To The Members of AMJ Land Holdings Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of AMJLand Holdings Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2020 the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Changes in Equity and the Statement of Cash Flows for the year ended onthat date and a summary of the significant accounting policies and other explanatoryinformation (hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 312020the profit and total comprehensive income changes in equity and its cash flows for theyear ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs) specified under section 143(10) of theAct. Our responsibilities under those SAs are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone financial statements. KeyAudit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.
|Key Audit Matter ||Auditor's Response |
|Recognition and measurement of sale/ transfer of Land held as investment property and sale/ transfer of Land and Land development rights (TDR) held as stock-in-trade. ||Our procedure included but were not limited to the following: |
| || We noted the explanations provided and opinions obtained by the management. |
|1. Sale/ transfer of Land held as Investment Property || We evaluated the reasonableness of management's judgement in application of provisions of Income tax act provisions of Laws related to sale of immovable properties and accounting standards as applicable. |
|Out of total land in Investment property land admeasuring about 3010 square meters has been surrendered/ transferred to Municipal Corporation for road widening purpose in earlier years. Owing to uncertainty on the amount and timing of receipt of the consideration in earlier years and pending finalisation and execution of relevant documentation and in accordance with accounting policy disclosed in Note 2(d) the Company has accounted such transfer of land of about 2628.48 square meters and corresponding profit in current year ended March 31 2020. || |
| || We assessed the transactions accounting followed and disclosures given in audited financial statements of previous years. For revaluation and conversion of land and certain land development rights from fixed asset into stock-in-trade in earlier years we have not re-assessed the classification and valuation but relied on the audited financial statements and disclosures made in those earlier year's financial |
|Profit on a part of such land surrendered/ transferred has not been included in accounts for current year ended March 31 2020 since the final consideration amount is not certain and cannot be measured reliably. ||statements audited by previous auditors. |
| || We examined the documents provided by the management with regards to such surrender/ transfer of land and certain communication exchanged with the Municipal Corporation. |
|2. Sale/ transfer of Land and Land development rights (TDR) held as stock-in-trade || |
| || We tested the mathematical accuracy of the |
|In the previous year 2013-14 the Company had converted one portion of land and certain land development rights (TDR) costing Rs. 0.14 lakhs from fixed asset into stock-in-trade after revaluing the assets at an amount of Rs. 1441.67 lakhs. i.e. fair value of the assets converted into stock-in-trade on 23.10.2013 ascertained by independent government approved valuer. ||calculation and accounting of profits/ gains on such transfer in books as per accounting policy and adequacy of disclosures required as per Ind AS in standalone financial statements. |
| || We evaluated the judgements and estimates used by management in computation of capital gain profit from business and profession and taxable amounts as per Income tax act. We tested the mathematical accuracy of the computation of taxable amount based on such judgements and estimates. |
|Out of the total land development rights (TDR) held as stock-in-trade a portion is sold during the year. || |
|Accordingly "sale of TRD held as stock-in-trade" is accounted as revenue from operation' during the year. || We evaluated the reasonableness of disclosures required as per Appendix C of Ind AS 12 related to uncertain tax positions. |
|Further a portion of land held as stock-in-trade is transferred and land development rights (TDR) received in exchange. Hence"sale of land held as stock-in-trade" is accounted as revenue from operation during the year and measured at fair value of the TDR received (i.e. at fair value of the non-cash consideration received as per Ind AS 115). || |
|Refer note 4(a) note 7(a) and note 23(d) of the standalone financial statements || |
|Loans given to associate company - classification measurement and impairment ||Our procedure included but were not limited to the following: |
|During the year the Company has given additional loan of Rs. 731.30 lakhs to Pudumjee Plant Laboratories Limited (the "associate company") and with this the total loan to the associate company including interest accrued is Rs. 1974.24 lakhs. Fixed repayment-terms of the loan not defined however the loan is repayable on demand. The same is classified as "Loans" in "Current financial assets" and measured at amortised cost using effective interest rate based on management's estimate. || We considered the business model and terms of the financial assets considering rights and obligation of the Company and the associate company. |
| || Obtained independent valuation report containing valuation of assets including property plant and equipment and investment properties of the associate company. Assessed the professional competence objectivity and capabilities of the valuation specialist engaged by the management. Assessed reasonableness of the assumptions used and current and future business plans of the business of the associate company's management. |
|Management has evaluated and concluded that such loan is not long-term interests that in substance form part of the Company's net investment in the associate company. || |
| || We have considered that future business plan for the associate company and the managements representation regarding obtaining future planned repayment of the short term loan given. |
|Based on the valuation report of the valuation specialist engaged by the management and based on management estimate no impairment considered necessary for the investments made in associate company. || |
| || We have assessed the appropriateness disclosures given in the standalone financial statements. |
|Refer note 5(a) and note 25(a) of the standalone financial statements. || |
The Company's Management and Board of Directors are responsible for thepreparation of the other information. The other information comprises the informationincluded in the Company's Annual Report but does not include the standalone financialstatements and our auditor's report thereon.
