audit mcom part 2 sem 3

7/21/2019 audit mcom part 2 sem 3

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The LeelaVenture Hotel

Introduction

Hotel Leela Venture (HLV) is the promoter of the 5–star deluxe hotels in Mumbai, Goa,

Bangalore and Koalam! Hotel LeelaVenture Ltd o"ns and manages hotels under #he Leela

$ala%es & 'esorts brand in ndia! t has a management allian%e "ith Kempinsi, the oldest

hotel group in *urope! +ll the hotels of the %ompan are %o–branded "ith Kempinsi!

HLV is one of the leading plaers in hospitalit se%tor! #he %ompan "as in%orporated in

-./- to set up and operate 5–star hotels! 0or this HLV, in the same ear it entered into

%ollaboration "ith $enta Hotels of 1K that "as transferred to Kempinsi Hotels and operates

*uropean %hain of 5–star deluxe hotels and is o"ned b Lufthansa, a German airline! #his

%ollaboration "ith $enta "as for sales, mareting and te%hni%al no"–ho" for the period of

ten ears! n -./2 the %ompan laun%hed its first 5–star deluxe hotel, Leela $enta, in Bomba

that later "as renamed as Leela Kempinsi in -.//!

n -./3 the hotel delined itself from $enta and entered into te%hni%al, sales, and mareting

agreement "ith Kempinsi, hotel! n the same ear it "as assigned 5 star deluxe status!

'e%entl, Hotel Leelaenture signed a memorandum of understanding "ith #raan%ore

*nterprises $riate, a %ompan o"ned b 4r! B! 'ai $illai, to sell its luxur hotel propert

in Koalam, Kerala to #raan%ore *nterprises (#*$L) for 's 5 %rore, in an effort to redu%e

its debt! #he sale "ill be stru%tured in su%h a manner that Leelaenture "ill transfer the hotel

undertaing to a spe%ial purpose ehi%le (6$V), "hi%h "ill be then a%7uired full b #*$L!

Hotel Leela Venture Ltd!, in%orporated in the ear -./-, is a Mid 8ap %ompan (haing a

maret %ap of 's .9:!// 8r!) operating in Hospitalit se%tor!

Hotel Leela Venture Ltd! e $rodu%ts;'eenue 6egments in%lude n%ome ('oom 'ent)

"hi%h %ontributed 's :3.!5: 8r to 6ales Value (59!/9< of #otal 6ales), Beerages & 0ood

"hi%h %ontributed 's 959!5 8r to 6ales Value (:5!-=< of #otal 6ales), >ther 6eri%es "hi%h

%ontributed 's 5:!2. 8r to 6ales Value (3!=3< of #otal 6ales), 6eri%e (Hotel) "hi%h



%ontributed 's :9!39 8r to 6ales Value (=!55< of #otal 6ales), for the ear ending :-?Mar?

9-=!

0or the 7uarter ended :?@un?9-5, the %ompan has reported a 6tandalone sales of 's!

-2-!/- 8r!, do"n ?9.!-5< from last 7uarter 6ales of 's! 99/!:3 8r! and up =!-< from last

ear same 7uarter 6ales of 's! -55!== 8r! 8ompan has reported net profit after tax of 's!

?53!23 8r! in latest 7uarter!

#he %ompanAs management in%ludes Mr!Vie air, Mrs!+nna Malhotra, Mrs!Madhu air,

Ms!K Hemalatha, Mr!+nandghan Bohra, 4r!K 1 Mada, Mr!+nandghan Bohra, Mr!+nil

Bhatia, Mr!+nil Harish, Mr!4inesh air, Mr!ndur Kirpalani, Mr!Krishna 4eshia, Mr!M

Madhaan ambiar, Mr!' Venata%halam, Mr!V $ 6hett, Mr!ViCa +mritraC!

Company has Picardo & Co. as its auditors. +s on :?@un?9-5, the %ompan has a total of

=22,2/,:3 shares outstanding!



PRODUCTS AND SERVICES OFFERED BY THE HOTEL

#he 6ubsidiaries of Hotel Leelaenture Limited areD

• Leela 'ealt Limited

• Leela $ala%es and 'esorts Limited

Serice! o""ered

• 'ooms (for sta)

•

0ood and Beerages• >ther seri%es



INTRODUCTION

#eanin$ And De"inition

-!+%%ountingD 6stemati% examination and erifi%ation of a firmEs boos of a%%ount

transa%tion re%ords, other releant do%uments, and phsi%al of inentor

b 7ualified a%%ountants (%alled auditors)!

9! + formal inspe%tion of the a%%ounting pro%edures and re%ords and the finan%ial situation of

an indiidual, business, organiFation, or goernment entit to erif the a%%ura% and

%ompleteness of the re%ords or their %omplian%e "ith another set of standards!

Feature! O" Auditin$

6ome %hara%teristi%s of auditors that should be %onsidered "hen maing a sele%tion in%ludeD

• $rofessional %ompeten%e

• +bilit to maintain independen%e and a high degree of integrit

• 1nderstanding of %ooperatie la", philosoph and methods

• 0amiliarit "ith %ooperatie a%%ounting pra%ti%es and the industr in "hi%h the

%ooperatie operates

• +bilit to deelop and %ondu%t an effi%ient audit program

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• +bilit to %ommuni%ate "ith the board and management

• +bilit to proide %ompetent suggestions for improing finan%ial a%%ounting

pra%ti%es

• 1nderstanding the responsibilit of their reporting dire%tl to the board

• illingness to %orre%t an oersights o%%urring during the audit program!

TYPES OF AUDIT

-! SECRETARIAL AUDIT:

6e%retarial +uditA is introdu%ed b re%entl ena%ted 8ompanies +%t, 9-:! t is a pro%ess to

%he% %omplian%es made b the 8ompan under 8orporate La" & other la"s, rules,

regulations, pro%edures et%! t is a me%hanism to monitor %omplian%e "ith the re7uirements

of stated la"s and pro%esses! $eriodi%all examination of "or is ne%essar to point out

errors & mistaes and to mae a robust %omplian%e me%hanism sstem in an organiFation!

*er %ompan needs to %ompl hundreds of La"s, rules, regulations! #hese la"s are

%omplex and non?%omplian%es "ould attra%t maCor ris to %ompan! $eriodi%all inspe%ting

the re%ords of %ompan gies exa%t information "hether, and if so, to "hat extent 8ompan

has %omplied "ith the la"s appli%able to the 8ompan!

