<dhhead>Independent Auditor’s Report</dhhead>
To the Members of Howard Hotels Limited Report on the Audit of
the Financial Statements
Opinion
We have audited the accompanying Ind AS financial statements of
Howard Hotels Limited (the ‘Company’), which comprise the Balance Sheet as at 31
March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and
a summary of the significant accounting policies and other explanatory information. In our
opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Companies Act,
2013 (the ‘Act’) in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India including Indian
Accounting Standards (‘Ind AS’) specified under Section 133 of the Act, of the
state of affairs (financial position) of the Company as at 31 March 2023, and its Profit
(financial performance including other comprehensive income), its cash flows and the
changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statement in accordance
with the Standards on Auditing specified under Section 143(10) of the Act. Our
responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India (‘ICAI’) together with the ethical
requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the financial statements.
Emphasis of Matter
We draw attention to Note No. 48 of the Financial Statements
which state that the amount shown in trade receivables and trade payables along with
corresponding advances are subject to confirmation from them.
Our opinion is not modified in respect of abovementioned
matters.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
We have determined that there are no Key Audit matters to
communicate in our report.
Information other than the Financial Statements and Auditor’s
Report thereon
The Company’s Board of Directors is responsible for the
other information. The other information comprises the information included in the annual
report, but does not include the financial statements and our auditor’s report
thereon. The annual report is expected to be made available to us after the date of this
auditor’s report.
Our opinion on the financial statements does not cover the other
information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information identified above when it becomes available
and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to the preparation of these
financial statements that give a true and fair view of the state of affairs (financial
position), profit or loss (financial performance including other comprehensive income),
changes in equity and cash flows of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and 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 financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.The Board of Directors are also
responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of thesefinancial
statements.
As part of an audit in accordance with Standards on Auditing, we
exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
i. Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
ii. Obtain an understanding of internal financial control
relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under Section 143(3) (i) of the Act, we are also responsible for explaining
our opinion on whether the Company has adequate internal financial controls system in
place and the operating effectiveness of such controls.
iii. Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related disclosures made by management.
iv. Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the 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’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
v. Evaluate the overall presentation, structure and content of
the financial statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most significance in the audit of the
financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1) As required by Section 197(16) of the Act, we report that the
Company has paid remuneration to its director during the year in accordance with the
provisions of and limits laid down under Section 197 read with Schedule V to the Act.
2) As required by the Companies (Auditor’s Report) Order,
2020 (the ‘Order’) issued by the Central Government of India 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 the Order.
3) Further to our comments in Annexure 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 best of 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 the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including
Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow
dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid financial statements comply
with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
e) On the basis of the written representations received from the
directors as on March 31, 2023 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2023 from being appointed as a director in terms
of Section 164 (2) of the Act.
f) 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”. Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the company’s
internal financial controls over financial reporting.
g) with respect to the other matters to be included in the
Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors)
Rules, 2014 (as amended), in our opinion and to the best of our information and according
to the explanations given to us:
(i) The Company does not have any pending litigations which
would impact its financial position;
(ii) The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses;
(iii) There has been no delay in transferring amounts, required
to be transferred, to the Investor Education and Protection Fund by the Company during the
year ended 31 March 2023;
iv. (a) The Management has represented that, to the best of its
knowledge and belief, no funds (which are material either individually or in the
aggregate) have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any other person or
entity, including foreign entity (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its
knowledge and belief, no funds (which are material either individually or in the
aggregate) have been received by the Company from any person or entity, including foreign
entity (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered
reasonable and appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e),
as provided under (a) and (b) above, contain any material misstatement.
V. During the year the Company has not declared or paid dividend
under section 123 of the Companies Act, 2013.
VI. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014
for maintaining books of account using accounting software which has a feature of
recording audit trail (edit log) facility is applicable to the Company with effect from
April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and
Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.
For B G G& Associates |
Chartered Accountants |
FRN:- 016874N |
CA Alok Kumar Bansal |
Partner |
M. No. :- 092854 |
UDIN :- 23092854BGYPFY4404 |
Place :-Agra |
Date :- May 24,2023 |
“Annexure A” to the Independent Auditor’s Report
(Referred to in paragraph 2 under ‘Report on Other Legal
and Regulatory Requirements’ section of our report to the Members of Howard Hotels
Limited of even date)
Based on the audit procedures performed for the purpose of
reporting a true and fair view on the financial statements of the Company and taking into
consideration the information and explanations given to us and the books of account and
other records examined by us in the normal course of audit, and to the best of our
knowledge and belief, we report that:
i. (a) In respect of the Company’s Property, Plant and
Equipment and Intangible Assets:(A) The Company has maintained proper records showing full
particulars including quantitative details and situation of Property, Plant and
Equipment.(B) The company is maintaining proper records showing full particulars of
intangible assets;
(b) The Company has a regular programme of physical verification
of its fixed assets by which fixed assets are verified in a phased manner.