The Annual Report is expected to be made available to us after the dateof our auditor's report.
Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.
Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements
The Company's Management and Board of Directors are responsible for thematters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsthe profit and total comprehensive income changes in equity and its cash flows of theCompany in accordance with the Ind AS and other accounting principles generally acceptedin India.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.
In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company'sfinancial reporting process.
Auditor's Responsibilities for the Audit of the Standalone FinancialStatements
Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.
Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
Misstatements can arise due to fraud or error and are consideredmaterial if individually or in the aggregate they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these financial statements
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.
We did not audit the financial statements of a jointly controlledentity (M/s. Pudumjee G:Corp Developers).The standalone financial statements include theCompany's share of its total assets of Rs. 2213.46 lakhs as at March 31 2020 totalrevenue of Rs. 609.27 lakhs total comprehensive income (comprising of profit and othercomprehensive income) of Rs. 130.37 lakhs and net cash flows/(outflow) of Rs. 131.39 lakhsfor the year ended on that date.These financial statements have been audited by otherauditor whose report have been furnished to us by the Management. Our opinion on thestandalone financial results and our report in terms the Act insofar as it relates to theamounts and disclosures included in respect of the jointly controlled entity is basedsolely on the report of the other auditor.
Our opinion is not modified in respect of this matters.
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 in terms of Section 143(11) ofthe Act we give in "Annexure A" a statement on the matters specified inparagraphs 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.
(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.
(c) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of Section 197(16) of the Act as amended inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of Section 197 read with Schedule V of the Act.
(d) The Balance Sheet the Statement of Profit and Loss (includingother comprehensive income) the Statement of Changes in Equity and the Cash FlowStatement dealt with by this Report are in agreement with the books of account.
(e) In our opinion the aforesaid standalone financial statementscomply with the Indian Accounting Standards specified under Section 133 of the Act.
(f) On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164 (2) of the Act.
(g) With respect to the adequacy of the internal financial controlsreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in Annexure B.
(h) 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 inour opinion and to the best of our information and according to the explanations given tous:
i. The Company does not have any pending litigations as at March 312020 which would impact its financial position;
ii. The Company did not have any long-term contracts includingderivative contracts as at March 31 2020;
iii. There was a delay of few weeks in transferring unclaimed dividendof Rs. 315522/- to Investor Education and Protection Fund by the Company.
| ||For J M Agrawal & Co. Chartered Accountants Firm Registration Number: 100130W |
|Place : Pune Date : June 24 2020 ||Punit Agrawal Partner Membership Number: 148757 UDIN : 20148757AAAAAX6339 |
ANNEXURE A TO INDEPENDENT AUDITORS' REPORT
Referred to in the Independent Auditors' Report of even date to themembers of AMJ Land Holdings
Limited on the standalone financial statements as of and for the yearended March 31 2020
i. (a) The Company is maintaining proper records showing fullparticulars including quantitative details and
situation of property plant andequipment.
(b) The property plant andequipmentare physically verified by theManagement according to a phased programme designed to cover all the items over a periodof three years which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the programme a portion of theproperty plant and equipment has been physically verified by the Management during theyear and no material discrepancies have been noticed on such verification.
(c) According to the information and explanations given to us and therecords examined by us and based on the examination of the property title documentsprovided to us we report that the title deeds comprising all the immovable propertiesof land and buildings which are freehold as disclosed in Note 3 and Note 4 on propertyplant and equipment and investment properties to the financial statements are held in thename of the Company.
ii. The physical verification of inventory have been conducted atreasonable intervals by the Management during the year. No material discrepancieswerenoticed on such physical verification.
iii. The Company has granted unsecured loans to three companiescovered in the register maintained under Section 189 of the Act.