6e%retarial +udit gies %omfort to the regulators, staeholders and management that %ompanhas dis%iplined approa%h to ealuate and improe effe%tieness of ris management, %ontrol,

and goernan%e pro%esses!

TO WIC CO!PA"IES SECRETARIAL AUDIT IS !A"DATOR#$

+s per se%tion 9= of the 8ompanies +%t, 9-: read "ith 8ompanies (+ppointment and

'emuneration of Managerial $ersonnel) 'ules, 9-=, follo"ing %ompanies are re7uired to

obtain S%cr%taria Audit R%port' form independent pra%ti%ing %ompan se%retarI



(1) *er listed %ompan

(2) *er publi% %ompan haing a paid?up share %apital of (i)ty Cror% rupees or moreI or

(3) (b) *er publi% %ompan haing a turnoer of T*o undr%d (i)ty Cror% rupees or

more!

• J#urnoer means the aggregate alue of the realiFation of amount made from the

sale, suppl or distribution of goods or on a%%ount of seri%es rendered, or both, b the

%ompan during a finan%ial ear! 6e%tion 9(.-)

• 6e%retarial +udit is also mandator to a priate %ompan "hi%h is a subsidiar of a

publi% %ompan, and "hi%h falls under the pres%ribed %lass of %ompanies!

WO CA" +E APPOI"TED AS SECRETARIAL AUDITOR$

>nl a member of the nstitute of 8ompan 6e%retaries of ndia holding %ertifi%ate of pra%ti%e

(%ompan se%retar in pra%ti%e) %an %ondu%t 6e%retarial +udit and furnish the 6e%retarial

+udit 'eport to the 8ompan!

APPOI"T!E"T O( SECRETARIAL AUDITOR

+s per 'ule / of the 8ompanies (Meetings of Board and its po"ers) 'ules, 9-=, 6e%retarial

+uditor is re7uired to be appointed b means of resolution passed at a dul %onened Board

meeting and resolution for appointment shall be filed "ith 'egistrar of 8ompanies "ithin :

das in *?form MG#?-=!

t is adisable for 6e%retarial +uditor to get the letter of engagement from the %ompan!

6e%retarial +uditor should formall a%%ept the letter of engagement! 0urther, as a prudent

%orporate pra%ti%e, it is adisable that %hange in the 6e%retarial +uditor during the ear is

reported to the members in the BoardAs 'eport!

SCOPE O( SECRETARIAL AUDIT

+ se%retarial auditor has to %he% %omplian%es b the %ompan under the follo"ing la"s and

rules made there?underI

i! #he 8ompanies +%t, 9-: (the +%t) and the rules made there?underI



ii! #he 6e%urities 8ontra%ts ('egulation) +%t, -.52 (68'+A) and the rules made there?underI

iii! #he 4epositories +%t, -..2 and the 'egulations and Be?la"s framed there?underI

i! 0oreign *x%hange Management +%t, -... and the rules and regulations made there?under

to the extent of 0oreign 4ire%t nestment, >erseas 4ire%t nestment and *xternal

8ommer%ial Borro"ingsI

! #he follo"ing 'egulations and Guidelines pres%ribed under the 6e%urities and *x%hange

Board of ndia +%t, -..9 (6*B +%tA)D?

a! #he 6e%urities and *x%hange Board of ndia (6ubstantial +%7uisition of 6hares and

#aeoers) 'egulations, 9--I

b! #he 6e%urities and *x%hange Board of ndia ($rohibition of nsider #rading) 'egulations,

-..9I

%! #he 6e%urities and *x%hange Board of ndia (ssue of 8apital and 4is%losure

'e7uirements) 'egulations, 9.I

d! #he 6e%urities and *x%hange Board of ndia (*mploee 6to% >ption 6%heme and

*mploee 6to% $ur%hase 6%heme) Guidelines, -...I

e! #he 6e%urities and *x%hange Board of ndia (ssue and Listing of 4ebt 6e%urities)

'egulations, 9/I

f! #he 6e%urities and *x%hange Board of ndia ('egistrars to an ssue and 6hare #ransfer

+gents) 'egulations, -..: regarding the 8ompanies +%t and dealing "ith %lientI

g! #he 6e%urities and *x%hange Board of ndia (4elisting of *7uit 6hares) 'egulations,

9.I and

h! #he 6e%urities and *x%hange Board of ndia (Buba% of 6e%urities) 'egulations, -../I

i! 6e%retarial 6tandards issued b #he nstitute of 8ompan 6e%retaries of ndia!

ii! #he Listing +greements entered into b the 8ompan "ith 6to% *x%hange(s), if

appli%ableI

(ormat o) S%cr%taria Audit R%port aso r%,uir%s r%portin- on *h%th%r

• #he Board of 4ire%tors of the 8ompan is dul %onstituted "ith proper balan%e of

*xe%utie 4ire%tors, on?*xe%utie 4ire%tors and ndependent 4ire%tors!

• #he %hanges in the %omposition of the Board of 4ire%tors that too pla%e during the

period under reie" "ere %arried out in %omplian%e "ith the proisions of the +%t!



• +de7uate noti%e is gien to all dire%tors to s%hedule the Board Meetings, agenda and

detailed notes on agenda "ere sent at least seen das in adan%e, and a sstem exists for

seeing and obtaining further information and %larifi%ations on the agenda items before the

meeting and for meaningful parti%ipation at the meeting!• MaCorit de%ision is %arried through "hile the dissenting members ie"s are‟

%aptured and re%orded as part of the minutes!

• #here are ade7uate sstems and pro%esses in the %ompan %ommensurate "ith the siFe

and operations of the %ompan to monitor and ensure %omplian%e "ith appli%able la"s, rules,

regulations and guidelines!

Moreoer 6e%retarial +uditor is re7uired to report and proide details of spe%ifi% eents and

a%tions o%%urred during the reporting period haing maCor bearing on the affairs of the8ompan in pursuant to aboe referred la"s; rules & regulations! 0e" eents "ere also gien

as example in the format of audit report!

Ho"eer in %ase of finan%ial la"s lie tax la"s and 8ustoms +%t et%!, 6e%retarial +uditor

ma rel on the 'eports gien b 6tatutor +uditors or other designated professional!

