still awaited. Our opinion is not qualifed in respect of this matter.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditors'' Report) Order, 2003 (Âthe
Order'') issued by the Central Government of India in terms of sub Â
section (4A) of section 227 of the Companies Act, 1956, we give in the
Annexure a statement on the matters specifed in paragraphs 4 and 5 of
the said Order.
2) As required by section 227(3) of the Companies Act, 1956, we report
that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose 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, Statement of Proft 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 Proft and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956; and
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualifed as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE
i. In respect of its fxed assets:
a. The Company has maintained proper records showing full particulars,
including quantitative details and situation of fxed assets.
b. The Company has a programme of physically verifying its fxed assets
in a phased manner designed to cover all assets over a period of time,
which in our opinion is reasonable having regard to the size of the
Company and the nature of its business. In accordance with this
programme, the Management had carried out a physical verifcation of
some of its fxed assets during the year and the discrepancies noted on
such verifcation were not material and have been suitably dealt with in
the books.
c. No substantial part of the fxed assets was disposed off during the
year. ii. In respect of its inventories:
a. As explained to us, all inventories have been physically verifed
during the year by the Management at reasonable intervals.
b. In our opinion, the procedures of physical verifcation of
inventories followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
c. In our opinion, the Company has maintained proper inventory
records. The discrepancies noticed between the physical stocks and book
records were not material and the same have been properly dealt with in
the books of account.
iii. The Company has granted unsecured loan to its subsidiary Company
Inovoa Hotels & Resorts Limited listed in the register maintained under
Section 301 of the Companies Act, 1956. The maximum amount involved
during the year and year end balance of such loan is Rs 464.88 lacs.
Apart from this, there are no other loans granted during the year. The
rate of interest and other terms & conditions for such loans are not,
prima facie, prejudicial to the interest of the Company.
iv. The Company has not taken any loans, secured or unsecured, from
companies, frms or other parties listed in the register maintained
under Section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii)(e), (f) and (g) of the Order are not
applicable to the Company.
v. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fxed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, carried out in accordance with the generally
accepted auditing practices in India, we have neither come across nor
have we been informed of any instance of a continuing failure to
correct major weaknesses in the aforesaid internal control systems.
vi. a. According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Companies Act, 1956 that
need to be entered into the register maintained under that section have
been so entered.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees fve lakh in respect of each
party have been entered into during the fnancial year at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
vii. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public,
within the meaning of Sections 58A and 58AA or any other relevant
provisions of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975.
viii. In our opinion, the Company has an adequate internal audit system
commensurate with the size of the Company and nature of its business.
ix. According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956
for the Company''s activities. Hence, the provisions of clause 4(viii)
of the Order are not applicable to the Company.
x. a. According to the records of the Company examined by us and the
information and explanations given to us, the Company has generally
deposited its statutory dues including Employees'' Provident Fund,
Employees'' State Insurance, Investor Education and Protection Fund,
Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and
any other material statutory dues within the prescribed time with the
appropriate authorities during the year and there are no such
undisputed amounts payable which have remained outstanding as at March
31, 2013 for a period of more than six months from the date they became
payable.
b. We are informed that there are no dues in respect of Sales Tax,
Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess
which have not been deposited on account of any dispute.
xi. There are no accumulated losses of the Company as at the end of the
fnancial year. There are no cash losses during the fnancial year and in
the immediately preceding fnancial year.
xii. Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to fnancial
institutions, banks or debenture holders.
xiii. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities. Accordingly,
the provisions of clause 4(xii) of the Order are not applicable to the
Company.
xiv. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual beneft
fund/society. Accordingly, provisions of clause 4(xiii) of the Order
are not applicable to the Company.
xv. In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records and making
timely entries for all transactions and contracts in shares and other
investments. All shares have been held by the Company in its own name.
xvi. According to the information and explanations given to us, the
Company has given guarantee for loans taken by its subsidiary companies
from banks, the terms & conditions of which are not, prima facie,
prejudicial to the interest of the Company.
xvii. Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained where such end use has been stipulated by the lender.
xviii. According to the information and explanations given to us, and
on an overall examination of the Balance Sheet of the Company, funds
raised on short term basis, have prima facie, not been utilised for
long term investment.
xix. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Companies Act, 1956.
xx. Based on the books and records produced to us by the management,
securities have been created in respect of debentures issued, wherever
required.
xxi. The Company has not raised any money by way of public issues
during the year.
xxii. During the course of our examination of the books and records of
the company carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of fraud on or by the company, noticed or reported during the year, nor
we have been informed of such case by the management.
