Mar 31, 2023
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Prozone Realty Limited [formerly known as Prozone Intu Properties Limited] ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matters
Key Audit Matter |
How the Key Audit Matter was addressed in our audit |
Valuation of Investment in Subsidiaries and Joint Venture |
Our audit procedures with respect to this area included, |
Company and Recoverability of Loans to Subsidiaries |
among others, following: |
Refer Note 2.2(b) for significant accounting policies and Note 5 and 6 |
⢠Assessed the Company''s accounting policies relating to |
to the standalone financial statements. |
the investment in subsidiaries and joint venture company |
The Company has investments in subsidiaries and joint venture |
and loans to subsidiaries are in compliance with applicable |
company held at fair value through other comprehensive income |
Ind AS. |
(FVOCI) aggregating to '' 66,042.57 lakhs and Loans to Subsidiaries |
⢠Evaluated the design and implementation and verified, |
amounting to '' 12,084.58 lakhs as at March 31, 2023, which together |
on a test check basis, operating effectiveness of controls |
constitute 97.96% of the total assets of the Company. |
over Company''s process of valuation of investment in |
Management assesses the valuation of these investments and |
subsidiaries and joint venture company and approval of |
recoverability of loans at each reporting period. |
forecasts. |
The valuation process involves significant judgement including |
⢠Evaluated the design and implementation and verified, on |
involvement of independent external valuers in estimating the |
a test check basis, operating effectiveness of controls in |
underlying assumptions to be applied. The fair values of the |
place for issuing new loans or amending terms of existing |
investments are assessed based on the relative fair values of the |
loans and evidenced the Board of Directors approval |
underlying properties in the books of the subsidiaries and joint |
obtained thereof; |
venture Company which comprise residential, commercial and retail |
⢠Verified the valuation reports obtained from independent |
units located across the country. |
external valuers of the Company for valuation of |
This assessment is based on the projected cash flows of the real |
investments and recoverability of loans; |
estate projects in these underlying entities, which involve significant |
⢠Evaluated the qualification and competence of the valuers |
estimation and judgement, due to the inherent uncertainty involved |
and understood their valuation methods and assumptions |
in forecasting future cash flows. There is also significant judgment |
and basis used, where relevant |
involved in estimating the discount rate, terminal occupancy, future |
|
lease rentals, capitalisation rate, average unit size, and average selling |
|
price. A change in these estimates and assumptions will have an |
|
impact on the valuation of investments and recoverability of loans. |
Key Audit Matter |
How the Key Audit Matter was addressed in our audit |
|
We have identified valuation of investment in subsidiaries |
⢠|
Assessed the appropriateness of the valuation methodology |
and joint venture company and recoverability of loans to |
applied and reasonableness of the key assumptions used |
|
subsidiaries as a key audit matter considering: |
i.e. the discount rate and long-term growth rates used |
|
⢠Significance of carrying value of investment in subsidiaries and joint venture company and loans to subsidiaries in |
in the forecast including comparison to economic and industry forecasts where appropriate. |
|
the standalone financial statements; |
⢠|
Verified the accuracy and reasonableness of inputs of the |
⢠Exposure to risk in respect of the recoverability of the loans and advances granted to the subsidiaries due to the |
projected cash flows used in the valuation to underlying leases and other documents; |
|
nature of the business in the real estate industry; and |
⢠|
Involved internal valuation expert to evaluate discount |
⢠Significant judgement and estimation uncertainty that is inherent within the valuation process. |
rate, capitalisation rate and terminal yield rates used in the valuation by comparing them against historical rates and available industry data, taking into consideration their comparability and other market factors; |
|
⢠|
Performed a sensitivity analysis over key assumptions, including the cashflows and discount rates; |
|
⢠|
Evaluated that the cash flow projections reflect the most recent forecast as approved by the Company in consultation with the valuers and assessed the comparability of the forecasts with the historical information; |
|
⢠|
Assessed the net worth of the subsidiaries and joint venture company to identify excess of the proportionate net assets over the carrying amount of investment by the Company. |
|
⢠|
Performed recomputation of interest on the loans given to subsidiaries; |
|
⢠|
Obtained independent confirmations to test completeness and existence of loans and advances held by related parties as on 31 March 2023; and |
|
⢠|
Assessed the adequacy and appropriateness of disclosures made in the standalone financial statements in compliance with applicable Indian Accounting Standards and applicable financial reporting framework. |
Information Other than the Standalone Financial Statements and Auditorâs Report Thereon
The Company''s Board of Directors is responsible for the other information. The other information comprises the Director''s report but does not include the standalone financial statements and our auditor''s report thereon. The Director''s report is expected to be made available to us after the date of this auditor''s report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Director''s report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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, changes in equity 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. 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditorâs Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the standalone financial statements.
