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Asian Hotels West Ltd Auditor Reports

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Jun 27, 2022|03:25:02 PM

Asian Hotels West Ltd Share Price Auditors Report

To the Members of Asian Hotels (West) Limited Report on the Audit of the Standalone Financial Statements Adverse Opinion

We have audited the accompanying Standalone Financial Statements of Asian Hotels (West) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the standalone financial statements including a summary of material accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, because of the significance of the matters described in the Basis for Adverse Opinion section of our report, the aforesaid standalone financial statements do not give the information required by the Companies Act, 2013 ("the Act") in the manner so required and do not give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of the affairs of the Company as at March 31, 2025, its loss (including other comprehensive loss), changes in equity and its cash flows for the year ended on that date.

Basis for Adverse Opinion

1. We draw attention to Note 46 to the standalone financial statements:

a. As per clause (v) of Schedule 2 to the Framework Agreement, Saraf Group shall have the option to buy the Hyatt Regency, Mumbai (the principal asset of the Company) from the Company any time after the successful withdrawal of CIRP and revocation of the Trading suspension. Moreover, in case of exercise of such option by Saraf Group, neither the Company nor Saraf Group shall be liable to pay any other amount to each other. Though the Company is not a party to the said Framework Agreement, the subsequent actions of the Board of Directors of the Company, in seeking and obtaining the approval of the shareholders of the Company to secure the amounts received from Saraf Group to create charge/lien over Hyatt Regency, Mumbai indicates that the Board of Directors of the Company have taken cognizance of the Framework Agreement. We also note that in the audited financial statements of Novak Hotels Private Limited, the party who has been identified by Saraf Group as the person who has funded the said amount of Rs. 39,000 lakhs has stated these amounts as advances for acquiring Hyatt Regency, Mumbai.

In this regard, the following matters are noted and hereby reported:

i. Considering the provisions of the Framework Agreement providing an option to Saraf Group to acquire Hyatt Regency, Mumbai and manner of presentation of such amounts by the Group Company of Saraf Group, we are unable to state if the classification of amounts received is in the nature of a borrowing or an advance for sale of assets and the presentation of such amounts as non-current.

ii. Section 180(1) (a) of the Act restricts the power of the Board of Directors from sale, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company without the prior approval of the members of the Company. In the instant case, the approval of the members of the Company was obtained only for creating security on the assets and the information regarding the exercise of option granted to Saraf Group was not informed to the members.

iii. Though the members of the Company approved creation of a charge / security on Hyatt Regency, Mumbai, the Company is yet to file the necessary forms with the Ministry of Corporate Affairs and therefore is not in compliance with the requirements of the Act.

iv. If the intention is to sell Hyatt Regency, Mumbai in return of the fund infusion by Saraf Group, these financial statements should have been prepared considering the requirement of Ind AS 105 "Non-current assets held for sale and discontinued operations. Also refer our reporting on Going Concern assumption in paragraph 3 below.

b. The Company has not recognized interest expense of Rs. 3,850.91 lakhs and certain expenses of Rs. 453.84 lakhs towards reimbursement, as claimed by Saraf Group. In the absence of agreed terms and conditions in respect of the amounts received, we are unable to comment on the amount of interest that should have been accrued by the Company in these standalone financial statements. Notwithstanding the above, if the amounts received are in the nature of borrowings as considered by the Company, as per section 186(7) of the Companies Act, 2013, such borrowings shall have a minimum interest rate that is not lower than the prevailing yield of one year, three year, five year or ten year government security closest to the tenor of the loan. However, even considering the minimum rate of interest as stipulated in Section 186(7) of the Act, such interest amount that has not been recognised in these standalone financial statements is expected to be material and will represent a substantial proportion of the standalone financial statements.

c. Further, there is an unreconciled balance of Rs. 242.64 lakhs in the amounts stated as borrowings in note 22 to the standalone financial statements for the year ended March 31,2025, the recorded balance in the standalone financial statements being lower.

