<dhhead>INDEPENDENT AUDITOR’S
REPORT</dhhead>
To the Members of
Hemisphere Properties India Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial
statements of Hemisphere Properties India Limited(“herein after called as The
Company”), which comprise the Balance Sheet as at March 31 2023, the Statement
of Profit and Loss, the statement of cash flows and the statement of changes in equity for
the year then ended and notes to the financial statement including the summary of
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 Indian Accounting Standards
prescribed under section 133 of the Act read with Companies (Indian Accounting Standards)
Rules, 2015, as amended, (“IND AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at 31 March,2023, and its
profit/(Loss), total comprehensive income, its cash flows and changes in equity for the
year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements
in accordance with the Standards on Auditing specified under section 143(10) of the
Companies Act, 2013. (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 made 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
1. Note No. 13, regarding Other Receivables of Rs.
49.65 lakhs from Tata Communication Limited (TCL) for their proportionate share of
Property tax arrears paid for the period 2016 till the date of Demerger. The Company has
paid Property Tax Arrears (under MCD Samriddhi Scheme) for Chattarpur Land Parcel, New
Delhi, on the mutation of property under MCD records for Rs. 141.61 Lakhs for the period
2016 to 2023, out of which, the Company has recognized receivable of Rs. 49.65 Lakhs from
TCL, being their proportionate share, as per the demerger order from 2016 till date of
Demerger, being 05th August 2019. However, till the date of conclusion of the
Statutory Audit, TCL has not acknowledged the dues towards the arrears.
Accordingly, the recoveries of such receivable is
not ascertainable, and no expense or provision has been created in respect of such
uncertainty.
2. Note No. 20 read with Note No. 31(b) regarding
Provision for Stamp Duty Payable towards registration/mutation of the complete land
parcels in all states, amounting to Rs. 65,100lacs, which has been computed based on the
circle rates prevailing in Financial Year 2016-17. The actual liability
in this regard may vary, being dependent upon the
Circles rates/stamp duty rates prevailing at the time of transfer of titles of land in
future. The Company has paid an amount of Rs. 774.30 lacs (out of the above provision of
Rs. 65,100 lacs) during the financial year 2022-23 for the Chennai Land and the Conveyance
Deed has been executed for the same.
3. Note No. 29, regarding Land Security and
Maintenance Services received from CPWD during the financial year 2022-23. The Company has
booked an expense of Rs. 115.91 lacs, on such payments, on provisional basis, on the basis
of Utilization certificates issued by the CPWD’s.
The CPWD has informed the Company that, there is no
mechanism under CPWD (a GOI undertaking) to raise invoice and they only issue Utilization
certificates for application of released funds. The liability of Goods and Service Tax
(GST) are being considered by CPWD while initiating and making payments to their
agencies/vendors.
However, in our understanding, the manner of
recording the expenses on the basis of Utilization Certificates, in the absence of Tax
Invoices is not specified under Goods and Service Tax Act, 2017, and Income Tax Act, 1961.
Furthermore, the compliances with regard to the incidence of GST on such payments, may
also be impacted.
4. Note No. 31(d) of the financial statements,
regarding Non-Recognition/Accounting of Property Tax/Urban Land Tax Liability by the
Company in relation to the Land Parcel of 53.04 acres in Chennai. The management is of the
view that the Liability for the said cost is not presently determinable, and shall be
accounted for only when the demand is ascertained from the said local revenue authority.
5. Note No. 32 regarding treatment of complete land
parcels in all states as Investment Property. The purported land use for the land parcels,
has not yet been decided by the Management during the year ended on March 31, 2023. As per
IND AS 40, any land held for a currently undetermined future use as on the date of
reporting, the said land is regarded as held for capital appreciation. In addition, the
titles of the land parcels are yet to be transferred/mutated in the name of the Company as
on March 31, 2023, except the land in Chennai for which the Conveyance Deed has been
executed during the financial year 2022-23.