POWER TO SECRETARIAL AUDITOR

#he 8ompanies +%t, 9-: has empo"ered se%retarial auditor and has gien him all rights and

po"ers as gien to statutor auditor! +s per se%tion 9= of the 8ompanies +%t, 9-:, the

se%retarial auditor %ompan shall be entitled to re7uire from the offi%ers of the %ompan su%h

information and explanation as he ma %onsider ne%essar for the performan%e of his duties

as auditor!

PU"IS!E"T (OR DE(AULT

6ub?6e%tion = of 6e%tion 9= of the 8ompanies +%t, 9-:, proides that if a %ompan or an

offi%er of the %ompan or the %ompan se%retar in pra%ti%e, %ontraenes the proisions of

se%tion 9= of the +%t, the %ompan, eer offi%er of the %ompan or the %ompan se%retar

in pra%ti%e, "ho is in default, shall be punishable "ith fine "hi%h shall not be less than - lah

rupees but "hi%h ma extend to 5 lah rupees!

Moreoer as per sub se%tion (-5) of se%tion -=: of the 8ompanies +%t, 9-:, if a se%retarial

auditor, has reason to beliee that an offen%e inoling fraud is being or has been %ommitted



against the %ompan b offi%ers or emploees of the %ompan, he shall immediatel report

the matter to the 8entral Goernment "ithin su%h time and in su%h manner as ma be

pres%ribed! 0ailure to do so shall attra%t a fine "hi%h shall not be less than - lah rupees but

"hi%h ma extend to 95 lah rupees!

/. I"DEPE"DE"T AUDIT:

#he terms JauditN or Naudited finan%ial statements in this onprofit +udit Guide refer to the

"or produ%t resulting from the independent examination of a nonprofitAs finan%ial re%ords

b a li%ensed %ertified publi% a%%ountant (also referred to in this Guide as the Jauditor, or the

Nauditing firmN)!

+n independent audit is an examination of the finan%ial re%ords, a%%ounts, business

transa%tions, a%%ounting pra%ti%es, and internal %ontrols of a %haritable nonprofit b an

NindependentN auditor! NndependentN refers to the fa%t that the auditor;8$+ is not an

emploee of the nonprofits but instead is retained through a %ontra%t for seri%es, and hen%e

is Nindependent!N

4uring the independent audit, the auditor "ill reie" the organiFationAs finan%ial statements

to determine "hether the adhere to Jgenerall a%%epted a%%ounting prin%iples (%ommonl

referred to as JG++$)! #hese a%%ounting prin%iples are %reated b the N0inan%ial

+%%ounting 6tandards Board,N no"n as N0+6B!N hile not la", these standards %arr

"eight ? "hen the are not follo"ed, the auditors are re7uired to note that in their report!

I"DEPE"DE"T AUDITI"0 STA"DARDS

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#he auditing pro%ess is based on standards, %on%epts, pro%edures, and reporting pra%ti%es that

are primaril imposed b the +meri%an nstitute of 8ertified $ubli% +%%ountants (+8$+)!

#he auditing pro%ess relies on eiden%e, analsis, %onentions, and informed professional

Cudgment! General standards are brief statements relating to su%h matters as training,

independen%e, and professional %are! +8$+ general standards de%lare thatD

• *xternal audits should be performed b a person or persons haing ade7uate te%hni%al

training and profi%ien% as an auditor!

• #he auditor or auditors maintain %omplete independen%e in all matters relating to the

assignment!

• #he independent auditor or auditors should mae sure that all aspe%ts of the

examination and the preparation of the audit report are %arried out "ith a high

standard of professionalism!

6tandards of field"or proide basi% planning standards to be follo"ed during audits! +8$+

standards of field "or stipulate thatD

• #he "or is to be ade7uatel planned and assistants, if an, are to be properl

superised!

• ndependent auditors "ill %arr out proper stud and ealuation of the existing

internal %ontrols to determine their reliabilit and suitabilit for %ondu%ting all

ne%essar auditing pro%edures!

• *xternal auditors "ill mae %ertain that the are able to reie" all

releant eidential materials, "hether obtained through inspe%tion, obseration,

in7uiries, or %onfirmation, so that the %an form an informed and reasonable opinion

regarding the 7ualit of the finan%ial statements under examination!

6tandards of reporting des%ribe auditing standards relating to the audit report and its

re7uirements! +8$+ standards of reporting stipulate that the auditor indi%ate "hether the

finan%ial statements examined "ere presented in a%%ordan%e "ith generall a%%epted

a%%ounting prin%iplesI "hether su%h prin%iples "ere %onsistentl obsered in the %urrent

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period in relation to the pre%eding periodI and "hether informatie dis%losures to the

finan%ial statements "ere ade7uate! 0inall, the external auditorEs report should in%lude -) an

opinion about the finan%ial statements;re%ords that "ere examined, or 9) a dis%laimer of

opinion, "hi%h tpi%all is in%luded in instan%es "here, for one reason or another, the auditor

is unable to render an opinion on the state of the businessEs re%ords!

PROCESS OF AUDIT

• Initia !%%tin-

+uditors begin the audit pro%ess b meeting "ith the Hotel top management! #his

allo"s the auditors to understand "hi%h tpe of audit the "ill %ondu%t and "hi%h

areas "ill be in%luded in the audit! +udits tpi%all fall under the finan%ial or

%omplian%e designation! 0inan%ial audits in%lude a reie" of the hotelAs finan%ial

statements, internal %ontrols and a%%ounting pro%edures! 8omplian%e audits reie"

the business operations of a hotel, "hi%h primaril in%ludes the fun%tions or pro%esses

outside of the hotelAs finan%ial pro%esses!



• Pan

+n audit plan outlines the spe%ifi% steps or information for the hotel audit! +uditors

"ill also %reate and re7uest a sample of information from the hotel to test against

national a%%ounting standards or the %ompanAs operating pro%edures! +n audit timeline is another feature of the audit planI this ensures auditors "ill %omplete all

fun%tions "ithin a %ertain time period and do not drag the audit on too long and

hamper the hotelAs operations!

• (i%d*or1

0ield"or is "here the maCorit of audit "or taes pla%e! +uditors "ill reie" ho"

the hotel re%ords in%ome, expenses and handles its %ash management fun%tions!

