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Manas Properties Ltd.

BSE: 540402 Sector: Infrastructure
NSE: N.A. ISIN Code: INE800W01019
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NSE 05:30 | 01 Jan Manas Properties Ltd
OPEN 362.00
PREVIOUS CLOSE 362.00
VOLUME 21900
52-Week high 380.00
52-Week low 360.00
P/E 36200.00
Mkt Cap.(Rs cr) 151
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 362.00
CLOSE 362.00
VOLUME 21900
52-Week high 380.00
52-Week low 360.00
P/E 36200.00
Mkt Cap.(Rs cr) 151
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Manas Properties Ltd. (MANASPROPERTIES) - Auditors Report

Company auditors report

To the Members of Manas Properties Limited

(Formerly known as Manas Properties Private Limited)

Report on the Financial Statements

We have audited the financial statements of Manas Properties Limited (Formerly known asManas Properties Private Limited) ("the Company") which comprise the BalanceSheet as at 31 March 2017 the Profit and Loss Statement and the Cash Flow Statement forthe period then ended and a summary of significant accounting policies and otherexplanatory information.

Management s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act2013 ("the Act") with respect to the preparation andpresentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; 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.

Auditor s Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

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 there under.

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.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditor’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’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company’s directors as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31March 2017 and its Profit and its cash flows for the period ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by section 143(3) of the Act we report that:

a. we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit; b. in ouropinion proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books; c. the Balance Sheet the Profit andLoss Statement and the Cash Flow Statement dealt with by this report are in agreement withthe books of account; d. in our opinion the aforesaid financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules2014; e. on the basis of written representations received fromthe directors as on 31 March 2017 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2017 from being appointed as a director in termsof Section 164(2) of the Act; f. with respect to the adequacy of the internal financialcontrols over financial reporting of the Company and the operating effectiveness of suchcontrols refer to our separate report in "Annexure B"; and g. with respect tothe other matters to be included in the Auditor’s Report in accordance with Rule 11of the Companies(Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us: i. The Company has disclosedthe impact of pending litigations on its financial position in its financial statements.Refer Note No 23(a) to the financial statements; ii. The Company did not have anylong-term contracts including derivative contracts for which there were any materialforeseeable losses; iii. There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Company; and iv. The Company hasprovided requisite disclosures in the financial statements as to holdings as well asdealings in Specified Bank Notes during the period from 8 November 2016 to 30 December2016. Based on audit procedures and relying on the management representation we reportthat the disclosures are in accordance with books of account maintained by the Company andas produced to us by the Management. Refer Note No 30 to the financial statements.

For Bhuta Shah & Co LLP

Chartered Accountants

Firm Registration No.: W100100

Shailesh Bhuta

Partner

Membership Number: 033958

Mumbai 29 May 2017

Annexure A

The Annexure referred to an Independent Auditors’ Report to the members of theCompany on the financial statements for the year ended 31 March 2017 we report that:

(i) In respect of fixed assets:3

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.3 (b) As explained to us all the fixedassets have not been physically verified by the management during the year but there isregular programme of verification which in our opinion is reasonable having regard tothe size of the Company and the nature of its assets. No material discrepancies werenoticed on such verification.3 (c) According to information & explanations given to usand on the basis of our examination of the records of the Company the title deeds ofimmovable properties are held in the name of the Company.3 3

(ii) According to the information and explanation given to us the Company does nothave any inventory. Accordingly Clause (ii) of paragraph 3 of the Order is not applicableto the Company.

(iii) According to the information and explanation given to us the Company has notgranted any loans secured or unsecured to Companies Firms Limited LiabilityPartnerships or any other parties covered in the register maintained under section 189 ofthe Companies Act 2013 during the year. Accordingly Clause (iii) of paragraph 3 of theOrder is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us theCompany has not granted any loans has not made any investments and has not provided anyguarantees or securities to directors or any other parties during the year. AccordinglyClause (iv) of paragraph 3 of the Order is not applicable to the Company.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the provisions of Sections 73to 76 of the Companies Act 2013 and the rules framed there under. Accordingly Clause (v)of paragraph 3 of the Order is not applicable to the Company.

