The Members of
Sterling Greendwoods Limited
Report on the Ind AS Financial Statements
1. We have audited the accompanying Ind AS financial statements of STERLING GREENWOODSLIMITED ("the Company") which comprise the Balance Sheet as at 31st March2018 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Ind AS Financial Statements
2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity 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 read with the Companies (Indian Accounting Standard) Rules 2015 asamended and other accounting principles generally accepted 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 Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
3. Our responsibility is to express an opinion on these Ind AS financial statementsbased on our audit. In conducting our audit we have taken into account the provisions ofthe Act the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act and other applicableauthoritative announcements issued by Institute of Chartered Accountants of India. ThoseStandards and pronouncements require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the Ind AS financialstatements are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the Ind AS financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe Ind AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements.
5. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.
6. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2018 and its profit total comprehensive income its cash flows and thechanges in equity for the year ended on that date.
7. The corresponding financial information of the Company as at and for the year ended31st March 2017 and the transition date opening balance sheet as at 1st April 2016included in these Ind AS financial statements are based on the previously issuedfinancial statements for the years ended 31st March 2017 and 31st March 2016 preparedin accordance with the Companies (Accounting Standards) Rules 2006 (as amended) whichwere audited by the predecessor auditor on which an unaudited opinion was expressed videtheir audit report dated 30th May 2017 and 30th May 2016respectively which is also explained in Note No. 29.17 of the attached financialstatements. These financial statements have been adjusted for differences in accountingprinciples to comply with Ind AS and such adjustments on transition to Ind AS which hasbeen approved by the Company's Board of Directors have been audited by us.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
8. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein "Annexure A" statement on the matters specified in paragraphs 3 and 4 of theOrder.
9. As required by Section 143(3) of the Act based on our audit we report to theextent applicable 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 our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.
d) In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under section 133 of the Act read with the Companies(Indian Accounting Standard) Rules 2015 as amended.
e) On the basis of the written representations received from the Directors as on 31stMarch 2018 taken on record by the Board of Directors none of the Directors isdisqualified as on 31st March 2018 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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B". 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's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements as stated in Note No. 29.1 to the financialstatement;
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any and as required on long term contractsincluding derivative contracts.
iii. There has not been an occasion in case of the Company during the year under reportto transfer any sums to the Investor Education and Protection Fund. The question of delayin transferring such sums does not arise. iv. The reporting on disclosures relating toSpecified Bank Notes is not applicable to the Company for the year ended 31stMarch 2018.
ANNEXURE "A " TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 8 of the Auditors' Report of even date to the members ofSterling Greenwoods Limited on the financial statements for the year ended 31stMarch 2018.)
We report that:
(i) In respect of Fixed Assets
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets except resorts assets which requires updation.
(b) As per information and explanation given to us the physical verification of itsfixed assets have been carried out by the management at the end of year which in ouropinion is reasonable having regard to the size of the company and the nature of itsassets. As per the information and explanation given to us no discrepancies have beennoticed by the management on the fixed assets other than the resort's assets. Thereconciliation of the renovated resort assets are in progress and in absence of the finalout put we are unable to comment on resort assets. We have been informed that thediscrepancies if any will be dealt in the books of accounts on completion ofreconciliation.
(c) According to the Information and explanation given to us and the records examinedby us as disclosed in Note No. 2 and based on the examination of the registered saledeed/purchase deed/ allotment letters Allotment Certificate share certificate etc.provided to us we report that the title deed comprising immovable properties of landsand acquired buildings which are freehold except land valuing Rs. 2242400/- and propertyvaluing Rs. 278344/- are held in the name of the company as at the balance sheet date.
(ii) In respect of Inventories as per the information and explanation given to us theinventories have been physical verified by the management at the end of the year which inour opinion is reasonable having regard to the size of the company and the nature of itsactivity. As per the information and explanation given to us no material discrepanciesnoticed on physical verification.
