You are here » Home » Companies » Company Overview » Sinclairs Hotels Ltd

Sinclairs Hotels Ltd.

BSE: 523023 Sector: Services
NSE: N.A. ISIN Code: INE985A01022
BSE 14:24 | 25 Nov 40.30 -0.90
(-2.18%)
OPEN

41.20

HIGH

41.20

LOW

40.20

NSE 05:30 | 01 Jan Sinclairs Hotels Ltd
OPEN 41.20
PREVIOUS CLOSE 41.20
VOLUME 21629
52-Week high 71.80
52-Week low 27.20
P/E 34.74
Mkt Cap.(Rs cr) 112
Buy Price 40.30
Buy Qty 65.00
Sell Price 40.40
Sell Qty 475.00
OPEN 41.20
CLOSE 41.20
VOLUME 21629
52-Week high 71.80
52-Week low 27.20
P/E 34.74
Mkt Cap.(Rs cr) 112
Buy Price 40.30
Buy Qty 65.00
Sell Price 40.40
Sell Qty 475.00

Sinclairs Hotels Ltd. (SINCLAIRSHOTELS) - Auditors Report

Company auditors report

TO THE MEMBERS OF SINCLAIRS HOTELS LIMITED

Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of Sinclairs Hotels Limited ("theCompany") which comprise the balance sheet as at 31 March 2020 and the statement ofprofit and loss (including other comprehensive income) statement of changes in equity andstatement of cash flows for the year then ended and notes to the financial statementsincluding a summary of the significant accounting policies and other explanatoryinformation.

In ouropinion and to the bestofour information and according to the explanations givento us the aforesaid financial statements give the information required by the CompaniesAct 2013 ("Act") in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the stateofaffairs of the Company as at 31 March 2020 and profit and other comprehensive incomechanges in equity and its cashflows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context ofour auditof thefinancial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Going Concern

See note 2(D) to the financial statements

The key audit matter How the matter was addressed in ouraudit
As more fully explained in note 2(d) The lockdowns and restrictions announced by the Government of India on account of the Covid-19 pandemic have posed major challenges to the Company. We have evaluated management's assessment of the Company's ability to continue as a going concern relying on the sources of liquidity and funding available to the Company. We have discussed with management to obtain an understanding on the business plans and financing requirements and obtained written representations from management and those charged with governance regarding their plans for future actions and the feasibility of these plans.
The management has prepared the financial statements on a going concern basis after considering the future cash flow projection the Company will have sufficient cash flow to meet the operating requirements.
We have considered the developments during the year and subsequent to the year end (including the potential impact ofCovid-19) that would affect the operations of the Company. We have obtained and evaluated the cash flows forecasts prepared by management as approved by the Board of Directors and assessed the reasonableness of the key assumptions used by checking against the Company's business plan and historical performance. We challenged the appropriateness of the key assumptions used by management comprising the Company's forecasts of revenue gross margin and operating expenses
Management's assessment of the Company's ability of having sufficient funds available for its operations are important considerations for the going concern assumption. In view of uncertainties identified outlined above we identified a key audit matter related to going concern due to judgement required to conclude on the going concern assumption.

Impairment

See note 2.1(c) to the financial statements

The key audit matter How the matter was addressed in ouraudit
As more fully explained in note 2.1(c) the management is required to make an impairment assessment for property plant and equipment when there is an indication that an asset may be impaired. The process for measuring and recognizing impairment under Ind AS 36 Impairment of Assets is complex and highly judgmental particularly as each individual hotel unit is treated as a separate cash-generating unit for impairment purposes. We therefore identified the valuation of property plant and equipment as a significant risk requiring special audit consideration. Our audit work included but was not restricted to using our valuation specialists to evaluate the methodology and assumptions used by the management to perform the impairment assessment in particular those relating to the forecasted growth and discount rates for each cashgenerating unit. We compared the methodologies applied and the assumptions used to our expectations and emerging market activity. We also used our valuations specialists to challenge the key assumptions used by management.