6. Note No. 33 of the financial statements,
regarding the accounting of Equity Components of Compound Financial Statements in
accordance with IND AS 109. The Company has received an amount of Rs. 130 crores during
the current financial year 2021-22, by way if issue of 0.01% NonCumulative Non-Convertible
Preference Shares of Rs. 10 each, redeemable after 20 years. However, the terms of
issue of the said Preference Shares makes no mention regarding the redemption value at the
end of 20 years, whether at par of at any value other than par. The said financial
instruments have been accounted for in the accompanying financial statements on the
assumption of the Redemption at Par Value, which is uncertain and indefinite in nature.
The above Emphasis of Matter was put across the
Board of Directors in their meeting dated 29 th March 2023
The Board took note of the observations of the
Statutory Auditors and by way of Board Note 10 dated 29th March 2023 have
stated that the Preference share Capital of Company shall be Redeemable at Par.
However, the approval of Ministry of Housing and
Urban Affairs on terms of redemption of Preference Shares at par still is pending.
7. During the financial year 2022-23, the Company
has raised invoices and received certain rentals from the land parcels occupied and
commercially used by Tata Communications Limited (TCL), from the date of Demerger till
March 31, 2023, on mutually agreed terms. However, no Lease/Rental agreement has been
executed between TCL and HPIL for such invoices/future Rent recoveries.
8. During the Financial Year, the Company has not
complied, with the provisions contained in Section 149 of the Companies Act read with Rule
— 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and
Regulation 17(1)(b) & 2(A) , Regulation 18(1)(b)(d) & 2(b), Regulation
19(1)(c),(2) & 2(A), Regulation 20(2A), Regulation 25(3)of SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015 in respect of the Appointment of the
Independent Directors
Our opinion is not modified in respect of the above
matter(s).
Key Audit Matters
a. Key audit matters are those matters that, in our
professional judgement, were of most significance inour 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 the matters prescribed below to be
the key audit matters to be communicated in our report.
Sr. Key Audit Matter
No. |
Auditor’s
Response |
1 Assessment of fair
value of the land parcel (as described in Note No. 32 of the financial statements) |
Our audit procedures
related to the key audit matters included the following: |
The management has
initiated the process of calculation of fair value of land parcels located in Chennai,
Pune, Kolkata, Chattarpur and Greater Kailash. The Market Valuation of all the land
parcels as on date of consideration and declaration of the financial results by the Board
of Directors, has been assessed and valued at Rs. 10,60,197/- lakhs. However, the report
being received from a single Valuation Agency is not a complete reliable measure of the
fair value of the Investment Property. |
We evaluated the details
of the land parcels as available in the Schedule I of the order of MCA dated 05.08.2019
pursuant to which the Scheme of Arrangement and Reconstruction was approved. |
As per IND AS 40,
Investment Property, when the fair value of the property (not under construction) is not
reliably measurable, the entity shall disclose: |
In addition, we have
considered the Valuation Reports dated 25.05.2022. |
Description of the
Investment property |
However, the report being
received from a single Valuation Agency is not a complete reliable measure of the fair
value of the Investment Property, which needs to be further corroborated with a twin
report(s). |
Refer Note No.32 of the |
|
If possible, the range of
estimates within which fair value is likely to fall. |
Secondly, the Valuation
for the land parcels has been arrived by the Valuation Agency on the basis of certain
assumptions of the purported use of the land, which has not yet been finalized by the
management of the Company. |
Explanation of why fair
value cannot be measured reliably financial Statements. |
|
| |
We assessed the
disclosures made in the financial statements. |
2 Litigation,
claims and disputes pertaining to the surplus land (as described in Note No. 31(c) of the
financial statements) |
Our audit
procedures related to the key auditmatters included the following: |
There are total 32 cases of litigation, claims and disputes pertaining to
the surplus land and Company, known as on 31.03.2023 which are pending under various
forums. These litigations claim and disputes, where earlier TCL was a party, subsequent to
approval of Scheme and transfer of land, have now been transferred and belong to the
Company. The Company is in the process of contesting all such litigations, claims and
disputes. |
We
obtained the list of total cases of litigation, claims and disputes, and analysed the
progress in all the said cases, including evaluation of any financial impact, due to any
order of the court during the financial year 2022-23. |
We assessed
and have made the relevant disclosures in the financial statements. |
The
financial implications associated with all such litigations, if any, is undeterminable as
of March 31, 2023. |
|
Information Other than the Financial Statements and
Auditor’s Report Thereon
9. The Company’s Board of Directors is
responsible for the preparation of the other information. The other information comprises
the information included in the Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report, Business Responsibility Report, Corporate
Governance and Shareholder’s Information, but does not include the financial
statements and our auditor’s report thereon.