2. We draw attention to note 47 in the standalone financial statements, wherein, the Company has written off and written back certain old outstanding balances during the year ended March 31, 2025 which are amounting to Rs. 1,229.51 lakhs (net write off) and have been disclosed as "Exceptional Items" in the standalone financial statements. The balances written off/written back relate to the balances that existed as on March 31, 2024 and should have been written off/written back as on such date or earlier, as applicable. As per para 42 of IND AS 8 "Accounting Policies, Changes in Accounting Estimates and

Errors", the prior period errors shall be corrected retrospectively. Consequently, the exceptional items (net) and loss for the year ended March 31, 2025 are overstated by Rs.l,229.51 lakhs.

3. We draw attention to note 45 to the standalone financial statements, wherein, the Company has prepared these standalone financial statements on a going concern basis considering the approved settlement proposal under Section 12A of IBC 2016 and the steps being taken by the Company to meet its regulatory requirements and reporting obligations. However, the Company7s current liabilities exceed the current assets by Rs.42,051.61 lakhs as at March 31, 2025. Considering the above and in the absence of sufficient appropriate audit evidence to support the Companys ability to meet its obligations, a material uncertainty exists that may cast significant doubt on the entitys ability to continue as a going concern and the standalone financial statements have not been prepared on any other basis of accounting acceptable in the circumstances and also do not adequately disclose this matter.

4. The Company has neither provided us with proper records showing full particulars, including quantitative details and situation of property, plant and equipment nor has provided us with the information regarding the physical verification of property, plant and equipment. Therefore, we are unable to comment on the existence of the property, plant and equipment balance of Rs. 1,617.11 lakhs as stated in note 3.1 to the accompanying standalone financial statements.

5. Outstanding recoverable/payables balances with the Government Authorities are subject to reconciliation with the statutory records and consequential adjustment, if any. Further, in the absence of complete period details of "statutory dues payable" as referred in note 48 to the standalone financial statements, we are unable to comment on the adequacy of interest expense on statutory dues recognized in the standalone statement of profit and loss for the year ended March 31, 2025.

We conducted our audit of standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone 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 independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters described in the Basis for Adverse Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Classification and Disclosure of Advances Received and Associated Liabilities

We refer to Note 46 to the standalone financial statements.

a. As per clause (v) of Schedule 2 to the Framework Agreement, Saraf Group shall have the option to buy the Hyatt Regency, Mumbai (the principal asset of the Company) from the Company any time after the successful withdrawal of CIRP and revocation of the Trading suspension. Moreover, in case of exercise of such option by Saraf Group, neither the Company nor Saraf Group shall be liable to pay any other amount to each other. Though the Company is not a party to the said Framework Agreement, the subsequent actions of the Board of Directors of the Company, in seeking and obtaining the approval of the shareholders of the Company to secure the amounts received from Saraf Group to create charge/lien over Hyatt Regency, Mumbai indicates that the Board of Directors of the Company have taken cognizance of the Framework Agreement. We also note that in the audited financial statements of Novak Hotels Private Limited, the party who has been identified by Saraf Group as the person who has funded the said amount of Rs. 39,000 lakhs has stated these amounts as advances for acquiring Hyatt Regency, Mumbai.

In this regard, the following matters are noted and hereby reported:

i. Considering the provisions of the Framework Agreement providing an option to Saraf Group to acquire Hyatt Regency, Mumbai and manner of presentation of such amounts by the Group Company of Saraf Group, we are unable to state if the classification of amounts received is in the nature of a borrowing or an advance for sale of assets and the presentation of such amounts as non-current.

In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence.

1. We have verified and reviewed bank statements in respect of receipt of Rs. 39,000 Lakhs.

2. We have obtained ledger accounts and balance confirmations from the party in respect of such amount. However, the balances in the books of the Company are not tally with the confirmation received from the party. We have been informed by the Company that these balances are under reconciliation with the party.