Information Other than the Financial Statements and Auditors' Report Thereon

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual reportbut does not include the financial statements and our auditors' reportthereon.

Our opinion on thefinancial statements does not covertheother information and we do notexpress any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement ofthis other information weare required to report that fact. We have nothing to report inthis regard.

Management's and Board of Directors' Responsibility for the Financial Statements

The Company's Management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of thesefinancial statementsthat give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act.This responsibility alsoincludes maintenance of adequate accounting records in accordancewith the provisions oftheActfor 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 were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the financial statements the Management and Board of Directors areresponsible 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 the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company'sfinancialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurancebut is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions ofusers taken on thebasis of thesefinancial statements.

As part of an audit in accordancewith SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. Wealso:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures in the financial statements made by theManagement and Board of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use ofthe going concern basis ofaccounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the 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 theoverall presentationstructureandcontentof the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in theaudit of thefinancial statements ofthecurrent period and are therefore the key audit matters. We describe these matters inour auditors' report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits ofsuch communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016

("the Order") issued by the Central Government in terms of section 143 (11)of the Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. AsrequiredbySection 143(3)of theActwereportthat:

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 ouraudit.

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 ofthose books.

c) The balance sheet the statement of profit and loss (including other comprehensiveincome) the statement of changes in equity and the statement of cash flows dealt with bythis Report are in agreement with the books ofaccount.

d) In our opinion the aforesaid financial statements comply with theInd AS specifiedunder section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2020 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B"

g) With respect to the other matters to be included in the Auditors' 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 the impact of pending litigations as at 31 March 2020 onits financial position in its financial statements - Refer Note 34 to the financialstatements;

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

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016 havenot been made in these financial statements since they do not pertain to the financialyear ended 31 March 2020.

3. With respect to the matter to be included in the Auditors'

Reportundersection 197(16):

In our opinion and according to the information and explanations given to us there isno remuneration paid by the company to its directors during the current year. The Ministryof Corporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R&Co. LLP

Chartered Accountants

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

Place: Kolkata 30 June 2020 Jayanta Mukhopadhyay

Partner Membership No. 055757

UDIN 20055757AAAABW6767

Annexure 'A' to the Independent Auditor's Report

Annexure A to the Independent Auditor's Report on the financial statements of SinclairsHotels Limited for the year ended 31 March 2020

Report on the matters specified in paragraphs 3 and4ofCompanies (Auditor's Report)Order2016to theaforesaidfinancial statements under Section 143(11)of the CompaniesAct2013

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)

We report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. In ouropinion this periodicity of physical verification is reasonable having regard to thesizeof theCompanyand the nature of its assets.In accordance with this programme certain fixedassets were verified during the year and no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of ourexaminationof the records of the Company the title deeds of immovable properties includedin property plant and equipment areheld inthe name of the Company except the followingfor the reasons set out in Note 3 of thefinancial statements:

Total number of cases Class ofAsset Gross and Net Block as on 31 March 2020
Two Freehold Land

Rs. 9372154

(ii) The inventory have been physically verified by the management during the year. Inour opinion the frequency of such verification is reasonable. The discrepancies noticedon verification between the physical stock and the book records were not material.

(iii) According to the information and explanation given to us the Company has notgranted any loans secured or unsecured tocompanies firms Limited Liability Partnershipsor other parties covered in theregister maintained under section 189 of the Act.Accordingly the provisions of paragraph 3(iii) of the Order are not applicable to theCompany.

(iv) According to the information and explanations given to

us the Company has not granted any loans or provided any guaranteeor security duringthe year that would attract provisions of section 185 and 186 of the Act.The provisionsofsection 186 of the Act in respect ofinvestments made have been complied with by theCompany.