Our opinion on the financial statements does not
cover the other information and we do not express any form of assurance conclusion
thereon.
10. In connection with our audit of the financial
statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially in consistent with the financial statements or
our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Financial
Statements
11. The Company’s Board of Directors is
responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with
respect to the preparation of these financial statements that give a true and fair view of
the financial position, financial performance, total comprehensive income, Cash flows of
the Company, 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
Ind AS financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
12. In preparing the financial statements,
Management of the Company 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.
13. The Board of Directors are responsible for
overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of
Financial Statements
14. 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 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 decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with Standards on
Auditing, we exercise professional judgement and
maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material
misstatement of the financial statement, 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.
• 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 theCompanies Act, 2013 we are
also responsible for expressing our opinion on whether the Company has adequate internal
financial controls system 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 a material uncertainty exists, we are required to draw attention in our
auditors 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 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 financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
15. We communicate with those charged with
governance regarding, among other matters, the plannedscope and timing of the audit and
significant audit findings, including any significant deficiencies ininternal control that
we identify during our audit.
16. We also provide those charged with governance
with a statement that we have compiled 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.
Report on other Legal and Regulatory Requirements.
17. As required by section 143(3) of the Companies
Act,2013 based on our audit 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 appears from our examination of
those books.
c) The financial statements dealt with by this
report are in agreement with the books of accounts;
d) In our opinion, the aforesaid financial
statements comply with the Ind AS specified underSection 133 of the Companies Act read
with Companies (Indian Accounting Standards)Rules2015 as amended.
e) The company being a Government Company, the
provisions of Section 164(2) of the Act inrespect of disqualification of directors are not
applicable to the company in terms of notification no. G.S.R.463(E) dated 5th June 2015
issued by Ministry of Corporate Affairs,Government of India;
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 A”. Our report
expresses an unmodified opinion on the adequacy and operatingeffectiveness 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 the requirements of section 197(16) of the
Act, as amended, we are informed that the company being a Government Company, the
provisions of section 197 read with schedule V of the Act,relating to managerial
remuneration are not applicable to the company in terms of Notification No. G.S.R. 463(E)
dated 5th June 2015.
h) With respect to the other matters included in
the Auditor’s Report in accordance with Rule11 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 in its financial statements. Refer Note No. 31(c) to
the financial statements.
(ii) The Company did not have any long-term
contracts including derivatives contracts for which there were any material foreseeable
losses;
(iii) The Company has not declared any dividend in
the previous financial year, so the applicable sections do not apply on the Company.
18. 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 “Annexure B” a statement
on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
19. On the basis of such checks of the books and
records of the company, as we considered appropriate and according to the information and
explanations given to us, we are enclosing our report in terms of section 143(5) of the
Act, on the directions issued by the Comptroller and Auditor General of India, in“Annexure
C” attached.
