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Wonderla Holidays Ltd.

BSE: 538268 Sector: Services
NSE: WONDERLA ISIN Code: INE066O01014
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OPEN 234.00
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VOLUME 20815
52-Week high 269.90
52-Week low 135.05
P/E
Mkt Cap.(Rs cr) 1,297
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 234.00
CLOSE 229.70
VOLUME 20815
52-Week high 269.90
52-Week low 135.05
P/E
Mkt Cap.(Rs cr) 1,297
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wonderla Holidays Ltd. (WONDERLA) - Auditors Report

Company auditors report

To the Members of Wonderla Holidays Limited

Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of Wonderla Holidays Limited ("theCompany") which comprise the balance sheet as at 31 March 2021 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 our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("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 31 March 2021 and loss and other comprehensiveincome 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 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 there under 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.

Emphasis for Matter

We draw attention to Note 43 to the audited financial statements which describes theeconomic and social disruption the Company is facing as a result of COVID-19 which isimpacting the Company's operations and financial performance.

Our opinion is not modified in respect of this matter.

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 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.

The key audit matter How the matter was addressed in our audit
Audit of revenue recognition Our audit procedures included the following:
See note 2.5 of accounting policies to the financial statements • Assessed the revenue recognition accounting policies are in compliance with the accounting standards
The industry in which the Company operates involves significant amount of cash collection for revenue generation which carries a risk of misappropriation due to fraud or error. . • Tested the design and operating effectiveness of relevant key controls with respect to revenue recognition on a sample basis.
• Tested the design implementation and operating effectiveness of the Company's general IT controls and key application controls over the Company's IT systems which govern revenue recognition in the accounting system.
• Performed substantive tests by selecting samples of revenue transactions recorded during the year. As part of the substantive tests we inspected the underlying documents.
• Performed reconciliations of total cash received to revenue recorded.
Impairment of non-financial assets Our audit procedures included the following:
See note 2.10 3A 3B and 3C of the financial statements • Updated our understanding and evaluation of the controls around these risks.
• The carrying value of the Company's property plant and equipment capital work-in-progress right to use assets and intangible assets as at 31 March 2021 (excluding land) amounts ' 27156 Lakhs. • Evaluated the possibility and plan for resumption of operations by the Company.
• The Company has identified each of its Amusement Parks ("the Parks") as a separate Cash Generating Unit ("CGU"). Due to the impact of Covid 19 Pandemic an impairment assessment of the Company's Parks is to be performed. • Assessed the assumptions used in the cash flow projections and the adverse effects from the outbreak of Covid 19 pandemic.
• Assessed the historical accuracy of the Company's forecasts by comparing with the actual results.
The key audit matter How the matter was addressed in our audit
• The impairment testing of the Parks CGU requires significant judgements and estimates in assessing the recoverable value. • Performed sensitivity analysis for evaluation of any foreseeable change in assumptions leading to change in the VIU.
The recoverable value is considered to be the higher of the Company's assessment of the Value in Use ("VIU") and the Fair Value Less Costs to Sell ("FVLCS"). • Verified approval of the Board of Directors for the revised cost budgets of the Chennai Project.
• There is a risk over the Company's assessment and measurement of impairment. The risk relates to uncertainties involved in forecasting of cash flows and key assumptions such as future revenue margins overheads growth rates and weighted average cost of capital for the purpose of determining VIU. • Tested the Project related expenditures with underlying documents to verify the existence and accuracy of classification of such costs.
• Further the carrying value of capital work-in-progress property plant and equipment and capital advances towards proposed Chennai Project ("the Project") as at 31 March 2021 amounts Rs.11023 lakhs (including land Rs.7411 lakhs). • Analyzed the Company's assessment of the continued feasibility of the Project. Inquired with the Company on the stage of development of the Project and challenged the judgments used by them for expected probable economic benefits and associated expenditures.
• The Company's initial plans to commence the Project construction by FY 2018 got delayed as tax exemptions from the Government of Tamil Nadu were awaited and recently again due to outbreak of Covid 19. • Involved our valuation specialists to evaluate the fair value of specified land based on the real estate market enquiry/market survey.
• The Company had obtained necessary approvals for construction. It expects construction to restart from April 2022 with a targeted completion by September 2023. • Involved our valuation specialists to evaluate the fair value less costs to sell of specified entertainment amusement rides reported in the valuation report.
• Owing to the delay in the Project and uncertainty involved with respect to the timing of its restart the carrying value of the Project requires to be assessed for recoverability. • Assessed the adequacy of disclosures in the financial statements on key judgements assumptions and quantitative data with respect to impairment assessment.

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 report but does not include the financial statements and our auditors' reportthereon.

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 nothing to report in this 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 these financial 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 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 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's financialreporting 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 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 of Directors use ofthe going concern basis of accounting 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 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 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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditors' report unless law or regulation precludes public disclosure about the matter orwhen 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 (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 in paragraphs 3 and 4 of theOrder to the extent applicable.

(A) 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 (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 of account;

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

e) On the basis of the written representations received from the directors as on 31March 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2021 from being appointed as a director in terms of Section164(2) of the Act; and

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".

