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Apollo Sindoori Hotels Ltd.

BSE: 532752 Sector: Services
NSE: APOLSINHOT ISIN Code: INE451F01024
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Apollo Sindoori Hotels Ltd. (APOLSINHOT) - Auditors Report

Company auditors report

FOR THE YEAR ENDED 31ST MARCH 2019

TO THE MEMBERS OF APOLLO SINDOORI HOTELS LIMITED

Report on the audit of the standalone financial statements

Opinion

We have audited the standalone financial statements of Apollo Sindoori HotelsLimited ("the Company") which comprise the Balance Sheet as at 31st March2019 and the Statement of Profit and Loss (including Other Compre- hensive Income)Statement of Changes in Equity and the Statement of Cash Flows for the year then endedand Notes to the Standalone Financial Statements including a summary of the SignificantAccounting 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 explanationsgiven to us the aforesaid Stand- alone Financial Statements give the information requiredby the Companies Act2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under Section133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at 31st March 2019 the Profit (including OtherComprehensive Income) the changes in Equity and its cash flows for the year ended onthat 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 arefurther described in the "Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements" section of our report. We are independent of the Company inaccor- dance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of theStandalone Financial Statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with these require-ments and the Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion on the Standalone FinancialStatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgement were of mostsignificance 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 FinancialStatements as a whole and in forming our opinion thereon and we do not provide a separateopinion on these matters.

We have determined the matters described below to be the key audit matters to becommunicated in our report.

S. No. Key Audit Matter Response to Key Audit Matter
1 Cash sales Our audit procedures included:
About 20% of the food and beverage sale is by way of cash sale at the food counters at various locations. • Assessment of checks and balances available - concur- rent audit system in place and periodical rotation of ca- shiers.
Hence this is considered significant as there are chances of under-booking of sales delayed deposit of cash or misap- propriation of cash. • Assessment of controls over billing - software used as against hand-held devices.
• Assessment of controls over banking of cash collections - Bank representative picks up the cash on a daily basis.
• Assessment of controls over periodical stock-take and the related procedures.

Information other than the Standalone Financial Statements and Auditor's report thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other informa- tion comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report CorporateGovernance Report and Shareholders' Information but does not in- clude the StandaloneFinancial Statements and our auditor's report thereon.

Our opinion on the Standalone Financial Statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements our responsibilityis to read the other infor- mation and in doing so consider whether the otherinformation is materially inconsistent with the Standalone Financial Statements or ourknowledge obtained during the course of our audit or otherwise appears to be ma- teriallymisstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other infor- mation we are required to report that fact. We havenothing to report in this regard.

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 Act with respect to the preparation of these Standalone Financial Statementsthat give a true and fair view of the financial posi- tion financial performance changesin equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the accounting standards specified under Section133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irreg- ularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Financial 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 is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease op- erations or has norealistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the StandaloneFinancial Statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional skep- ticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of the StandaloneFinancial Statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal controls relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Companies Act2013 we are also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by Management.

• Conclude on the appropriateness of Management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncer- taintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the Standalone Financial Statements or if such disclosures are inadequateto modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the StandaloneFinancial Statements including the disclosures and whether the Standalone FinancialStatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statementsthat individually or in ag- gregate makes it probable that the economic decisions of areasonably knowledgeable user of the Standalone Financial Statements may be influenced. Weconsider quantitative materiality and qualitative factors (i) in plan- ning the scope ofour audit and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the Standalone Financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone Financial Statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in Annexure-Aa statement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.

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 purposes of our audit of the StandaloneFinancial Statements.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it ap- pears from our examination of those books.

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

(d) In our opinion the aforesaid Standalone Financial Statements comply with theAccounting Standards speci- fied under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules2014.

(e) On the basis of the written representations received from the Directors as on 31stMarch 2019 taken on record by the Board of Directors none of the Directors isdisqualified as on 31st March 2019 from being appointed as a Director in terms of Section164(2) of the Act.

(f) With respect to the adequacy of internal financial controls with reference tofinancial statements of the Com- pany and the operating effectiveness of such controlsrefer to our separate report in Annexure-B. Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls withreference to financial statements.