(v) In our opinion and according to the information and explanations given to ustheCompanyhas notaccepteddeposits as per the directives issued by the Reserve Bank ofIndia under the provisions of section 73 to 76 or any other relevant provisions of the Actand the rules framed thereunder. Accordingly the provisions of paragraph 3(v) of theOrder are not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us theCentral Government has not specified for the maintenance of cost records under Section148(1) of the Act for the products/ services of the Company. Accordingly the provisionsof paragraph 3(vi) of the Order are not applicable to the Company.

(vii) (a) According to the information and explanations given to

us and on the basis of our examination of the records of the Company amountsdeducted/accrued in the books of account in respect of undisputed statutory dues includingProvident Fund Employees'State Insurance Income-tax Goods and Service Tax Value AddedTaxcess and other material statutory dues have been regularly deposited during the yearby the Company with the appropriate authorities.As explained to us by the management theCompany did not have any dues on account of Sales Tax Service Taxduty ofexcise and dutyofcustoms. According to the information and explanations given to us no undisputedamounts payable in respect of Provident Fund Employees'State Insurance Income-tax Goodsand Service TaxValue Added Tax cess and other material statutory dues were in arrears asat 31 March 2020 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofincome tax sales tax service tax duty ofcustoms duty ofexcise goods and service taxand value added tax which have not been deposited with the appropriate authorities onaccount of any dispute.

(viii) In our opinion and according to the information and explanations given to usthe Company did not have any outstanding loan or borrowings from financial institutions orbanks or government or debenture holders during the year. Accordingly the provisions ofparagraph 3(viii) of the Order are not applicable to the Company.

(ix) According to the information and explanation given to us the Company did notraise any money by way of initial

public offer or further public offer (including debt instruments) and term loans duringtheyear. Accordingly the provisions of paragraph 3(ix) of the Order are not applicable tothe Company.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during theyear.

(xi) According to the information and explanations given to us and based on ourexamination of the records the Company has paid or provided for managerial remunerationin accordance with the requisite approvals mandated by the provisions of Sections 197 readwith Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly the provisions of paragraph 3(xii) of theOrder are not applicable to theCompany.

(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 Act wherever applicable and the details ofsuch transactions have been disclosed in the financial statements as required by theapplicable accounting standards.

(xiv) According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debenturesduring theyear.Accordinglythe provisions of paragraph 3(xiv) of theOrder are not applicable to the Company.

(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 him. Accordingly the provisions ofparagraph 3(xv) of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of paragraph 3(xvi) of the Order isnot applicable to the Company.

ForBSR&Co.LLP

Chartered Accountants

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

Place: Kolkata 30 June 2020 Jayanta Mukhopadhyay

Partner

Membership No. 055757

UDIN 20055757AAAABW6767

Annexure 'S' to the Independent Auditor's Report

Annexure B to the Independent Auditor's Report on the financial statements of SinclairsHotels Limited for the year ended 31 March 2020

Report on the internal financial controls with reference to the aforesaid financialstatements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013[Referred to in clause (f) of paragraph 2 under'Report on Other Legal and RegulatoryRequirements'section of our report of even date]

Opinion

We have audited the internal financial controls with reference to financial statementsof Sinclairs Hotels Limited ("the Company") as of31 March 2020 in conjunctionwith our audit of thefinancial statements of the Companyfor theyear ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31 March 2020 based on the internal financial controls withreference to financial statements 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 (the "Guidance Note").

Management's Responsibilityfor Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. 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 safeguarding ofits 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 underthe Companies Act 2013 ("the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements

included obtaining an understanding of such internal financial controls assessing therisk that a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk.The procedures selecteddepend on theauditor's judgement including the assessment of the risks of materialmisstatement 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 withreference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to financial statements 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 controlswith reference to financial statements include 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 offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition useordisposition of thecompany's assets that could have a material effect on thefinancialstatements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancialstatements including the possibility of collusion or improper managementoverride ofcontrols material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

For B S R&Co. LLP

Chartered Accountants

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

Place: Kolkata 30 June 2020 Jayanta Mukhopadhyay

Partner

Membership No. 055757

UDIN 20055757AAAABW6767

.