3. Assessed the materiality of the unreconciled amounts in the context of the financial statements as a whole.

4. Assessed compliance with the relevant disclosure requirements.

Since there are contradictory information in the audit evidence provided to us, this is a matter of modification in our Audit Report. See paragraph 1 of Basis for Adverse Opinion section above.

Key audit matter

How our audit addressed the key audit matter

ii. Section 180(1) (a) of the Act restricts the power of the Board of Directors from sale, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company without the prior approval of the members of the Company. In the instant case, the approval of the members of the Company was obtained only for creating security on the assets and the information regarding the exercise option granted to Saraf Group was not informed to the members.

iii. Though the members of the Company approved creation of a charge / security on Hyatt Regency, Mumbai, the Company is yet to file the necessary forms with the Ministry of Corporate Affairs and therefore is not in compliance with the requirements of the Act.

iv. If the intention is to sell Hyatt Regency, Mumbai in return of the fund infusion by Saraf Group, these financial statements should have been prepared considering the requirement of Ind AS 105 "Non- current assets held for sale and discontinued operations. Also refer our reporting on Going Concern assumption in paragraph 3 below.

b. Further, the Company has not recognized interest expense amounting to Rs. 3,850.91 lakhs and certain expense reimbursements amounting to Rs. 453.84 lakhs, as claimed by the entity which advanced the funds. Due to the absence of agreed terms for these advances, we are unable to determine the amount of interest and expenses that should have been recognized in the standalone financial statements. Notwithstanding this, if the said advances are considered to be borrowings · as assumed by the Company·then, as per the provisions of Section 186(7) of the Companies Act,

Key audit matter

How our audit addressed the key audit matter

2013, a minimum interest should be charged based on the prevailing yield of government securities corresponding to the tenor of the loan. Even by applying this statutory minimum rate, the unrecognized interest would be material and would have a significant impact on the standalone financial statements.

Additionally, as disclosed in Note 22 to the standalone financial statements, there is an unreconciled difference of Rs.242.64 lakhs between the Companys records and the balance reported, with the balance recorded in the standalone financial statements being lower.

Due to the significance of the matters described above and their pervasive impact on the standalone financial statements, this matter was considered to be of significant importance in our audit of the standalone financial statements.

Accounting treatment of write-off/write- back of old outstanding balances as disclosed in Exceptional Items (net)

As disclosed in Note 47 to the standalone financial statements, the Company has written off and written back certain old outstanding balances amounting to Rs.l,229.51 lakhs (net) during the year ended March 31, 2025. These balances pertain to periods prior to March 31, 2025, and should have been written off or written back in earlier periods. As per paragraph 42 of Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors, such prior period errors are required to be corrected retrospectively. However, the Company has accounted for these items in the current year as exceptional items. As a result, the exceptional items and loss for the year ended March 31, 2025 are overstated by Rs.l,229.51 lakhs.

We considered this matter to be of significance due to the material nature of the amounts involved, and because the treatment impacts the comparability and

In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence.

1. We have obtained an understanding of the Companys process for identifying and evaluating old outstanding balances for potential write-off or write-back.

2. This was a subject matter of modification in our audit report for the financial year ended March 31,2024 and we have taken cognizance of such modification when performing this audit.

3. As referred in note 47 to the standalone financial statements, the Company did not have supporting documents in respect of the balances written off and written back since these balances pertains to previous years for which the complete and proper details were not available with the Company since the Company was under Corporate Insolvency Resolution Process ("CIRP"). Therefore, this matter is a matter of modification in our Audit Report. See paragraph 2 of Basis for Adverse Opinion section of our report.

Key audit matter

How our audit addressed the key audit matter

accuracy of the current periods financial performance.