(a) In respect of the aforesaid loans the terms and conditions underwhich such loans were granted are not prejudicial to the Company's interest.
(b) In respect of the aforesaid loans no schedule for repayment ofprincipal has been stipulated by the Company. Therefore in absence of stipulation ofrepayment terms we do not make any comment on the regularity of repayment of principal.The parties are regular in payment of interest as applicable.
(c) In respect of the aforesaid loans there is no amount which isoverdue for more than ninety days.
iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 185 and 186 of theCompanies Act 2013 in respect of the loans and investments made and guarantees andsecurity provided by it.
v. The Company has not accepted any deposits from the public within themeaning of Sections 73 74 75 and 76 of the Act and the Rules framed there under to theextent notified.
vi. The Central Government of India has not specified the maintenanceof cost records under subsection (1) of Section 148 of the Act for any of the products ofthe Company.
vii. (a) According to the information and explanations given to us andthe records of the Company examined
by us in our opinion the Company is regular in depositing theundisputed statutory dues including provident fund professional tax income tax goodsand service tax and other material statutory dues as applicable with the appropriateauthorities.
(b) According to the information and explanations given to us and therecords of the Company examined by us there are no dues of income tax goods and servicetax which have not been deposited on account of any dispute.
viii. According to the records of the Company examined by us and theinformation and explanation given to us the Company has not defaulted in repayment ofloans or borrowings to any financial institution or bank or Governmentas at the balancesheet date.
ix. During the year ended March 31 2020 the Company has not raisedany moneys by way of initial public offer further public offer (including debtinstruments) and term loans. Accordingly the provisions of Clause 3(ix) of the Order arenot applicable to the Company.
x. During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company by its officers oremployees noticed or reported during the year nor have we been informed of any such caseby the Management.
xi. The Company has paid/ provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014are not applicable to it the provisions of Clause 3(xii) of the Order are not applicableto the Company.
xiii. The Company has entered into transactions with related parties incompliance with the provisions of Sections 177 and 188 of the Act. The details of suchrelated party transactions have been disclosed in the financial statements as required bythe applicable accounting standards.
xiv. The Company has not made any preferential allotment or privateplacement of shares or convertible debentures during the year under audit. Accordinglythe provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non cash transactions with itsdirectors or persons connected with him. Accordingly the provisions of Clause 3(xv) ofthe Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934. Accordingly the provisions of Clause 3(xvi) ofthe Order are not applicable to the Company.
| ||For J M Agrawal & Co. |
Firm Registration Number: 100130W
|Place : Pune Date : June 24 2020 ||Punit Agrawal |
Membership Number: 148757
UDIN : 20148757AAAAAX6339
' ANNEXURE B TO INDEPENDENT AUDITORS' REPORT
Referred to in the Independent Auditors' Report of even date to themembers of AMJ Land Holdings
Limited on the standalone financial statements for the year ended March31 2020
Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls over financialreporting of AMJ Land Holdings Limited ("the Company") as of March 312020 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
2. The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (ICAI).These responsibilities include the designimplementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliablefinancial information as required under the Act.
3. Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance withthe Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the"Guidance Note") and the Standards on Auditing deemed tobe prescribed under section 143(10) of the Act to the extent applicable to an auditofinternal financial controls both applicable to an audit of internal financial controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy ofthe internal financial controls system over financial reporting andtheir operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls overfinancial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor'sjudgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.
5. We believe that the audit evidence we have obtained is sufficientand appropriate to providea basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detailaccurately and fairly reflect thetransactions and dispositions of the assets of the company; (2)provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 ordisposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over FinancialReporting
7. Because of the inherent limitations of internal financial controlsover financial reporting including the possibility of collusion or improper managementoverride of controls material misstatementsdue to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes inconditions orthat the degree of compliance with the policies or procedures may deteriorate.
8. In our opinion the Company has in all material respects anadequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at March 312020 based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.
| ||For J M Agrawal & Co. |
Firm Registration Number: 100130W
|Place : Pune Date : June 24 2020 ||Punit Agrawal |
Membership Number: 148757
UDIN : 20148757AAAAAX6339