The standalone financial statements of the Company for the year ended March 31, 2022, were audited by another auditor whose report dated May 28, 2022 expressed an unmodified opinion on those statements.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, 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 (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow 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 Indian Accounting Standards specified under Section 133 of the Act.
e On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 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 with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C"
g 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 according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 31 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 be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31,2023.
iv. 1) The Management has represented that, to the
best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that such parties shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
2) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities
Place: Mumbai Date: 30 May, 2023
(funding parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the funding parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.
v. The Company has neither declared nor paid any dividend during the year.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, and accordingly reporting under this clause is not applicable for the financial year ended March 31, 2023.
3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits prescribed under Section 197 of the Act and the rules thereunder.
Chartered Accountants ICAI Firm Registration No. 105047W
Partner
Membership No. 122071 UDIN: 23122071BGXNRV4339
Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Prozone Intu Properties Limited ("the Company"), which comprise the standalone balance sheet as at 31 March 2018, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ''Standalone Ind AS financial statements'').
Management''s Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the state of affairs, profit (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.
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 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Auditors'' 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 thereunder.
We conducted our audit of the standalone Ind AS financial statements 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 Ind AS 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 Ind AS financial statements. The procedures selected depend on the Auditors''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 Company''s 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 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 standalone Ind AS financial statements.
We are also responsible to conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor''s report to the related disclosures in the standalone Ind AS financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor''s report. However, future events or conditions may cause an entity to cease to continue as a going concern.
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 aforesaid 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 31 March 2018, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
Other matters
The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor, M/s. S G C O & Co. LLP and M/s. S G C O & Co., Chartered Accountants, respectively whose reports for the year ended 31 March 2017 and 31 March 2016 dated 19 May 2017 and 19 May 2016 respectively expressed an unmodified opinion on those standalone financial statements, adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited by us.
Our opinion is not modified in respect of the above matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors'' Report) Order, 2016 (''the Order''), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in the paragraphs 3 and 4 of the Order.
2. As required by sub-section (3) of Section 143 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 standalone Balance sheet, the standalone Statement of profit and loss (including other comprehensive income), the standalone cash flow statement and the standalone 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 Indian Accounting Standards prescribed under Section 133 of the Act;
(e) on the basis of the written representations received from the directors as on 31 March 2018 taken on record by the board of directors, none of the directors is disqualified as on 31 March 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 and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and
(g) with respect to the other matters to be included in the Auditors'' 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 31 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2018; and
iv. the disclosures in the standalone Ind AS financial statements regarding holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However, amounts as appearing in the audited standalone Ind AS financial statements for the period ended 31 March 2017 have been disclosed. Refer Note 43 of the standalone Ind AS financial statements.
With reference to the Annexure A referred to in the Independent Auditors''Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March 2018, we report the following:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets including property, plant and equipment and investment properties.
(b) The Company has a regular programme of physical verification of its fixed assets including property, plant and equipment and investment properties by which the property, plant and equipment and investment properties are verified annually. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with the policy, the Company has physically verified its fixed assets including property, plant and equipment and investment properties during the year and we are informed that no material discrepancies were noticed on such verification, and the same have been dealt with in the books of account.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties as disclosed in Note 4 to the standalone Ind AS financial statements, was vested to the Company as per the Composite Scheme of Arrangement and Amalgamation during the year ended 31 March 2012 are not held in the name of the Company. Details of the same is as below:
Particulars |
Number of cases |
Gross block (Rs in lacs) |
Net block (Rs in lacs) |
Remarks |
Building |
1 |
141.73 |
85.74 |
Held in the name of erstwhile demerged |
(ii) The Company does not currently hold any physical inventory. Thus, paragraph 3(ii) of the Order is not applicable to the Company.