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of Section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuner- ation paid by the Company to its Directors during the year is inaccordance with the provisions of Section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Com- panies (Audit and Auditors) Rules2014 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.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

For P.Chandrasekar LLP
Chartered Accountants
FRN: 000580S/S200066
Place: Chennai S. Sriram
Date: 30th May 2019 Partner
Membership No.: 205496

ANNEXURE-A TO THE INDEPENDENT AUDITOR'S REPORT FOR THE YEAR ENDED 31ST MARCH 2019

(Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" section of our report to the Members of Apollo Sindoori Hotels Limitedof even date)

i. In respect of the Company's fixed assets:

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

b) As explained to us these fixed assets have been physically verified by theManagement at regular intervals; as informed to us no material discrepancies were noticedon such verification.

c) The Company did not have any immovable property during the year.

ii. According to the information and explanations given to us the Management hasconducted physical verification of inventory at reasonable intervals and no materialdiscrepancies were noticed.

iii. According to the information and explanations given to us and on the basis of ourexamination of the books of account the Company has granted unsecured non-interestbearing advance of L174.53 lakh to its wholly-owned subsidiary covered in the registermaintained under Section 189 of the Companies Act2013 in respect of which:

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

b) The schedule of repayment of principal has been stipulated and the repayment is notyet due.

c) There is no overdue amount remaining outstanding as 31st March 2019.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act2013in respect of grant of loans making investments and providing guarantees or securitiesas applicable.

v. The Company has not accepted any deposits from public.

vi. According to the information and explanations given to us the Company is notrequired to maintain cost records pursuant to the Rules prescribed by the CentralGovernment for maintenance of cost records under Section 148(1) of the Companies Act2013.

vii. According to the information and explanations given to us in respect of statutorydues:

a) the Company is regular in depositing with the appropriate authorities the undisputedstatutory dues including Provident Fund Employees' State Insurance Income Tax ServiceTax Sales Tax Customs Duty Excise Duty Cess Goods and Service Tax though there havebeen delays in few cases. To the best of our knowl- edge and according to the informationand explanations given to us undisputed amounts payable in respect of Service Taxaggregating to L12.68 lakh were in arrears as at 31st March 2019 for a period of more thansix months from the date they become payable.

b) Details of dues of various taxes viz. Income Tax Sales Tax VAT Service TaxCustoms Duty Excise Duty not deposited as on 31st March 2019 on account of disputes aregiven below:

Name of the Statute Nature of the dues Amount (##Rs## lakh) Forum where the dispute is pending Period to which the dues belong to
Finance Act Service Tax 570.07 Commissioner (Appeals) Apr 2013 to Jun 2017

viii. On the basis of verification of records and according to the information andexplanations given to us the Com- pany has not defaulted in repayment of loans orborrowing to a financial institution bank Government or dues to debenture holders.

ix. In our opinion and according to the information and explanations given to us theCompany has not raised monies by way of initial public offer or further public offer(including debt instruments) during the year. The term loans availed were applied for thepurposes for which they were raised.

x. Based upon the audit procedures performed for the purpose of reporting the true andfair view of the Stand- alone Financial Statements and as per the information andexplanations given to us by the Management no fraud by the Company and no fraud on theCompany by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to usmanagerial remuneration paid or provided has been in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the CompaniesAct2013.

xii. The Company is not a Nidhi Company and hence compliance with the provisions of theNidhi Rules is not applicable.

xiii. In our opinion and according to the information and explanations given to us alltransactions with related parties are in compliance with Sections 177 and 188 of theCompanies Act 2013 where applicable and the details have been disclosed in the StandaloneFinancial Statements as required by the applicable accounting standards.

xiv. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

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 transactions with itsDirectors or persons connected with him which will come under the purview of Section 192of the Companies Act 2013.

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

Place: Chennai For P. Chandrasekar LLP
Date: 30th May 2019 Chartered Accountants
FRN: 000580S/S200066 S. Sriram
Partner
Membership No.: 205496

ANNEXURE-B TO THE INDEPENDENT AUDITOR'S REPORT FOR THE YEAR ENDED 31ST MARCH 2019

(Referred to in paragraph 2 under "Report on Other Legal and RegulatoryRequirements" section of our report to the Members of Apollo Sindoori Hotels Limitedof even date)

Report on the Internal Financial Controls with reference to financial statements underSection 143(3)(i) of the Companies Act2013 (" the Act")

We have audited the internal financial controls with reference to financial statementsof Apollo Sindoori Hotels Limited ("the Company") as of 31st March 2019 inconjunction with our audit of the Ind AS standalone financial statements of the Companyfor 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 compo- nents of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over Financial Report-ing issued 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 Companies Act2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting ("the Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under Section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to financial statements werein place and if such controls were operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial con- trols with reference to financialstatements included obtaining an understanding of internal financial controls withreference to financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone financial statementswhether 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 controls withreference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial controls with reference to financial statements aredesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial controls withreference to financial statements includes those policies and procedures that

a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the com- pany; and

c) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or dis- position of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to the standalone financial statements and such internal financialcontrols were operating effectively as at 31st March 2019 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 FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

Place: Chennai For P.Chandrasekar LLP
Date: 30th May 2019 Chartered Accountants
FRN: 000580S/S200066
S. Sriram
Partner
Membership No.: 205496

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