For Dhruv Aggarwal & Co. LLP Chartered
Accountants
Firm Registration Number -N500365/ 005469N Sd/-
Tilak Raj Chawla Partner
Membership No. 095619
Place: - New Delhi
Date:- 29th May 2023
UDIN:23095619BHAEAL4927
ANNEXURE - A TO THE INDEPENDENT AUDITOR’S
REPORT
Referred to in paragraph 17 (f) of the Independent
Auditors’ Report of even date to the members of Hemisphere Properties India Limited
on the standalone financial statements for the year ended March 31, 2023
1. We were engaged to audit the internal financial
controls over financial reporting (IFCoFR) of Hemisphere Properties India Limited (“the
Company”) as of and for the year ended March 31, 2023, in conjunction with our audit
of the financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal
Financial Controls
2. 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 (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 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 Act.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on
the Companys internal financial controls over financial reporting based on our audit
conducted 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.
Because of the matter described in Emphasis of
matter paragraph below, we were not able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion on internal financial controls system over
financial reporting of the Company.
Meaning of Internal Financial Controls over
Financial Reporting
4. A Company’s IFCoFR 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 IFCoFR includes those policies and
procedures that:-
(i) Pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
(ii) 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
(iii) 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.
Emphasis of Matter
5. According to the information and explanation
given to us, the Company is in the process of implementing its
internal financial control over financial reporting on criteria based on or 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.
Because of this reason, we are unable to obtain
sufficient appropriate audit evidence to provide a basis for our opinion whether the
Company had adequate internal financial controls over financial reporting and whether such
internal financial controls were operating effectively as at March 31, 2023.
However, we also understand that the company has
limited business operation for the financial year 2022-23. We have considered this aspect
in determining the nature, timing, and extent of audit tests applied in our audit of the
standalone financial statements of the Company, and the Emphasis of matter does not affect
our opinion on the standalone financial statements of the Company.
ForDhruv Aggarwal &Co. LLP
Chartered Accountants
Firm’s Registration No.: N500365/ 005469N
Sd/-
Tilak Raj Chawla Partner
Membership No. 095619
Place: - New Delhi
Date:- 29th May 2023
UDIN:23095619BHAEAL4927
ANNEXURE - B TO THE INDEPENDENT AUDITOR’S
REPORT
Referred to in paragraph 18 of the Independent
Auditors’ Report of even date to the members of Hemisphere Properties India Limited
on the standalone financial statements for the year ended March 31, 2023
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, we report that:
(i) (a)
(A) |
The Company has maintained proper records showing full particulars,
including quantitative details and situation of Property, plant and equipment, to the
extent of Computers only, forming part of Fixed Assets Register. |
(B) |
The Company does not have any Intangible Assets as of March 31, 2023,
except for Goodwill, which was acquired as part of the Demerger Orderpassed by the
National Company Law Tribunal. |
(b) |
According to the information and explanations given to us and on the
basis of our examination of the records of the Company, the Company does not have any
Property Plant and Equipment’s, except for Computers forming part of Fixed Assets
Register. The management has given a written representation regarding the physical
existence of all such Computers, as on 31.03.2023, which has been relied upon by us. |
(c) |
According
to the information and explanations given to us and on the basis of our examination of the
records, the title deeds of the immovable properties of Investment Property for 4
land parcels, are not held in the name of the Company as of March 31, 2023. Only the
Conveyance Deed in respect of Chennai Land parcel is held in the name of the Company. |
|
The Company, as per the Scheme of Arrangement and Reconstruction dated
05.08.2019, got the transfer of the Surplus Land parcels from Tata Communications Limited.