(B) 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 2021 onits financial position in its financial statements - Refer Note 40 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 were no amounts which are required to be transferred to the InvestorEducation and Protection Fund by the Company; and

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 2021.

(C) With respect to the matter to be included in the Auditors' Report under section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its Directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

for B S R & Associates LLP
Chartered Accountants
(Firm's Registration No. 116231W/W-100024)
Vipin Lodha
Partner
Place: Bengaluru (Membership No. 076806)
Date: 8 June 2021 UDIN: 21076806AAAAAV1956

Annexure A to the Independent Auditors' Report on the financial statements of WonderlaHolidays Limited for the year ended 31 March 2021

The Annexure referred to in paragraph 1 in "Report on Other Legal and RegulatoryRequirements" in the Independent Auditors' Report to the members of the Company onthe financial statements for the year ended 31 March 2021 we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inaccordance with this program certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

ii. The inventory has been physically verified by the management during the year.In our opinion the frequency of such verification is reasonable. The discrepanciesnoticed on verification between the physical stocks and the book records were notmaterial.

iii. According to the information and explanations given to us we are of theopinion that there are no loans secured or unsecured granted to companies firms limitedliability partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013 ("the Act"). Accordingly paragraph 3 (iii) of theOrder is not applicable.

iv. According to the information and explanations given to us we are of theopinion that there are no loans investments guarantees and securities that have beengranted by the Company and hence provisions of the section 185 and

186 of the Act are not applicable to the Company. Thus paragraph 3(iv) of the Order isnot applicable.

v. According to the information and explanations given to us the Company has notaccepted any deposits from the public in accordance with the provisions of Sections 73 to76 or any other relevant provisions of the Act and the rules framed there under.

vi. According to the information and explanations given to us the CentralGovernment of India has not prescribed the maintenance of cost records under section148(1) of the Act for any of the services rendered/products sold by the Company.

vii. (a) According to the information and explanations given to us and on the basisof our examination of the records of the Company amounts deducted/ accrued in the booksof account in respect of undisputed statutory dues including provident fund employees'state insurance income-tax goods and services tax duty of customs cess and othermaterial statutory dues have been generally regularly deposited during the year by theCompany with the appropriate authorities. As explained to us the Company did not have anydues on account of sales tax value added tax service tax and duty of excise.

According to the information and explanations given to us there are no undisputedamounts payable in respect of provident fund employees' state insurance income-taxgoods and services tax duty of customs cess and other material statutory dues which werein arrears as at 31 March 2021 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us there are no materialdues of goods and services tax duty of customs and sales tax which have not beendeposited with the appropriate authorities on account of any dispute. The following duesof income tax and value added tax have not been deposited by the Company on account ofdisputes:

Name of the Statute Nature of dues demanded Amount (Rs. in Lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income tax 4.45 AY 2005-06 Assistant Commissioner of Income Tax
(4.45)
Income Tax Act 1961 Income tax 64.79 AY 2018-19 Commissioner of Income Tax (CIT) (Appeals)
Telangana VAT Act 2005 Value added tax 57.08 1 April 2014 to 30 June 2017 Additional Commissioner of Commercial Taxes Hyderabad
(5.77)

*The amount in bracket represents the amount paid under protest.

viii. In our opinion and according to the explanations given to us the Company hasnot defaulted in repayment of loans and borrowings to banks. The Company did not have anyloans or borrowings from any financial institution government or any dues to debentureholders during the year.

ix. In our opinion and according to the information and explanations given to usthe Company did not raise any money by way of initial public offer or further public offer(including debt instruments) and term loans during the year. Accordingly the provisionsof Paragraph 3(ix) of the Order are not applicable to the Company.

x. According to the information and explanations given to us no material fraud bythe Company or on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

xi. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V of the Act.

xii. In our opinion and according to the information and explanations given to usthe Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.

xiii. According to the information and explanations given to us and based on theour examination of the records of the Company transactions with the related parties arein compliance 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 given 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. Accordingly the provisions of paragraph 3(xiv) of the Order is not applicable.

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. According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

for B S R & Associates LLP
Chartered Accountants
(Firm's Registration No. 116231W/W-100024)
Vipin Lodha
Partner
Place: Bengaluru (Membership No. 076806)
Date: 8 June 2021 UDIN: 21076806AAAAAV1956

Annexure -B to the Independent Auditors' report on the financial statements of WonderlaHolidays Limited for the year ended 31 March 2021

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

Opinion

We have audited the internal financial controls with reference to financial statementsof Wonderla Holidays Limited ("the Company") as of 31 March 2021 in conjunctionwith our audit of the financial statements of the Company for the year 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 2021 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 Responsibility for 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 under the Companies Act 2013 (hereinafter referred to as"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 Noterequire that 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 controlsassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls 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 andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls 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 & Associates LLP
Chartered Accountants
(Firm's Registration No. 116231W/W-100024)
Vipin Lodha
Partner
Place: Bengaluru (Membership No. 076806)
Date: 8 June 2021 UDIN: 21076806AAAAAV1956

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