(iii) The Company has granted unsecured loans to ten companies covered in the register maintained under Section 189 of the Companies Act, 2013 (''the Act''). The Company has not granted any loans, secured or unsecured, to firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.
i) According to the information and explanations given to us, in our opinion, the terms and conditions on which the unsecured loans have been granted to the companies covered in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.
ii) According to the information and explanations given to us, the terms of lending arrangements do not stipulate any repayment of principal and payment of interest and unsecured loans granted to companies covered in the register maintained under Section 189 of the Act are repayable on demand. The borrowers have been regular in payment of principal and interest as demanded.
iii) There are no overdue amounts for more than 90 days in respect of the unsecured loans granted to companies covered in the register maintained under Section 189 of the Act.
(iv) In our opinion and according to the information and explanation given to us, the Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of the investments made and guarantees given. The Company has not provided any security to the parties covered under Section 186 of the Act.
(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, paragraph 3 (v) of the Order is not applicable to the Company.
(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act. Accordingly, paragraph 3 (vi) of the Order is not applicable to the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident fund, Goods and Service tax, Service tax, Cess and other material statutory dues have been regularly deposited by the Company with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues of Professional tax have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues of Income tax have been regularly deposited during the year by the Company with the appropriate authorities, and there have been slight delays in many number of cases. As explained to us, the Company did not have any dues on account of Employees'' State Insurance, duty of excise, duty of customs, Sales tax and Value added tax.
According to the information and explanations given to us, no material undisputed amounts payable in respect of Provident fund, Professional tax, Income tax, Goods and Service tax, Service tax, Cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of Goods and Service tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, following dues of Income tax have not been deposited by the Company on account of disputes:
Name of the statute |
Nature of the dues |
Amount of demand under dispute (Rs)) |
Amount under dispute not deposited (Rs) |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax Act, |
Income- tax |
14.87 |
14.87 |
AY 20102011 |
Income Tax Appellate |
1961 |
Tribunal (appeal) |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to banks during the year. The Company did not have any dues to debenture holders and loans or borrowings from any financial institutions or government during the year.
(ix) According to the information and explanations given to us and based on our examination of records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable to the Company.
(x) 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, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, paragraph 3 (xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has entered into transactions with the related parties are in compliance with Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone Ind AS financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3 (xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3 (xv) of the Order is not applicable to the Company.
(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3 (xvi) of the Order is not applicable to the Company.
Annexure B to the Independent Auditors'' Report - 31 March 2018 (Referred to in our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Prozone Intu Properties Limited ("the Company") as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (''the Act'').
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the 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 ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditors'' judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the standalone Ind AS 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 the standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone Ind AS 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 31 March 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 ICAI.
For B S R & Co. LLP
Chartered Accountants
Firm''s Registration No: 101248W/W-100022
Vijay Bhatt
Place : Mumbai Partner
Date : 29 May 2018 Membership No: 036647
Mar 31, 2016
To the Members of
Prozone Intu Properties Limited (Formerly Known as Prozone Capital Shopping Centers Limited),
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Prozone Intu Properties Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended , and a summary of the 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 Section133 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 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.
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 matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give 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 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 31st March, 2016, and its profit 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, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure "A " statement on the matters specified in the paragraphs 3 and 4 of the Order.
2. As required by Section143 (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.
(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 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 our separate report in Annexure "B";
(g) 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 according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note no 12 (a) and 26 (A)(iii) 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.
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure "A" to the Independent Auditors Report
The Annexure A referred to in Paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements "in our Independent Auditor''s Report to the members of Prozone Intu Properties Limited for the year ended 31st March, 2016.
