To the Members of Pearl Green Clubs and Resorts Limited
(Formerly known as Rasam 18 Resorts and Clubs Limited)
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Pearl Green Clubs
and Resorts Limited (Formerly known as Rasam 18 Resorts and Clubs Limited) (“the
Company”) which comprises the Balance Sheet as at 31 March 2023, the Statement of
Profit and Loss and Statement of Cash Flows for the year then ended, and notes to the
financial statements, including a summary of significant 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, the aforesaid standalone financial statements give the information required
by the Companies Act, 2013 (“the Act”) in the manner so required and give a true
and fair view in conformity with the accounting standards specified under section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and other
accounting principles generally accepted in India, of the state of affairs of the Company
as at 31 March 2023 and profit and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. 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 together with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the
Standalone Financial Statements.
Information Other than the Standalone Financial Statements and Auditors Report Thereon
The Companys Management and Board of Directors are responsible for the other
information. The other information comprises the information included in the Directors
report, but does not include the standalone financial statements and our auditors report
thereon.
Our opinion on the standalone financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
To the Members of Pearl Green Clubs and Resorts Limited
(Formerly known as Rasam 18 Resorts and Clubs Limited)
Report on the Audit of the Standalone Financial Statements
The Directors report is not made available to us at the date of this auditors report.
We have nothing to report in this regard.
Managements and Board of Directors Responsibilities for the Standalone Financial
Statements
The Companys Management and Board of Directors are 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
and cash flows of the Company in accordance with the accounting standards specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as
amended) and other accounting principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate of 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 statement 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 management and Board of Directors
are responsible for assessing the Companys 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 also responsible for overseeing the companys financial
reporting process.
Auditors Responsibilities for the Audit of Standalone Financial Statement
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 decisions 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 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
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls with reference to 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 the Management and Board of
Directors.
Conclude on the appropriateness of the Management and Board of Directors use of the
going concern basis of accounting in preparation of standalone financial statements 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 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 (“the
Order”), 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, to the extent applicable.
2. As required by Section 143(3) of the Act, based on our audit we report, to
the extent applicable that:
(a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flow
dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act read with Rule 7 of the
Companies (Accounts) Rules, 2014 (as amended).
(e) On the basis of the written representations received from the directors as on 31
March 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on 31 March 2023 from being appointed as a director in terms of Section
164 (2) of the Act.
(f) Clause (i) of section 143(3) is not applicable pursuant to notification G.S.R
583(E) dated 13 June 2017.
(g) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company during the year ended 31 March 2023;
iv.
The management has represented that, to the best of its knowledge and belief, no funds
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 persons or entities,
including foreign entities (“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
(“Ultimate Beneficiaries”) by or on behalf of the Company or provide any
guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
The management has represented, that, to the best of its knowledge and belief, no funds
have been received by the Company from any persons or entities, including foreign entities
(“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 (“Ultimate
Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee,
security or the like from or on behalf of the Ultimate Beneficiaries; and
Based on such audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under subclause (a) and (b) above contain any material misstatement.
v. The Company has not declared or paid any dividend during the year ended 31 March
2023.
(h) With respect to the other matters to be included in the Auditors 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 remuneration paid by the Company to its directors during the current year
is in accordance with the provisions of section 197 of the Act.
For Kapish Jain & Associates,
Chartered Accountants
Firms Registration No.: 022743N
Kapish Jain
Partner
Membership No.: 514162
UDIN: 23514162BGWHCE4341
Place: New Delhi
Date: 29 May 2023
Annexure A referred to in Paragraph 1 under “Report on Other Legal and Regulatory
Requirements” section of the Independent Auditors Report of even date to the members
of Pearl Green Clubs and Resorts Limited (Formerly known as Rasam 18 Resorts and Clubs
Limited) on the standalone financial statements for the year ended 31 March 2023
In terms of the information and explanations sought by us and given by the Company and
the books of account and records examined by us in the normal course of audit, and to the
best of our knowledge and belief, 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.
(B) The Company has maintained proper records showing full particulars of intangible
assets.
(b) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the property, plant and equipment have been
physically verified by the management during the year and no material discrepancies were
noticed on such verification. In our opinion, the frequency of physical verification
program adopted by the Company, is reasonable having regard to the size of the Company and
the nature of its assets.
(c) 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 own any immovable property
(other than properties where the Company is the lessee and the lease agreements are duly
executed in favour of the lessee). Accordingly, reporting under clause 3(i)(c) of the
Order is not applicable to the Company.
(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 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, 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, reporting
under clause 3(i)(e) of the Order is not applicable to the Company.
(ii) (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 does not hold any inventory
during the year. Accordingly, reporting under clause 3(ii)(a) of the Order are 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 a working
capital limit in excess of Rs 5 crore by bank or financial institution based on the
security of current assets during the year. Accordingly, reporting under clause 3(ii)(b)
of the Order are 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 investment
provided guarantee or security, or granted any advances in the nature of loans, secured or
unsecured to companies, firms, limited liability partnerships or any others parties during
the year. Accordingly, reporting under clause 3(iii) of the Order are not applicable.
(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 has not granted any loan to its
subsidiaries and others during the year.
(b) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, we are in opinion that the terms and conditions
of the loan given are, prima facie, not prejudicial to the interest of the Company.
