To the Members of Wonderla Holidays Limited
Report on the audit of the Ind AS financial statements
We have audited the accompanying Ind AS financial statements of Wonderla HolidaysLimited ("the Company") which comprise the and Balance Sheet as at 31 March2018 the Statement of Profit and Loss (including other comprehensive income) theStatement of cash flows and the Statement of changes in equity for the year then endedand a summary of significant accounting policies and other explanatory information.
Management's responsibility for the Ind AS financial statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 2013 with respect to the preparation of these Ind ASfinancialstatements that give a true and fair view of the state of affairs profit(including other comprehensive income) changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards prescribed under section includes maintenance of adequateaccounting records in with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication policies; making judgments and estimates that are reasonable and prudent; anddesign implementation 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 Ind AS financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.
In preparing the Ind AS financial responsible for assessing the Company's ability tocontinue concern disclosing as applicable matters related to going concern and usingthe going concern basis of accounting either intends to liquidate the Company or toceaseoperationsor has no realistic alternative but to do so.
Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made thereunder. (11) of section 143 of the Actwe We conducted our audit of the Ind AS financial statements in under Section accordancewith the Standards on Auditingspecified 143(10) of the Act. Those Standards require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whethertheIndASfinancialstatements are free from material misstatement. Anaudit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditorconsidersinternalfinancialcontrols 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. We are also responsible toconclude on the appropriateness of management's use of the going concern basis ofaccounting based on the audit evidence obtained whether a material uncertainty existsrelated to events or conditions that may cast significant doubt on the entity's ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in the auditor's report to the related disclosures in the IndAS financial statements or if such disclosures are inadequate to modify the opinion. Ourconclusions are based on the audit evidence obtained up to the date of the auditor'sreport. However future events or conditionsmay cause an entity to cease to continue as a("the Act") going concern.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.
This responsibility also accordance In our opinion and to the best of our informationand according to the explanations given to us the aforesaid Ind AS financial statementsgive the information required by the Act in the manner so required and give a true andfair view in conformity with the accounting ofappropriateaccounting principles generallyaccepted in India including the Ind AS of the state of affairs of the Company as at 31March 2018 and its profit for (including other comprehensive income) changes in equityand its cash flows for the year ended on that date.
The comparative financial informationof the Company for the year ended 31 March 2017and the transition date opening balance sheet statements management is as at 1 April 2016included in these Ind AS financial statements as a going are based on thepreviouslyissuedstatutoryfinancialstatements prepared in accordance with the Companies(AccountingStandards) unless management Rules 2006 audited by the then statutory auditorwhose report for the year ended 31 March 2017 and 31 March 2016 dated 24 May 2017 and 24May 2016 respectively expressed an unmodifiedopinion on those financialstatements asadjusted for the differences in the accounting principles adopted by the Company ontransition to the Ind AS which have been audited by us.
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 we give terms of sub-section in in in theAnnexure A a statement on the matters specified paragraphs 3 and 4 of the Order.
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 purpose of our audit;
. (b) in our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;
(c) the balance sheet the statement of profit and loss (including other comprehensiveincome) the statement of cash flows and the statement of changes in equity dealt with bythis report are in agreement with the books of account;
(d) in our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards specified under Section133 of the Act read with relevant rules issuedthereunder;
(e) on the basis of writtenrepresentationsreceived from the directors as on 31 March2018 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2018 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 the reporting effectiveness of such controls refer to our separatereport in Annexure B'; and is reasonable
(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) Rules2014in given to usand explanations our opinion and to the best of our information of the records accordingto the explanations given to us:
(i) the Company has disclosed the impact of pending litigations on its financialfinancial statements Refer Notes 39 to the Ind AS financial statements;
(ii) the Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses; given to
(iii) there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company; and
(iv) The disclosures in the Ind AS financial regarding holdings as well as dealings inspecified bank notes during the period from 8 November 2016 to 30 December 2016 have notbeen made since they do not pertain to the financial 2018. However amounts as appearing inthe audited financial statements for the period ended 31 March 2017 have been disclosed.
Annexure A to the Independent Auditor's Report
The Annexure referred to in paragraph 1 in "Report on Other Legal and RegulatoryRequirements" in the Independent Auditor's Report to the members of the Company onthe Ind AS financial statements for the year ended 31 March 2018 we report that:
i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verifiedin a phased manner over a period of three years.Companyand In accordance with this program certain fixed assets were verified during theyear and no material discrepancies were noticedon such verification. In our opinion thisperiodicity regard to the size of physicalverification of the Company and the nature ofits assets.