Hotels "ith gift shops, re%reation %enters or other fa%ilities "ill also hae these items

in%luded in the audit! +uditors "ill attempt to measure and assess ho" the hotel

manages finan%ial information! +uditing a hotel fran%hise is tpi%all different than

auditing the entire hotel operation! 0ran%hisees usuall hae less information and are

more in%lusie than the entire %orporate organiFation! 8orporate hotel audits usuall

fo%us on %orporate?leel information rather than indiidual fran%hise figures!

• (oo*up

+udits tpi%all end "ith a follo"?up meeting "ith %orporate management! +uditors

"ill dis%uss an ariation or improprieties that %reate misstatements on the hotelAs

finan%ial or business reports! *xternal audits "ill tpi%all result in an offi%ial opinion

that is released to outside business staeholders! nternal audits report information for

management use and does not usuall re7uire an offi%ial audit report unless re7uested

b management

6tandard operating pro%edures help audit spe%ialists reie" a firmEs operating

enironment, %ontrols, pro%esses and poli%ies! 6u%h pro%edures also aid an auditor in

ensuring that %orporate poli%ies adhere to regulator standards and industr pra%ti%es!

+n internal or external auditor also reie"s finan%ial re%ords to ensure that su%h

re%ords are a%%urate and %omplete!



+n auditor ealuates the hotel business entitEs operating enironment to dete%t

important fa%tors that materiall, i!e!, signifi%antl, affe%t its operations! 6u%h fa%tors

%ould be external or internal and short? or long?term! +n audit spe%ialist also

reie"s the hotelEs a%tiities to ensure that su%h a%tiities are legal and %ompl "ith

regulator rules! *xternal fa%tors influen%ing the hotelEs business ma in%lude

goernmental mandates, industr trends, business pra%ti%es and e%onomi% se%tor

outloos! nternal elements that %ould affe%t a %ompanEs a%tiities are senior

managementEs leadership stle and ethi%s, human resour%e pro%edures and

o%%upational health or safet poli%ies!

• Und%rstand Contros

+n audit spe%ialist reie"s the hotelEs %ontrols and pro%esses to understand ho" su%h

%ontrols fun%tion! $ro%esses fun%tion properl if the operating enironment is

ade7uate! + %ontrol ma be a list of instru%tions or poli%ies that a firmEs managers put

into pla%e to aoid losses due to fraud, error or te%hnologi%al problems! +n auditor

ma learn about a firmEs %ontrols b reading prior earsE reports and "oring papers,

taling "ith departmental and segment?leel emploees, reie"ing industr

publi%ations and ealuating an organiFationEs 'iss and 8ontrols 6elf?+ssessment

('86+) reports! +n '86+ is a periodi% (7uarterl or earl) do%ument that explains a

firmEs appraisal and raning of internal riss! 0or example, a %ompan might ran

riss as NHigh,N NMediumN or NLo"N or N'is -,N N'is 9N or N'is :N based on

expe%ted losses!

• T%st Contros

+n external or internal auditor applies generall a%%epted auditing standards to ensure

that the HotelEs internal %ontrols, pro%esses and pro%edures are ade7uate and operating

effe%tiel! + %ontrol is ade7uate "hen it sho"s a detailed list of instru%tions for

emploees to %arr out duties, report operating problems and understand de%ision?

maing me%hanisms! +n effe%tie %ontrol re%tifies internal problems properl! +n

auditor fo%uses on N%riti%alN %ontrols, i!e!, %ontrols that are important to maCor

pro%esses or me%hanisms!



• T%st Account +aanc%s

+n auditor tests a%%ount balan%es if the operating enironment of the hotel is

inade7uate or not fun%tioning properl! +n audit expert ensures that su%h balan%es are

fair, a%%urate and in %omplian%e "ith industr standards, regulator %riteria andGenerall +%%epted +%%ounting $rin%iples (G++$)! N0airN means obCe%tie and

a%%urate in a%%ounting or finan%e terminolog! + %omplete finan%ial report in%ludes

four summariesD a balan%e sheet (statement of finan%ial position), a statement of profit

and loss (statement of in%ome) a statement of %ash flo"s and a statement of

shareholdersE e7uit!

VOUCHIN%

A. Ad2%rtis%m%nt %3p%ns%s:

#he auditor should understand the norms for a parti%ular industr, su%h as 0M8G, and

a%7uire suffi%ient no"ledge of the norms (++6 9)!



#he auditor should %all for the adertisement poli% of the entit and satisf himself about

%ompling "ith the norms!

#he auditor should examine the agreements "ith the adertising agen%ies, if an, to ensure

the rates for adertising! +t random, %he% the proof %op of the parti%ular media "here the

adertisement has appeared! f an ad %ampaign "as laun%hed, sa for the laun%h of a ne"

produ%t, the expenditure should be %onsidered as deferred reenue expenditure!

n this %ase, the basis on "hi%h the period oer "hi%h it is proposed to be "ritten off "ould

%onstitute a %omplex estimate (++6 -/) and the auditor should examine it %arefull and be

satisfied "ith its Custifi%ation!

#he auditor should examine the budget for adertisement expenditure and allo%ation for ea%h

media su%h as press, #V, and so on!

Vou%h entries in the %ashboo "ith the releant re%eipts issued b the adertising agen% or

the media in "hi%h it is issued!

#he adertisement should be properl %lassified as mareting, re%ruitment of staff, legal

re7uirements, su%h as 7uarterl results, and dis%losed a%%ordingl as staff %osts, and so on!

>btain a management representation Custifing the expenditure!

+. 0ood*i:

Good"ill is the monetar alue of the reputation enCoed b an entit! #he auditor should

adopt follo"ing pro%edure to erif good"illD

8he% the method of aluation of good"ill!

f good"ill arises due to admission or retirement of a partner, %he% the aluation of

good"ill!

*nsure that good"ill is either brought in or paid out in %ash b the partner;s!

>btain management representation about the alue of good"ill!

Vou%h entries in the boos "ith the re%eipts issued for the amount of good"ill paid!



f good"ill is paid in a s%heme of amalgamation, the auditor should stud the %ourt orders, if

an, to substantiate good"ill!

Verif the minutes boos for the ne%essar resolutions passed in this regard!

