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Superhouse Ltd.

BSE: 523283 Sector: Others
NSE: SUPERHOUSE ISIN Code: INE712B01010
BSE 00:00 | 04 Jun 74.70 -1.15
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73.00

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75.10

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NSE 00:00 | 04 Jun 74.25 -1.40
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OPEN 73.00
PREVIOUS CLOSE 75.85
VOLUME 4254
52-Week high 109.40
52-Week low 52.55
P/E 3.33
Mkt Cap.(Rs cr) 82
Buy Price 74.70
Buy Qty 1.00
Sell Price 74.70
Sell Qty 24.00
OPEN 73.00
CLOSE 75.85
VOLUME 4254
52-Week high 109.40
52-Week low 52.55
P/E 3.33
Mkt Cap.(Rs cr) 82
Buy Price 74.70
Buy Qty 1.00
Sell Price 74.70
Sell Qty 24.00

Superhouse Ltd. (SUPERHOUSE) - Auditors Report

Company auditors report

To the Members of Superhouse Limited

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Superhouse Limited("the Company") which comprise the balance sheet as at 31st March 2019 and theStatement of Profit and Loss (including other comprehensive income) the statement ofchange in equity and statement of cash flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 (the Act) in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2019 and profit (including othercomprehensive income) change in equity and its cash flows for the year ended on thatdate.

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 Standards 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.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Description of Key Audit Matter

Investment in Wholly Owned Subsidiary - Impairment (refer notes 36 to the standaloneFinancial Statements)

The company has investment of Rs. 1697.69 Lacs as at March 31 2019 in the shares ofLinea De Seguridad SLU a wholly owned subsidiary of the company (WOS). Further thecompany has Trade Receivable amounting to Rs. 254.27 Lacs and Advance of Rs. 18.62 Lacsfrom/to the WOS.

The net worth of WOS has substantially eroded due to operational losses and in view ofthe fact the management has considered that there may be possibility of impairment incarrying value of investment.

Accordingly the management has performed an impairment assessment and estimated therecoverable amount of its Investment in WOS using 'Discounted Cash Flow Valuation Method(DCF). DCF is complex and involve the use of significant estimates and assumptions of themanagement that are dependent on expected future market and economic conditions.

As per the assessment of the management and valuation specialist there is noimpairment accordingly no provision has been considered necessary for any diminution invalue of investment.

Considering the materiality of the amounts and significant estimates and assumptionsbeing inherently subjective this matter has been identified as a key audit matter for thecurrent year audit.

How the matter was addressed in our audit

Our audit procedures included but were not limited to the following:

Obtaining understanding of management's process and assessing operating effectivenessof controls around identification of indicators of impairment and valuation of thebusiness of the WOS to determine recoverable value of the said investment;

Assessing the appropriateness of methodology and valuation model used by the managementand valuation specialist to estimate the recoverable value of investment in the WOS;

Assessing the professional competence and independence of the valuation specialistengaged by the management;

Assessing the reasonableness of assumptions relating to revenue growth rate grossmargins discount rates etc. based on historical results current developments and futureplans of the business estimated by management;

Sensitivity analysis on key assumptions used in calculation of recoverable value.

we also considered the adequacy of disclosures in respect of investment in the said WOSin the notes to the standalone financial statements.

Information Other than the standalone Financial Statements and Auditors' Report Thereon

The Company's Board of Directors are responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe financial statements and our auditors' report thereon.

Our opinion on the financial statements does not cover the other information and we donot express 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 of this other information weare required to report that fact.

We have no thing to report in this regard.

Responsibility of Management for the standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance change inequity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the accounting Standards specified under section133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate implementation and maintenance of accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statement that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone 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 to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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 the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or 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 of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act and on the basis of such checks of the books and records of the company as weconsidered appropriate and according to information and explanations given to us we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.

2. As required by Section 197(16) of the Act we report that the Company has paidremuneration to its directors during the year in accordance with the provisions of andlimits laid down under Section 197 read with Schedule V to the Act.

3. Further to our comments in Annexure A as required by Section 143(3) of the Act wereport 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 standalone balance sheet the standalone statement of profit and loss(including other comprehensive income) the standalone statement of change in equity andthe standalone statement of cash flows dealt with by this Report are in agreement with thebooks of account;

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

(e) On the basis of the written representations received from the directors as of March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 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 B".

(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 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 on its financialposition in its standalone financial statements Refer Note no. 33 to the financialstatements;

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

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

iv. the disclosure requirements relating to holdings as well as dealings in specifiedbank notes were applicable for the period from November 08 2016 to December 30 2016which are not relevant to these standalone financial statements. Hence reporting underthis clause is not applicable.

For Rajeev Prem & Associates
Chartered Accountants
Firm Registration No. 008905C
Rajeev Kapoor
Place : Kanpur PARTNER
Date : July 06 2019 Membership No. 077827
UDIN: 19077827AAAABJ1149

ANNEXURE A TO THE INDEPENDENT AUDITORS'

REPORT

(Referred to in paragraph 1 of our report of even date on standalone financialstatements for the financial year ended March 31 2019 of Superhouse Limited)

In terms of the information and explanations given to us and also on the basis of suchchecks as we considered appropriate we state that:

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

(b) All the fixed assets have not been physically verified by the management during theyear but there is regular program of physical verification which in our opinion isreasonable having regard to the size of the Company and the nature of fixed assets. Nomaterial discrepancies have been noticed in respect of the assets physically verifiedduring the year.

