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Prozone Intu Properties Ltd.

BSE: 534675 Sector: Infrastructure
NSE: PROZONINTU ISIN Code: INE195N01013
BSE 00:00 | 26 Mar 29.75 0.50
(1.71%)
OPEN

29.35

HIGH

30.30

LOW

29.35

NSE 00:00 | 26 Mar 29.80 0.60
(2.05%)
OPEN

29.40

HIGH

30.40

LOW

29.35

OPEN 29.35
PREVIOUS CLOSE 29.25
VOLUME 27319
52-Week high 55.10
52-Week low 25.55
P/E 270.45
Mkt Cap.(Rs cr) 454
Buy Price 29.75
Buy Qty 20.00
Sell Price 29.75
Sell Qty 232.00
OPEN 29.35
CLOSE 29.25
VOLUME 27319
52-Week high 55.10
52-Week low 25.55
P/E 270.45
Mkt Cap.(Rs cr) 454
Buy Price 29.75
Buy Qty 20.00
Sell Price 29.75
Sell Qty 232.00

Prozone Intu Properties Ltd. (PROZONINTU) - Auditors Report

Company auditors report

To the Members of Prozone Intu Properties Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statementsof Prozone Intu Properties Limited ("the Company") which comprise thestandalone balance sheet as at 31 March 2018 the standalone statement of profit and loss(including other comprehensive income) the standalone statement of changes in equity andthe standalone statement of cash flows for the year then ended and a summary of thesignificant accounting policies and other explanatory information (hereinafter referred toas ‘Standalone Ind AS financial statements').

Management's Responsibility for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is 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 state of affairs profit (including other comprehensive income) changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other 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 standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

In preparing the standalone Ind AS 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone Ind ASfinancial statements based on our audit.

We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing specified under Section 143 (10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the standalone Ind AS financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the standalone Ind AS financial statements. Theprocedures selected depend on the Auditors' judgment including the assessment of therisks of material misstatement of the standalone Ind AS financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the standalone Ind AS financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company's Directors as well as evaluating the overall presentation of the standaloneInd AS financial statements.

We are also responsible to conclude on the appropriateness ofmanagement's use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the entity's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in theauditor's report to the related disclosures in the standalone Ind AS financial statementsor if such disclosures are inadequate to modify the opinion. Our conclusions are basedon the audit evidence obtained up to the date of the auditor's report. However futureevents or conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2018 its profit (including other comprehensiveincome) changes in equity and its cash flows for the year ended on that date.

Other matters

The comparative financial information of the Company for the year ended31 March 2017 and the transition date opening balance sheet as at 1 April 2016 included inthese standalone Ind AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2006 audited by the predecessor auditor M/s. S G C O & Co. LLP and M/s. S G CO & Co. Chartered Accountants respectively whose reports for the year ended 31 March2017 and 31 March 2016 dated 19 May 2017 and 19 May

2016 respectively expressed an unmodified opinion on those standalonefinancial statements adjusted for the differences in the accounting principles adopted bythe Company on transition to Ind AS which have been audited by us.

Our opinion is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016(‘the Order') issued by the Central Government of India in terms of sub-section (11)of Section 143 of the Act we give in the "Annexure A" a statement on thematters specified in the paragraphs 3 and 4 of the Order.

2. As required by sub-section (3) of Section 143 of the Act we reportthat: (a) we have sought and obtained all the information and explanations which to thebest of 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 standalone Balance sheet thestandalone Statement of profit and loss (including other comprehensive income) thestandalone cash flow statement and the standalone Statement of changes in equity dealtwith by this report are in agreement with the books of account; (d) in our opinion theaforesaid standalone Ind AS financial statements comply with the Indian AccountingStandards prescribed under Section 133 of the Act; (e) on the basis of the writtenrepresentations received from the directors as on 31 March 2018 taken on record by theboard of directors none of the directors is disqualified as on 31 March 2018 from beingappointed as a director in terms of Section 164(2) of the Act;

(f ) with respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate report in "Annexure B"; and (g) with respect to the othermatters to be included in the Auditors' Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us: i. the Company has disclosed the impact ofpending litigations on its financial position in its standalone Ind AS financialstatements – Refer Note 31 to the standalone Ind AS financial statements; ii. theCompany did not have any long term contracts including derivative contracts for whichthere were any material foreseeable losses; iii. there were no amounts which were requiredto be transferred to the Investor Education and Protection Fund by the Company during theyear ended 31 March 2018; and iv. the disclosures in the standalone Ind AS financialstatements regarding holdings as well as dealings in Specified Bank Notes during theperiod from 8 November 2016 to 30 December 2016 have not been made since they do notpertain to the financial year ended 31 March 2018. However amounts as appearing in theaudited standalone Ind AS financial statements for the period ended 31 March 2017 havebeen disclosed. Refer Note 43 of the standalone Ind AS financial statements.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Vijay Bhatt Place : Mumbai Partner Date : 29 May 2018 MembershipNo: 036647

Annexure A to the Independent Auditors' Report –

31 March 2018

With reference to the Annexure A referred to in the IndependentAuditors' Report to the members of the Company on the standalone Ind AS financialstatements for the year ended 31 March 2018 we report the following:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of its fixed assets includingproperty plant and equipment and investment properties. (b) The Company has a regularprogramme of physical verification of its fixed assets including property plant andequipment and investment properties by which the property plant and equipment andinvestment properties are verified annually. In our opinion this periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets. In accordance with the policy the Company has physically verified its fixedassets including property plant and equipment and investment properties during the yearand we are informed that no material discrepancies were noticed on such verification andthe same have been dealt with in the books of account.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties as disclosed in Note 4 to the standalone Ind AS financial statements wasvested to the Company as per the Composite Scheme of Arrangement and Amalgamation duringthe year ended 31 March 2012 are not held in the name of the Company. Details of the sameis as below:

Particulars

Number of cases

Gross block

Net block (Rs in lacs)

Remarks

(Rs in lacs)

Building

1

141.73

85.74

Held in the name of erstwhile demerged Company.

