TO THE MEMBERS OF FGP LIMITED
Report on the audit of Indian Accounting Standards (Ind AS) financialstatements
We have audited the Standalone Ind AS financial statements of FGPLimited ("the Company") which comprise the balance sheet as at March 31 2020and the Statement of Profit and Loss and statement of changes in equity and statement ofcash flows for the year then ended and notes to the Ind AS financial statementsincluding a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Ind AS financial statements give the informationrequired by the Companies Act 2013 ('Act') in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2020 its loss including othercomprehensive income for the year ended changes in equity and its cash flows for the yearended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Ind AS financial statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the Ind AS financial statements under the provisions of the companies Act 2013 and therules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the code of ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Ind AS financial statements of the currentperiod. These matters were addressed in the context of our audit of the Ind AS financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.
We have determined that there are no key audit report matters tocommunicate in our report for the year ended 31st March 2020.
Management's responsibility for the financial statements
The Company's Board of Directors are responsible for the matters statedin section 134 (5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone Ind AS financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 Ind AS financial statementthat give a true and fair view and are free from material misstatement whether due tofraud or error.
In preparing the Ind AS financial statements management is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting 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 also responsible for overseeing theCompany's financial reporting process.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether thefinancial 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 Ind AS 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 theInd AS 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 control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls system in placeand 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 Ind AS 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 theInd AS financial statements including the disclosures and whether the financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
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 Ind ASfinancial 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.
Report on other legal and regulatory requirements
1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the "Annexure A" astatement 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 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 have beenkept by the Company so far as it appears from our examination of those books;
c. The Balance Sheet the Statement of Profit and Loss and the cashflow statement dealt with by this report are in agreement with the books of account;
d. In our opinion the aforesaid Ind AS financial statements complywith the accounting standards specified under section 133 of the Act read with rule 7 ofthe Companies (Accounts) Rules 2014;
e. On the basis of the written representations received from thedirectors as on 31st March 2020 taken on record by the board of directors none of thedirectors is disqualified as on 31st March 2020 from being appointed as a director interms of Section 164 (2) of the Act;
f. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure B".
g. With respect to the other matters to be included in the Auditor'sReport 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 has disclosed impact of all pending litigations whichwould impact its financial position in its financial statements;
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 of the Independent Auditor's Report of evendate to the member of FGP Limited on the Ind AS financial statements as at and forthe year ended March 312020)
On the basis of such checks as we considered appropriate and in termsof the information and explanations given to us we state that: -
i. In respect of the Company's fixed assets:
(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.
(b) The fixed assets of the Company have been physically verified bythe management during the year at regular intervals. According to the information andexplanations given to us and as examined by us no material discrepancies were noticed onsuch verification.
(c) The title deeds of immovable properties as disclosed under Note 1to financial statements are held in the name of the company except Hampton CourtWoodhouse road Colaba Mumbai which is in dispute pending before appellate authority.
ii. The company does not have any inventory as on 31st March 2020 orduring the year. Hence the provisions of Clause 3(ii) of the Order are not applicable tothe Company.
iii. The Company has not granted any loans or advances in the nature ofloans to parties covered in the register maintained under Section 189 of the CompaniesAct 2013. Hence the question of reporting whether the terms and conditions areprejudicial to the interest of the Company whether reasonable steps for recovery of overdues of such loans are taken does not arise.
iv. In our opinion and according to the information and explanationsgiven to us company has complied with the provision of section 185 and 186 of theCompanies Act 2013 In respect of loans guarantee and security.
v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits within the meaning of Sections 73to 76 or any other relevant provisions of the Companies Act 2013 and the rules framedthere under.
vi. According to the information and explanations given to us theCentral Government has not prescribed maintenance of cost records under section 148(1) ofCompanies Act 2013.
vii. a. According to the information and explanations
given to us and based on the records of the Company examined by us inour opinion the Company is regular in depositing the undisputed
statutory dues including Provident Fund 'Employees' State InsuranceIncome-tax Sales- tax Wealth Tax Goods and Service Tax Custom Duty Excise Duty andother material statutory dues as applicable with the appropriate authorities.