Assessment of Going Concern

The Company has prepared these standalone financial statements on a going concern basis considering the approved the settlement proposal under Section 12A of IBC 2016 and the steps being taken by the Company to meet its regulatory requirements and reporting obligations. However, the Companys current liabilities exceeds the current assets by Rs. 42,051.61 lakhs as at March 31, 2025. Considering the above and in the absence of sufficient appropriate audit evidence to support the Companys ability to meet its obligations, a material uncertainty exists that may cast significant doubt on the entitys ability to continue as a going concern and the standalone financial statements have not been prepared on any other basis of accounting acceptable in the circumstances and also do not adequately disclose this matter.

We considered this matter to be of significance as it relates to the generally accepted fundamental accounting assumptions.

In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence.

1. We have obtained and reviewed the approved resolution plan

2. We have evaluated the assessment of going concern considering the indicators of going concern as provided under SA 570 Going concern.

3. Reviewed minutes of board meetings and post-CIRP correspondence to identify developments related to operational continuity and financial restructuring.

4. We have requested the management of the Company to provide any future business plans in support of going concern.

The Company7 s current liabilities are more than the current assets as at March 31, 2025. In the absence of any convincing audit evidence to support the going concern assumptions, this matter has also been highlighted in Basis for Adverse Opinion section of our report

Outstanding recoverable/payables balances with the Government Authorities are subject to reconciliation with the statutory records and interest liability thereon.

As described in Note 48 to the standalone financial statements, the Company has significant outstanding balances recoverable from and payable to various Government Authorities, which are subject to reconciliation with statutory records and consequential adjustments, if any.

In the absence of complete and detailed aging or period-wise breakup of "statutory dues payable," we were unable to assess the accuracy and completeness of interest expense recognized on delayed payments of statutory dues in the standalone statement

In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence.

1. We have asked from the management the period wise details and reconciliation of statutory dues payable and recoverable with the statutory records which the Company has confirmed that these balances are under reconciliation.

2. We have been informed by the Company that these balances are pending since long and period wise details cannot be provided at this stage and therefore interest expenses on these statutory dues cannot be determined and hence not provided for in the standalone financial statements.

Key audit matter

How our audit addressed the key audit matter

of profit and loss for the year ended March 31, 2025.

Given the materiality of these balances and the associated interest expense, as well as the judgment involved in determining the amounts payable and recoverable, and in view of the absence of sufficient supporting information and reconciliations, this matter was considered to be of significant importance in our audit of the standalone financial statements.

Therefore, this matter has also be highlighted in Basis for Adverse Opinion section of our report.

Information other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation and presentation of its report (herein after called as "Board Report") which comprises various information required under section 134(3) of the Companies Act 2013 but does not include the financial statements and our auditors report thereon.

Our opinion on the financial statements does not cover the Board Report and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the Board Report and in doing so, consider whether the Board Report is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

The Board Report is not made available to us at the date of this auditors report.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive loss, cash flows and changes in equity 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 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 Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors and management are responsible for assessing the Company7s 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 is responsible for overseeing the companys financial reporting process.

Auditors Responsibilities for the Audit of Standalone Financial Statements

Our Objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditors 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 SAs 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 decision of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and to 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.

Obtain an understanding of internal 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 expressing our opinion on whether the company has an adequate internal financial control with reference to the standalone financial statements in place and the operating effectiveness of such controls.

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

Conclude on the appropriateness of managements 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 companys ability to continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone 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 auditors report. However, future events or conditions may cause the company to cease to continue as a going concern.

Evaluate the overall presentation, Structure, and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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 the Companies (Auditors Report) Order, 2020 ("the Order, 2020"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, 2020.

2. With respect to the other matters to be included in the Auditor7s report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the Company has paid managerial remuneration to its directors in accordance with the provisions of the Section 197 of the Act during the year.

3. As required by Section 143 (3) of the Act, based on our audit we report that:

(a) We sought and, except for the effect of the matters described in paragraphs l.b, 3, 4 and 5 of the Basis for Adverse Opinion section of our report, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements.