(ii) The Company does not currently hold any physical inventory. Thusparagraph 3(ii) of the Order is not applicable to the Company.

(iii) The Company has granted unsecured loans to ten companies coveredin the register maintained under Section 189 of the Companies Act 2013 (‘the Act').The Company has not granted any loans secured or unsecured to firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct. i) According to the information and explanations given to us in our opinion theterms and conditions on which the unsecured loans have been granted to the companiescovered in the register maintained under Section 189 of the Act were not prima facieprejudicial to the interest of the Company.

ii) According to the information and explanations given to us theterms of lending arrangements do not stipulate any repayment of principal and payment ofinterest and unsecured loans granted to companies covered in the register maintained underSection 189 of the Act are repayable on demand. The borrowers have been regular in paymentof principal and interest as demanded. iii) There are no overdue amounts for more than 90days in respect of the unsecured loans granted to companies covered in the registermaintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanationgiven to us the Company has not granted any loans or provided any guarantees or securityto the parties covered under Section 185 of the Act. The Company has complied with theprovisions of Section 186 of the Act in respect of the investments made and guaranteesgiven. The Company has not provided any security to the parties covered under Section 186of the Act.

(v) In our opinion and according to the information and explanationsgiven to us the Company has not accepted deposits as per the directives issued by theReserve Bank of India and the provisions of Sections 73 to 76 or any other relevantprovisions of the Act and the rules framed thereunder. Accordingly paragraph 3 (v) of theOrder is not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of costrecords under Section 148(1) of the Act. Accordingly paragraph 3 (vi) of the Order is notapplicable to the Company. (vii) (a) According to the information and explanations givento us and on the basis of our examination of the records of the Company amounts deducted/ accrued in the books of account in respect of undisputed statutory dues includingProvident fund Goods and Service tax Service tax Cess and other material statutory dueshave been regularly deposited by the Company with the appropriate authorities. Accordingto the information and explanations given to us and on the basis of our examination of therecords of the Company amounts deducted / accrued in the books of account in respect ofundisputed statutory dues of Professional tax have generally been regularly deposited withthe appropriate authorities though there has been a slight delay in a few cases.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 ofaccount in respect of undisputed statutory dues of Income tax have been regularlydeposited during the year by the Company with the appropriate authorities and there havebeen slight delays in many number of cases. As explained to us the Company did nothave any dues on account of Employees' State Insurance duty of excise duty of customsSales tax and Value added tax.

According to the information and explanations given to us no materialundisputed amounts payable in respect of Provident fund Professional tax Income taxGoods and Service tax Service tax Cess and other material statutory dues were in arrearsas at 31 March 2018 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us thereare no dues of Goods and Service tax and Service tax which have not been deposited withthe appropriate authorities on account of any dispute. According to the information andexplanations given to us following dues of Income tax have not been deposited by theCompany on account of disputes:

Name of the statute

Nature of the dues

Amount of demand under dispute (Rs))

Amount under dispute not deposited (Rs)

Period to which the amount relates

Forum where dispute is pending

Income Tax Act 1961

Income- tax

14.87

14.87

AY 2010- 2011

Income Tax Appellate Tribunal (appeal)

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in repayment of loans or borrowings to banksduring the year. The Company did not have any dues to debenture holders and loans orborrowings from any financial institutions or government during the year.

(ix) According to the information and explanations given to us andbased on our examination of records of the Company the Company has not raised any moneysby way of initial public offer or further public offer (including debt instruments) andterm loans during the year. Accordingly paragraph 3 (ix) of the Order is not applicableto the Company.

(x) During the course of our examination of the books and records ofthe Company 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) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has paid / providedfor managerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi company and the Nidhi Rules 2014 are notapplicable to it. Accordingly paragraph 3 (xii) of the Order is not applicable to theCompany.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has entered intotransactions with the related parties are in compliance with Sections 177 and 188 of theAct. The details of such related party transactions have been disclosed in the standaloneInd AS financial statements as required under Indian Accounting Standard (Ind AS) 24Related Party Disclosures specified under Section 133 of the Act read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015.

(xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3 (xiv) of the Order is not applicableto the Company.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intoany non-cash transactions with directors or persons connected with them.

Accordingly paragraph 3 (xv) of the Order is not applicable to theCompany.

(xvi) In our opinion and according to the information and explanationsgiven to us the Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly paragraph 3 (xvi) of the Order is notapplicable to the Company.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Vijay Bhatt

Place : Mumbai

Partner

Date : 29 May 2018

Membership No: 036647

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Prozone Intu Properties Limited ("the Company") as of 31 March 2018in conjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing 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 and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding 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 (‘theAct').

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under Section 143(10) of the Act to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system over financial reporting andtheir operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls overfinancial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the Auditors' judgement including theassessment of the risks of material misstatement of the standalone Ind AS financialstatements 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 financialcontrols 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 the standalone Ind AS financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation ofthe standalone Ind AS financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31 March 2018 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Vijay Bhatt

Place : Mumbai

Partner

Date : 29 May 2018

Membership No: 036647