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Shoppers Stop Ltd.

BSE: 532638 Sector: Industrials
NSE: SHOPERSTOP ISIN Code: INE498B01024
BSE LIVE 15:40 | 22 Sep 416.45 -14.60
(-3.39%)
OPEN

435.00

HIGH

435.00

LOW

415.00

NSE 15:45 | 22 Sep 418.10 -12.80
(-2.97%)
OPEN

435.00

HIGH

438.00

LOW

414.35

OPEN 435.00
PREVIOUS CLOSE 431.05
VOLUME 6468
52-Week high 452.90
52-Week low 265.00
P/E 123.58
Mkt Cap.(Rs cr) 3,478
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 435.00
CLOSE 431.05
VOLUME 6468
52-Week high 452.90
52-Week low 265.00
P/E 123.58
Mkt Cap.(Rs cr) 3,478
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shoppers Stop Ltd. (SHOPERSTOP) - Auditors Report

Company auditors report

Independent Auditors' Report

TO THE MEMBERS OF SHOPPERS STOP LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Shoppers StopLimited ("the Company") which comprise the Balance Sheet as at 31 March 2017and the Statement of Profit and Loss (including Other

Comprehensive Income) the Statement of Cash Flows and the Statement of Changes inEquity for the year then ended and a summary of the significant policies and otherexplanatory information.

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 preparationof these standalone financial statements that give a true and fair view of the financialposition financial performance (including other comprehensive income) cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) prescribed undersection 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalonefinancial . statementsbased on our audit

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in accordance with theStandards on

Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assuranceaccounting about whether the standalone financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate toprovide 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 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 of the state of affairs of the Companyas at 31 March 2017 and its loss total comprehensive loss cash flows and the changes inequity for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone financialstatements:

a) Note 30 to the financial statements regarding non-provision of service tax for theperiod 1 June 2007 to 31 March 2010 on renting of immovable properties given forcommercial use aggregating to Rs. 1659.56 lacs (2016: Rs. 1659.56 lacs) pending finaldisposal of the appeal filed before the Supreme Court inter alia challenging theretrospective levy of the service tax. The matter is contingent upon the final outcome ofthe litigation.

b) Note 31 to the financial statements regarding the

Company's equity investment in Hypercity Retail (India) Limited a subsidiary company.The Company has recognised an impairment of Rs. 3600.00 lacs for diminution in value ofthe investment and has determined that no further impairment is required at this stage forthe reasons stated in the note.

Our opinion is not modified inrespect . ofthese matters

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit we report to theextent applicable that:

a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Cash Flows and the Statement of Changes in Equity dealt with bythis Report are in agreement with the relevant books of account.

d) In our opinion the standalone financial statements comply with the IndianAccounting Standards prescribed under section 133 of the Act.

e) On the basis of written representations received from the directors as on 31 March2017 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31 March 2017 from being appointed as a director in terms of Section 164(2) of theAct.

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 A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

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 explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements in accordance with the generally acceptedaccounting practice; ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses; iii. There hasbeen no delay in transferring amounts required to be transferred to the InvestorEducation and Protection Fund by the Company;The Company has provided requisitedisclosures in the standalone financial statements as regards its holding and dealings inSpecified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8 November 2016of the Ministry of Finance during the period from 8 November 2016 to 30 December 2016.Based on audit procedures performed and the representations provided to us by themanagement we report that the disclosures are in accordance with the books of accountmaintained by the Company and as produced to us by the Management.

2. As required by the Companies (Auditor's Report)

Order 2016 ("the Order") issued by the Central Government in terms ofSection 143(11) of the Act we give in "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

Firm's Registration No. 117366W/W-100018

P.B. Pardiwalla

Partner

(Membership No. 40005)

Mumbai: 5 May 2017

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date on the accounts of Shoppers Stop Limited("the Company") for the year ended 31 March 2017)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ShoppersStop Limited ("the Company") as of 31 March 2017 in conjunction with our auditof 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 internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering . the essential components of internal controlstated 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 designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013.

