TO THE MEMBERS OF
MAZDA PROPERTIES LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of MAZDA PROPERTIES LIMITED
("the Company"), which comprise the Balance Sheet as at 31st March ,
2018, the Statement of Profit and Loss (including Other Comprehensive Income), the cash
flow statement and the Statement of changes in Equity for the year then ended, and a
summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation
and presentation of these standalone financial statements that give a true and fair view
of the financial position, financial performance including other comprehensive income,
cash flows and changes in the equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards(Ind AS)
prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015.
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the company and
for preventing and detecting frauds and other irregularities; selection and applications
of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based
on our audit. In conducting our audit, we have taken into account the provisions of the
Act, the accounting and auditing standards and matters which are required to be included
in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing specified under Section 143(10) of the Act. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the Ind AS financial statements are free from material
misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and
the disclosures in the standalone financial statements. The procedures selected depend on
the auditors judgment, including the assessment of the risks of material misstatement of
the standalone financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant to the Companys
preparation of the standalone financial statements that give a true and fair view in order
to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the Companys Directors, as
well as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial statements.
Basis for Qualified Opinion
Attention is invited to Note No. 16A, which was also the subject matter of our report
similarly qualified in the previous year, regarding non provision of interest payable to a
party Rs. 15,22,142/- for the reasons stated therein which constitutes a departure from
the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act. If the
same is considered, the project expenses (under Note 5) as at the year end would have been
Rs.90,07,841/- as against the reported figure of Rs.74,85,699/- (Previous year
Rs.89,63,724/- as against the reported figure of Rs.74,85,699/-) and Other Current
Liabilities (under Note 12) would have been Rs.32,66,426/- as against the reported figure
of Rs.17,44,284/- (Previous year Rs.30,98,979/- as against the reported figure of
Rs.16,20,954/-).
Qualified Opinion
In our opinion and to the best of our information and according to the explanations
given to us, except for the effects of the matter described in the basis for the qualified
opinion paragraph above, the aforesaid financial statements give the information required
by the Act, in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company
as at 31st March, 2018, and its loss and its cash flows for the year ended on
that date.
Emphasis of Matters
We draw attention to the following matter in the Note to the financial statements:
(a) Note No. 20 in the financial statement which indicates that the Company has
accumulated losses and its net worth has been fully eroded, the Company has incurred a net
loss during the current and previous year(s) and, the Companys current liabilities
exceeded its current assets as at the balance sheet date. These conditions indicate the
existence of a material uncertainty that may cast significant doubt about the Companys
ability to continue as a going concern. However, the financial statements of the Company
have been prepared on a going concern basis for the reason stated in the said Note No. 20.
Our opinion is not qualified in respect of these matters.
(b) Note No. 21 in the financial statement which indicates that subsequent to the year
ended 31.03.2018, shares of the company have been delisted by SEBI w.e.f. 09.05.2018. Our
report is not qualified in respect of this matter. Our opinion is not qualified in respect
of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016 (‘the Order)
issued by the Central Government of India in terms of sub-section (11) of section 143 of
the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3
and 4 of the Order.
2. As required by section 143 (3) of the Act, we further report that:
(a) we have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit;
(b) except for the effects of the matter described in the Basis for Qualified Opinion
paragraph above, in our opinion, proper books of account as required by law have been kept
by the Company 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 Statement
dealt with by this Report are in agreement with the books of account;
(d) except for the effects of the matter described in the Basis for Qualified Opinion
paragraph above, in our opinion, the aforesaid financial statements comply with the
applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014;
(e) the going concern matter described in sub - paragraph (a) under the Emphasis of
Matters paragraph above, in our opinion, may have an adverse effect on the functioning of
the company;
(f) on the basis of written representations received from the Directors as on 31st
March, 2018 and taken on record by the Board of Directors, we report that none of the
Directors is disqualified as on 31st March, 2018 from being appointed as a director in
terms of Section 164(2) of the Act;
(g) with respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate report in Annexure B;
(h) subject to the qualification relating to non provision of interest payable to a
party as stated in the Basis for Qualified Opinion paragraph above, (i) with respect to
other matters to be included in the Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and 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 financial
position in its financial statements – Refer Note No. 5(A) to the financial
statements;
ii. The Company did not have any long - term contracts including derivative contracts;
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company;
|
For V. J. SHAH & CO. |
|
(Chartered Accountants) |
|
Firm Regn. No.109823W |
| Place : Mumbai |
(CHINTAN V. SHAH) |
| Date : 4th September, 2018 |
Partner |
|
Membership No.164370 |
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory
Requirements section of our report of even date)
i) The Company does not own any fixed assets. Therefore, requirements of clauses 3 (i)
(a) to 3 (i) (c) of the Order are not applicable.