*nsure %omplian%e "ith +6 - and +6 92! +6 - does not permit good"ill to be re%orded in

the boos unless it has been paid for in %ash! Good"ill should be amortised "ithin a

reasonable period in a%%ordan%e "ith re7uirements of +6 92!

Verif minutes of the meeting of the board of dire%tors "here it "as de%ided to amortiFe

good"ill!

SECRETARIAL AUDIT REPORT

#he Board of 4ire%tors

Hotel Leelaenture Limited

Mumbai

e hae %ondu%ted the se%retarial audit of the %omplian%e of appli%able statutor proisions

as gien belo" and the adheren%e to good %orporate pra%ti%es b Hotel Leelaenture Limited



8D L55--MH-./-$L89=.3 (Jthe 8ompan) for the finan%ial ear ended on Mar%h

:-, 9-=! Based on our erifi%ation of the 8ompanAs boos, papers, minute boos, forms

and returns filed and other re%ords maintained b the 8ompan and also the information

proided b the 8ompan, its offi%ers, '#+ and other representaties during the %ondu%t of

se%retarial audit, "e hereb report thatD

-! n our opinion, the 8ompan has, during the period under reie" %omplied "ith the

statutor proisions listed hereunder and also that the 8ompan has proper Board?

pro%esses and %omplian%e?me%hanism in pla%e to the extent and in the manner

reported hereinafter!

• #he 8ompanies +%t, -.52 and 9-: "hereer appli%able and the 'ules made

under that +%tsI

• #he 6e%urities 8ontra%ts ('egulation) +%t, -.52 (68'+A) and the 'ules

made under those +%tI

• #he 4epositor +%t, -..2 and the 'egulations and Be?La"s framed under

that +%tI

• #he 6*B (6ubstantial +%7uisition of 6hares +nd #aeoers) 'egulation,

9--I

• #he 6*B of ndia ($rohibition of nsider #rading) 'egulation, -..9I

• #he 6*B of ndia (ssue of 8apital and 4is%losure 'e7uirements)

'egulation, 9.I• #he 6*B of ndia (ssue and Listing 4ebt 6e%urities) 'egulation, 9/ andI

• #he *7uit Listing +greements "ith B6* Limited and ational 6to%

*x%hange of ndia Limited and 4ebt Listing +greement "ith B6* Limited!

• #he 0oreign *x%hange Management +%t, -... and the 'ules and 'egulations

made under that +%t to the extent appli%able to >erseas 4ire%t nestment

(>4), 0oreign 4ire%t nestment (04) and *xternal 8ommer%ial

Borro"ings (*8B)I9! #he re7uisite statutor registers and other re%ords re7uired under the +%t and the

'ules made there under hae been maintained in a%%ordan%e "ith the +%t either in

phsi%al or ele%troni% mode as appli%able!

:! #he re7uisite forms, returns and do%uments re7uired under the +%t and the 'ules

made there under to be filed "ith the 'egistrar of 8ompanies and other authorities

hae been dul %omplied "ith!



=! #he 8ompan has a Board %onsisting of -= members and it met 2 times during the

ear under reie" and the minutes of the meetings hae been re%orded properl in the

minuteAs boo maintained for the purpose!

5! +s re7uired under the Listing +greements and 8ompanies +%t, the 8ompan has the

follo"ing 8ommitteesD

• +udit 8ommitteeD #he 8ommittee met = times during the ear under reie"

and the minutes are properl re%orded!

• 6hareholders; nestors Griean%es 8ommitteeD #he 8ommittee met 9 times

during the ear under reie" and the minutes are properl re%orded!

• 'emuneration 8ommitteeD #he 8ommittee met 9 times during the ear under

reie" and the minutes are properl re%orded!

2! #he +nnual General Meeting for the finan%ial ear 9-9 ? -: "as held on 9th

6eptember, 9-:! #he minutes of the said meeting has been properl re%orded in the

minuteAs boo maintained for the purpose!

3! #he re?appointment of 4ire%tors, "ho retire b rotation, has been made in a%%ordan%e

"ith the +%t! Mr! +! K! 4asgupta did not opt for re?appointment at the last +nnual

General Meeting held on 9th 6eptember, 9-:! Mrs! 1ttara 4asgupta Coined the

Board effe%tie from 9th Ma, 9-: as a nominee of 6tate Ban of ndia! Mr! #!

'aindranath Coined the Board effe%tie from -:th +ugust, 9-: as a nominee of

6ndi%ate Ban! Mr! M! arasimham resigned from the Board "ith effe%t from -:th

0ebruar, 9-=!

/! +! 4ue dis%losures under the proisions of the appli%able statutes hae been made b

the 8ompan! #he 8ompan has also %omplied "ith the re7uirements of the Listing

+greements "ith the 6to% *x%hanges! #he 8ompan has %omplied "ith 6*B

(6ubstantial +%7uisition of 6hares and #aeoers) 'egulations 9-- and 6*B (ssue

of 8apital and 4is%losure 'e7uirements) 'egulations, 9., as amended from time to

time!

B! #he promoters of the 8ompan hae filed statements "ith the 6to% *x%hanges

under the 'egulation : (:) of the #aeoer 'egulations "ithin the pres%ribed time!

.! #he 8ompan has %omplied "ith the re7uirements of the 4epositories +%t, -..2 as

amended, pertaining to dematerialiFation of shares and "hereer re7uired, share



%ertifi%ates hae been issued and deliered to shareholders "ithin the statutor period

and the transfers ; transmissions thereof hae been %arried out and registered as per

the re7uirements!

-! #he ne" share %ertifi%ates in respe%t of the sub?diided shares of O 9 ea%h "ere

ex%hanged for those shareholders "ho submitted their old share %ertifi%ates in

phsi%al mode!

--! #ransfer of monies ling in un%laimed diidend a%%ount to the nestor $rote%tion and

*du%ation 0und "hereer appli%able hae been dul %omplied "ith as per the

re7uirements of the +%t!

-9! #he 8ompan has %omplied "ith the re7uisite proisions of the 8ompanies +%t -.52

till notifi%ation of the 8ompanies +%t, 9-: and thereafter of the ne" a%t in respe%t of

monies borro"ed from Bans and 0inan%ial nstitutions!

-:! 8harges %reated ; modified ; satisfied b the 8ompan "ere notified to the '>8 and

"ere entered in the 'egister maintained for the purpose!