Auditor's Responsibility

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") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. 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 judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial reportingcontrolssystemoverfinancial

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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 overfinancialreporting including the possibility of collusion or improper management overrideof controls material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financialcontrols 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.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31 March 2017 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents 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 DELOITTE HASKINS & SELLS LLP

Chartered Accountants

Firm's Registration No. 117366W/W-100018

P.B. Pardiwalla

Partner

(Membership No. 40005)

Mumbai: 5 May 2017

ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date on the accounts of Shoppers Stop Limited("the Company") for the year ended 31 March 2017)

(i) In respect of fixed assets:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of the fixed assets.

b) Some of the fixed assets were physically verified during the year by the managementin accordance with a regular programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.

c) The Company does not have any immovable properties of freehold or leasehold land andbuilding and hence reporting under clause (i)

(c) of the Order is not applicable.

(ii) As explained to us the inventories were physically verified during the year bythe Management at reasonable intervals and as explained to us no material discrepancieswere noticed on physical verification.

(iii) According to the information and explanations given to us the Company hasgranted unsecured loans to companies covered in the register maintained under section 189of the Companies Act 2013 in respect of which:

a. The terms and conditions of the grant of such loans are in our opinion primafacie not prejudicial to the Company's interest.

b. There is no schedule of repayment of principal and payment of interest that has beenstipulated. The repayment of principal we are informed is "on demand". TheCompany receives interest payments regularly.

c. Loan given in an earlier year to one party has been fully provided for and nointerest has been received.

(iv) According to the information and explanations given to us the Company hascomplied with the provisions of Sections 185 and 186 of the Companies Act 2013 in respectof grant of loans making investments and providing guarantees and securities asapplicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year. There are no unclaimed deposits to which theprovisions of Sections 73 to 76 or any other relevant provisions of the Companies Act2013 would apply.

(vi) The maintenance of cost records has not been specified by the Central Governmentunder section 148(1) of the Companies Act 2013.

(vii) According to the information and explanation given to us and the records of theCompany examined by us in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income Tax Sales Tax Service TaxDuty of Customs Duty of Excise Value Added Tax Cess and other material statutory duesapplicable to it with the appropriate authorities. There were no undisputed amountspayable in respect of the aforesaid dues in arrears as at 31 March 2017 for a period ofmore than six months from the date they became payable.

b) There were no dues of Sales Tax and Duty of Excise as applicable which have notbeen deposited as at 31 March 2017 on account of any dispute with the relevantauthorities. The details of dues of Income Tax Service Tax

Duty of Customs and Value Added tax which have not been deposited as at 31 March 2017on account of any disputes are given below:

Name of the Statute Nature of Period to which Forum where dispute is pending Amount
dues the amount relates Rs. ( in Lacs)*
The Income Tax Act 1961 Income Tax 2013-14 Appellate Authority – Commissioner level 380.75
Finance Act 1994 Service Tax May 2006 to May 2007 Appellate Authority – Tribunal level 775.97
The West Bengal Value Added Tax Act 2005 Value Added Tax 2010-11 Appellate Authority – Commissioner level 0.39
West Bengal Tax on Entry of Goods into Local Areas Act 2012 Entry Tax 2013-14 Appellate Authority – Commissioner level 4.76
Tamil Nadu Value Added Tax Act 2006 Value Added Tax 2013-14 Appellate Authority – Commissioner level 1.83
The Customs Act 1962 Duty of 2008 Appellate Authority – Tribunal level 5.17
Customs 2012 Appellate Authority – Tribunal level 37.44

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans to banks. The Company has nottaken loans or borrowings from the financial institutions and government and has notissued any debentures.

(ix) In our opinion and according to the information and explanations given to us termloans have been applied by the Company during the year for the purposes for which theywere raised. The Company has not raised moneys by way of initial public offer or furtherpublic offer during the year.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no significant Company by its officers oremployees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) ofthe Order is not applicable.

(xiii) According to the information and explanations given to us the Company hascomplied with Section 177 and 188 of the Companies Act 2013 where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the financial statements etc. as required by the applicable accountingstandards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash fraud on the transactionswith its directors or persons connected with him and hence provisions of section 192 ofthe Companies Act 2013 are not applicable.

(xvi) In our opinion and according to information and explanations provided to us theCompany is not required to be registered under section 45-IA of the

Reserve Bank of India Act 1934.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

Firm's Registration No. 117366W/W-100018

P.B. Pardiwalla

Partner

(Membership No. 40005)

Mumbai: 5 May 2017