However, the title deeds are yet to be transferred in the name of the company. The details
of the same are as under :- |
Description
of Property |
Gross
Carrying Value (Rs. In lacs) |
Held in name
of |
Whether
promoter, director or their relative or employee |
Period
held- |
Reason for
not being held in the name of the Company |
Greater
Kailash Delhi |
11.12 |
Sarkar Daulat Madar |
Yes |
From Demerger |
After Demerger, the company is in the process of transferring the Land
parcels in Company Name, which is pending. |
Chattarpur
— Delhi* |
3.04 |
Pune |
1.09 |
Tata
Communi cations Limited |
No |
Kolkata |
0.99 |
|
As
Informed by the Company,
*In respect of the Chattarpur Land Parcel, the
Mutation of Landhas been transferred from Sarkar Daulat Mardar to Hemisphere Properties
India Limited under L&DO records and MCD records.However, the stamp duty on transfer
is not yet paid due to non-clear terms for stamp duty payment
**In respect of the Pune land parcel, the Mutation of
Landhas been transferred under Gramin records.However, the mutation of name is yet to be
transferred in the Municipal records. Further, the stamp duty on transfer is also not
paid. |
(d) |
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 revalued its Property, plant and equipment
(including Right-of-use assets) or Intangible assets or both during the year. |
(e) |
According
to the information and explanations given to us and on the basis of our examination of the
records of the Company, there are no proceedings initiated or pending against the Company
for holding any benami property under the Prohibition of Benami Property Transactions Act,
1988 and rules made thereunder. |
(ii) (a) |
The
Company does not have any inventory during the year and hence Clause 3 (ii) (a) of the
said order is not applicable. |
(b) |
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 been sanctioned any working capital limits in
excess of five crore rupees, and hence Clause 3(ii) (b) of the said order is not
applicable. |
(iii) |
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 made any investments, provided guarantee or
security or granted any advances in the nature of loans, secured or unsecured, to
companies, firms, limited liability partnerships or any other parties during the year.The
Company has not granted any loans, secured or unsecured, to firms, limited liability
partnerships or any other parties during the year and hence Clause 3(iii) of the said
order is not applicable. |
(iv) |
According
to the information and explanations given to us and on the basis of our examination of the
records, the Company has not given any loans, or provided any guarantee or security as
specified under Section 185 of the Companies Act, 2013 and the Company has not provided
any guarantee or security as specified under Section 186 of the Companies Act, 2013and
hence Clause 3(iv) of the said order is not applicable |
(v) |
The
Company has not accepted any deposits or amounts which are deemed to be deposits from the
public. Accordingly, clause 3(v) of the Orderis not applicable. |
(vi) |
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 Companies Act, 2013 for the
products manufactured by it (and/ or services provided by it). Accordingly, clause 3(vi)
of the Order is not applicable. |
(vii) (a) |
The Company
does not have liability in respect of Sales tax, Service tax, Duty of excise and Value
added tax during the year since effective 1 July 2017, these statutory dues has been
subsumed into GST. |
|
According
to the information and explanations given to us and on the basis of our examination of the
records of the Company, amounts deducted/ accrued in the books of account in respect of
undisputed statutory dues including Goods and Services Tax (‘GST’), Provident
fund, Employees’ State Insurance, Income-tax, Duty of Customs, Cess and other
material statutory dues have generally been regularly deposited with the appropriate
authorities. |
|
According
to the information and explanations given to us, no undisputed amounts payable in respect
of GST, Provident fund, Employees’ State Insurance, Income-tax, |
|
Duty of
Customs, Cess and other material statutory dues were in arrears as at 31 March 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 of GST, Provident fund,
Employees’ State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs,
Value added tax, Cess or other statutory dues which have not been deposited by the Company
on account of disputes. |
(viii) |
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 surrendered or disclosed any transactions,
previously unrecorded as income in the books of account, in the tax assessments under the
Income-tax Act, 1961 as income during the year. |
(ix) (a) |
According to
the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company hastaken unsecured loans or borrowings from Ministry
of Housing & Urban Affairs,lender which is outstanding as on 31.03.2023. However,
there are no defaults whatsoever in the repayments during the year 2022-23. |
(b) |
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 been declared a wilful defaulter by any bank
or financial institution or government or government authority. |
(c) |
According
to the information and explanations given to us by the management, the Company has
obtained term loans only from Government of India, for the purposes as defined. There are
no terms loans from any banks or financial institutions. Accordingly, clause 3(ix)(c) of
the Order is not applicable. |
(d) |
According to
the information and explanations given to us and on an overall examination of the balance
sheet of the Company, we report that no funds have been raised on short-term basis by the
Company. Accordingly, clause 3(ix)(d) of the Order is not applicable. |
(e) |
According
to the information and explanations given to us and on an overall examination of the
financial statements of the Company, we report that the Company has not taken any funds
from any entity or person on account of or to meet the obligations of its subsidiaries as
defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the Order is not
applicable |
(f) |
According
to the information and explanations given to us and procedures performed by us, we report
that the Company has not raised loans during the year on the pledge of securities held in
its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(f) of
the Order is not applicable. |
(x) (a) |
The
Company has not raised any moneys by way of initial public offer or further public offer
(including debt instruments), during the financial ear 2022-23. Accordingly, clause
3(x)(a) of the Order is not applicable. |
(b) |
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 made no Private Placement during the year.