In accordance with this programme, certain fixed assets were
verified during the year and no material discrepancies were noticed on such verification.
In our opinion, this periodicity of physical verification is reasonable having regard to
the size of the company and the nature of its assets.
(c) According to the Information and explanation given to us and
on the basis of examination of books of account and other documents, the title deeds of
immovable properties owned by the Company are held in the name of the Company.
(d) The company has not revalued its Property, Plant and
Equipment or intangible assets during the year.
(e) No proceedings have been initiated during the year or are
pending against the Company as at March 31, 2023 for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made
thereunder.
ii. (a) According to the information & explanation given to
us, physical verification of inventory has been conducted at reasonable intervals by the
management. In our opinion, the frequency of such verification is reasonable and the
coverage and procedure of such verification by the management is appropriate. The
discrepancies noticed on verification between the physical stocks and the book records
were not material and have been properly dealt with in the book of accounts.
(b) According to the information and explanations given to us
and from our examination of books of account and other documents the company has not been
sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks
or financial institutions on the basis of security of current assets; during the year.
iii. According to the information and explanation given to us,
the Company has not made any investment or provided any guarantee or security or granted
any loans or advance in nature of loans, secured or unsecured to companies, firms or other
parties covered in the register maintained under section 189 Companies Act 2013 during the
year. Accordingly, Clauses (a) to (f) of sub Para iii of paragraph 3 of the order are not
applicable.
iv. According to the information & explanation given to us,
the Company has neither given any loans or guarantees nor made any investment and
securities as per provisions of section 185 and I86 of the Companies Act, 2013.
Accordingly, this Clause Para iii of paragraph 3 of the order are not applicable.
v. According to the information and explanations given to us,
the Company has not accepted any deposits from the public as mentioned in the directives
issued by Reserve Bank of India and provisions of sections 73 to 76 of the Companies Act,
2013 or any other relevant provisions of the Act and the rules framed there under.
vi. To the best of our knowledge and explanation given to us,
the Central Government has not prescribed maintenance of cost records under clause of sub
section (1) of section 148 of the Companies Act, 2013 for the services rendered by the
company. Hence, the provisions of paragraph 3(vi) of the Order is not applicable.
vii. (a) According to the information and explanations given to
us and according to the books and records produced before us, the company is generally
regular in depositing with appropriate authorities undisputed statutory dues including
provident fund, investor education and protection fund, employees’ state insurance,
income tax, goods and services tax, sales tax, custom duty, service tax, excise duty, cess
and other material statutory dues applicable to it.According to the information and
explanations given to us, no undisputed amounts payable in respect of income tax, goods
and services tax, service tax, sales tax, custom duty, excise duty and cess were in
arrears, as at 31-Mar-2023 for a period of more than six months from the date they became
payable.
(b) According to the information and explanations given to us,
there are no dues referred to in sub clause (a) which have not been deposited on account
of any dispute.
viii. There were no transactions relating to previously
unrecorded income that have been surrendered or disclosed as income during the year in the
tax assessments under the Income Tax Act, 1961 (43 of 1961).
ix. (a) According to the information and explanations given to
us, and our examination of the records of the Company, the Company has not defaulted in
repayment of loans or borrowings to any banks and financial institutions. The Company did
not have any dues to debenture holders during the year.
(b) According to the information and explanations given to us
and on the basis of our audit procedures, we report that the company has not been declared
wilful defaulter by any bank or financial institution or government or any government
authority.
(c) According to the information and explanations given to us
and our examination of the records of the Company that the term loans were applied for the
purpose for which the loans were obtained.
(d) According to the information and explanations given to us
and our examination of the records of the Company, the funds raised on short term basis
have not been utilized for long term purposes.
(e) According to the information and explanations given to us
and our examination of the records of the Company, the company has not taken any funds
from any entity or person on account of or to meet the obligations of its subsidiaries,
associates or joint ventures.
