We have audited the accompanying Standalone Financial Statements of Blue Coast Hotels Limited (“the Company"),
which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including other
Comprehensive Income), Statement of Changes in Equity and Statement of Cash flows for the year then ended, and
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 Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rule 2015, as amended,(“Ind AS") and
other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and
its profit , total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards of Auditing (“SA"s)
specified under section143(10) of the Act. Our responsibilities under those Standards are further described in the
Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI")
together with ethical requirements that are relevant to our audit of the standalone financial statements under the
provisions of the Act and the rules there under, 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.
Material uncertainty related to Going Concern
We draw attention to Note No. 28 in the Standalone Financial Statements regarding regular operating losses and
accumulated loss exceeding the Net Worth of the Company and the Company has prepared the financial statements
on a going concern basis. This situation indicates that a material uncertainty exists that may cast significant doubt on
the Company's ability to continue as a going concern. The accounts, however has been prepared by the management
on a going concern basis for the reason stated in the aforesaid Note No. 28 of the financial statements.
Our opinion is not modified in this respect.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
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. We have determined the matters described below to be the key audit matters to be
communicated in our report.
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Sr.
No.
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Key Audit Matter
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Auditor's Response
(Principal Audit Procedures)
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1.
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The shareholders of 10% Cumulative Redeemable Preference
Shares ("RPS") have waived off their right to receive 95% of
dividend unpaid till 31st August 2024 amounting to '8617.79 Lakh.
The same has resulted into reduction of current liabilities and
increase of exceptional income of the Company to the tune of
'8453.33 Lakh. (Refer Note No. 29(i) of the Standalone Financial
Statements.)
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We have collected the following
documents :-
(i) Copy of AGM Notice and
Explanatory Statement
(ii) Copy of Minutes of AGM Minutes
of Resolution passed.
(iii) Copy of approval of RPS Holders.
We read and analysed the various
above documents and approvals in
respect of the matters.
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2.
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The Company has changed the dividend coupon rate from existing
10% to 0.01% on 41,50,000 redeemable preference shares of the face
value of '100/- each and then-after converted 6,93,110 of 0.01%
redeemable preference shares of the face value of '100/- each into
6,93,110, 0.01% Compulsory Convertible Preference Shares
("CCPS") of the face value of '100/- each, to be compulsorily
convert into 69,31,100 Equity Shares of the face value of '10/- each
within a maximum period of 18 months, at a conversion price of
'10/- each. Pursuant to this, the Company has converted 1,89,200,
0.01% Compulsory Convertible Preference Shares of the face value
of '100/- each into 18,92,000 Equity Shares of the face value of
'10/- each at par. The same has resulted into substantial reduction
of future dividend payment liability and repayment liability, to the
extent of conversion, of Redeemable Preference Shares of the
company. (Refer Note No. 29(ii) to 29(v) of the financial
statements.)
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We have collected the following
documents :-
(I) Copy of AGM Notice and
Explanatory Statement
(ii) Copy of Minutes of AGM Minutes
of Resolution passed.
(iii) Copy of documents filed/
approval from SEBI/Stock
Exchange.
We read and analysed the various
above documents and approvals in
respect of the matters and checked the
compliance of the requirements of Ind
AS 109 in this regard.
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3.
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The SEBI has initiated investigation into the financial affairs of the
Company for possible violation of certain provisions of, inter alia,
Regulation 4, 17(8), 23, 33, 34 and 48 of the SEBI (Listing Obligations
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We have collected the following
documents :-
(i) Copies of SEBI Notices and Final
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Sr.
No.
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Key Audit Matter
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Auditor's Response
(Principal Audit Procedures)
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and Disclosure Requirements) Regulations, 2015 read with Section
27 of SEBI Act, 1992 read with Indian Accounting Standard 1, 24
and 37. The Company along with its Whole Time Director have
submitted a Settlement Application on 03.05.2025 (Post Balance
Sheet Date) with SEBI under SEBI's Settlement Regulations, 2018,
which is currently pending consideration. (Refer Note No. 31(h) of
the financial statements.)
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Show Cause Notice.
(ii) Copies of Replies filed by the
Company.
(iii) Copies of Settlement Application
Filed with SEBI.
