TO THE MEMBERS OF ATLANTA LIMITED
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Atlanta Limited("the Company") which comprise the Balance Sheet as at March 31 2019 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year ended on that date and asummary of the significant accounting 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 standalone financial statements give the information requiredby the Companies Act 2013 ("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) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2019 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards 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.
Emphasis of matters
i) Attention is drawn to Note no. 3.17(b) 3.17(c)3.17(d) & 3.17(e) regardingclassification of loan accounts as Non-current liabilities in the financial statement ofthe Company despite the facts that lenders Banks have classified the said loan accountsas NonPerforming Assets (NPA) and issued recalled notice demanding the repayment of entireloan against which the Company has filed Commercial Suit in the High Court. Pending theadjudication of Suit the Company has continued to classify these loan accounts asnon-current liability in the financial statement of the Company.
ii) Attention is drawn to Note no. 5 to the Standalone Financial Statements regardingpreparation of the financial statements of the company on the basis of continued goingconcern assumption based on the management's views in respect of certain adversedevelopments referred to in the Note No. 5.
Our opinion is not modified in respect of the above matters
Key Audit Matters
Key audit matters are those matters that in our professional judgment 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 keyaudit matters to be communicated in our report.
|Key Audit Matter ||Auditor's Response |
|1 Evaluation of uncertain tax positions The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. Refer Notes 4(e) (f) and (g) to the Standalone Financial Statements ||Principal Audit Procedures Obtained details of completed tax assessments and demands for the year ended March 31 2016 from management. We involved our internal experts to challenge the management's underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions. Additionally we considered the effect of new information in respect of uncertain tax positions as at April 1 2019 to evaluate whether any change was required to management's position on these uncertainties. |
|2 Evaluation of Major Trade Payable written back Trade payables related to projects which are no longer required are written back due to non-compliance of defect liability clause by the parties and / or due to the fact that claims if any by the parties are beyond the period of limitation. Refer Notes 3.28(a) to the Standalone Financial Statements ||Principal Audit Procedures Obtained details of all trade payable outstanding as well as payable and analysed the party wise ageing of the trade payable and the relevant correspondence with parties. |
|3 Evaluation of Substantial assets written off and disposed of ||Principal Audit Procedures Verification of residual value of each asset from fixed assets register. |
| || Sales invoices and management approval note for comparative offers from prospective buyers. |
| || Obtain list of all fixed asset disposed during the period and agree with fixed assets' schedule and fixed assets register (Completeness and Occurrence). |
| || Check that cost and accumulated depreciation has been removed from books of accounts and fixed assets' register. |
| || Select a sample of disposals and agree Cost and Accumulated Depreciation with Fixed Assets' Register and Sale Price with Invoice. Recalculate profit or loss recognized on disposal of assets (Accuracy). |
The Company's Board of Directors is responsible for the preparation of the otherinformation.
The other information comprises the information included in the Management Discussionand Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the standalone financial 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 information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information; 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 position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue 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's financial reportingprocess.
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 judgment andmaintain professional scepticism 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 financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness 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 uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue 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 aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the 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 Section 143(3) of the Act based on our audit 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.
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 Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.
d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.
e) On the basis of the written representations received from the directors as on March312019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312019 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 the requirements of section 197(16) of the Act as amended: In our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe 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 Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements.
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
For SURESH C MANIAR & CO
Firm Registration Number 110663W
K. V. SHETH
M. NO. 30063
Date: 20th May 2019
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1(f) under Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Atlanta Limited of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of ATLANTALIMITED ("the Company") as of March 31 2019 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. 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 respective 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 ofreliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidanc e Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated 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 internal financial controls system overfinancial reporting of the Company.
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.
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 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 March 31 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.
For SURESH C MANIAR & CO
Firm Registration Number 110663W
K. V. SHETH
M. NO. 30063
Date: 20th May 2019
ANNEXURE B' TO THE INDEPENDENT AUDITOR'S REPORT
Referred to in paragraph 1 under the heading Report on Other Legal &Regulatory Requirement' of our report of even date to the standalone restated Ind ASfinancial statements of the Company for the year ended March 312019 we report that:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;
(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of two years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the company.
(d) We draw attention to Note 5 in the financial statements. The company has sold asubstantial part of its fixed assets during the year covered by our report. The companyhas so far not made any plans to replace the fixed assets that have been sold. Thesefactors along with other matters as set forth in note 5 indication of existence ofmaterial uncertainties which may cast significant doubt on the companies' ability tocontinue as a going concern.
(ii) (a) As explained to us the inventories have been physically verified during theyear by the management. In our opinion having regard to the nature and location ofinventories the frequency of the physical verification is reasonable.
(b) In our opinion the discrepancies noticed on physical verification of theinventories were not material in relation to the operations of the Company and the samehave been properly dealt with in the books of account.
(iii) The Company has granted interest free unsecured loans of '23389467/-to fourbodies corporate covered in the register maintained under section 189 of the CompaniesAct 2013 (the Act') and balance outstanding and maximum balance as on 31st March2019 were ' 1287852310/- and ' 1288834592/- respectively.