(b) In our opinion, due to the effects of the matters described in the Basis for Adverse Opinion section of our report and matters stated in paragraph 3(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014, the Company has not kept proper books of account as required by the law.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

(d) In our opinion, due to the effects of the matters described in the Basis for Adverse Opinion section of our report, the aforesaid standalone financial statements do not comply with Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued there under.

(e) The matters described in the Basis for Adverse Opinion section of our report and the matters reported in our report on CARO 2020 included as "Annexure A" to this report, 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 March 31, 2025 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of section 164(2) of the Act;

(g) Refer paragraph 3(b) and 3(d) above in this section of the report regarding matters of qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith.

(h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" wherein we have provided an Adverse Opinion.

(i) With respect to the other matters to be included in the Auditor7s 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 has disclosed the impact of pending litigations on 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) The Company was required to transfer a sum of Rs. 5.12 lakhs of unpaid dividends to account of Investor Education and Protection Fund, however, the same has not been transferred.

(iv) (a) The management has represented that, to the best of its knowledge and belief, to the standalone financial statements, 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, to the standalone financial statements, 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) of the Companies (Audit and Auditors) Rules, as provided under (a) and (b) above, contain any material misstatement.

(v) The Company has neither declared nor paid any dividend during the year.

(vi) The Company has used tally accounting software for maintaining its books of account for the financial year 2024-25, which have a feature of recording audit trail (edit log) facility, however the same has not operated throughout the year for all relevant transactions recorded in the software as reported in note 49 to the accompanying standalone financial statements. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with, in respect of accounting software for the period for which the audit trail feature was enabled and operating. The Company has not preserved audit trail as per the statutory requirements for record retention.

Annexure A to the Independent Auditors Report referred to in paragraph 1 under the heading "Report on other Legal and Regulatory requirements" of our report of even date on the Standalone Financial Statements of Asian Hotels (West) Limited.

Based on the audit procedure performed for the purpose of issuing an opinion on the Standalone Financial Statements of the Company and taking into consideration the information and explanations given to us and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

1. (a) In respect of the Companys Property, Plant and Equipment and Intangible Assets:

(A) The Company has not provided us with proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment.

(B) The Company does not have any Intangible assets as at the balance sheet date. Accordingly, clause (i)(a)(B) of Paragraph 3 of the Order 2020 is not applicable to the Company.

(b) The Company has not provided us with the details of physical verification of Property, Plant and Equipment during the year. Therefore, we are unable to comment on the clause (i)(b) of paragraph 3 of the Order, 2020 for the Company.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) disclosed in the standalone financial statements are held in the name of the Company.

(d) According to the information and explanations given to us, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. Accordingly, clause (i)(d) of paragraph 3 of the Order, 2020 is not applicable to the Company.

(e) According the information and explanations given to us, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Accordingly, clause (i)(e) of paragraph 3 of the Order, 2020 is not applicable to the Company.

2. (a) According to the information and explanations given to us, the Company does not have

any inventories as at March 31, 2025. Accordingly, clause (i)(d) of paragraph 3 of the Order, 2020 is not applicable to the Company.

(b) In our opinion and according to the information and explanations given to us, the Company has not been sanctioned working capital limits in excess of five crores rupees, in aggregate, from banks or financial institutions on the basis of security of current assets at any point during the year. Accordingly, clause (ii)(b) of paragraph 3 of the Order, 2020 is not applicable to the Company.

3. According the information and explanations given to us, the Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited liability Partnerships or any other parties, during the year. Accordingly, clause (iii) of paragraph 3 of the Order, 2020 is not applicable to the Company.

4. 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 not given any loans, or made any investments, or provided any guarantee, or security as specified under section 185 and 186 of the Companies Act, 2013 during the year. Accordingly, clause (iv) of paragraph 3 of the Order, 2020 is not applicable to the Company.