For S.S. KOThARI MEhTA & CO.
Chartered Accountants
Firm Registration No. 00756N
ARUN K. TULSIAN
Place : New Delhi Partner
Dated : May 28, 2013 Membership No.: 89907
Mar 31, 2012
1. We have audited the attached Balance Sheet of Asian Hotels (West)
Limited, as at 31st March, 2012, the Statement of Profit and Loss and
the Cash Flow Statement for the year ended on that date, annexed
thereto. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 as
amended by the Companies (Auditors' Report) (Amendment) Order, 2004
(Collectively the Order) issued by the Central Government of India in
terms of sub-Section (4A) of Section 227 of the Companies Act, 1956 and
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 & 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
a) We have 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, 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 dealt with by this report comply with the
accounting standards referred to in sub-Section (3C) of Section 211 of
the Companies Act, 1956;
e) On the basis of written representations received from the Directors,
as on 31st March, 2012, and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2012, from being appointed as a director in terms of clause (g) of
sub-Section (1) of Section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Notes thereon give the information required by the Companies Act, 1956,
in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India:
i. In the case of Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012;
ii. In the case of Statement of Profit and Loss, of the profit of the
Company for the year ended on that date; and
iii. In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our
report of even date)
i. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b. The Company has a programme of physically verifying its fixed
assets in a phased manner designed to cover all assets over a period of
time, which in our opinion is reasonable having regard to the size of
the Company and the nature of its business. In accordance with this
programme, the Management had carried out a physical verification of
some of its fixed assets during the year and the discrepancies noted on
such verification were not material and have been suitably dealt with
in the books.
c. No substantial part of the fixed assets was disposed off during the
year.
ii. In respect of its inventories:
a. As explained to us, all inventories have been physically verified
during the year by the management at reasonable intervals.
b. In our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
c. In our opinion, the Company has maintained proper inventory
records. The discrepancies noticed between the physical stocks and book
records were not material and the same have been properly dealt with in
the books of account.
iii. The Company has granted unsecured loan to its subsidiary company
Inovoa Hotels & Resorts Limited listed in the register maintained under
Section 301 of the Companies Act, 1956. The maximum amount involved
during the year and year end balance of such loan is Rs. 3500 lacs and
Rs. NIL respectively. Apart from this, there are no other loans granted
during the year. The rate of interest and other terms & conditions for
such loans are not, prima facie, prejudicial to the interest of the
Company.
iv. The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties listed in the register maintained
under Section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii)(e), (f) and (g) of the Order are not
applicable to the Company.
v. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, carried out in accordance with the generally
accepted auditing practices in India, we have neither come across nor
have we been informed of any instance of a continuing failure to
correct major weaknesses in the aforesaid internal control systems.
vi. a. According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts
or arrangements referred to in Section 301 of the Companies Act, 1956
that need to be entered into the register maintained under Section 301
have been so entered.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees five lakh in respect of each
party have been entered into during the financial year at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
vii. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public,
within the meaning of Sections 58A and 58AA or any other relevant
provisions of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975.
viii. In our opinion, the Company has an adequate internal audit
system commensurate with the size of the Company and nature of its
business.
ix. According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
clause (d) of sub-Section (1) of Section 209 of the Companies Act, 1956
for the Company's activities. Hence, the provisions of clause 4(viii)
of the Order are not applicable to the Company.
