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Hotel Leela Venture

BSE: 500193|NSE: HOTELEELA|ISIN: INE102A01024|SECTOR: Hotels
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Auditor's Report (Hotel Leela Venture) Year End : Mar '17

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Hotel Leelaventure Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss and 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 shall give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding of the assets of the Company and preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirement 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 2017 and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone financial statements:

i. Note 29.1(c) relating to non-provision of Sacrifice amount, interest and penal interest payable to Asset Reconstruction Companies (ARCs) amounting Rs.73,327 lakhs for the year (Previous Year Rs.72,704 lakhs), cumulatively amounting to Rs.2,24,272 lakhs. (Previous Year Rs.1,50,945 lakhs.)

ii. Note 29.2(a) relating to enhancement in rentals and unilateral termination of lease agreement of the Mumbai Hotel by Airports Authority of India (AAI) and eviction proceedings initiated by them which the Company is contesting. No provision is made for enhanced rent amounting Rs.1,657 lakhs (Previous year Rs.1,615 lakhs) and cumulatively amounting Rs.3,898 lakhs (Previous Year Rs.2,241 lakhs). Further, the accounts are prepared on the assumption that the lease would be renewed and no provision is made for losses on account of such eviction, if any, which is not ascertainable.

iii. Note 29.2(b) relating to non-provision of disputed amounts to AAI amounting to Rs.28,538 lakhs towards 11,000 sq. meters of land at Mumbai and the additional cost the Company may have to incur towards restoration of FSI , which is not ascertainable.

iv. If interest and other costs as notified by the Asset Reconstruction Companies and disputed payments of AAI referred above were provided for in the books, the loss for the year would have been higher by Rs.1,03,522 lakhs (Previous Year Rs.74,319 lakhs), liabilities and negative net worth would have been higher by another Rs.2,56,708 lakhs (Previous Year Rs.1,53,186 lakhs). Further, losses and negative net worth will increase to the extent of cost that the Company may have to incur on account of termination of lease agreement of Mumbai Hotel and cost of vacating 11,000 sq.meters of land at Mumbai

v. The above issues raises question on whether the Company can be considered as a “Going Concern”. However, as the Company is hopeful of a viable restructuring package and favourable judgement / settlement relating to AAI disputes, as explained by them in the notes, it has prepared the financial statements on a going concern basis.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, (hereinafter referred to as the “Order”) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order,

2. As required by Section 143 (3) of the Act, we report that:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with 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) The going concern matter described under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company,

(f) On the basis of the written representations received from the directors as on March 31st, 2017, taken on record by the Board of Directors. None of the directors is disqualified as on March 31st, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal finance controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “ Annexure B” and

(h) 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 29.2 to the standalone financial statements;

ii. The Company has made provisions as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. We have been informed that the Company did not have any pending derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company,

iv. The Company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and the same are in accordance with the books of accounts maintained by the Company. Refer Note 17 to the standalone financial statements.

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2017, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) Except disputes relating to the title deeds /renewal of lease agreement as detailed hereunder, 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 disclosed in Note 9 to the standalone financial statements are held in the name of the Company.

Particulars

Number of cases

Gross value as on 31st March 2017 (Rs. in Lakhs)

Written down value as on 31st March 2017 (Rs. in Lakhs)

Remarks

Land-Freehold

Five

1,269.01

1,269.01

Title deeds are under dispute.

