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Tulip Star Hotels Ltd.

BSE: 531088 Sector: Services
NSE: N.A. ISIN Code: INE379C01016
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NSE 05:30 | 01 Jan Tulip Star Hotels Ltd
OPEN 25.40
PREVIOUS CLOSE 25.40
VOLUME 90
52-Week high 59.00
52-Week low 24.50
P/E
Mkt Cap.(Rs cr) 12
Buy Price 25.40
Buy Qty 10.00
Sell Price 27.00
Sell Qty 99.00
OPEN 25.40
CLOSE 25.40
VOLUME 90
52-Week high 59.00
52-Week low 24.50
P/E
Mkt Cap.(Rs cr) 12
Buy Price 25.40
Buy Qty 10.00
Sell Price 27.00
Sell Qty 99.00

Tulip Star Hotels Ltd. (TULIPSTARHOT) - Auditors Report

Company auditors report

To

The Members of Tulip Star Hotels Limited

Report on Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Tulip Star HotelsLimited (the "Company") which comprise the Balance Sheet as at March 31 2019and the Statement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information. In our opinion andto the best of our information and according to the explanations given to us theaforesaid standalone financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2019 its Loss changes in Equity and its Cash Flows 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 Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter:

Attention is invited to note number 18 note number 19 and note number 20 of notesforming part of accounts regarding the quality of the Company's investment in an investeecompany as well as recoverability of its interest free loan in the said company. theManagement is of the opinion that notwithstanding the ongoing financial and legal issuesof the investee company taking into account the present value of the investee company'shotel property vis--vis its aggregate liabilities there is no permanent diminution inthe book value of the Company's investments nor is there a threat to recovery of interestfree loan in the investee company in the long run. Our opinion on the financial statementsis not qualified in respect of this matter.

Key Audit Matter

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. ese matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Management's Responsibility for the Standalone 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 financial statements that give a true and fair view of the financialposition financial performance changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. is responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for 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 wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror. In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so. ose Board of Directors are also responsible for overseeing theCompany's financial reporting 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 assurance but 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 of users taken on thebasis of these 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 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 Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions 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 defficiencies in internal control that we identify during our audit. We alsoprovide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits 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 Companies Act 2013 we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act 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 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books 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 on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164 (2) of the Act.

f) According to the information and explanation given to us the Company has notestablished its internal financial control over financial reporting on criteria based onor considering the essential components of internal controls stated in the Guidance Noteon Audit of Internal Financial Controls over financial reporting issued by the Instituteof Chartered Accountants of India. Consequently we are unable to obtain sufficientappropriate audit evidence to provide basis for our opinion whether the Company hadadequate internal financial controls over financial reporting and whether such internalfinancial controls were operating effectively as at March 31st 2019.

We have considered the disclaimer reported above in determining the nature timing andextent of audit tests applied in our audit of the financial statements of the Company andthe disclaimer does not affect our opinion on the financial statements of the Company.

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 – Refer note number 21 of notes forming part ofaccounts;

ii. the Company did not have any long term contracts including derivative contractsthat require provision under any law or accounting standards for which there were anymaterial foreseeable losses.

iii. ere was no amount to be transferred to the Investor Education and Protection Fundby the Company.

For K A M G & Associates

Chartered Accountants

Firm Reg. No. 311027E
Arpit Shah

Partner

Place: Mumbai Membership No. 180949
Date: May 29 2019

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

the Annexure referred to in our Independent Auditor's Report to the members of theCompany on the financial statements for the year ended 31 March 2019 we report that:

i. the Company does not have any Fixed Assets.

ii. the Company is a service company primarily rendering hotel management services.Accordingly it does not hold any physical inventories. us paragraph 3(ii) of the Orderis not applicable. iii. the following are the particulars of unsecured loans granted bythe Company to companies firms or other parties covered in the register maintained undersection 189 of the Companies Act 2013 (‘the Act').

Details of loans granted:

Sr.No. Name of the Party Relationship Amount (Rs. ) Year-End Balance (Rs. )
1. V Hotels Ltd Common Directors Nil 370000000
2. Banzai Estates Private Limited Common Directors Nil 11500000

the above loans are interest free as such these loans are prejudicial to the interestof the Company.

We are informed that the terms of arrangements do not stipulate any repayment schedule.Accordingly paragraph 3 (iii) (b) & 3 (iii) (c) of the Order is not applicable to theCompany in respect of repayment of the principal amount. iv.

iv. In our opinion and according to the information and explanations given to us thecompany has not complied with the provisions of section 185 and 186 of the Act withrespect to the loans and investments made to the following parties:

Non compliance with the provisions of section 185 and 186 of the Act

Party Nature of Transaction Amount (Rs. )
V Hotels Ltd Inter-Corporate Deposit 370000000
Non compliance with the provisions of section 185 and 186 of the Act
Party Nature of Transaction Amount (Rs. )
Banzai Estates Private Limited Inter-Corporate Deposit 11500000
V Hotels Ltd Investment in Equity Shares 219982000
V Hotels Ltd Investment in Preference Shares 250000

v. the Company has not accepted any deposits from the public.

vi. the Central Government has not prescribed the maintenance of cost records undersection 148 (1) of the Act for any of the services rendered by the Company..

vii. (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund and employees'state insurance and other material statutory dues (barring tax deducted at source andservice tax) have been regularly deposited during the year by the Company with theappropriate authorities. As explained to us the Company did not have any dues on accountof sales tax wealth tax duty of customs value added tax cess and duty of excise.

According to the information and explanations given to us the following undisputedamounts payable in respect of income tax and service tax were in arrears as at 31 March2019 for a period of more than six months from the date they became payable.

Particulars Amount (Rs.)
Fringe Benefit Tax 475000
Service Tax 1363126
Tax Deducted at Source (TDS) 20103180
ESIC 6815
Provident Fund 50557

(b) According to the information and explanations given to us the following dues ofincome tax have not been deposited by the Company on account of disputes:

Nature of Disputed Dues Amount (Rs. ) In Lacs Forum where dispute is pending
Penalty U/s 221(1) of the Income Tax Act 1961 for assessment year 2007-08 40.34 Hon'ble Income Tax Tribunal New Delhi

viii. the Company did not have any outstanding dues to financial institutions banks orDebenture holders during the year. ix. the company did not raise any money by way ofinitial public offer or further public offer (including debt instruments) and term loansduring the year. Accordingly paragraph 3 (ix) of the order is not applicable.

x. According to the information and explanation given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit. xi. According to the information and explanations give to us andbased on our examination of the records of the Company the Company has not paid/providedfor any managerial remuneration. xii. In our opinion and according to the information andexplanations given to us the Company is not a nidhi company. Accordingly paragraph 3(xii) of the Order is not applicable.

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 where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

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 paragraph 3(xv) ofthe Order is not applicable.

xvi. the Company is not required to be registered under section 45-IA of the ReserveBank of India.

For K A M G & Associates

Chartered Accountants

Firm Reg. No. 311027E
Arpit Shah

Partner

Place: Mumbai Membership No. 180949
Date: May 29 2019