We have audited the financial statements of Landmarc Leisure Corporation Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2024, the Statement of Profit and Loss (including other Comprehensive Income), the Statement of Changes in Equity) and the Statement of Cash Flows for the year ended on that date, and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us, except for the effect of the matters described in the Basis of Qualified Section of our report, the aforesaid financial statements give the information required by the Companies Act 2013 ("the Act") in the maimer so required and give a hue and fan view in conformity with the India Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, ("Ind As") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Our Qualified Opinion
(i) Refer Note No. 32 a. to the financial statement regarding non-provision for doubtful Security deposit given by the Company and non-availability of confirmation, as the said Company has gone into Liquidation and liquidator has been appointed amounting to Rs. 1,500 Lakhs, having consequential impact on the Loss for the year, Deposits and Provisions to the said extent.
(ii) Refer Note No. 31 to the financial statement regarding non-reorganization of interest income on security deposit given to two parties as mutually agreed with both the body corporate amounting to Rs. 295.03 Lakhs and total interest income not recognized since the time the said security deposit has been given by the Company amounting to Rs. 5,415.80 Lakhs. Further, the Company has not provided for rentals payable to the said company amounting to Rs. 323.56 Lakhs for the year and total rental not provided till date is Rs. 1,826.08 Lakhs for the premises being used in lieu of the un-received interest income, having consequential impact on the Interest income, Rental expenses, Loss and Deposit to the said extent.
(iii) Refer Note No. 33 to the financial statement that the Company has during the year ended has not carried out Actuarial valuation as per the recommendations of Ind AS 15 "Employee Benefits" issued by the Institute of Chartered Accountants of India and instead provided for Gratuity on accrual basis as per Management Estimates. Tire amount of shortfall in such provision is currently unascertainable since the Actuarial Valuation was not carried out. However, the management is of tire opinion that the provision created in the books is sufficient considering the number of employees.
(iv) Refer Note No. 32 b. to the financial statement that the Company regarding no provision has been made towards doubtful recovery considered by us of pro rata security deposit (interest free) amounting Rs.l,218.28 Lakhs representing deposit given against unutilized vacant space forming part of tire total deposit given by the Company in terms of the agreement having year-end balance of Rs. 2,218.28 Lakhs, which is higher than space occupied by the Company, the management has also evaluated the deposit for the space occupied by them which should be approximately Rs. 1,000 Lakhs, thereby non provision against the excess deposit is having consequential impact on the Loss for the year which has been understated and Deposits which has been overstated to the extent of Rs. 1,218.28 Lakhs.
(vi) Refer Note No. 58 to the financial statement of the Company regarding the Company which states that the Company has given Interest-free Loans to a party for amounting to Rs. 316.19 Lakhs for which term sheet and other documents are in process of regularization thereby having consequential impact on Loss of the Company and Loans to the above extent.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of tire 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 Code of Ethics issued by the ICAI. 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) Refer Note no. 59 to the financial statement of the Company which states that in terms of SEBI order dated January 20, 2022 the company its directors and CFO have deposited the penalty imposed upon them.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of tire 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 not determined the following matter to be the Key audit matter to be communicated in oui Repoit.
information Other than the Financial Statements and Auditor’s Report Thereon
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 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, hr 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 inconsistent 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 expect that stated in Basis of Qualified Opinion and Emphasis of Matter above.
Management's Responsibility for the 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 financial statements that give a true and fan view of the financial position, financial performance, total Comprehensive Income, changes in equity and cash flows 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 of the assets of tire 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 statement that give a hue and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management 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.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
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 auditor's 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 a part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional skepticism throughout the Audit.
We also;
• Identify and assess the risk of material misstatement of the 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 of 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 an opinion on whether the Company has adequate internal financial controls system in place and tire 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 management's 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 Company's ability to continue as a going concern. If we conclude drat a material uncertainty exists, we are required to draw attention in our auditor's 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a maimer that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors 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 matters that were of most significance in the audit of the 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 disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
2. 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, we report that:
a) We have sought and obtained all the information and explanations which to tire 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 except for the matters stated hr paragraph i (vi) below on reporting under Rule 11(g);
c) lire Balance Sheet, the Statement of Profit and Loss including other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of accounts.
d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, hr our opinion, the aforesaid financial statements comply with the Ind As specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) Tire qualification relating to the maintenance of accounts and other matters connected therewith are as stated hr the Basis for Qualified Opinion paragraph above.
f) On the basis of the written representations received from the Directors as on 31stMarch, 2024 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2024 from behrg appohrted as a director hr terms of Section 164 (2) of the Act.
g) 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 hr "Annexure B". Our report expresses a modified opinion on the adequacy and operating effectiveness of the Compairy's internal fhrancial controls over fhrancial reporting.
h) Tire qualification relating to the maintenance of accounts and other matters connected therewith are as stated hr the paragraph (b) above on reporting under Section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g)
i) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of Section 197(6) of the Act, as amended 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 iir its financial statements.
ii. The Company does not have long-term contracts including derivative contracts requiring provision for material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) Management has represented to us that, to tire best of it's knowledge and belief, other than as disclosed in the notes to the accounts 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 tire understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or tire like on behalf of the Ultimate Beneficiaries;
(b) Management has represented to us that, to the best of it's knowledge and belief, other than as disclosed in tire notes to tire accounts no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with tire understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest hr other persons or entities identified in airy manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(c) Based on our audit procedure Conducted that are considered reasonable and appropriate hr the circumstances, nothhrg has come to our attention that cause us to believe that tire representation given by tire management under paragraph (2) (h) (iv) (a) & (b) contain any material misstatement.
v. The Company has not declared or paid airy dividend during the year and has not proposed fhral dividend for tire year.
vi. Based on our examination, which included test checks, and other generally accepted audit procedures performed by us, we report that tire company has neither enabled edit log nor maintained audit frail which is required to be maintained from 1st April 2023 as required vide notification of Ministry of Company Affairs thereby leadhrg to non-conrpliance and penalty which is presently unascer tamable.
As provision to Rule 3(1) of tire Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements of record retention is not applicable for tire financial year ended March 31, 2024.
For S K FI D & Associates Chartered Accountants _______ Firm Registration No. 105929 W
JA JVjJ Henranshu Solanki
Partner
Membership No. 132835 UDIN : 24132835BKGVSE1742
Mumbai, dated 28th May 2024
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