Building constructed on leasehold Land

One

30,036.65

23,204.63

Lease agreement not renewed since 11th January, 2016 (refer note 29.2 (a) to the Standalone Financial Statements).

ii. As explained to us, inventories were physically verified during the year by the Management at reasonable intervals. In our opinion the frequency of such verification is reasonable. We have been informed that discrepancies noticed on such verification between the physical stock and book records are not material and have been properly dealt in the books of account.

iii. In our opinion and according to the information and explanations given to us, the Company has not granted secured/unsecured loans to Companies, firms, Limited Liability Partnerships, or parties covered in the register maintained under Section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, paragraph 3 (iii) of the Order is not applicable to the Company.

iv. Attention is drawn to Note 29.10 to the standalone financial statements relating to overdue receivables from two private limited Companies amounting 185.61 lakhs in which directors are interested. Other than these two receivables, the Company has not granted any loans or provided any guarantees or security to the parties covered in Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of investments.

v. The Company has not accepted any deposits from the public in accordance with the provisions of Section 73 to 76 of the Act and the rules framed thereunder.

vi. The Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the Act, for any of the services rendered by 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, employees’ state insurance, income-tax, sales tax, value added tax, duty of customs, excise duty, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities except certain delays in depositing value added tax, luxury tax and service tax in one of the units.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, sales tax, value added tax, duty of customs, duty of excise, service tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, details of disputed sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited with the appropriate authorities as on 31st March 2017 on account of any dispute are given below:

Name of the statute

Nature of Dues

Amount (Rs. in lakhs)*

Period to which the amount relates

Forum where dispute is pending

Karnataka VAT Act, 2003

VAT with interest and penalty

133.92

F.Y 2005-06 to 2009-10

Matter remanded to joint Commissioner of Commercial Taxes (Appeals) Bangalore by High Court of Karnataka.

Finance Act, 1994

Service Tax and Interest

9.72

FY 2010-11 to 2014-15

Commissioner of Service Tax and Excise (Appeals), Jaipur

Rajasthan VAT Act, 2006

VAT with interest

82.24

2011-12 to 2014-15

Rajasthan Tax Board, Ajmer

Goa Tax on Luxuries Act

Luxury Act

5.65

2005-06

Additional Commissioner of Commercial Taxes (Appeals), Margao

Goa Tax on Luxuries Act

Luxury Act

33.93

2007-08

Matter remanded back to the Assessing Officer by Additional Commissioner of Commercial Taxes (Appeals) Margo for fresh assessment.

Finance Act,1994

Service Tax, interest and penalty

2490.56

2006-07 to 2011-12

CESTAT, Bangalore

Maharashtra VAT 2002

VAT with interest and penalty

826.35

2007-08,2009-10 to 2012-13

Jt. Commissioner of Appeals-VAT Mumbai

Kerala Agriculture Income Tax

Agriculture Income Tax and interest

17.30

2004-05 to 2008-09

Tribunal, Kerala Agricultural and Commercial Tax

Kerala Tax on Luxury 1976

Luxury Tax, interest and penalty

81.12

2010-11, 2011-12

Deputy Commissioner of (Appeals), Thiruvananthapuram

*Net of amounts paid under protest.

viii. (a) According to the explanations and information given to us, the Company has defaulted in repayment of dues to a debenture holder / banks / financial institutions during the year under review, the period and amount of defaults are as under.

Name of the Lender

Amount of default as at the balance sheet date (Rs. In lakhs)

Period of Default

LIC- Debentures

2725.35

Principal and interest due since September 2016.

Bank of Baroda, London

1553.20

Principal due since May 2016 and interest since February 2014

State Bank of India, Paris

3228.47

Principal due since |une 2016 and Interest since December 2016.

HDFC Limited

521.90

Interest for the month of February and March 2017.

(b) As per the information furnished to us, the Company has not taken any loan from the Government.

(c) With reference to the debts assigned to Asset Restructuring Companies (ARC) refer note 29.1 to the standalone financial statements relating to debt restructuring, wherein it is stated that the Company is pursuing with ARCs for certain concessions in interest and repayment terms. Total amount outstanding to ARCs including finance cost not recognised in the accounts as at 31st March 2017 is Rs.5,23,140 lakhs.

ix. The Company did not raise any 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 and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

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. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. Based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act. The details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

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.

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 noncash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

For PICARDO & CO.

Chartered Accountants

Registration No: 107917W

K.V. Gopalakrishnayya

Partner

Membership No. 21748

Mumbai, 25th May, 2017

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