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High Ground Enterprise Ltd.

BSE: 517080 Sector: Others
NSE: HIGHGROUND ISIN Code: INE361M01021
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OPEN 0.48
PREVIOUS CLOSE 0.48
VOLUME 29000
52-Week high 8.71
52-Week low 0.41
P/E 0.37
Mkt Cap.(Rs cr) 6
Buy Price 0.49
Buy Qty 1950.00
Sell Price 0.48
Sell Qty 470.00
OPEN 0.48
CLOSE 0.48
VOLUME 29000
52-Week high 8.71
52-Week low 0.41
P/E 0.37
Mkt Cap.(Rs cr) 6
Buy Price 0.49
Buy Qty 1950.00
Sell Price 0.48
Sell Qty 470.00

High Ground Enterprise Ltd. (HIGHGROUND) - Auditors Report

Company auditors report

Report on the Financial Statements

(1) We have audited the accompanying Standalone financial statements of High GroundEnterprise Limited (‘the Company') which comprise the Balance Sheet as at March312018 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year ended and a summary ofthe significant accounting policies and other explanatory information.

(2) The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 (‘the Act') with respect to the preparation ofthese standalone financial statements that give true and fair view of the state of affairs(financial position) profit or loss (financial performance including other comprehensiveincome) cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards(‘Ind AS') specified under Section 133 of the Companies Act 2013 (‘TheAct") read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding 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 financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility

(3) Our responsibility is to express an opinion on these Standalone financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143 (10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

(4) (4) An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company's preparation ofthe financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements.

(5) We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion.

Opinion

(6) In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including Ind AS specified under Section133 of the Act of the state of affairs (financial position) of the Company as at March312018 and its Profit (financial performance including other comprehensive income) itsCash Flows and the changes in equity for the year ended on that date.

Other Matter

The Company had prepared separate sets of statutory financial statements for the yearended 31st March 2017 and 31st March 2016 in accordance with Accounting Standardsprescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 (as amended) on which we issued auditor's reports to the shareholders of theCompany dated 30th May 2017 and 30th May 2016 respectively. These financial statementshave been adjusted for the differences in the accounting principles adopted by the companyon transition to Ind As which have also been audited by us. Our opinion is not modifiedin respect of this matter.

Report on Other Legal and Regulatory Requirements

(7) As required by the Companies (Auditor's Report) Order 2016 ("theOrder") as amended issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order.

(8) 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 purpose 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;

d. in our opinion the aforesaid financial statements comply with the AccountingStandards specified under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

e. On the basis of written representations received from the directors as on March312018 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of Section 164 (2) of theAct.

f. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 312018 based on internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India. (Refer to our report in Annexure "B")

g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed all its pending litigations in the notes to accounts;

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

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For and on behalf of Jain Chowdhary & Co.

Chartered Accountants FR No.113267W

Siddharth Jain

Partner

M.No.104709

Dated: 30th May 2018

Place: Mumbai

Annexure A" to the Independent Auditors' Report

Referred to in paragraph 7 under the heading Report on Other Legal & RegulatoryRequirement' of our report of even date to the financial statements of the Company for theyear ended March 312018:

1) (a) The Company has maintained proper records showing full particulars includingquantitative details

and situation of fixed assets;

(b) The Fixed Assets have been physically verified by the management at reasonableintervals and such verification has revealed no material discrepancies. In our opinionhaving regard to the size of the company and nature of its business the frequency ofphysical verification of the fixed assets is reasonable.

(c) The title deeds of immovable properties (which are included under the head"Property plant and equipment') are held in the owned by the company are duly heldin the name of the company except for the following properties:

(Rs. In Lakhs)

Nature of Property Whether leasehold / freehold Gross Carrying value as on 31/03/2018 Net value as on 31/03/2018
IT Equipments - High End Laptops and related equipments Financial Lease Rs.14221650/- Rs.13297788/-

2) (a) The inventory (Comprising of project materials of finished goods work inprogress & raw material and film related rights) have been physically verified by themanagement at reasonable intervals during the year. In our opinion the frequency of suchverification is reasonable

The procedure of physical verification of inventory followed by the management isreasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

In our opinion the Company has maintained proper records of inventory. As explained tous no material discrepancies were noticed on physical verification as compared to thebook records.

3) 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 to four companiescovered in the Register maintained under section 189 of the Act:

(a) The terms and conditions of the grant of such loan is not prejudicial to thecompany's interest.

(b) The schedule of repayment of principal and payment of interest has been stipulatedand the repayments and receipts are regular.

(c) The total amount which is overdue for more than ninety days is Rs. 647.17 lakhs inaggregate of all the four companies and we have been informed by the company that the sameis being repaid and the loan will be cleared in the due course.

4) The company has complied with the provisions of section 185 and I86 of the CompaniesAct 2013 in respect of loans investments guarantees and security. Accordinglyprovisions of clause 3(iii)(a) 3(iii) (b) and 3(iii)(c) of the order are not applicable.

5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the rules framed there under does not apply.

6) As informed to us the maintenance of Cost Records has not been specified by theCentral Government under sub-section (1) of Section 148 of the Act in respect of theactivities carried on by the company.

7) In respect of applicable statutory dues according to information and explanationsgiven to us:

(a) Undisputed applicable statutory dues including Provident Fund Investor Education& Protection Fund Employees' State Insurance Income Tax Wealth Tax GST Sales TaxService Tax Customs Duty Excise Duty Cess and any other statutory dues as applicablehave generally been regularly deposited with the appropriate authorities. Undisputedstatutory dues remaining unpaid as at 31.03.2018 for more than six months from the datethey become payable are reported as under:

Particulars Amount (Rs.in Lakhs)
Service Tax 51.02
Dividend Distribution Tax for FY 2016-17 23.44
TDS for FY 2016-17 8.03
VAT 10.98
Total 93.47

(b) (b) There were no dues of Income tax Sales tax Service tax Cess and CustomsDuty Excise

Duty and Value Added Tax which have not been deposited as on 31st March2018 onaccount of any dispute except the following:

Particulars Year Amount
(Rs. In Lakhs)
Income Tax A.Y. 2014-15 1628.38
TDS F.Y. 2016-17 75.48
Total 1703.86

8) In our opinion and according to the information and explanations given to us theCompany has not made any default in the repayment of dues to from facility taken fromBank/Financial Institutions/debenture holders.

9) Based upon the audit procedures performed and the information and explanations givenby the management the company has not raised moneys by way of initial public offer orfurther public offer including debt instruments and term Loans. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company and hence notcommented upon.

10) 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.

11) Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act;

12) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 3 (xii) of the Order are not applicable to the Company.

13) 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.

14) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.

15) 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.

16) In our opinion the company is not required to be registered under section 45 IA ofthe Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi) ofthe Order are not applicable to the Company and hence not commented upon.

For and on behalf of Jain Chowdhary & Co.

Chartered Accountants FR No.113267W

Siddharth Jain

Partner

M.No.104709

Dated: 30th May 2018

Place: Mumbai

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 8(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of High Ground Enterprise Limitedof even date)

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

We have audited the internal financial controls over financial reporting of HIGH GROUNDENTERPRISE LIMITED ("the Company") as of March 31 2018 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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 the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

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 Guidance 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 judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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

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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) 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 authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 312018 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 and on behalf of Jain Chowdhary & Co. Chartered Accountants FR No.113267W

Siddharth Jain

Partner

M.No.104709

Dated: 30th May 2018 Place: Mumbai