(vi) In our opinion and according to information and explanation given to usmaintenance of cost records under section (1) of section 148 of the Companies Act 2013 isnot applicable of the Company under Rule 3 of the Companies (Cost Records and Audit)Amendment Rules 2014.

(vii)

(a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company amounts deducted/accrued in the books ofaccounts in respect of undisputed statutory dues including Provident Fund Employees’State Insurance Income-tax Sales-tax Wealth Tax Service Tax duty of Customs duty ofExcise Value Added Tax cess and any other statutory dues have generally been regularlydeposited during the year by the Company with the appropriate authorities. According tothe information and explanations given to us there were no outstanding statutory dues ason 31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us there are no duesoutstanding in respect of sales tax or wealth tax or value added tax which have not beendeposited on account of any dispute. The disputed amounts that have not been deposited inrespect of Income Tax are as follows;

Name of the Statute Income Tax Act1961 Nature of the Dues Income Tax Amount Period to which the amount relates Forum where dispute is pending Commissioner of Income Tax
( in lakhs)
385.88 AY 2014 - 15

(viii) In our opinion and according to the information and explanations given to usthe Company did not have any borrowings from banks government and financial institutions.The Company has not issued debentures during the year.

(ix) According to the information and explanation given to us during the year theCompany has completed the Initial Public Offer (IPO) and raised a total capital of Rs.540.00 lakhs comprising a fresh issue of 150000 Equity Shares of face value of Rs. 10/-each for cash at a premium of Rs. 350/- per share. The equity shares of the company werelisted on BSE SME platform effective from 30th March 2017. The proceeds from IPO has beendeployed for the purpose of the objects as stated in the prospectus dated 08th March 2017as follows. The Company did not raise any money through term loans during the year.(Rupees in Lakhs)

Particulars Proposed amount as per prospectus Amount Amount Un
Utilized Utilized
Repayment of Loans 212.88 212.00 0.88
Acquisition of Property 200.00 - 200.00
Expenditure for General Corporate Purpose 121.35 - 121.35
Offer Related Expenses 5.77 5.77 -

(x) To the best of our knowledge and according to the information and explanationsgiven by the Management we report that no fraud by the Company or no fraud on the Companyby its officers 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 / provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act 2013.

(xii) In our opinion and according to the information and explanations given to us thenature of activities of the Company does not attract any special statue applicable toNidhi Company. Accordingly Clause (xii) of paragraph 3 of the Order is not applicable tothe Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Companies Act 2013 where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly Clause (xiv) of paragraph 3 of the Order is not applicable to theCompany.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with the directors. Accordingly Clause(xv) of paragraph 3 of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under section 45–IA of theReserve Bank of India Act 1934. Accordingly Clause (xvi) of paragraph 3 of the Order isnot applicable to the Company.

For Bhuta Shah & Co LLP

Chartered Accountants

Firm Registration No.: W100100

Shailesh Bhuta

Partner

Membership number: 033958

Mumbai 29 May 2017

Annexure B

To Independent Auditors’ Report of even date referred to in paragraph 2(f) underthe heading of "Report on Other Legal and Regulatory Requirements"

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ( the Act )

We have audited the internal financial controls over financial reporting of ManasProperties Limited (Formerly known as Manas Properties Private Limited) ("theCompany") as of 31 March 2017 in conjunction with our audit of the financialstatements of the Company for the period 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 components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued 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 safeguardingof its 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 Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated 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 controlssystem over 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 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.

Inherent 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 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 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Bhuta Shah & Co LLP

Chartered Accountants

Firm Registration No.: W100100

Shailesh Bhuta

Partner

Membership Number: 033958

Mumbai 29 May 2017