(a) I n our opinion other terms and conditions on which the loans had been granted tothe bodies corporate listed in the register maintained under Section 189 of the Act werenot prima facie prejudicial to the interest of the Company
(b) I n the case of the loans granted to the bodies corporate listed in the registermaintained under section 189 of the Act the borrowers have been regular in the repaymentof principal on demand. All loans given are interest free hence question of payment of theinterest does not arise. The terms of arrangements do not stipulate any repayment scheduleand the loans are repayable on demand.
(c) There are no overdue amount for more than 90 days in respects of the loan grantedto body corporate listed in the register maintained under section 189 of the Act.
(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 Act 2013in respect of loans investments guarantees and security.
(v) The Company has during the year not accepted any deposits from the public andhence the directives issued by the Reserve Bank of India and the provisions of Sections 73to 76 or any other relevant provisions of the Act and the Companies (Acceptance ofDeposit) Rules 2015 or any rules framed there under with regard to the deposits acceptedfrom the public are not applicable. No order has been passed by Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any court or any other tribunalon the company.
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuantto the Companies (Cost records and audit) Rules 2014 and as prescribed by the CentralGovernment under section 148(1) of the Act and are of the opinion that prima- facie theprescribed accounts and cost records have been made and maintained by the Company. We havenot however made a detailed examination of the cost records with a view to determiningwhether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund income taxsales tax wealth tax duty of excise service tax goods and service tax duty ofcustoms employee's state insurance value added tax cess and other material statutorydues have been regularly deposited with few delay in some cases during the year by theCompany with the appropriate authorities.
(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income tax sales tax wealth tax service taxgoods and service tax duty of excise duty of customs value added tax cess and othermaterial statutory dues were in arrears as at 31 March 2019 for a period of more than sixmonths from the date they became payable except income tax dues for the financial yearending on 31st March2017 amounting to ' 130962840/- and interest payablethereon.
(c) According to the information and explanations given to us there are no dues ofincome tax sales tax service tax duty of customs duty of excise valued added taxgoods and service tax and other material statutory dues which have not been deposited withthe appropriate authorities on account of any dispute except for the following:
|Name of the statute ||Nature of dues ||Amount in ' ||Period to which the amount relates ||Forum where dispute is pending |
|Income Tax Act1961 ||Income Tax ||3008036/- ||AY 2010-11 ||CIT(A) Mumbai |
|Income Tax Act1961 ||Income Tax ||23355104/- ||AY 2013-14 ||CIT(A) Mumbai |
|Income Tax Act1961 ||Income Tax ||97731016/- ||AY 2016-17 ||CIT(A) Mumbai |
|Sales Tax & Value Added Tax Laws ||Sales Tax ||49291421/- ||F.Y.2011-12 ||Bombay High Court |
|Sales Tax & Value Added Tax Laws ||Sales Tax ||93009884/- ||F.Y.2012-13 ||Bombay High Court |
|Sales Tax & Value Added Tax Laws ||Sales Tax ||57817426/- ||F.Y.2013-14 ||Bombay High Court |
|Sales Tax & Value Added Tax Laws ||Sales Tax ||93009883/- ||F.Y.2014-15 ||Bombay High Court |
|Finance Act1994 ||Service Tax ||2760079/- ||F.Y.2009-10 ||The Commissioner (Appeals) Customs Central Excise & Service Tax |
|Finance Act1994 ||Service Tax ||36300320/- ||F.Y.2007- 08-09 ||The Assistant Registrar Customs Excise & Service Tax Appellate Tribunal |
|Finance Act1994 ||Service Tax ||28325388/- ||July-2004 to November 2006. ||Customs Excise & Service Tax Appellate Tribunal Kolkata |
(viii) Based on our Audit procedures and according to information and explanation givento us the Company has paid dues to banks with certain delay. The Company has overdueoutstanding dues to financial institutions banks or debenture holders as at 31st March2019 (the said dues are disputed by the Company under a suit filed against the LenderBanks) and the details are as under:
|Name of the Bank / financial Institution ||Amount ||Nature ||Period |
|State Bank of India ||8605714/- ||Interest ||January19 to March19 |
|State Bank of India ||9465189/- ||Principal ||December18 March19 |
|Union Bank of India ||20629159/- ||Interest ||September18 to March19 |
|Union Bank of India ||15742382/- ||Principal ||September18 to March19 |
|Corporation Bank ||16066095/- ||Interest ||June18 to March19 |
|Corporation Bank ||42143302/- ||Principal ||March18 to March19 |
|Dena Bank ||18344775/- ||Interest ||November18 to March19 |
|Dena Bank ||33669894/- ||Principal ||September18 to March19 |
(ix) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not raised moneys by way of initial public offeror further public offer including debt instruments. The term loans have been applied forthe purpose for which they were obtained.
(x) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.
(xi) Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has been paid or provided is inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act;
(xii) I n our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.
(xiii) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting 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 and hence not commented upon.
(xv) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.
(xvi) In our opinion the company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi)of the Order are not applicable to the Company and hence not commented upon.
For SURESH C MANIAR & CO
Firm Registration Number 110663W
K. V. SHETH
M. NO. 30063
Date: 20th May 2019