ii) The Company is engaged in the business of real estate. It does not hold any
physical inventories. Therefore, requirements of clause 3 (ii) of the Order are not
applicable.
iii) The Company has not granted any loans, secured or unsecured to companies, firms or
other parties covered in the register maintained under Section 189 of the Companies Act,
2013 (18 of 2013). Therefore, requirements of clauses 3 (iii) (a) to 3 (iii) (c) of the
Order are not applicable.
iv) The compliance of provisions of Section 185 and 186 of the Act is not required in
respect of loans, investments, guarantees, and securities as no such transactions have
been entered into by the Company during the year.
v) The Company has not accepted any deposits from the public within the meaning of
sections 73 to 76 or any other relevant provisions of the Companies Act, where applicable
and the Rules framed there under. We are informed that no Order has been passed by the
Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court
or any other Tribunal.
vi) As informed to us, the maintenance of cost records has not been prescribed by the
Central Government under section 148(1) of the Companies Act, 2013, in respect of
activities carried on by the Company.
vii) a) In our opinion and according to the information and explanations given to us
and on the basis of our examination of the records of the Company, the Company has been
regular in depositing undisputed statutory dues, including provident fund, employees
state insurance, income tax, sales tax, service tax, customs duty, excise duty, value
added tax, cess and any other material statutory dues with the appropriate authorities,
where applicable.
b) According to the records of the Company and information and explanations given to
us, no disputed amount is outstanding in respected of dues of income tax, sales tax,
service tax, customs duty, excise duty, value added tax, cess and any other material
statutory dues.
viii) The Company does not have any loans or borrowings from any financial institution,
banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of
the Order is not applicable.
ix) The 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,
paragraph 3 (ix) of the Order is not applicable. x) According to the information and
explanations given to us, no material fraud by the Company or on the Company by its
officers or employees has been noticed or reported during the course of our audit.
xi) According to the information and explanations give to us and based on our
examination of the records of the Company, the Company is not liable to pay/provide for
managerial remuneration in accordance with the provisions of section 197 read with
Schedule V to the Act. Accordingly, paragraph 3(xi) of the Order is not applicable.
xii) In our opinion and according to the information and explanations 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 our
examination of the records of the Company, transactions with the related parties are in
compliance with sections 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the financial statements as required by the applicable
accounting standards.
xiv) According to the information and explanations give to us and based on our
examination of the records of the Company, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible debentures during
the year.
xv) According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not entered into non-cash
transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of
the Order is not applicable.
xvi) The Company is not required to be registered under section 45-IA of the Reserve
Bank of India Act, 1934.
|
For V. J. SHAH & CO. |
|
(Chartered Accountants) |
|
Firm Regn. No.109823W |
| Place : Mumbai |
(CHINTAN V. SHAH) |
| Date : 4th September, 2018 |
Partner |
|
Membership No.164370 |
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2(g) under ‘Report on Other Legal and Regulatory
Requirements section of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Mazda
Properties Limited ("the Company") as of 31st March, 2018 in
conjunction with our audit of the standalone financial statements of the Company for the
year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India (‘ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to Companys policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the ‘Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be
prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting were established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of
Management and directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
Companys 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 financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31st March, 2018
based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
|
For V. J. SHAH & CO. |
|
(Chartered Accountants) |
|
Firm Regn. No.109823W |
| Place : Mumbai |
(CHINTAN V. SHAH) |
| Date : 4th September, 2018 |
Partner |
|
Membership No.164370 |
+91-9892691696