(c) According to the information and explanations given to us and the records examinedby us we report that the title deeds comprising all the immovable properties of landand buildings are held in the name of the Company as at the balance sheet date exceptthe following:

(Amount in Lacs)
Particulars of the land and building Gross Block as at the Balance Sheet date Net Block as at the Balance Sheet date Remarks
DDA Flat No. FF2 at Sukhdeo Vihar Jamia Nagar New Delhi 19.00 12.80 Agreement to sale with General Power of Attorney executed Title Deed is yet to be executed.
DDA Flat No. FF3 at Sukhdeo Vihar Jamia Nagar New Delhi 11.40 7.64

(ii) The inventories of the Company have been physically verified by the management atregular interval during the year. In our opinion the frequency of verification isreasonable. As explained to us the discrepancies noticed on verification were notmaterial in relation to the operations of the Company.

(iii) The Company has not granted any loan secured or unsecured to companies firmsLimited Liability Partnerships or other parties listed in the register maintained underSection 189 of the Companies Act 2013 (the Act) excepting interest free unsecured demandloan to two Wholly Owned Subsidiaries incorporated outside India out of which one suchcompany has repaid the loan.

(a) The terms and conditions of such loan/advance are prima facie not prejudicial tothe company's interest.

(b) As the loans are in the nature of demand loan no schedule of repayment ofprincipal and payment have been specified.

(iv) The Company has complied with the provisions of Sections 185 and 186 of the Act inrespect of grant of loans making investments and providing guarantees and securities asapplicable.

(v) In our opinion the Company has not accepted any deposit during the year within themeaning of Section 73 to Section 76 of the Companies Act 2013 (the Act) read with theRules framed there under. Hence paragraph 3(v) of the Order is not applicable.

(vi) Having regard to the nature of the Company's business / activities themaintenance of cost records has not been specified by the Central Government under section148(1) of the Act. Accordingly reporting under clause (vi) of paragraph 3 of the Order isnot applicable.

(vii) (a) According to the books and records produced and examined by us the Companyis generally regular in depositing undisputed Statutory dues including Provident FundEmployees' State Insurance Income Tax Sales Tax Service Tax Duty of Customs Duty ofExcise Value Added Tax Goods and Services Tax (GST) Cess and other material statutorydues as applicable with the appropriate authorities and no undisputed amount payable inrespect of aforesaid statutory dues were outstanding as at March 31 2019 for a period ofmore than six months from the date they become payable.

(b) According to the information and explanations given to us there are no dues ofIncome Tax Sales Tax Service Tax Duty of Customs Duty of Excise Value Added Tax andGST which have not been deposited on account of any dispute except mentioned as below:

Name of the Statute Nature of dues Forum where dispute is pending Period to which amount relates Amount* (Rs. in Lacs)
2005-06 0.28
2011-12 1.28
The Trade Tax and Central Sales Tax Act Tax & interest Joint Commissioner of Trade Tax 2012-13 1.29
2015-16 17.10
Entry Tax Joint Commissioner of Trade Tax 2005-06 5.87

* Demand net of amount paid under protest

(viii) The company has not defaulted in repayment of loans or borrowings to a financialinstitution bank government or dues to debenture holders during the year.

(ix) The company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. In our opinion the term loanshave been applied for the purposes for which they were raised.

(x) Based on the audit procedures performed and according to the information andexplanations given to us no material fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

(xi) In our opinion the managerial remuneration paid or provided by the company is inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act.

(xii) The company is not a "Nidhi Company"; hence paragraph 3(xii) the Orderis not applicable.

(xiii) In our opinion transactions with the related parties are in compliance withsection 177 and 188 of Act where applicable and the details of such transactions have beendisclosed in the Standalone Financial Statements as required by the applicable Ind AS.

(xiv) The company has not made preferential allotment or private placement of shares orfully or partly convertible debentures during the year under review. Hence paragraph3(xiv) the Order is not applicable.

(xv) In our opinion the company has not entered into any non-cash transactions withdirectors or persons connected with him. Hence paragraph 3(xv) the Order is notapplicable.

(xvi) In our opinion the company is not required to be registered under Section 45 IAof the Reserve Bank of India Act 1934.

For Rajeev Prem & Associates
Chartered Accountants
Firm Registration No. 008905C
Rajeev Kapoor
Place : Kanpur PARTNER
Date : July 06 2019 Membership No. 077827
UDIN: 19077827AAAABJ1149

ANNEXURE B TO THE AUDITORS' REPORT

(Referred to in paragraph 3(f) of our report of even date on the standalone financialstatements for the financial year ended March 31 2019 of

Superhouse Limited)

Report on the Internal Financial Controls under Clause (i) of subsection 3 of Section143 of the Companies Act 2013 ("the Act")

Opinion

We have audited the internal financial controls with reference to standalone financialstatements of SuperhouseLimited ("the Company") as of March 31 2019 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

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 March 31 2019 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.

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). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the 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 ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 standalone financial statements whether due to fraud orerror.

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.

For Rajeev Prem & Associates
Chartered Accountants
Firm Registration No. 008905C
Rajeev Kapoor
Place : Kanpur PARTNER
Date : July 06 2019 Membership No. 077827
UDIN: 19077827AAAABJ1149