To the Members of
Satra Properties (India) Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Satra Properties(India) Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2016 the Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Companies Act 2013 read with Rule 7 of theCompanies(Accounts) Rules 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial control that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovision of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company Directors as well as evaluating the overall presentation ofthe financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:
(a) in the case of the Balance Sheet of the state of affairs of the Company as atMarch 31 2016;
(b) in the case of the Statement of Profit and Loss of the profit for the year endedon that date; and
(c) in the case of the Cash Flow Statement of the cash flows for the year ended onthat 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 ofthe Act we give in the Annexure "A" statement on the matters specified in theparagraph 3 and 4 of the Order to the extent applicable.
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 bestof our knowledge and belief were necessary for the purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;
c. The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;
d. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;
e. On the basis of written representations received from the Directors as on March 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of Section 164 (2) ofthe Act.
f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B"; and
g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanation given to us:
i. The company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements Refer Note 28 of the financialstatements as at March 31 2016.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable lossesas at March 31 2016.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the company during the year ended March 312016.
For GMJ & Co.
Firm Registration Number: 103429W
Membership Number: 039070
Mumbai 27 May 2016
Annexure A to the Independent Auditor's Report
(Referred to in Paragraph 1 under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date)
i. a. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b. According to the information and explanations given to us the Fixed Assets havebeen physically verified by the management during the year no material discrepancies werenoticed on such verification with book records. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the Company and nature ofits assets.
c. According to the information and explanations given to us and on the basis of ourexamination of the records the company does not have any immovable property and hencethis paragraph is not applicable to the company.
ii. The management has conducted physical verification of inventory at reasonableintervals during the year. In our opinion and according to the information andexplanations given to us the Company is maintaining proper records of inventory. Nomaterial discrepancies have been noticed on physical verification between physical stockand book records.
iii. In respect of loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered under register maintained under section 189 of theCompanies Act 2013;
a. In our opinion the terms and conditions on which the loans have been granted arenot prima facie prejudicial to the interest of the company;
b. The terms of arrangements do not stipulate any repayment schedule and the loans arerepayable on demand. Accordingly this paragraph is not applicable to the Company inrespect of repayment of the principal amount.
c. There are no overdue amounts in respect of loans granted to the parties coveredunder register maintained under section 189 of the Companies Act 2013.
iv. In our opinion and according to the information and explanations given to us andbased on our examination of the records the Company has complied with the provisions ofsection 185 and 186 of the Companies Act 2013 In respect of loans investmentsguarantees and security given if any.
v. The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 of the Act andother relevant provisions with regard to the deposits accepted from the public are notapplicable.
vi. We have broadly reviewed the books of account maintained by the company pursuant tothe Rules made by the Central Government for the maintenance of cost records under section148(1) of the Act and are of the opinion thatprimafacie the prescribed accountsand records have been made and maintained.
vii. a. According to the information and explanations given to us and on the basis ofour examination of the records the Company is generally regular in depositing withappropriate authorities the amounts deducted/ accrued in the books of accounts in respectof undisputed statutory dues including Provident Fund employees' state insuranceincome-tax sales-tax service tax duty of customs duty of excise value added tax cessand other statutory dues as applicable except for dues in respect of Service TaxValue added tax Dividend Distribution Tax Income Tax Works Contract Tax and TDS whichhave generally been regularly deposited during the year by the Company with theappropriate authorities and there have been significant delays in few cases.
According to the information and explanations given to us except for ' 21307899/- on account of Dividend distribution tax ' 8296075/- on account of Income-tax(Including TDS) '33877883/- on account of Value added tax and ' 32610701/- onaccount of interest on Value added tax no undisputed amounts payable in respect ofProfession tax Customs duty Provident fund Works contract tax Cess Service tax andother material statutory dues were in arrears as at 31 March 2016 for a period of morethan six months from the date they became payable.
b. According to the information and explanations given to us following dues have notbeen deposited with the concerned authorities on account of dispute as at 31st March2016:
|Name of the Statute ||Nature of the Dues ||Amount (?) ||Period to which the amount relates ||Forum where dispute is pending |
|Income Tax Act ||Income Tax ||34514540 ||Asst. Yr. 2012-13 ||Commissioner of Income Tax (Appeals) |
|1961 || ||69002060 ||Asst. Yr. 2011-12 || |
| || ||5821550 ||Asst. Yr. 2008-09 ||Assessing Officer |
| || ||162135 ||Asst. Yr. 2007-08 || |
| || ||326038 ||Asst. Yr. 2007-08 ||Income Tax Appellate Tribunal |
|Income Tax Act 1961 ||TDS ||13349391 ||Asst. Yr. 2007-08 to Asst. Yr. 2015-16 ||Assessing Officer |
viii. In According to the information and explanations given to us the company has notdefaulted in repayment of dues to banks and financial Institution.
During the year interest rate on 5600 Non-Convertible Debentures amounting to ' 56Crores was revised with a reduction in rate of interest from 18% p.a. to 12% p.a. fromthe date of subscription and extension in the period of redemption period by one year.
The Company does not have any loan or borrowings from the government during the year.
ix. In our opinion and according to the information and explanations given to us themonies raised by way of term loans were applied for the purposes for which they wereraised. The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year.
x. According to the information and explanations given to us no material fraud by thecompany or on the Company by its officer or employees has been noticed or reported duringthe course of our audit.
xi. According to the information and explanation give to us and based on ourexamination of the records the Company has not paid/ provided for managerialremuneration. Therefore paragraph 3 (xi) of the Order is not applicable.
xii. In our opinion and according to the information given to us the Company is not aNidhi Company. Therefore paragraph 3(xii) of the Order is not applicable.
xiii. According to the information and explanation give to us and based on ourexamination of the records of the Company the transactions with related parties are incompliance of section 177 and 188 of the Companies Act 2013 wherever applicable and thedetails have been disclosed in the Financial Statements as required by the applicableaccounting standards.
xiv. Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3 (xiv) of the Order are not applicable tothe company.
xv. The company has not entered into any non-cash transactions with the directors orpersons connected with him. Therefore paragraph 3(xv) of the Order is not applicable.
xvi. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
For GMJ & Co.
Firm Registration Number: 103429W
Membership Number: 039070
Mumbai 27 May 2016
Annexure B to the Auditor's Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of SatraProperties (India) Limited ("the Company") as of March 31 2016 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date. Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgments including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany'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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For GMJ & Co.
Firm Registration Number: 103429W
Membership Number: 039070
Mumbai 27 May 2016