(f) According to the information and explanations given to us
and our examination of the records of the Company, the company has not raised loans during
the year on the pledge of securities held in its subsidiaries, joint ventures or associate
companies.
x. (a) According to the information and explanations given to
us, the Company did not raise any money by way of initial public offer or further public
offer (including debt instruments). Accordingly, paragraph 3(x)(a) of the Order is not
applicable to the Company.
(b) According to the information and explanations given to us
and our examination of the records of the Company, the company has not made any
preferential allotment or private placement of shares or convertible debentures (fully,
partially or optionally convertible) during the year. Accordingly, paragraph 3(x)(b) of
the Order is not applicable.
xi. (a) According to the information and explanations given to
us, no fraud by the Company or on the Company by its officers or employees has been
noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the
Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of
Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year
and upto the date of this report.
(c) According to the information and explanations given to us
and our examination of the records of the Company, the Company has not received any
whistle-blower complaints, during the year.
xii. The Company is not a Nidhi Company and hence reporting
under clause 3 (xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us,
the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where
applicable, for all transactions with the related parties and the details of related party
transactions have been disclosed in the financial statements as required by the applicable
Indian Accounting Standards.
xiv. (a) In our opinion and based on our examination, the
company has an internal audit system which commensurate with the size and nature of its
business.
(b) We have considered the internal audit reports of the company
issued till date, for the period under audit.
xv. In our opinion, during the year, the Company has not entered
into any non-cash transactions with its Directors or persons connected with its directors.
and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the
Company.
xvi. (a) In our opinion, the Company is not required to be
registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting
under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.
(b) In our opinion, there is no core investment company within
the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016)
and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. According to the information and explanations given to us
and our examination of the records of the Company, the company has not incurred cash
losses during the current financial year but incurred cash losses in the immediately
preceding financial year amounting to Rs.21.69 lakhs.
xviii. There has been no resignation of the statutory auditors
during the year and accordingly this clause is not applicable.
xix, On the basis of the financial ratios, ageing and expected
dates of realization of financial assets and payment of financial liabilities, other
information accompanying the financial statements, our knowledge of the Board of Directors
and management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that no
material uncertainty exists as on the date of the audit report that company is not capable
of meeting its liabilities existing at the date of balance sheet as and when they fall due
within a period of one year from the balance sheet date. However, as per the current
projections of the management, demand in the market and other various factors, Company are
expecting to generate more profit in the coming year, hence, company will be capable of
meeting its liabilities existing at the date of balance sheet as and when they fall due
within a period of one year from the balance sheet date. We, however, state that this is
not an assurance as to the future viability of the company. We further state that our
reporting is based on the facts up to the date of the audit report and we neither give any
guarantee nor any assurance that all liabilities falling due within a period of one year
from the balance sheet date, will get discharged by the company as and when they fall due.
xx. According to the information and explanations given to us
and our examination of the records of the Company, the provision in section 135 of the Act
is not applicable. Accordingly, paragraph 3(xx) of the Order is not applicable.
For B G G& Associates |
Chartered Accountants |
FRN:- 016874N |
CA Alok Kumar Bansal |
Partner |
M. No. :- 092854 |
UDIN :- 23092854BGYPFY4404 |
Place :-Agra |
Date :- May 24,2023 |
“Annexure B” to the Independent Auditor’s Report
(Referred to in paragraph 3 (f) under ‘Report on Other
Legal and Regulatory Requirements’ section of our report to the Member of Howard
Hotels Limited of even date) Report on the Internal Financial Controls Over Financial
Reporting under clause (i) of Sub-section 3 of section 143 of Companies Act, 2013
We have audited the internal financial controls over financial
reporting of Howard Hotels Limited (“the Company”) as of 31 March, 2023 in
conjunction with our audit of the Ind AS financial statements of the Company for theyear
ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s 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. 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 Company’s 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 Company’s
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. 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 was 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 auditor’s judgement, 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 internal
financial controls system over financial reporting of the Company.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s 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 company’s 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 anddispositions 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 company’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 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, to the best of our information and according to
the explanations given to us, 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 31 March, 2023, based
on 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 B G G& Associates |
Chartered Accountants |
FRN:- 016874N |
CA Alok Kumar Bansal |
Partner |
M. No. :- 092854 |
UDIN :- 23092854BGYPFY4404 |
Place :-Agra |
Date :- May 24, 2023 |
+91-9892691696