-=! #he 8ompan has, "hereer re7uired, obtained the ne%essar approals of the Board,

8ommittee thereof, shareholders, the 8entral Goernment or other authorit (ies) as

per the re7uirements of the +%t!

-5! #he 8ompan has not a%%epted an 0ixed 4eposits during the ear under reie"! #he

+nnual 'eturn and the +nnual 'eport hae been filed "ith the '>8 as re7uired under

the +%t! #he 8ompan has not defaulted in respe%t of the $roisions of 6e%tion 93=

(-) (g) of the +%t, "hi%h "ould other"ise dis7ualif the 4ire%tors of the 8ompan

from a%ting as 4ire%tors of an other 8ompan!

-2! #he 8ompan has %omplied "ith the releant %lauses of the Listing +greement "ith

the 6to% *x%hanges pertaining to submissions of the statements, do%uments,

dis%losure re7uirements, publi%ation in ne"spapers, press releases, and %onditions of

8orporate Goernan%e as re7uired under %lause =. "ithin the pres%ribed time limit!

-3! #he 8ompan has %omplied "ith the releant proisions of 6*B ($rohibition of

nsider #rading) 'egulations -..9 as amended, from time to time! #he 8ompan has

"ithin the time limit spe%ified in the 'egulations, submitted the information re%eied

from the emploees ; 4ire%tors ; staeholders as shareholders "ith regard to an

pur%hase or sale in ex%ess of re7uisite per%entage of the paid up share %apital to the

6to% *x%hanges!

-/! #he 4ire%tors of the 8ompan hae made proper dis%losures of their interest in other

%ompanies and the same hae been noted in the 'egister maintained under se%tion

:- of the 8ompanies +%t -.52!

-.! #he 8ompan has %omplied "ith the proisions of se%tion :39+ of the 8ompanies

+%t, -.52 in respe%t of inestments made b "a of *7uit 6hares in subsidiaries and



other %ompanies during the ear ended :-st Mar%h, 9-=! #he ne%essar entries hae

been made as per the statutor re7uirements!

20. #he 8ompan has been taing ade7uate measures "ith regard to 'is Management

and is being deliberated on the %on%erned issues and the same is being pla%ed before

the board! #he %ompan periodi%all apprises arious issues!

21. #he 8ompan has also instituted the 8ode of 8ondu%t for 4ire%tors and 6enior

*xe%uties of the 8ompan and has %omplied "ith the said 8ode as re7uired under

the 8lause =. of the Listing +greement!

I NDEPENDENT AUDITORS& REPORT

TO TE !E!+ERS O( OTEL LEELA 4E"TURE LI!ITED

REPORT O" TE STA"DALO"E (I"A"CIAL STATE!E"TS

e hae audited the a%%ompaning standalone finan%ial statements of Hotel Leelaenture

Limited (Nthe 8ompanN), "hi%h %omprise the Balan%e 6heet as at Mar%h :-, 9-5, the

6tatement of $rofit and Loss, and the 8ash 0lo" statement for the ear then ended, and a

summar of the signifi%ant a%%ounting poli%ies and other explanator information!

ManagementEs 'esponsibilit for the 6tandalone 0inan%ial 6tatements

#he 8ompanEs Board of 4ire%tors is responsible for the matters stated in 6e%tion -:=(5) of

the 8ompanies +%t, 9-: (Nthe +%tN) "ith respe%t to the preparation of these standalone

finan%ial statements that shall gie a true and fair ie" of the finan%ial position, finan%ial

performan%e and %ash flo"s of the 8ompan in a%%ordan%e "ith the a%%ounting prin%iples

generall a%%epted in ndia, in%luding the +%%ounting 6tandards spe%ified under 6e%tion -::of the +%t, read "ith 'ule 3 of the 8ompanies (+%%ounts ) 'ules, 9-=! #his responsibilit

also in%ludes maintenan%e of ade7uate a%%ounting re%ords in a%%ordan%e "ith the proisions

of the +%t for safeguarding of the assets of the 8ompan and for preenting and dete%ting

frauds and other irregularitiesI the sele%tion and appli%ation of appropriate a%%ounting

poli%iesI maing Cudgments and estimates that are reasonable and prudentI and the design,

implementation and maintenan%e of ade7uate internal finan%ial %ontrols that "ere operating

effe%tiel for ensuring the a%%ura% and %ompleteness of the a%%ounting re%ords, releant to



the preparation and presentation of the finan%ial statements that gie a true and fair ie" and

are free from material misstatement, "hether due to fraud or error!

Auditor5s R%sponsi6iity

>ur responsibilit is to express an opinion on these standalone finan%ial statements based on

our audit!

e hae taen into a%%ount the proisions of the +%t, the a%%ounting and auditing standards

and matters "hi%h are re7uired to be in%luded in the audit report under the proisions of the

+%t and the 'ules made there under!

e %ondu%ted our audit in a%%ordan%e "ith the 6tandards on +uditing spe%ified under 6e%tion

-=:(-) of the +%t! #hose 6tandards re7uire that "e %ompl "ith ethi%al re7uirements and

plan and perform the audit to obtain reasonable assuran%e about "hether the finan%ial

statements are free from material misstatement!

+n audit inoles performing pro%edures to obtain audit eiden%e about the amounts and the

dis%losures in the finan%ial statements! #he pro%edures sele%ted depend on the auditorEs

Cudgment, in%luding the assessment of the riss of material misstatement of the finan%ial

statements, "hether due to fraud or error! n maing those ris assessments, the auditor

%onsiders internal finan%ial %ontrol releant to the 8ompanEs preparation of the finan%ial

statements that gie a true and fair ie" in order to design audit pro%edures that are

appropriate in the %ir%umstan%es! +n audit also in%ludes ealuating the appropriateness of the

a%%ounting poli%ies used and the reasonableness of the a%%ounting estimates made b the

8ompanEs 4ire%tors, as "ell as ealuating the oerall presentation of the finan%ial

statements! e beliee that the audit eiden%e "e hae obtained is suffi%ient and appropriate

to proide a basis for our audit opinion on the standalone finan%ial statements!