x. a. According to the records of the Company examined by us and the
information and explanations given to us, the Company has
generally deposited its statutory dues including Employees' Provident
Fund, Employees' State Insurance, Investor Education and Protection
Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty,
Cess and any other material statutory dues within the prescribed time
with the appropriate authorities during the year and there are no such
undisputed amounts payable which have remained outstanding as at 31st
March, 2012 for a period of more than six months from the date they
became payable.
b. We are informed that there are no dues in respect of Sales Tax,
Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess
which have not been deposited on account of any dispute.
xi. There are no accumulated losses of the Company as at the end of
the financial year. There are no cash losses during the financial year
and in the immediately preceding financial year.
xii. Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institutions, banks or debenture holders.
xiii. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities. Accordingly,
the provisions of clause 4(xii) of the Order are not applicable to the
Company.
xiv. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society. Accordingly, provisions of clause 4(xiii) of the Order
are not applicable to the Company.
xv. In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records and making
timely entries for all transactions and contracts in shares and other
investments. All shares have been held by the Company in its own name.
xvi. According to the information and explanations given to us, the
Company has given guarantee for loans taken by its subsidiary Companies
from banks. The terms & conditions of which are not, prima facie,
prejudicial to the interest of the Company.
xvii. Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained where such end use has been stipulated by the lender.
xviii. According to the information and explanations given to us, and
on an overall examination of the Balance Sheet of the Company, funds
raised on short term basis, have prima facie, not been utilised for
long term investment.
xix. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Companies Act, 1956.
xx. Based on the books and records produced to us by the management,
securities have been created in respect of debentures issued, wherever
required.
xxi. The Company has not raised any money by way of public issues
during the year.
xxii. During the course of our examination of the books and records of
the company carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of fraud on or by the Company, noticed or reported during the year, nor
we have been informed of such case by the management.
For S.S. KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No. 00756N
ARUN K. TULSIAN
Place : New Delhi Partner
Dated : 3rd August, 2012 Membership No.: 89907
Mar 31, 2010
1. We have audited the attached Balance Sheet of Asian Hotels (West)
Limited (Formerly Chillwinds Hotels Limited), as at 31 March, 2010, the
Profit and Loss Account and the Cash Flow Statement of the Company for
the year ended on that date, annexed thereto. These financial
statements are the responsibility of the Companys Management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 as
amended by the Companies (Auditors Report) (Amendment) Order, 2004
(Collectively the Order) issued by the Central Government of India in
terms of sub-section (4A) of section 227 of the Companies Act, 1956 and
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us we enclose in the Annexure a statement on the
matters specified in paragraphs 4 & 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
a) We have 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, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956;
e) On the basis of written representations received from the directors,
as on 31 March, 2010, and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on 31 March, 2010,
from being appointed as a director in terms of clause (g) of sub-
section (1) of section 274 of the Companies Act, 1956;
f) Without qualifying our opinion, attention is invited to Note 17 of
Schedule 16, wherein the Company has applied to the Ministry of
Corporate Affairs, Government of India under section 211 (4) of the
Companies Act, 1956 for getting exemption with regard to disclosures in
respect of quantitative details of turnover, opening and closing stock,
purchases, production and consumption of raw material. The final
approval is awaited pending which the said disclosures are not being
furnished.
g) Without qualifying our opinion, we invite reference to Note 3 of
schedule 16 regarding treatment of excess of assets over liabilities,
and consideration payable in the form of equity shares, as general
reserves, has been carried out pursuant to the Scheme of Arrangement
and Demerger sanctioned by the Honble High Court of Delhi, New Delhi,
implementation whereof is binding on the Company though strictly not in
line with generally accepted accounting practices and the Accounting
Standards issued by the Institute of Chartered Accountants of India.
h) Read with the foregoing, in our opinion and to the best of our
information and according to the explanations given to us, the said
accounts read together with the Notes thereon give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i. In the case of Balance Sheet, of the state of affairs of the
Company as at 31 March, 2010;
ii. In the case of Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
iii. In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 3 of our report
of even date)
i. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b. The Company has a programme of physically verifying its fixed
assets in a phased manner designed to cover all assets, which in our
opinion is reasonable having regard to the size of the Company and the
nature of its business. In accordance with this programme, the
Management had carried out a physical verification some of its fixed
assets during the year and the discrepancies noted on such verification
were not material and have been suitably dealt with in the books.
