| We have audited the accompanying financial statements of KDJ
HOLIDAYSCAPES & RESORTS LIMITED (Formerly Two-up Financial Services
Limited) ("the Company"), which comprise the Balance Sheet as at March
31,2015, the Statement of Profit and Loss and the Cash Flow Statement
for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors are responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these 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 principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. 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 financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under 143(10) of the Act. Those Standards require that we
comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company's preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on whether the Company has in place an
adequate internal financial controls system over financial reporting
and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the Company's
Directors, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Basis for Qualified Opinion
Attention is invited to:
1. Note No. 1 (J) regarding non provision of gratuity and leave
encashment as required by Accounting Standard 15 (AS 15) relating to
Employees Benefits. We are unable to comment upon the resultant effect
on Liabilities and Profit of the year as the amount of such benefit is
presently not ascertainable;
2. Note No. 29, regarding amortization of, Deferred Revenue expenses,
which are not in accordance with Accounting Standard - 26 "Intangible
Assets" notified under the Act. Due to this Loss for the year is higher
by Rs. 7,62,236/-,; the Other Non Current Assets are higher by Rs.
45,73,415 /-; the Other Current Assets are higher by Rs. 7,62,236/-;
with consequential effect on Reserves & Surplus;
3. Note No. 30, regarding amortization of, Pre-operative expenses,
which are not in accordance with Accounting Standard - 26 "Intangible
Assets" as notified under the Act. Due to this Loss for the year is
higher by Rs. 2,71,216/-, the Other Current Assets are higher by Rs.
2,71,216/- , with consequential effects on Reserves & Surplus;
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the clauses 1,2 and 3 of the Basis for Qualified Opinion
paragraph, the financial statements give the information required by
the Act in the manner so required give a true and fair view in
conformity with the accounting principles generally accepted in India:
(a) . In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2015;
(b) . In case of the Statement of the Statement of Profit and Loss, of
the Loss for the year ended on that date; and
(c) . In the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order"), issued by the Central Government of India, in terms of section
143(11) of the Companies Act, 2013, we give in the Annexure 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, we report that:
(a) . We have sought and, except for the matter described in clause (i)
of the Basis for Qualified Opinion paragraph, obtained all the
information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
(b) Except for the possible effects of the matter described in the
clauses 1,2 and 3 of the Basis for Qualified Opinion paragraph above, in
our opinion, proper books of account as required by law have been kept
by the Company so far as appears from our examination of those books;
(c) . The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the books
of account;
(d) . Except for the possible effects of the matter described in the
clauses 1, 2 and 3 of the Basis for Qualified Opinion paragraph above,
in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash
Flow Statement comply with Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014
(e) . On the basis of written representations received from the
directors as on March 31,2015, and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2015,
from being appointed as a director in terms of section 164(2) of the
Act.
(f). With respect to the other matters to be included in the Auditor's
Report in accordance withRule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial Statements - Refer Note No 31 to
the 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 are no amounts required to be transferred, to the Investor
Education and Protection Fund by the Company
Annexure referred to in paragraph 1 under the heading "Report on Other
Legal and Regulatory Requirements" of the Independent Auditors' report
of even date on the Financial Statements of KDJ Holidayscapes & Resorts
Limited for the Year Ended 31st March 2015.
On the basis of such checks as considered appropriate and in terms of
the information and explanations given to us, we state as under.
Matters specified in clauses (v) & (vi) of paragraph 3 of the Companies
(Auditor's Report) Order, 2015 do not apply to the Company. Accordingly
no comments have been made on these clauses not applicable to the
company.
( i ) ( a ) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
Assets.
( b ) As per the information and explanations given to us, fixed assets
have been physically verified by the management during the year.
According to the information and explanations given to us, no material
discrepancies were noticed on such verification and the same have been
properly dealt with in the books of account.
( ii ) ( a ) As per the information and explanations given to us, the
inventory has been physically verified by the management during the
year.
( b ) In our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate in
relation to the size of the company and nature of its business.
( c ) As per the information and explanations given to us, the Company
has maintained proper records to show details of inventory. In our
opinion and according to the information and explanations given to us,
the discrepancies noticed on verification between the physical stock
and the book records were not material and the same have been properly
dealt with in the books of account.
( iii )( a ) As per the information and explanations given to us,
receipts of the principal amount and interest , wherever applicable on
the loans given to the parties covered under the Section 189 of the
Companies Act, 2013 are generally regular.
( b ) According to the information and explanations given to us, there
are no overdue amounts of any loan granted to the parties covered under
Section 189 of the Companies Act, 2013.
( iv ) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and nature of its business
with regard to the purchase of inventory, fixed assets and with regard
to the sale of goods and services. During the course of our audit, no
major weaknesses were noticed in the internal controls.
( v ) ( a ) As per the records of the Company and according to the
information and explanations given to us, the Company is generally not
regular in depositing with appropriate authorities undisputed statutory
dues including Provident Fund, Employee's State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value
Added Tax, Cess and other statutory dues, to the extent applicable to
it though the delay in deposits have not been serious.
According to the information and explanations given to us, there are no
undisputed amounts payable in respect of Income tax, Wealth Tax, Sales
Tax, and Excise Duty except service tax of Rs 49,78,212/- , Profession
tax of Rs. 1,37,550/- , ESIC of Rs. 3,08,844/- , Provident fund of Rs
3,04,797/- , TDS of Rs . 5,17,094/- , VAT of Rs 65,867/- and Luxury
tax of Rs 48,408/-were outstanding as at 31st March, 2015 for a period
of more than 6 months from the date they became payable.
( b ) According to the records of the Company and as per the
information and explanations given to us, there are no dues of Sales
tax, Income tax, Service tax, Custom tax, Wealth tax, Excise duty, Cess
which have not been deposited on account of any dispute.
c In our opinion, and according to the information and explanations
given to us, there are no amounts required to be transferred to
Investor Education And Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made
thereunder.
(vi) The accumulated losses of the Company at the end of the financial
year do not exceed fifty percent of its net worth and the Company has
not incurred cash losses in the financial year and has incurred cash
losses during the immediately preceding financial year.
(vii) Based on our audit procedures and on the basis of information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in payment of dues to its bank.
(viii) As per information and explanations given to us during the year,
the Company has not given any guarantee for loans taken by others from
bank or financial institutions.
(ix) As per the information and explanations given to us, term loans
were applied for the purpose for which the loans were raised during the
year under review.
(x) As per information and explanations given by the management, no
frauds on or by the Company has been noticed or reported during the
year under review.
FOR ASL & Co.
Chartered Accountants
(Regn. No 101921 W)
(Saurabh P Shah)
PARTNER
Membership No. : 041749
PLACE: - MUMBAI.
DATED: - May 30, 2015
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