Opinion

n our opinion and to the best of our information and a%%ording to the explanations gien to

us, the aforesaid standalone finan%ial statements gie the information re7uired b the +%t in

the manner so re7uired and gie a true and fair ie" in %onformit "ith the a%%ounting

prin%iples generall a%%epted in ndia, of the state of affairs of the 8ompan as at Mar%h :-,

9-5 and its loss and its %ash flo"s for the ear ended on that date! *mphasis of Matter



e dra" attention to the follo"ing matters in the otes to the finan%ial statementsD ote

:-!: regarding the 8ompanEs liabilities, net "orth and interest proision! #he negatie net

"orth as on Mar%h :-, 9-5 "as 's! :/,29!./ lahs! #he loss for the ear and negatie net

"orth "ould hae been higher b another 's! 3/,9=!. lahs, if interest and other finan%e

%ost as notified b +sset 'e%onstru%tion 8ompanies "ere proided for in the boos of the

%urrent ear! #he negatie net "orth %ould go up further if the amount realiFed on sale of

assets is less than the boo alue! #his raises 7uestion on "hether the 8ompan %an be

%onsidered as a EE Going 8on%ernEE! Ho"eer, as the 8ompan is hopeful of a iable

restru%turing pa%age as explained b them in the note and a%%ordingl has prepared the

finan%ial statements on a going %on%ern basis!

R%port on Oth%r L%-a and R%-uatory R%,uir%m%nts

- +s re7uired b the 8ompanies (+uditorEs 'eport) >rder, 9-5 issued b the 8entral

Goernment of ndia in terms of subse%tion (--) of 6e%tion -=: of the +%t, (hereinafter

referred to as the EE>rderEE) and on the basis of su%h %he%s of the boos and re%ords of the

8ompan as "e %onsidered appropriate and a%%ording to the information and explanations

gien to us, "e gie in the +nnexure, a statement on the matters spe%ified in paragraphs : and

= of the >rder!

9 +s re7uired b 6e%tion -=:(:) of the +%t, "e report thatD

a) e hae sought and obtained all the information and explanations "hi%h to the best of our

no"ledge and belief "ere ne%essar for the purposes of our audit!

b) n our opinion, proper boos of a%%ount as re7uired b la" hae been ept b the

8ompan so far as it appears from our examination of those boos!

%) #he Balan%e 6heet, the 6tatement of $rofit and Loss, and the 8ash 0lo" 6tatement dealt

"ith b this 'eport are in agreement "ith the boos of a%%ount!

d) n our opinion, the aforesaid standalone finan%ial statements %ompl "ith the +%%ounting

6tandards spe%ified under 6e%tion -:: of the +%t, read "ith 'ule 3 of the 8ompanies

(+%%ounts) 'ules, 9-=!



e) #he going %on%ern matter des%ribed under the *mphasis of Matters paragraph aboe, in

our opinion, ma hae an aderse effe%t on the fun%tioning of the 8ompan!

f) >n the basis of the "ritten representations re%eied from the dire%tors as on Mar%h :-st,

9-5, taen on re%ord b the Board of 4ire%tors, none of the dire%tors is dis7ualified as on

Mar%h :-st, 9-5 from being appointed as a dire%tor in terms of 6e%tion -2=(9) of the +%t!

g) ith respe%t to the other matters to be in%luded in the +uditorEs 'eport in a%%ordan%e "ith

'ule -- of the 8ompanies (+udit and +uditors) 'ules,9-=, in our opinion and to the best of

our information and a%%ording to the explanations gien to usD

i! #he 8ompan has dis%losed the impa%t of pending litigations on its finan%ial position in its

finan%ial statements – 'efer ote :-!-, :-!9 and :-!= (a) and (b) to the finan%ial statementsI

ii! #he 8ompan has made proision, as re7uired under the appli%able la" or a%%ounting

6tandards, for material foreseeable losses, if an, on long–term %ontra%ts! e hae been

informed that the 8ompan did not hae an pending deriatie %ontra%ts!

iii! #here has been no dela in transferring amounts, re7uired to be transferred, to the nestor

*du%ation and $rote%tion 0und b the 8ompan!

STATE#ENT OF PROFIT AND LOSS FOR THE YEAR ENDED '(

#ARCH) *+(,

Olahs

$arti%ulars Bote Bo! #%ar %nd%d Pear ended78 !arch9

/:8;

:- Mar%h,

9-:

I"CO!E

'eenue from operations 9: <89=;;./; 2=,=3-!29>ther in%ome 9= ;9><7.7= 22.!:

Tota incom% <?9=8<.?/ ?@98;.?@



EPE"SES

?98=<./(a) 8ost of materials %onsumed 95 5,-9!=9

(b) *mploee benefit expenses 92 8>9<?8.</ -/,2=-!:/

(%) 0inan%e %osts 93 @98?7. =,5:=!95(d) 4epre%iation and amortiFation 9/ [email protected] -:,/23!::

(e) >ther expenses 9. 7897<@./8 9.,=2-!59

Tota %3p%ns%s 89/@9@@/./? 89<9??.>

$rofit ; (Loss) before ex%eptional items and tax B;=9<7;.?; B;/9;??./@

*x%eptional items :!= (:9.!:5)

Pro)it BLoss a)t%r %3c%ptiona it%ms B;=9<7;.?; B;/987?.>

Ta3 E3p%ns%:

(a) M+# %redit asset "ritten do"n :,:-!/-

(b) et %urrent tax expense relating to prior ears ;//.// 9-3!9/

(%) 4eferred tax B@9>.?< (9,:-!-/)

B;9@=<.;@ 89/=.>8

Pro)it BLoss )or th% y%ar B;;98;<.8> (=:,:=5!/-)

Earnin-s p%r shar% Bo) O / %ach:Basi% and diluted B8.8@ (-!/9)"ot%s )ormin- part o) th% (inancia Stat%m%nts - to :

BALANCE SHEET FOR THE YEAR ENDED '( #ARCH) *+(,

O lahs

$arti%ulars ote o! As at +s at

78 !arch9 /:8; :- Mar%h, 9-:

EUIT# A"D LIA+ILITIES

Shar%hod%rs' )unds

(a) 6hare %apital 9 >97/./@ /,:3:!9

(b) 'eseres and surplus : <;9;<8.? -,-:,//3!29

[email protected] -,99,92!2=

Shar% app&ication mon%y p%ndin- a&&otm%nt :!-5 79@. ?

"oncurr%nt ia6iiti%s

(a) Long term borro"ings = /9@<9==@.=> 9,3-,=:-!//

(b) 4eferred tax liabilities (net) 5 <9/;7./@ -9,959!.9

(%) >ther long term liabilities 2 /9/?<.= 9,---!/:

(d) Long term proisions 3 89=;/.=; 9,-3!:.