(c) According to the information of the and on the basis of our examination andCompany the title deeds of immovable properties in the name of the Company.
ii. position in The inventoryits Ind AS has been physically verifiedby the managementduring the year. In our opinion the frequency of such verification is reasonable. Thediscrepancies noticed on verification between the physical stocks and the book recordswere not material.
iii. According to the information and explanations us we are of the opinion that thereare no loans secured or unsecured granted to companies firms Limited LiabilityPartnerships or other parties covered in the maintained under section 189 of the CompaniesAct statements ("the Act"). Accordingly paragraph 3 (iii) of the Order is notapplicable.
iv. According to the information and explanations we are of the opinion that there areno loans investments year ended 31 March guarantees and securitiesthat have beengranted by the Company and hence provisions of the section 185 and 186 of the Act are notapplicable to the Company. Thus paragraph 3(iv) of the order is not applicable. v.According to the information and explanations given to us the Company has not acceptedany deposits from the public in accordance with the provisions of Sections 73 to 76 or anyother relevant provisions of the Act and the rules framed there under.
vi. According to the information and explanations given to us the Central Governmentof India has not prescribed the maintenance of cost records under section Act for any ofthe services rendered/products sold 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 employees' stateinsurance income-tax sales Tax value added tax service tax goods and services taxduty of customs and other material statutory dues have been generally regularly depositedduring the year by the Company with the appropriate authorities. As explained to us theCompany did not have any dues on account of duty of excise and cess.
According to the information and explanations given to us there are no undisputedamounts payable in respect of provident fund employees' state insurance income-taxservice tax good and services tax sales tax value added tax duty of customs and othermaterial statutory dues which were in arrears as at 31 March 2018 for a period of morethan six months from the date they became payable.
(d) According to the information and explanations there are no material dues of duty ofcustoms value added tax goods and services tax and sales tax which have not beendeposited with the appropriate authorities on account of any dispute. The following duesof income tax service tax have not been deposited by the Company on account of disputes:
|Name of the Statute ||Nature of dues demanded ||Amount (Rs.) ||Period to which the amount relates ||Forum where dispute is pending |
|Finance Act 1994 ||Service tax ||39079348 (10923000)* ||2007-08 to 2013-14 ||Customs Excise and Service Tax |
|Income Tax Act 1961 ||Income Tax ||1468732 (1468732)* ||AY 2006- 07 ||Appellate Tribunal Bangalore Income Tax appellate tribunal (ITAT) |
*The amount in bracket represents the amount paid under protest.
viii. In our opinionandaccordingtotheexplanationsgiven to us the Company has notdefaulted 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 explanation given to us the Company hasapplied the term loans for the purpose for which the loans were obtained. The Company didnot raise any money by way of initial public offer or further public offer (including debtinstruments) during the year.
x. According to the information and explanationsgiven to us no fraud by the Company oron the Company by its officers or employees has been noticed or reported during the courseof 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 us theCompany 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 the ourexamination of the records of the Company transactionswith the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactionshave been disclosed in the Ind AS financial statements as required by theapplicable accounting 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.
xv. According to the information and explanations given to us giventous and based onour examination 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 tous the Company is not required to be registered under section 45-IA of the Reserve Bankof India Act 1934.
Annexure - B to the Independent Auditor's Report
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section143 of the Companies Act 2013 ("the We have audited the internal financial controlsover financial reporting of Wonderla Holidays Limited ("the Company") as of 31March 2018 in conjunction with our audit of the Ind AS financial statements of the Companyfor the period ended on that date. those policies and controlsover financial
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal controls over financial reporting criteriaestablished by the Company considering the essential components of internal controlsstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI'). Theseresponsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientof its business including adherence to company's policies the safeguarding of itsassets the prevention and detectionof frauds and errors the accuracy and completeness ofthe accounting records and the timelypreparation of reliable financial information asrequired under the Companies Act 2013. of internal financialcontrols over
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 FinancialControlsOverFinancialReporting(the"Guidance Note") and the Standards on deemed to be prescribed under section Act2013 to the extent applicable to an audit of internal financial controls both applicableto an audit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancialcontrols system over financialreporting and their internal financial controlsover financial reporting included obtaining an understanding financialcontrols overfinancial of internal reporting assessing the risk that a testing and evaluating thedesign and operating effectiveness internal controls based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the Ind AS financialstatements 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
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial financialreporting controls over is a process designedto provide reasonable assurance regarding the reliability of financial reportingand thepreparation of Ind AS financial statements for external purposes in accordance withgenerally accepted accounting principles. A Company's internal financial procedures that(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactionsand dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation ofInd AS financial statements in accordance with generally accepted accounting principlesand that receipts and expenditures of the Company are being made only in accordance withauthorisations of management and directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection dispositionof theunauthorisedacquisition useor Company's assets that could have a material effect on theInd AS financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations financialreporting including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of theinternal financialcontrols over financial reporting to future periods are subject to therisk that the internal financial controls over byICAIand financial reporting maybecome inadequate because of changes in conditions or that the degree of compliance143(10)oftheCompanies with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancialcontrols system over financial internal financial controls over financialreporting effectively as at 31 March 2018 based on the internal controls over financialreporting criteria established by the Company the essential components of internalcontrols stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. operatingeffectiveness. Our audit of
for B S R & Co. LLP
116231W/W-100024 weakness exists and of Firm's registration number:
Membership number: 099696
Place: Bangalore India
Date: 26 May 2018