As required by the Companies (Auditors Report) Order, 2016 and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:
(i) a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.
b) The Fixed Assets have been physically verified by the management during the year at reasonable intervals. In our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies have been noticed on such physical verification.
c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title deeds of immovable properties which was vested to the Company as per the Composite Scheme of Arrangement and Amalgamation during the year ended March 31, 2012 are not held in the name of the Company. Details of the same is as below :-
Particulars |
Buildings |
Remarks |
Gross Block |
141.73 Lakhs |
Held in the name of erstwhile demerged Company. |
Net Block |
95.22 Lakhs |
(ii) Since the Company does not have any inventory, the paragraph 3 (ii) of the said Order is not applicable to the Company.
(iii) The company has granted unsecured loans to companies covered in the register maintained under section 189 of the Companies Act, 2013.
a) In our opinion, the rate of interest and the other terms and conditions of the grant of such loans were not, prima facie, prejudicial to the company''s interest;
b) The borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)
(b) of the Order is not applicable to the Company in respect of repayment of the principal amount;
c) There are no overdue amounts in respect of such loans.
(iv) In our opinion and according to the information and explanation given to us, section 185 of the Act is not applicable, since the Company has not granted any loan and has not provided any guarantees or security to the parties covered under section 185 of the Act. With regards to investments in securities, guarantees and loans provided to other body corporate after enforcement of section 186 of the Act, the Company has complied with the provisions of section 186 of the Act.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the Act, for the Company.
(vii) a) Accordingly to the records of the Company, the undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues, to the extent applicable, have been regularly deposited with the appropriate authorities except delays in some cases of Tax Deducted at Source (TDS), Professional Tax and Service Tax. There are no undisputed amount payable in respect of such statutory dues which have remained outstanding as at 31st March, 2016 for a period more than six months from the date they became payable.
b) According to the records of the Company, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax which have not been deposited on account of any dispute with the relevant authorities are given below:
Name of Statute |
Amount (Rs.In lakhs) |
Period to which amount relates |
Forum where dispute is pending |
Income Tax |
14.87 |
A.Y. 201011 |
ITAT (Appeals) |
(viii) The Company has not defaulted in repayment of its dues to banks and financial institutions and has not issued debentures.
(ix) The company did not raise money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the order is not applicable.
(x) According to the information & explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.
Annexure "A" to the Independent Auditors Report
(xi) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandate by the provision of section 197 read with schedule V of the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3 (xii) of the Order is not applicable.
(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with of section 177 and 188 of the Act, where applicable. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.
(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into any noncash transactions with the directors or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.
(xvi) In our opinion and according to the information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Annexure "B" to the Independent Auditor''s Report
of even date on the Standalone financial statements of Prozone Intu Properties Limited for the year ended 31st March 2016.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Prozone Intu Properties Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining 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 company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that We comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
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, 2016, 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 G C O & Co.
Chartered Accountants
Firm''s Registration No. 112081W
Shyamratan Singrodia
Place: Mumbai Partner
Date: 19th May, 2016 Mem. No. 49006
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Prozone Intu Properties Limited ("the Company"), which comprise the
Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss,
the Cash Flow Statement for the year then ended, and a summary of the
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 Section133 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 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 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 matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give 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 31st March, 2015,and its profit 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 the paragraphs 3 and 4 of the
Order.
2. As required by Section1 43 (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 stand alone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 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 Rule11 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 financial statements -Refer Note no 12 (a)
and 23 (A)(ii) 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.
(iii) There were no amounts which were required to be transferred to
the Investor Education and Protection Fund by the Company.
ANNEXURE TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in Paragraph 1 under the heading "Report on
Other Legal and Regulatory Requirements "in our Independent Auditor's
Report to the members of Prozone Intu Properties Limited for the year
ended 31st March, 2015.
As required by the Companies (Auditors Report) Order, 2015 and
according to the information and explanations given to us during the
course of the audit and on the basis of such checks of the books and
records as were considered appropriate we report that:
(i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
b) The Fixed Assets have been physically verified by the management
during the year at reasonable intervals. In our opinion the frequency
of verification is reasonable having regard to the size of the Company
and the nature of its assets. No discrepancies have been noticed on
such physical verification.
(ii) Since the Company does not have any inventory, the paragraph 3
(ii) of the said Order is not applicable to the Company.