Accordingly, clause 3(x)(b) of the Order is not applicable. |
(xi) (a) |
Based on
examination of the books and records of the Company and according to the information and
explanations given to us, considering the principles of materiality outlined in Standards
on Auditing, we report that no fraud by the Company or on the Company has been noticed or
reported during the course of the audit. |
(b) |
According
to the information and explanations given to us, no report under sub-section (12) of
Section 143 of the Companies Act, 2013 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) |
The
Company has not received any whistle blower complaints during the year and accordingly,
clause 3(xi)(c) of the order is not applicable. |
(xii) |
According
to the information and explanations given to us, the Company is not a Nidhi Company.
Accordingly, clause 3(xii) of the Order is not applicable. |
(xiii) |
In our
opinion and according to the information and explanations given to us, the transactions
with related parties are in compliance with Sections 177 and 188 of the Companies Act,
2013, where applicable, and the details of the related party transactions have been
disclosed in the standalone financial statements as required by the applicable Indian
Accounting Standards. |
(xiv)
(a) |
Based on
information and explanations provided to us and our audit procedures, inour opinion, 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 31.03.2023 for the period
under audit. |
(XV) |
In our
opinion and according to the information and explanations given to us, the Company has not
entered into any non-cash transactions with its directors or persons connected to its
directors and hence, provisions of Section 192 of the Companies Act, 2013 are not
applicable to the Company. |
(xvi)
(a) |
The Company
is not required to be registered under Section 45-IA of the Reserve Bank of India Act,
1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable. |
(b) |
The
Company is not required to be registered under Section 45-IA of the Reserve Bank of India
Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable. |
(c) |
The
Company is not a Core Investment Company (CIC) as defined in the regulations made by the
Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable. |
(d) |
According
to the information and explanations provided to us during the course of audit, the Group
does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not
applicable. |
(xvii) |
The
Company has incurred cash losses in the current year amounting to Rs. 590.18 lacs and in
the immediately preceding financial year, amounting to Rs. 1715.21 lacs. |
(xviii) |
There has
been no resignation of the statutory auditors during the year. Accordingly, clause
3(xviii) of the Order is not applicable. |
(xix) |
According to
the information and explanations given to us and 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 any material uncertainty exists 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,
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) |
In our
opinion and according to the information and explanations given to us, the provisions of
Section 135 (5) are not applicable on the Company for the Financial Year under review. |
For Dhruv Aggarwal & Co. LLP Chartered
Accountants
Firm Registration Number -N500365/ 005469N Sd/
Tilak Raj Chawla Partner
Membership No. 095619
Place: - New Delhi
Date:- 29th May 2023
UDIN:23095619BHAEAL4927
ANNEXURE - C TO THE INDEPENDENT AUDITOR’S
REPORT
Annexure to the Auditor’s report referred to
in Paragraph 19 of our Audit Report of Even date of Hemisphere Properties India Limited
for the year ended on 31st March 2023
For Dhruv Aggarwal &Co. LLP Chartered
Accountants
Firm’s Registration No.: N500365/ 005469N Sd/-
Tilak Raj Chawla Partner
Membership No. 095619 Place: - New Delhi Date:- 29th
May 2023 UDIN:23095619BHAEAL492
+91-9892691696