c. No substantial part of the fixed assets was disposed off during the
year ii. In respect of its inventories:
a. As explained to us, all inventories have been physically verified
during the year by the Management at reasonable intervals.
b. In our opinion, the procedures of physical verification of
inventories followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
c. In our opinion, the Company has maintained proper inventory
records. The discrepancies noticed between the physical stocks and book
records were not material and the same have been properly dealt with in
the books of account.
iii. The Company has not granted or taken any loans, secured or
unsecured, to or from companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956.
Accordingly, the provisions of clause 4(iii) of the Order are not
applicable to the Company.
iv. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, carried out in accordance with the generally
accepted auditing practices in India, we have neither come across nor
have we been informed of any instance of a continuing failure to
correct major weaknesses in the aforesaid internal control systems
v. Based on our examination of the books of account and related records
and according to the information and explanations provided to us, there
are no contracts or arrangements with companies, firms or other parties
which need to be listed in the register maintained under Section 301 of
the Companies Act, 1956.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public,
within the meaning of Sections 58A and 58AA or any other relevant
provisions of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975.
vii. In our opinion the Company has an adequate internal audit system
commensurate with the size of the Company and nature of its business.
viii. According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956
for the Companys activities. Hence, the provisions of clause 4(viii)
of the Order are not applicable to the Company.
ix. a. According to the records of the Company examined by us and the
information and explanations given to us, the Company has generally
deposited its statutory dues including Employees Provident Fund,
Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom
Duty, Excise duty, Cess and any other material statutory dues within
the prescribed time with the appropriate authorities during the year
and there are no undisputed amounts payable in respect of these dues
which have remained outstanding as at 31 March, 2010 for a period of
more than six months from the date they became payable.
b. We are informed that there are no dues In respect of Sales Tax,
Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess
which have not been deposited on account of any dispute.
x. Since the Company has been registered for less than five years,
reporting on accumulated losses at the end of the year and cash loss is
not required.
xi. According to the information and explanations given to us and
records of the Company examined by us, the Company has not taken loans
from financial institutions or banks.
xii. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
the way of pledge of shares, debentures and other securities.
Accordingly, the provisions of clause 4(xii) of the Order are not
applicable to the Company.
xiii. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/ society. Accordingly, provisions of clause 4(xiii) of the Order
are not applicable to the Company.
xiv. In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records and making
timely entries for all transactions and contracts in shares and other
investments. All shares have been held by the Company in its own name.
xv. The Company has provided security, by way of pledge of its
investments and pari passu charge on its immovable properties, to the
lenders who have advanced loans to the Subsidiary Company. The terms
and conditions of the security provided do not seen to be, prima facie,
prejudicial to the interest of the Company owing to the Companys long
term involvement with its Subsidiary Company.
xvi. The Company has not taken any term loans during the year.
xvii. According to the information and explanations given to us, and on
an overall examination of the Balance Sheet of the Company, funds
raised on short term basis have prima facie, not been utilised for long
term investment.
xviii. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Companies Act, 1956.
xbt. According to the information and explanations given to us, the
Company has not issued any debentures nor has any outstanding
debentures.
xx. According to the information and explanations given to us, the
Company has not raised any money by way of public issues during the
year.
xxi. During the course of our examination of the books and records of
the company carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of fraud on or by the company, noticed or reported during the year, nor
we have been Informed of such case by the management.
For S.S. KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No. 00756N
ARUN K. TULSIAN
Place : New Delhi Partner
Dated : 21st May, 2010 Membership No.: 89907
Jun 30, 2009
We have audited the attached Balance Sheet of ASIAN HOTELS LIMITED as
at 30th September, 2009, the Profit and Loss Account and also the Cash
Flow Statement for the eighteen months period ended on that date and
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit. We have conducted
our audit in accordance with auditing standards generally accepted in
India. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion. As
required by the Companies (Auditors Report) Order, 2003 issued by the
Central Government of India in terms of sub - section (4A) of Section
227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in Paragraphs 4 and 5 of the said Order to the
extent applicable to the Company.