(iii) The Company has not granted any loans secured or unsecured to the
parties covered in the register maintained under Section 189 of the
Act. Accordingly, paragraph 3 (iii) (a) and (b) of the said Order is
not applicable.
(iv) There is an adequate internal control system commensurate with the
size of the Company and the nature of its business with regard to
purchase of fixed assets and sale of services. The activities of the
Company do not involve purchase of inventory and the sale of goods. We
have not observed any major weakness in the internal control system
during the course of the audit.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under Section 148 (1) of the Act, for the Company.
(vii) a) Accordingly to the records of the Company, the undisputed
statutory dues including Provident Fund, Employees' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of
Excise, Value Added Tax and Cess, to the extent applicable, have been
regularly deposited with the appropriate authorities except delays in
certain cases of Tax Deducted at Source (TDS) and Service Tax. There
are no undisputed amount payable
in respect of such statutory dues which have remained outstanding as at
31st March, 2015 for a period more than six months from the date they
became payable.
b) According to the records of the Company, Income Tax, Wealth Tax,
Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax
and Cess which have not been deposited on account of any dispute with
the relevant authorities are given below:
Name of Amount Period Forum
Statute (fin to which where
lacs) amount dispute is
relates pending
Income 14.87 A.Y. 2010-11 ITAT
Tax (Appeals)
c) There is no amount required to be transferred to investor education
and protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules made thereunder.
(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred any cash losses during the
financial year and in the immediately preceding financial year.
(ix) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(x) The Company has given guarantees for loan availed by one of its
step-down subsidiary and one subsidiary from various Banks/
Institutions and in our opinion the terms and conditions thereof are
not prejudicial to the interest of the Company.
(xi) The Company has not obtained any term loans during the year under
report.
(xii) 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 any fraud on or by the Company, noticed or reported during the year,
nor have we been informed of such case by the management.
For S G C O & Co.
Chartered Accountants
Firm Reg No. 112081W
Shyamratan Singrodia
Place : Mumbai Partner
Date : 20th May, 2015 Mem. No. 49006
Mar 31, 2014
1. We have audited the accompanying financial statements of Prozone
Capital Shopping Centres Limited ("the Company"), which comprise
the Balance Sheet as at 31st March, 2014 and the Statement of Profit
and Loss and Cash Flow Statement for the year then ended, and a summary
of significant accounting policies and other explanatory information,
which we have signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s 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 control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s Responsibility
3. 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 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.
4. An audit involves performing procedure to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgement, including the
assessment of the risk of material misstatement of the financial
statements, whether due to fraud and error. In making those risk
assessments, the auditor considers internal control 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 Company''s internal control. An audit also includes
evaluating and appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained
Opinion
6. 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 the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;
(b) In the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by the Companies (Auditor''s 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 the paragraphs 4 and 5 of the
Order.
8. 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 accounts 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 & 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 Companies Act, 1956 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 31st March, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2014, from
being appointed as a director in terms of clause (g) of subsection (1)
of section 274 of the Companies Act, 1956;
ANNEXURE TO INDEPENDENT AUDITORS REPORT
Referred to in Paragraph 7 of the Independent Auditors'' Report of even
date to the members of Prozone Capital Shopping Centres Limited on the
financial statements as of and for the year ended 31st March, 2014.
As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b) The scope of annual physical verification of fixed assets conducted
by the management has been limited to fixed assets other than Furniture
and Fixtures only. In our opinion the interval of physical verification
is reasonable. No discrepancies have been noticed on the assets
physically verified.
c) The Company has not disposed off any fixed assets during the year.
(ii) Since the Company does not have any inventory, the clauses 4 (ii)
(a) (b) and (c) of the said Order are not applicable to the Company.
(iii) a) The Company has not granted any loans, secured or unsecured
from companies, firms or other parties covered in the register
maintained under Section 301 of the Companies Act, 1956. Hence clauses
4 (iii) (b), (c) and (d) of the said Order are not applicable to the
Company.
b) The Company has taken unsecured loans from one party covered in the
register maintained under Section 301 of the Companies Act, 1956. The
maximum amount outstanding during the year was Rs. 23.30 lakhs and the
year-end balance was Rs. Nil.
c) The said loan is interest free. Other terms and conditions on which
these loans have been taken are prima facie, not prejudicial to the
interest of the Company;
d) Loans taken from parties listed in the register maintained under
Section 301 of the Companies Act, 1956 are repayable on demand. The
Company is regular in repaying the principal amount as demanded.