5. As per the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 73 to Section 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under during the year. Accordingly, clause (v) of paragraph 3 of the Order, 2020 is not applicable to the Company7 s

6. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, in respect of services rendered by the Company. Accordingly, clause (vi) of paragraph 3 of the Order, 2020 is not applicable to the Company.

7. a) According to the information and explanations given to us and on the basis of our verification of records of the Company, except for the possible impact of the matter referred to in the Basis for Adverse Opinion section of our report, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it though there has been delay in a few cases. According to the information and explanations given to us, except for the possible impact of the matter referred to in the Basis for Adverse Opinion section of our report, no undisputed amounts payable in respect of aforesaid dues were in arrears as at March 31, 2025 for a period of more than six months from the date they became payable except as follows:

Name of the Statute

Nature of the Dues Amount (In Rs. Lakhs) Period to which the amount relates Due

Date

Date of Payment

Employees1 Provident Funds and Miscellaneous Provisions Act, 1952

Provident

Fund

86.54 The amount of Rs. 16.85 lakhs and Rs. 69.69 pertains to FY 2021-22 Multiple Not paid

Employees1 State Insurance Act, 1948

ESIC 3.64 FY 2021-22 Multiple Not paid

The Maharashtra State Tax on Professional Act, 1975

Professional

Tax

1.84 FY 2021-22 Multiple Not paid

Income Tax Act, 1961

TDS on Salaries 70.10 Pertains to FY 2021-22 Multiple Not paid

 

Bombay Municipal Corporation Act, 1888

Property

Tax

(Penalty)

554.72 Pertains to FY 2020-21 till FY 2024-25 Multiple Not paid

Goods and Service Tax Act, 2017

Goods and Service Tax 163.24 Pertains to FY 2022-23 and FY 2023-24 Multiple Not paid

Custom Act, 1962

Custom

Duty

Payable

95.12 Pertains to FY 2020-21 Multiple Not paid

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues which have not been deposited with the appropriate authorities on account of any dispute except as follows:

Name of the Statute

Nature of the Dues Amount (In Rs. Lakhs) Period to which the amount relates Forum

Where dispute is pending

Employees1 Provident Funds and Miscellaneous Provisions Act, 1952

Provident Fund including Interest and penalty 222.64 Pertains to FY 2021-22 High Court

8. According to the information and explanations given to us, there are no transactions, which are not recorded in the books of account, have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). Accordingly, clause (viii) of paragraph 3 of the Order, 2020 is not applicable to the Company.

9. a) Except for the impact of the matter referred to in the Basis for Adverse Opinion section

of our report, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

b) According to the information and explanations given to us, the Company is not a declared wilful defaulter by any bank or financial institution or other lender.

c) Except for the impact of the matter referred to in the Basis for Adverse Opinion section of our report, the Company has not obtained any term loan during the year. Accordingly, clause (ix)(c) of paragraph 3 of the Order, 2020 is not applicable to the Company.

d) According to the information and explanations given to us, and the procedures performed by us, no funds raised on short-term basis have been used for long-term purposes by the company.

e) According to the information and explanations given to us, 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. Accordingly, clause (ix)(e) of paragraph 3 of the Order, 2020 is not applicable to the Company.

f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, associates or joint ventures companies. Accordingly, clause (ix)(f) of paragraph 3 of the Order, 2020 is not applicable to the Company.

10. a) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to information and explanation given to us, the Company has not raised any money by way of initial public offer or further public offer (including debts instruments) during the year. Accordingly, clause (x)(a) of paragraph 3 of the Order, 2020 is not applicable to the Company.

b) 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, partially or optionally) convertible debentures during the year. Accordingly, clause (x)(b) of paragraph 3 of the Order, 2020 is not applicable to the Company.