Further to our comments in the Annexure referred to above, we report
that:
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of
our audit;
(ii) In our opinion, proper books of account as required by the law
have been kept by the Company so far as it appears from our examination
of those books;
(iii) The Balance Sheet, the Profit and Loss Account and the Cash flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash flow Statement dealt with by this report comply with the
Accounting Standards referred to in Section 211 (3C) of the Companies
Act, 1956; (v) We draw attention to Note 16 in Schedule 21 of the Notes
annexed to the Accounts regarding the investment in Regency Convention
Centre and Hotels Limited (a subsidiary company) amounting to
Rs.2579.01 Lakhs and other receivables amounting to Rs. 389.82 Lakhs
relating thereto. As elucidated in the said note, considering that the
value of the investments cannot be reasonably ascertained at present,
resultantly, no provision for impairment has been made in the said
financial statements.
(vi) Further, we invite attention to Note 18 of Schedule 21 of the
Notes annexed to the Accounts, suggesting that upon receipt of
necessary approval of the Scheme of Arrangement and Demerger (the
Scheme), both the Kolkata Undertaking and Mumbai Undertaking would get
demerged as of the Appointed Date i.e. 31st October, 2009, and
resultantly, the Company would comprise only residuary operation i.e.
primarily the Hyatt Regency, Delhi.
(vii) On the basis of written representation received from the
directors and taken on record by the Board of Directors, we report that
none of the directors is disqualified as on 30th September 2009 from
being appointed as a director in terms of Section 274(1) (g) of the
Companies Act, 1956;
(viii) In our opinion and to the best of ourinformation and according
to the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 30th September, 2009;
b) in the case of the Profit and Loss Account of the Profit for the
eighteen months period ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
eighteen months period ended on that date.
ANNEXURE TO THE AUDITORS REPORT OF ASIAN HOTELS LIMITED FOR THE
EIGHTEEN MONTHS PERIOD ENDED 30th SEPTEMBER, 2009
1. a. The Company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
1. b. Though all the assets have not been physically verified by the
management during the period, as per the information furnished to us,
there exists a programme of physical verification of entire fixed
assets over a reasonable period. In our opinion the frequency of
verification of the fixed assets by the management is at reasonable
intervals having regard to the size of the Company and nature of the
assets and no material discrepancies were noticed between the book
records and the physical inventory in respect of the assets physically
verified.
1. c. During the period, the Company has not disposed off substantial
part of the fixed assets. Based on the information and explanation
given by the management and on the basis of audit procedures performed
by us, we are of the opinion that the sale of fixed assets, if any, has
not affected the going concern status of the Company.
2. a. The stocks of stores, provisions, beverages, crockery etc.,
have been physically verified during the period by the management. In
ouropinion, the frequency of verification is reasonable. 2. b. In our
opinion and according to the information and explanations given to us,
the procedures of physical verification of stocks followed by the
management were found reasonable and adequate in relation to the size
of the Company and the nature of its business.
2. c. The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
book records were not material in relation to the operations of the
Company and the same have been properly dealt with in the books of
account.
3. As informed to us, the Company has not taken / granted any loan,
secured or unsecured, from / to companies, firms or other parties
covered in the register maintained under Section 301 of the Companies
Act, 1956.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and nature of its business
with regard to the purchase of stores, provisions, beverages, crockery
etc., plant and machinery, equipment and other assets and for the sale
of goods and services. During the course of our audit, we have not
observed any continuing failure to correct any major weakness in
internal control systems.
5. a. Based on the audit procedures applied by us and according to
the information and explanations provided by the Management, we are
of the opinion that the particulars of contracts or arrangements that
need to be entered into the register maintained under Section 301 of
the Companies Act, 1956 have been so entered.