b. According to the information and explanations given to us and basedon the records of the Company examined by us there are no dues of Income Tax Wealth TaxGoods and Service Tax Sales Tax Customs Duty and Excise Duty which have not beendeposited on account of any disputes except the following dues:
|Name of Statute ||Nature of dues ||Disputed Amount (Rs. in lakhs) ||Period to which amount relates ||Forum where dispute is pending |
|Income Tax Act 1961 ||Tax ||211.77 ||A.Y. 1999 2000 ||High Court |
|Income Tax Act 1961 ||Tax ||86.29 ||A.Y. 2004-05 ||High Court |
|Income Tax Act 1961 ||Tax ||121.50 ||A.Y. 2005-06 ||High Court |
|Income Tax Act 1961 ||Tax ||25.89 ||A.Y. 2006-07 ||High Court |
|Income Tax Act 1961 ||Tax ||33.51 ||A.Y. 2007-08 ||High Court |
|Income Tax Act 1961 ||Tax ||19.31 ||A.Y. 2008-09 ||High Court |
|Income Tax Act 1961 ||Tax ||0.018 ||A.Y. 2010-11 ||Order giving effect of CIT A received on 09.03.2017 ITAT Appeal Heard Order Awaited. Details of working not received from Department. |
|Income Tax Act 1961 ||Tax ||0.03 ||A.Y. 2011-12 ||Order giving effect of CIT A received on 09.03.2017. All issues are in favor of the Company No Appeal at ITAT from Company. Details of working not received from Department. |
viii. According to the records of the Company the Company has notborrowed from financial institutions or banks or Government or has not issued anydebentures till March 31 2020. Accordingly provisions of Clause 3(viii) of the Order arenot applicable to the Company.
ix. According to the information and explanations given to us and therecords of the Company examined by us the Company has not raised any money by way ofinitial public offer or further public offer and term loans during the year. Accordinglyprovisions of Clause 3(ix) of the Order are not 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. Managerial remuneration has been provided in accordance withrequisite approval as mandated by the provisions of Section 197 read with Schedule V ofthe Act.
xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly the provisions of Clause3(xii) of the Order are not applicable.
xiii. In our opinion and as per information and explanations providedto us by management all the transactions with the related parties are in compliance withthe provisions of sections 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the financial statements as required under AccountingStandard (AS) 18 Related Party Disclosures specified under Section 133 of the Act readwith rule 7 of the Companies (Accounts) Rules 2014.
xiv. The company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.Accordingly provisions of Clause 3(xiv) of the Order are not applicable to the company.
xv. According to the records of the Company examined by us and theinformation and explanations given to us the company has not entered into any non-cashtransactions with its directors or persons connected with him. Accordingly the provisionsof Clause 3(xv) of the 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.
ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2(f) under 'Report on other legal andregulatory requirements' section of our report of even date)
Report on the internal financial controls over financial reportingunder clause (i) of sub - section 3 of section 143 of the Companies Act 2013 ("theAct")
We have audited the internal financial controls over financialreporting of FGP Limited ("the Company") as at March 31 2020 in conjunctionwith our audit of the 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 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 design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Companies Act 2013.
Our responsibility is to express an opinion on the internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the standards on auditing prescribed under Section 143 (10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols. Those standards and the guidance note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting were established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial
controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement in the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrol system over financial reporting.
Meaning of internal financial controls over financial reporting
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 the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;
(2) Provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and
(3) Provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould 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 overfinancial reporting including the possibility of collusion or improper management ofoverride of controls material misstatements due 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 in conditions or that the degreeof compliance with the policies or procedures may deteriorate.
In our opinion and according to the information and explanations givento us the Company has in all material respects an adequate internal financial controlsystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2020 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 MVK Associates |
| ||Chartered Accountants |
| ||Firm Registration No. 120222W |
| ||CA. R. P. Ladha |
| ||Partner |
|Place: Mumbai ||Membership No. 048195 |
|Date: 23/06/2020 ||UDIN: 20048195AAAABO6600 |