11. a) During the course of our examination of the books of accounts and records carried out in accordance with the generally accepted auditing practices and according to the information and explanations given to us, no fraud by the Company or on the Company 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.

c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause (xii) of paragraph 3 of the Order, 2020 is not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, "Related Party Disclosures" specified in Companies (Indian Accounting Standards) Rules 2015 as prescribed under section 133 of the Act.

14. a) In our opinion and based on our examination, the Company has an internal audit system 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.

15. 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 any non-cash transactions with any of the directors or persons connected with him. Accordingly, clause (xv) of paragraph 3 of the Order, 2020 is not applicable to the Company.

16. a) According to the information and explanations given to us the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, Clause (xvi) of paragraph 3 of the Order 2020 is not applicable to the Company.

b) There is no Core Investment Company as a part of the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016), hence, the requirement to report on clause (xvi)(d) of paragraph 3 of the Order, 2020 is not applicable to the Company.

17. According to the information and explanations given to us and based on our examination of the Companys records, after considering the impact of the matter referred to in 1(b) and 2 of the Basis for Adverse Opinion section of our report, the Company has incurred cash losses of Rs. 6,020.34 lakhs and Rs. 7,289.31 lakhs in the current financial year and in the immediately preceding financial year respectively.

18. According to the information and explanations given to us, there has been no resignation of the statutory auditors during the year and accordingly clause (xviii) of paragraph 3 of the Order, 2020 is not applicable to the Company.

19. According to the information and explanations given to us and on the basis of the financial ratios disclosed in note 43 to the Standalone Financial Statements, 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, there exist material uncertainty as on the date of the audit report that the 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. 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 not get discharged by the Company as and when they fall due.

20. In our opinion and according to the information and explanations given to us, the Company is not required to spend any amount on account of Corporate Social Responsibility as per the relevant provisions of section 135 of the Act. Accordingly, Clause (xx) of paragraph 3 of the Order 2020 is not applicable to the Company.

Annexure B to the Independent Auditors Report referred to in paragraph 3(h) under the heading "Report on other Legal and Regulatory requirements" of our report of even date on the Standalone Financial Statements of Asian Hotels (West) Limited

Report on the Internal Financial Controls with reference to the Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to standalone financial statements of Asian Hotels (West) Limited ("the Company") as of March 31, 2025 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 with reference to standalone financial statements

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements 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 company7 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 for Internal Financial Controls with reference to the Standalone Financial Statements

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements 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, to the extent applicable to an audit of internal financial controls, 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 with reference to standalone financial statements 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 with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statement included obtaining an understanding of internal financial controls with reference to the standalone financial statements, 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 judgement, including the assessment of the risks of material misstatement of the standalone 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 adverse audit opinion on the Companys internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to the Financial Statements

A companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statements 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Adverse Opinion

Due to the effect of the matters stated in the Basis of Adverse Opinion section below, in our opinion, the Company did not maintain internal financial controls with reference to the standalone financial statements during the year ended March 31, 2025.

Basis of Adverse Opinion

(a) The Company did not have adequate controls over obtaining confirmation of balances from lenders, reconciling such balances and recording entries or taking other actions, as maybe deemed necessary to address such differences.

(b) The Company did not have adequate controls to analyze the amounts written off / written back to determine the financial period to which such write off / write back relates to and therefore impacting the determination of profit / loss for the year.

(c) The Companys controls over assessing appropriateness of use of going concern assumption were not adequate since the assessment of the Company in the use of such assumption did not consider the financial condition of the Company as stated in the standalone financial statements nor was supported by business plans.

(d) The Company7s internal controls did not address the assertion of existence of the Companys Property Plant and Equipment and therefore its valuation as at March 31, 2025.

(e) The Companys internal controls did not enable the determination and accrual of interest that may be due on delayed remittances of statutory dues.

We have considered the adverse opinion reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company, and the adverse opinion has affected our opinion on the standalone financial statements of the Company and we have issued an adverse opinion on the standalone financial statements.

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