/9?>9/7>.? 9,/3,/-=!9

Curr%nt ia6iiti%s

(a) 6hort term borro"ings / @/9/7/.>? ::,:39!-=

(b) #rade paables . ?9;78.>8 =,=//!35



(%) >ther %urrent liabilities - /9879=<.=< -,/2,3.!/=

(d) 6hort term proisions -- @8;.>@ 5-:!5=

/9</9/?<.?> 9,95,/=!93

TOTAL ?9/=9@8.? 2,:5,-5/!.:

ASSETS

"oncurr%nt ass%ts

(a) 0ixed assets

(i) #angible assets -9 @9/=9<;>.>8 5,=:,:.3!=2

(ii) ntangible assets -: >;8.=8 .=3!9/

(iii) 8apital "or?in?progress :!- 8@9=8<.;< -2,2:!:

(i) 0ixed assets held for sale :!-= /79?/.?/ -5,5.-!-:

@9?>98/>.=8 5,32,5:.!-3

(b) on%urrent inestments -= ;9?/;.7= =,29=!:/

(%) 0oreign %urren% monetar translation differen%e -5 8/9<.;= /,329!.=

(d) Long term loans and adan%es -2 8>9/<7.@ -.,/35!=/

(e) >ther non%urrent assets -3 79@<@.;/ :,535!=9

?9=9?8.8; 2,-:,:33!:.

Curr%nt Ass%ts

(a) nentories -/ ?9;.;8 3,-::!3

(b) #rade re%eiables -. <98@=.=? 5,//=!=.

(%) 8ash and %ash e7uialents 9 /9<?=.;@ :,5=9!29

(d) 6hort term loans and adan%es 9- 79/88.;8 =,35!/

(e) >ther %urrent assets 99 7?.<> 5-=!.:

8>9=>>.>/ 9-,3/-!5=

TOTAL ?9/=9@8.? 2,:5,-5/!.:

"ot%s )ormin- part o) th% )inancia stat%m%nts - to :

CONCLUSION

#he goal of an audit is to form and express an opinion on finan%ial statements! #he audit is

performed to get reasonable assuran%e on "hether the finan%ial statements are free of

material misstatement! +n audit also in%ludes assessing the a%%ounting prin%iples used and

the signifi%ant estimates made b the management! +udit %on%lusions and reporting are one

of the prin%iples goerning an audit! 'eporting is the last pro%edure of the pro%ess of an audit!

6u%h analses help the auditor to dra" %on%lusions regarding arious aspe%ts of the line items

of the finan%ial statements! #hese %on%lusions should be independent and fa%tual, and not

based on assumptions! + set of su%h %on%lusions leads to forming an opinion!



#he audit noted a strengthening, in 9., of the %ontrols and goernan%e in pla%e oer the

management of the $roCe%t Gate"a sstem! Man elements of an effe%tie proCe%t

management frame"or are in pla%e to manage %urrent and future inestments in $roCe%t

Gate"a! Ho"eer, opportunities exist to further strengthen the %urrent pra%ti%es and

pro%esses as outlined in the re%ommendations in this report! f not addressed, the auditors feel

that these gaps present moderate to high residual ris to management!

n the professional Cudgment of the 8hief +udit *xe%utie, suffi%ient and appropriate audit

pro%edures hae been %ondu%ted and eiden%e gathered to support the a%%ura% of the

%on%lusion proided and %ontained in this report! #he %on%lusion is based on a %omparison of

the %onditions as the existed at the time, against pre?established audit %riteria that "ere

agreed "ith management! #he eiden%e "as gathered in a%%ordan%e "ith the Goernment of

8anada internal audit standards, the #reasur Board of 8anada $oli% on nternal +udit and

its asso%iated dire%ties!

+udit findings or non%onformities might be generated throughout the audit, but audit

%on%lusions %an be determined onl at the end of the inestigation!

0or audits taing one da or less, generating of audit findings and %on%lusions might tae

pla%e at the same reie" meeting! 0or external audits, the reie" meeting normall taes

pla%e immediatel at the end of the data gathering phase!

0or internal audits, the reie" meeting %ould be s%heduled at a later date to a%%ommodate

organiFational needs! Ho"eer, sooner is better so indiidual auditors still %an re%all or

de%ipher notes %learl from situations en%ountered during the audit!

+uditors should reie" findings and an other information releant to the audit obCe%ties!

*xamples in%ludeD

• #"o areas still must be audited before %ertifi%ation or li%ense %an be granted!

• #he organiFationAs onl %ertified te%hni%ian is retiring at the end of the "ee "ith no

repla%ement identified!

• 0a%tual information is needed to 7ualif or 7uantif a parti%ular audit %on%lusion!

'eie"ing findings and other releant information brings the audit full %ir%leQ"hen outputs

are %ompared to input re7uirements!



BIBLIO%RAPHY

-EBSITES • httpD;;profit!ndt!%om;sto%;hotel?leela?enture?ltdRhoteleela;reports?auditor?

report

• fileD;;;8D;1sers;user;4o"nloads;Hotel?LeelaentureR+1+L?'*$>'#?

9-:?-=!pdf

• httpsD;;en!"iipedia!org;"ii;#heRLeelaR$ala%es,RHotelsRandR'esorts

http://profit.ndtv.com/stock/hotel-leela-venture-ltd_hoteleela/reports-auditor-report


http://c/Users/user/Downloads/Hotel-Leelaventure_ANNUAL-REPORT-2013-14.pdf


https://en.wikipedia.org/wiki/The_Leela_Palaces,_Hotels_and_Resorts





https://en.wikipedia.org/wiki/The_Leela_Palaces,_Hotels_and_Resorts



• httpD;;"""!indiainfoline!%om;marets;%ompan;ba%ground;%ompan?

profile;hotel?leela?enture?ltd;953

BOO.S

Manan $raashan (#ext Boo)

+uditing and +ssuran%e (8+)

6e%retarial +udit ( eha $ublishers & 4istributors)

• +dan%ed +udit (1niersit >f Mumbai)

http://www.indiainfoline.com/markets/company/background/company-profile/hotel-leela-venture-ltd/257




audit mcom part 2 sem 3

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