(c) In respect of loans and advances in the nature of loans granted by the Company, the
schedule of repayment of principal and payment of interest has been stipulated and the
repayments/receipts of principal and interest are regular.
(d) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there is no overdue amount for more than 90
days in respect of loans granted to companies, firms, LLPs or other parties.
(e) 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 granted any loan which has
fallen due during the year. Further, no fresh loans were granted to any party to settle
the overdue loans.
(f) 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 granted any loan which is
repayable on demand or without specifying any terms or period of repayment.
(iv) 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 complied with the provisions of
sections 185 and 186 of the Act in respect of loans, investments, guarantees and security,
as applicable.
(v) In our opinion, and according to the information and explanations given to us, the
Company has not accepted any deposits or there is no amount which has been considered as
deemed deposit within the meaning of sections 73 to 76 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause
3(v) of the Order is not applicable to the Company.
(vi) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Central Government has not specified
maintenance of cost records under sub-section (1) of section 148 of the Act, in respect of
Companys products/business activity. Accordingly, reporting under clause 3(vi) of the
Order is not applicable.
(vii) (a) In our opinion, and according to the information and explanations given to
us, undisputed statutory dues including goods and services tax, provident fund, employees
state insurance, income-tax, duty of customs, duty of excise, value added tax, cess and
other material statutory dues, as applicable, have generally been regularly deposited with
the appropriate authorities by the Company, though there have been slight delays in a few
cases. Further, no undisputed amounts payable in respect thereof were outstanding at the
year-end 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 statutory
dues referred to in subclause (a) above that have not been deposited with the appropriate
authorities on account of any dispute.
(viii) According to the information and explanations given to us, no transactions were
surrendered or disclosed as income during the year in the tax assessments under the Income
Tax Act, 1961 (43 of 1961) which have not been recorded in the books of accounts during
the year.
(ix) (a) According to the information and explanations given to us, the Company has not
defaulted in repayment of its loans or borrowings or in the payment of interest thereon to
any lender during the year.
(b) According to the information and explanations given to us including confirmations
received from banks and financial institution, representation received from the management
of the Company, and on the basis of our audit procedures, we report that the Company has
not been declared a willful defaulter by any bank or financial institution.
(c) In our opinion and according to the information and explanations given to us, the
Company has not obtained any term loans. Accordingly, reporting under clause 3(ix)(c) of
the Order is not applicable to the Company.
(d) In our opinion and according to the information and explanations given to us, and
on an overall examination of the financial statements of the Company, funds raised by the
Company on short term basis have not been utilized for long term purposes.
(e) According to the information and explanations given to us and on an overall
examination of the financial statements of the Company, the Company has not taken any
funds from any entity or person on account of or to meet the obligations of its
subsidiaries.
(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 subsidiary
companies.
(x) (a) In our opinion and according to the information and explanations given to us,
the Company has utilised the money, as per given below, raised by way of initial public
offer for the purposes for which they were raised during the year:
| Nature of the fund raised |
Purpose for which funds were raised |
Total Amount raised |
Amount utilised |
Unutilised balance as at the balance sheet date |
Deviation, if any |
| IPO |
To meet capital expenditure requirement |
877.00 |
170.24 |
706.76 |
- |
| IPO |
General corporate purposes |
234.80 |
147.77 |
87.03 |
- |
| IPO |
Public issue related expenses |
60.00 |
40.15 |
19.85 |
- |
(b) According to the information and explanations given to us and on an overall
examination of the financial statements of the Company, the Company has not made any
preferential allotment or private placement of shares or convertible debenture during the
year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the
Company.
(xi) (a) To the best of our knowledge 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 period covered by our audit.
(b) No report under section 143(12) of the Act has been filed with the Central
Government for the period covered by our audit.
(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable
to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the
Company.
(xiii) 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 section 177 and 188 of the Act, where applicable. The details of such related party
transactions have been disclosed in the standalone financial statements as required by the
applicable Indian Accounting Standard
(xiv) (a) Based on information and explanations provided to us and our audit
procedures, in our opinion, the Company has an internal audit system which is commensurate
with the size and nature of its business.
(b) We have considered the reports issued by the Internal Auditors of the Company till
date for the period under review
(xv) According to the information and explanation given to us, the Company has not
entered into any non-cash transactions with its directors or persons connected with them
and accordingly, provisions of section 192 of the Act are not applicable to the Company.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve
Bank of India Act, 1934. Accordingly, reporting under clause 3(xvi) of the Order is not
applicable to the Company.
(xvii) The Company has not incurred cash losses in the current financial year and in
the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year.
Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the
Company.
(xix) According to the information and explanations given to us and on the basis of the
financial ratios, ageing and expected dates of realisation of financial assets and payment
of financial liabilities, other information accompanying the standalone financial
statements, our knowledge of the plans of the Board of Directors and management 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 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) According to the information and explanations given to us, the Company does not
fulfil the criteria as specified under section 135(1) of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and according, reporting under clause
3(xx) of the Order is not applicable to the Company.
(xxi) The reporting under clause 3(xxi) is not applicable in respect of audit of
standalone financial statements of the Company. Accordingly, no comment has been included
in respect of said clause under this report.
For Kapish Jain & Associates,
Chartered Accountants
Firms Registration No.: 022743N
Kapish Jain
Partner
Membership No.: 514162
UDIN: 23514162BGWHCE4341
Place: New Delhi
Date: 29 May 2023
+91-9892691696