(iv) There are adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchase of fixed assets and for the sale of services. The Company has
not carried out any activity of purchases of inventories and sale of
goods during the year. During the course of our audit, no major
weakness has been noticed in the internal control systems.
(v) a) The particulars of contracts or arrangements referred to in
Section 301 of the Companies Act, 1956 that needs to be entered into
the register maintained under section 301 have been so entered.
b) The transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) The Company has an adequate internal audit system commensurate
with its size and nature of its business.
(viii) The Central Government has not prescribed for maintenance of
cost records under Section 209(1)
(d) of the Companies Act, 1956 for the Company.
(ix) a) Accordingly to the records of the Company, the undisputed
statutory dues including Provident Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty and Cess wherever applicable have been regularly deposited with
the appropriate authorities except delay in certain cases of Tax
Deducted at Source (TDS). However, according to the information and
explanations given to us, there are no undisputed amount payable in
respect of such statutory dues which have remained outstanding as at
31st March, 2014 for a period more than six months from the date they
became payable except TDS amounting to Rs. 2.25 lacs outstanding for a
period more than six months, which has been paid successfully.
b) According to the records of the Company, Income Tax, Wealth Tax,
Sales Tax, Service Tax, Custom Duty, Excise Duty and Cess which have
not been deposited on account of any dispute with the relevant
authorities are given below:
Name Amount Period Forum where
of (Rs. in to which dispute is
Statute lakhs) amount pending
relates
Income 80.10 2005-06; Commissioner
Tax 2008-09 of Income Tax
& 2009- (Appeals)
10
(x) The Company has no accumulated losses at the end of the financial
year. The Company has not incurred any cash losses during the financial
year and in the immediately preceding financial year.
(xi) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
Company.
(xiv) The Company is not a dealer or trader in shares, securities,
debentures and other investments.
(xv) The Company has given guarantees for loan availed by a step-down
subsidiary and one subsidiary from various Banks/ Institutions and in
our opinion the terms and conditions thereof are not prejudicial to the
interest of the Company.
(vi) The Company has not obtained any term loans during the year under
report.
(xvii) On an overall examination of the balance sheet of the Company,
we report that the no funds raised on short-term basis have been used
for long term investments.
(xviii) The Company has not made any preferential allotment of shares
to the parties and companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money through the public issue
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, and according to the information and
explanations given to us, we have neither come across any instance of
any material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by the management.
For S G C O & Co.
Chartered Accountants
Firm Reg No. 112081W
Shyamratan Singrodia
Place : Mumbai Partner
Date : 23rd May, 2014 Mem. No. 49006
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Prozone
Capital Shopping Centres Limited (formerly known as "Castle Mall
Private Limited) ("the Company"), which comprise the Balance Sheet as
at 31st March, 2013 and the Statement of Profit and Loss and Cash Flow
Statement for the year ended, and 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"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by 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 procedure to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgement, including the assessment of
the risk of material misstatement of the financial statements, whether
due to fraud and error. In making those risk assessments, the auditor
considers internal control 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. An audit also
includes evaluating and appropriateness of accounting policies used and
the 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 the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;
(b) In the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) In the case of the 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 (Auditor''s 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 the paragraphs 4 and 5 of the
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 accounts 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 & 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 Companies Act, 1956;
(e) On the basis of written representations received from the directors
as on 31st March, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 st March, 2013, from
being appointed as a director in terms of clause (g) of subsection (1)
of section 274 of the Companies Act, 1956;
Annexure referred to in Paragraph 1 under the heading "Report on Other
Legal and Regulatory Requirements" of the Auditors Report for the year
ended 31st March, 2013.
As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b) The scope of annual physical verification of fixed assets conducted
by the management has been limited to fixed assets other than Furniture
and Fixtures only. In our opinion the interval of physical verification
is reasonable. No discrepancies have been noticed on the assets
physically verified.
c) The Company has not disposed off any fixed assets during the year.