We read and analysed the various
above documents and approvals in
respect of the matters.
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4.
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The Company has not been carrying any business operations
during the reporting year. However, the Company has incurred
substantial expenses on leasing of office building, employee costs
and professional & legal expenses for pending disputes and
litigation etc. besides routine expenses. The Company has also
incurred expenses on Listing and ROC fee of conversion of
Compulsory Convertible Preference Shares into Equity Shares and
has made a Provision of SEBI Settlement Penalty. The same has
resulted in incurring huge operational losses to the company.
(Refer Note No. 31(i) to the financial statements.)
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We have collected the following
documents :-
(i) Copy of Agreements/
Documents/Invoices of Relevant
Expenses.
(ii) Copy of Board Minutes and other
relevant approvals.
(iii) SEBI Proceedings Documents
We read and analysed the various
above documents and approvals in
respect of the matters.
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Information Other than the Standalone Financial Statements and Auditor's Report thereon
The Company's Board of Director is responsible for preparation of the other information. The other information
comprises the information included in Annual Report, but does not include the Standalone Financial Statements and
our auditor's report thereon.
Our opinion on financial statement 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 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 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 Standalone Financial statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with
accounting principles generally accepted in India, including applicable Indian Accounting Standards (Ind AS)
prescribed under section 133 of the Act read with relevant rules issued thereunder. 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 judgements 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 Board of Directors is responsible for assessing the Company's
ability continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease the
operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor's 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 auditor's report that includes our
opinion. Reasonable assurance is a high level 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 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 judgement and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risk of material misstatement of the Standalone Financial Statements, whether due to
fraud or error, design and perform audit procedure 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 controls 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 adequate internal financial controls
system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonable of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of the management's use of the going concern basis of accounting and,
based on accounting and, based on the audit evidences obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the company's ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the standalone financial statement or if such disclosure are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including
the disclosures and whether the Standalone Financial Statements represent the underlying transaction and
events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone
Financial Statements may be influenced. We consider quantitative materiality and qualitative factor in (i) planning the
scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matter 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 auditor's report unless law or regulation precludes public disclosures about
the matter or when, in extremely rare circumstance, 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 (Auditor's Report) Order, 2020 (“the order"), issued by the Central Government in
terms of section 143(11) of the Act, we give in 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 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 purpose of our audit.
b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as it
appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), Statement of
Changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books
of accounts.
d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards
(Ind AS) prescribed under section 133 of the Act read with relevant rules issued thereunder.
e) On the basis of the written representations received from the directors as at 31st March, 2025 taken on record
by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as
a director in terms of section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our separate report in Annexure “B". Our report
expressed an unmodified opinion on the adequacy and operating effectiveness of the company's internal
financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor's Report in accordance with 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 explanation given to us, the
remuneration paid/ provided by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies ( Audit and Auditors) Rule , 2014, in our opinion and to the best of our information and according
to the explanations give 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. Hence, the question
of any material foreseeable losses does not arise.
iii. During the year, the Company was not liable to transfer any amount to the Investor Education and
protection fund.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to
or in any other persons or entities, including foreign entities (“Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 on
behalf of the Ultimate Beneficiaries.
(b) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any
persons or entities, including foreign entities (“Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall 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 Parties or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.
( c) Based on the audit procedures performed 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) contain any material misstatement.
v. The Company has not paid or declared any dividend during the current year, so provision related to
dividend distribution in accordance with section 123 of the Companies Act 2013 to the extent it applies to
payment of dividend is not applicable to the company. However, the Company has made a provision for
dividend on Cumulative Preference Shares as its finance costs in compliance with the terms of issue of
Cumulative Preference Shares and relevant Ind AS.
vi. Based on our examination which included test checks, the Company has used an accounting software for
maintaining its books of account for the year ended 31st March 2025, which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software. Further, during the course of our audit we did not come across any instance of
audit trail feature being tampered with. The audit trail has also been preserved by the Company as per
the statutory requirements for record retention.
For P.P. Bansal & CO
Chartered Accountants
Firm's Regn. No: 001916N
Sd/-
CA. Neeraj Bansal
(Partner)
Place : New Delhi Membership No. 091893
Date : 22.05.2025 UDIN - 25091893BMIJAI3598
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