5. b. In our opinion and according to the information and
explanations given to us, the transactions made in pursuance of
contracts or arrangements entered in the register maintained under
Section 301 of the Companies Act, 1956 and exceeding the value of rupees
five lakh in respect of any party during the year have been made at
prices which are prima facie reasonable having regard to prevailing
market prices to the extent available with the Company of similar
items supplied under similar circumstances by/to other parties and
sale of such services to others except where due to certain special
reasons as explained to us prices have been charged with no comparison
available with the Company.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits covered by the
provisions of Section 58A and 58AA or any other relevant provisions of
the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975, hence the provisions of clause 4 (vi) of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company.
7. Internal Audit has been conducted by an independent firm of
Chartered Accountants as well as by the Companys internal audit
department during the period and it is commensurate with the size of
the Company and the nature of its business.
8. The Central Government has not prescribed for the Company the
maintenance of cost records under Section 209 (1)(d) of the Companies
Act, 1956 and hence the provisions of clause 4 (viii) of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company.
9. a. According to the records of the Company examined by us, the
Company has generally been regular in depositing with appropriate
authorities undisputed statutory dues including Provident Fund,
Investor Education and Protection Fund, Employees State Insurance,
Income tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and other applicable statutory dues.
According to the information and explanations given to us, there are no
undisputed amounts payable in respect of the aforesaid dues that were
outstanding as at 30th September 2009 for a period of more than six
months from the date they became payable.
9. b. According to the records of the Company examined by us and
according to the information and explanations given to us, there are no
dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax,
Excise Duty or Cess which have not been paid on account of any dispute
except service tax demand amounting to Rs. 482.54 Lakhs disputed with
concern authorities (Refer Note 21 of Schedule 21).
10. The Company had no accumulated losses as at the end of the current
financial period and has not incurred any cash losses in such financial
period and in the immediately preceding financial year, hence
provisions of clause 4 (x) of the Companies (Auditors Report) Order,
2003 are not applicable.
11. As per books and records maintained by the Company and according
to the information and explanations given to us, the Company has not
defaulted in the repayment of any dues to financial institutions, banks
or debenture holders as at the Balance Sheet date.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. In our opinion the Company is not a chit fund or a nidhi / mutual
benefit fund / society, hence the provisions of clause 4 (xiii) of the
Companies (Auditors Report) Order, 2003 are not applicable to the
Company.
14. Based on our examination of the records and evaluation of the
related internal controls, we are of the opinion that proper records
have been maintained of the transactions and contracts of dealing or
trading in shares, securities, debentures and other investments and
timely entries have been made in those records. We also report that the
Company has held the shares, securities, debentures and other
investments in its own name.
15. In our opinion, the terms and conditions on which the Company has
given guarantees for loans taken by others from banks or financial
institutions are not prejudicial to the interest of the Company.
16. In our opinion, the term loans were applied for the purposes for
which they were raised.
17. According to the information and explanations given to us and on
an overall examination of Balance Sheet of the Company, we report that
no funds raised on short term basis have been used for long term
investment.
18. As the Company made no preferential allotment of shares to any
parties and companies covered in the register maintained under Section
301 of the Companies Act, 1956, the provisions of clause 4 (xviii) of
the Companies (Auditors Report) Order, 2003 are not applicable to the
Company.
19. As the Company has not issued any debentures the provisions of
clause 4 (xix) of the Companies (Auditors Report) Order, 2003 are not
applicable to the Company.
20. As the Company has not raised any money during the period by
public issue, the provisions relating to end use thereof as per clause
4 (xx) of the Companies (Auditors Report) Order, 2003 are not
applicable to the Company.
21. Based upon the audit procedures performed by us for expressing our
opinion on these financial statements and information and explanations
given by the management, we report that no fraud on or by the Company
has been noticed or reported during the course of our audit.
For MOHINDER PURI & COMPANY
Chartered Accountants
Place : New Delhi VIKAS VIG
Date : 25th November, 2009 Partner
Membership No.: 16920