(ii) Since the Company does not have any inventory, the clauses 4 (ii)
(a) (b) and (c) of the said Order are not applicable to the Company.
(iii) a) The Company has granted unsecured loans to eight companies
covered in the register maintained under Section 301 of the Companies
Act, 1956 on call basis. The maximum amount outstanding during the year
was Rs. 9,586.49 lakhs and the year-end balance was Rs. 6,525.61 lakhs
b) The said loans are interest free except in two cases where interest
has been charged. The rate on interest wherever charged and other terms
and conditions on which the loans have been granted are prima facie,
not prejudicial to the interest of the Company;
c) In view of our comments in para (iii) (a) and (b) above, clauses 4
(iii) (c) and (d) of the said Order are not applicable.
d) The Company has taken unsecured loans from four parties covered in
the register maintained under Section 301 of the Companies Act, 1956 on
call basis. The maximum amount outstanding during the year was Rs.
1,812.22 lakhs and the year-end balance was Rs. 1,763.83 lakhs.
e) The said loans are interest free. Other terms and conditions on
which these loans have been taken are prima facie, not prejudicial to
the interest of the Company;
f) In view of our comments in para (iii) (d) and (e) above, clause 4
(iii) (g) of the said Order is not applicable.
(iv) There are adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchase of fixed assets and for the sale of services. The Company has
not carried out any activity of purchases of inventories and sale of
goods during the year. During the course of our audit, no major
weakness has been noticed in the internal control systems.
(v) a) The particulars of contracts or arrangements referred to in
Section 301 of the Companies Act, 1956 that needs to be entered into
the register maintained under section 301 have been so entered.
b) The transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) The Company has an adequate internal audit system commensurate
with its size and nature of its business.
(viii) The Central Government has not prescribed for maintenance of
cost records under Section 209(1) (d) of the Companies Act, 1956 for
the Company.
(ix) a) According to the records of the Company, the undisputed
statutory dues including Provident Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty and Cess wherever applicable have been regularly deposited with
the appropriate authorities. There are no undisputed amount payable in
respect of such statutory dues which have remained outstanding as at
31st March, 2013 for a period more than six months from the date they
became payable.
b) There are no amount in respect of any disputed sales tax, income
tax, wealth tax, service tax, custom duty, excise duty and cess.
(x) The Company has accumulated losses at the end of the financial
year. The Company has not incurred cash losses during the financial
year but had incurred cash losses in the immediately preceding
financial year.
(xi) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
Company.
(xiv) The Company is not a dealer or trader in shares, securities,
debentures and other investments.
(xv) The Company has given guarantees for loan availed by a step-down
subsidiary and one subsidiary from various Banks/ Institutions and in
our opinion the terms and conditions thereof are not prejudicial to the
interest of the Company.
(xvi) The Company has not obtained any term loans during the year under
report.
(xvii)On an overall examination of the balance sheet of the Company, we
report that the no funds raised on short-term basis have been used for
long term investments.
(xviii)The Company has not made any preferential allotment of shares to
the parties and companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money through the public issue
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, and according to the information and
explanations given to us, we have neither come across any instance of
any material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by the management.
For Singrodia Goyal & Co.
Chartered Accountants
Firm Reg No. 112081W
Shyamratan Singrodia
Place : Mumbai Partner
Date : 10th May, 2013 Mem. No. 49006
Mar 31, 2012
We have audited the attached Balance Sheet of Prozone Capital Shopping
Centres Limited (formerly known as "Castle Mall Private 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.
1. 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 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.
2. As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto issued by the Central Government of India in terms
of Section 227(4A) of the Companies Act, 1956, we annex hereto a
statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
3. Further to our comments in the Annexure referred to in paragraph 2
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 purpose of our
audit.
b) In our opinion, proper books of accounts 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 Profit & Loss and the Cash Flow
Statement dealt with by this report are in agreement with the books of
accounts.
d) In our opinion the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement comply in all material aspects with the
applicable Accounting Standards referred to in Section 211 (3C) 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, we report that
none of the director is disqualified as on 31st March 2012 from being
appointed as a director in terms of clause (g) of Subsection (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
notes appearing 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 the Balance Sheet, of the State of Affairs of the
Company as at 31st March 2012,
ii) In the case of the Statement of Profit and Loss, of the loss 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 referred to in Paragraph 2 of the Auditors Report for the year
ended 31st March 2012.