(iii) In respect of Loans and Advances Granted during the year.
a) The Company has granted loans to its subsidiary/Associate company covered in theregister maintained under section 189 of the Companies Act 2013 (the Act').
b) In the case of the loans granted to its subsidiary/Associate company listed in theregister maintained under section 189 of the Act is not prejudicial to the Company'sinterest the loans have been granted is interest free further there in no stipulationfor repayment of the loans granted hence the question of regular in the payment of theinterest is not relevant. The terms of arrangements do not stipulate any repaymentschedule and the loans are repayable on demand. Accordingly paragraph 3(iii) (b) of theOrder is not applicable to the Company in respect of repayment of the principal amount.
c) Since there is no stipulation in repayment of principal there are no overdueamounts of more than ninety days in respect of the loans granted to its subsidiary companylisted in the register maintained under section 189 of the Act.
(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provision of Section 185 and 186 of the companies Act 2013in respect of grant of loans making investments. However the Company has not provided anyguarantees and securities.
(v) In our opinion and according to the information and explanation given to us thecompany has complied with the provisions of section 73 to section 76 and other relevantprovisions of the Companies Act 2013 and Companies (Acceptance of Deposits ) Rules 2014with regard to the deposits accepted from the members and the public.
(vi) As per the information and explanation provided to us the company is not requiredto maintain the cost records as per the provisions of Companies (Cost Records and Audit)Rules 2014 hence Clause (vi) of the Companies (Auditor's Report) order 2015 are notapplicable.
(vii) In respect of Statutory Dues
According to the information and explanation given to us in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Investor education and protection fund Employees' stateInsurance income tax Vat/Sales Tax GST Service Tax Custom Duty Excise duty Cess andany other material statutory dues applicable to it with the appropriate authorities.
(b) According to information and explanation given to us no undisputed amounts payablein respect of the aforesaid dues were outstanding as at March 31 2018 for a period ofmore than six months from the date of becoming payable.
(c) Details of dues of Income Tax and Service Tax which have not been deposited as onMarch 31 2018 on account of disputes are given below :
|Name of the statue ||Nature of dues ||Year ||Amount ||Forum where dispute is pending |
|Service Tax ||Service Tax Penalty ||2002-03 to 2007-08 ||3410080 ||Appellate Tribunal |
|Service Tax ||Service Tax Penalty ||2004-05 to 2008-09 ||2303073 ||Appellate Tribunal |
|Service Tax ||Service Tax Demand ||2004-05 to 2008-09 ||1128073 ||Audit Department |
|Service Tax ||Service Tax Demand ||2008-09 ||182101 ||Appellate Tribunal |
|Service Tax ||Service Tax Penalty ||2008-09 ||482101 ||Appellate Tribunal |
|Service Tax ||Service Tax Demand ||2009-10 ||326572 ||Appellate Tribunal |
|Service Tax ||Service Tax Penalty ||2009-10 ||776572 ||Appellate Tribunal |
|Service Tax ||Service Tax Demand ||2010-11 ||221367 ||Appellate Tribunal |
|Service Tax ||Service Tax Penalty ||2010-11 ||421367 ||Appellate Tribunal |
(viii) In our opinion and according to the information and explanation given to us theCompany has not defaulted in the repayment of loans or borrowings to financialinstitutions banks and government and des to the debenture holders. (ix) In our opinionand according to the information and explanations given to us the term loans have beenapplied by the Company during the year for the purpose for which they are raised. TheCompany has not raised moneys by way of initial public offer or further public offer(including debt instruments).
(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the company by its officersor employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us theCompany 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 theCARO 2016 Order is not applicable. (xiii) In our opinion and according to the informationand explanations given to us the Company is in compliance with Section 177 and 188 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 reporting under clause(xiv) of CARO 2016 Order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non cash transactions with itsdirectors or directors of the holding subsidiary or associate company as applicable orpersons connected with them and hence provisions of section 192 of the Companies Act 2013are not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
Annexure - B' to the Independent Auditors' Report
( Referred to clause (f) of Paragraph 9 to the Independent Auditor's Report of evendate to the members of Sterling Greenwoods Limited on the Ind AS financial statements forthe year ended 31st March 2018
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 SterlingGreenwood Limited ("the Company") as at 31st March 2018 in conjunction with ouraudit of the Ind AS financial statements of the Company for the year 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 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 under the Companies Act2013.
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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance 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 authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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.
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 31st March 2018 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 JAYESH M. SHAH & CO. |
| ||Chartered Accountants |
| ||Firm Reg. No. : 104173W |
| ||JAYESH M. SHAH |
|Place : Ahmedabad ||Proprietor |
|Date : 14th May 2018 ||Member No. : 030638 |