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Royal Orchid Hotels Ltd.

BSE: 532699 Sector: Services
NSE: ROHLTD ISIN Code: INE283H01019
BSE 00:00 | 09 Dec 66.10 -0.40
(-0.60%)
OPEN

66.50

HIGH

67.60

LOW

66.00

NSE 00:00 | 09 Dec 66.25 -0.35
(-0.53%)
OPEN

66.10

HIGH

67.65

LOW

65.85

OPEN 66.50
PREVIOUS CLOSE 66.50
VOLUME 1117
52-Week high 138.25
52-Week low 54.60
P/E 15.63
Mkt Cap.(Rs cr) 181
Buy Price 66.00
Buy Qty 290.00
Sell Price 69.00
Sell Qty 104.00
OPEN 66.50
CLOSE 66.50
VOLUME 1117
52-Week high 138.25
52-Week low 54.60
P/E 15.63
Mkt Cap.(Rs cr) 181
Buy Price 66.00
Buy Qty 290.00
Sell Price 69.00
Sell Qty 104.00

Royal Orchid Hotels Ltd. (ROHLTD) - Auditors Report

Company auditors report

To the Members of Royal Orchid Hotels Limited Report on the Standalone Ind AS FinancialStatements

We have audited the accompanying standalone Ind AS financial statements of RoyalOrchid Hotels Limited ("the Company") which comprise the Balance Sheet asat March 31 2018 and the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Changes in Equity and the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone Ind AS Financial Statements

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 Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income changes inequity and cash flows of the Company in accordance with the Indian Accounting Standards(Ind AS) prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended and other accounting principles generallyaccepted in India.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS 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 standalone Ind AS financialstatements based on our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder and the Orderissued under section 143(11) of the Act.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the Ind AS and other accounting principles generally accepted in India of the stateof affairs of the Company as at March 31 2018 and its profit total comprehensiveincome the changes in equity and its cash flows for the year ended on that date.

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 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 Statement ofProfit and Loss including Other Comprehensive Income the Statement of Changes in Equityand Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act. e) On the basis ofthe written representations received from the directors of the Company as on March 312018 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2018 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'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us: i. The Company has disclosed the impact of pending litigationson its financial position in its standalone Ind AS financial statements. ii. The Companydid not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses. iii. There were no amounts which were required to betransferred to the 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 DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Monisha Parikh
Partner
(Membership No. 47840)
Bengaluru
May 28 2018
MP/SS/MSK/2018

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 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 RoyalOrchid Hotels Limited ("the Company") as of March 31 2018 in conjunctionwith our audit of the standalone Ind AS financial statements of the Company for the yearended 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India.These responsibilities include the designimplementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's 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) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and 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 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 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 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 2018 based on the criteria forinternal financial control over financial reporting 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 DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Monisha Parikh
Partner
(Membership No. 47840)
Bengaluru
May 28 2018
MP/SS/MSK/2018

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date) (i) (a) The Company has maintainedproper records showing full particulars including quantitative details and situation ofproperty plant and equipment.

(b) The property plant and equipment were physically verified during the year by theManagement in accordance with a regular program of verification which in our opinionprovides for physical verification of all the property plant and equipment at reasonableintervals. According to the information and explanation given to us no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and based on theexamination of the lease agreements we report that in respect of building constructed onleased land the lease agreements are in the name of the Company where the Company is thelessee in the agreement.

With respect to freehold land where the Company has a share of undivided land jointlywith other entities according to the information and explanations given to us and basedon the examination of registered sale deed provided to us we report that the titledeeds comprising of such immovable property as at the balance sheet date is held in thename of the Company. (ii) As explained to us the inventories were physically verifiedduring the year by the Management at reasonable intervals and no material discrepancieswere noticed on physical verification.

(iii) According to the information and explanations given to us the Company hasgranted unsecured loans to companies covered in the register maintained under section 189of the Companies Act 2013 in respect of which: (a) The terms and conditions of the grantof such loans are in our opinion prima facie not prejudicial to the Company's interest.

(b) The schedule of repayment of principal and payment of interest has not beenstipulated and in the absence of such schedule we are unable to comment on the regularityof the repayments or receipts of principal amounts and interest.

(c) The schedule of repayment is not stipulated and in the absence of such schedule weare unable to comment on the overdue amount if any remaining outstanding as at thebalance sheet date.

(iv) The Company has not granted any loans that are covered under the provisions ofsection 185 of the Act and provisions of section 186 of the Act in respect to granting ofloans making investments and providing guarantees and securities are not applicable. (v)According to the information and explanations given to us the Company has not acceptedany deposit during the year and does not have any unclaimed deposits

(vi) Having regard to the nature of the Company's business / activities reportingunder clause (vi) of the Order is not applicable.

(vii) According to the information and explanations given to us in respect ofstatutory dues: (a) The Company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income-tax SalesTax Service Tax Customs Duty Excise Duty Value Added Tax Goods and Service Tax cessand other material statutory dues applicable to it to the appropriate authorities (b)There were no undisputed amounts payable in respect of Provident Fund Employees' StateInsurance Income-tax Sales Tax Service Tax Customs Duty Excise Duty Value Added TaxGoods and Service Tax cess and other material statutory dues in arrears as at March 312018 for a period of more than six months from the date they became payable.

(c) Details of dues which have not been deposited as on March 31 2018 on account ofdisputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount Rs. ( in lakhs)
Income tax Act1961 Income Tax Commissioner of Income Financial year 2008-09 227.46
Tax- Appeals Financial year 2010-11 198.74
Customs Act 1962 Customs duty Commissioner of Customs Appeals Financial Year 2006-07 3.33

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings to financialinstitutions and banks. The Company has no borrowings from government and has not issuedany debentures.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans during the year and hence reporting underclause (ix) of the Order is not applicable. (x) To the best of our knowledge and accordingto the information and explanations given to us no fraud by the Company and no materialfraud on the Company by its officers or employees has been noticed or reported during theyear. (xi) In our opinion and according to the information and explanations given to usthe Company has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable. (xiii) In our opinion and according to the information andexplanations given to us the Company is in compliance with Section 188 and 177 of theCompanies Act 2013 where applicable for all transactions with the related parties andthe details of related party transactions have been disclosed in the financial statementsetc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Monisha Parikh
Partner
(Membership No. 47840)
Bengaluru
May 28 2018
MP/SS/MSK/2018