As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b) The scope of annual physical verification of fixed assets conducted
by the management has been limited to fixed assets other than Furniture
and Fixtures only. In our opinion the interval of physical verification
is reasonable. No discrepancies have been noticed on the assets
physically verified.
c) The Company has not disposed off any fixed assets during the year.
(ii) Since the Company does not have any inventory, the clauses 4 (ii)
(a) (b) and (c) of the said Order are not applicable to the Company.
(iii) a) The Company has granted unsecured loans to seven subsidiary
companies covered in the register maintained under Section 301 of the
Companies Act, 1956 on call basis. The maximum amount outstanding
during the year was Rs. 11,514.27 Lakhs and the year-end balance was Rs.
4,980.53 Lakhs
b) The said loans are interest free except in two cases where interest
has been charged. The rate on interest wherever charged and other terms
and conditions on which the loans have been granted are prima facie,
not prejudicial to the interest of the Company;
c) In view of our comments in para (iii) (a) and (b) above, clauses 4
(iii) (c) and (d) of the said Order are not applicable.
d) The Company has taken unsecured loans from two parties covered in
the register maintained under Section 301 of the Companies Act, 1956 on
call basis. The maximum amount outstanding during the year was Rs.
2,416.83 Lakhs and the year-end balance was Rs. 1764.08 Lakhs.
e) The said loans are interest free. Other terms and conditions on
which these loans have been taken are prima facie, not prejudicial to
the interest of the Company;
f) In view of our comments in para (iii) (d) and (e) above, clause 4
(iii) (g) of the said Order is not applicable.
(iv) There are adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchase of fixed assets and for the sale of services. The Company has
not carried out any activity of purchases of inventories and sale of
goods during the year. During the course of our audit, no major
weakness has been noticed in the internal control systems.
(v) a) The particulars of contracts or arrangements referred to in
Section 301 of the Companies Act, 1956 that needs to be entered into
the register maintained under section 301 have been so entered.
b) The transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) The Company has an adequate internal audit system commensurate
with its size and nature of its business.
(viii) The Central Government has not prescribed for maintenance of
cost records under Section 209(1) (d) of the Companies Act, 1956 for
the Company.
(ix) a) Accordingly to the records of the Company, the undisputed
statutory dues including Provident Fund, Employees' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty and Cess wherever applicable have been regularly deposited with
the appropriate authorities. There are no undisputed amount payable in
respect of such statutory dues which have remained outstanding as at
31st March 2012 for a period more than six months from the date they
became payable.
b) There are no amount in respect of any disputed sales tax, income
tax, wealth tax, service tax, custom duty, excise duty and cess.
(x) The Company is not in existence for more than five years and hence
the provisions of the clause 4 (x) of the Order is not applicable for
the year under report.
(xi) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/Societies are not applicable to the
Company.
(xiv) The Company is not a dealer or trader in shares, securities,
debentures and other investments.
(xv) The Company has given guarantees for loan availed by a stepdown
subsidiary from various Banks/Institutions and in our opinion the terms
and conditions thereof are not prejudicial to the interest of the
Company.
(xvi) The Company has not obtained any term loans during the year under
report.
(xvii) On an overall examination of the balance sheet of the Company,
we report that the no funds raised on short-term basis have been used
for long term investments.
(xviii) The Company has made preferential allotment of shares to one
party covered in the register maintained under Section 301 of the
Companies Act, 1956 at the price which is not prejudicial to the
interest of the Company.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money through the public issue
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, and according to the information and
explanations given to us, we have neither come across any instance of
any material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by the management.
For Singrodia Goyal & Co.
Chartered Accountants
Firm Reg No. 112081W
Shyamratan Singrodia
Place : Mumbai Partner
date : 15th May 2012 Mem. No. 49006
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