TO THE MEMBERS OF TALWALKARS LIFESTYLES LIMITED
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements
of Talwalkars Lifestyles Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2018, the Statement of Profit and Loss including the statement of
Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity
for the year then ended, and a summary of the significant accounting policies and other
explanatory information.
Managements Responsibility for the Standalone Ind AS Financial
Statements
The Companys Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to
the preparation of these standalone Ind AS 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 (Indian Accounting Standards) Rules, 2015, as amended.
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 e3ectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the Ind AS financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these standalone Ind AS
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 Section 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the standalone Ind AS financial statements. The
procedures selected depend on the auditors judgment, including the assessment of the
risks of material misstatement of the standalone Ind AS financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers internal
financial control relevant to the Companys preparation of the standalone Ind AS
financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by the Companys Directors, as well as evaluating the overall
presentation of the standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is su3cient and
appropriate to provide a basis for our audit opinion on the standalone financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone Ind AS financial statements give the
information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of
a3airs of the Company as at March 31, 2018, and its Profit and its cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016
issued by the Central Government of India in terms of sub-section (11) of section 143 of
the Act, we enclose in the Annexure A, a statement on the matters specified in the
paragraph 3 and 4 of the said order.
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 the best of our knowledge and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the standalone Statement of Profit and Loss
including the Statement of Other Comprehensive Income and the Cash Flow Statement and
Statement of Changes in Equity dealt with by this Report are in agreement with the books
of account maintained for the purpose of preparation of the standalone Ind AS Financial
statements.
(d) In our opinion, the aforesaid standalone Ind AS financial
statements comply with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Indian Accounting Standard) Rules, 2015, as amended.
(e) On the basis of the written representations received from the
directors as March 31, 2018 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2018 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 e3ectiveness of such controls,
refer to our separate report in "Annexure B".
(g) With respect to the other matters to be included in the
Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements,
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses,
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
For Lakdawala & Associates,
(ICAI Regn. No.105518W)
K.P.Lakdawala
Proprietor Membership No.035633
Date: May 18, 2018 Place: Mumbai
ANNEXURE - A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in our Report of even date)
1. a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of Fixed Assets.
b. The Fixed Assets have been physically verified by the management at
regular Intervals and no material discrepancies were noticed on such verification.
c. According to the information and explanations given by the
management, the title deeds of immovable properties included in fixed assets are held in
the name of the Company.
2. Physical verification of inventory has been conducted at reasonable
intervals by the management and no material discrepancies were noticed on such
verification.
3. The Company has granted interest free unsecured loans to its
Subsidiary Companies covered in the register maintained under section 189 of the Companies
Act, 2013. -
a. The terms and conditions of the grant of such loans are not
prejudicial to the Companys interest.
b. The terms of arrangements do not stipulate any repayment schedule
and the loans are repayable on demand. Accordingly, paragraph 3 (iii)(b) and (c) of the
Order is not applicable.
4. According to the information and explanations given to us, the
Company has complied with provisions of section 185 and 186 of the Companies Act, 2013 in
respect of loans, investments, guarantees and security given by the Company.
5. The Company has not accepted any deposits from the public and the
directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or
any other relevant provisions of the Companies Act and the rules framed there under are
not applicable to the Company.
6. The maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act is not applicable to
the Company.
7. a. According to the information and explanations given to us, the
Company is regular in depositing undisputed statutory dues of Service Tax, Value Added
Tax, Income Tax, Goods and Service Tax (GST) and other material statutory dues applicable
to it.
b. According to the information and explanation given to us, the
Company has no statutory dues which have not been deposited on account of disputes.
8. The Company has not defaulted in repayment of loans or borrowings to
a financial institution, bank, Government or dues to debenture holders.
9. The moneys raised by way of debt instruments and term loans were
generally applied for the purposes for which the loans were raised.
10. Based on the information and explanation given to us, no material
fraud by the Company or any fraud on the Company by its o3cers or employees has been
noticed or reported during the year.
11. According to the information and explanations given to us and based
on our examination of the records of the Company, the managerial remuneration has been
paid or provided in accordance with the requisite approvals mandated by the provisions of
section 197 read with Schedule V of the Companies Act 2013.
12. The Company is not a Nidhi Company and hence provisions of clause
3(xii) of the Order is not applicable to the Company.
13. According to the information and explanations given to us and based
on our examination of the records of the Company, all transactions with the related
parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where
applicable and the details of such transactions have been disclosed in the notes to
standalone Ind AS financial statements as required by the applicable accounting standards.
14. According to the information and explanations given to us and based
on our examination of the records of the Company , the Company has not made preferential
allotment of shares or private placement of shares or fully or partly convertible
debentures during the year.
15. According to the information and explanations given to us and based
on our examination of the records of the Company, the Company has not entered into any
non-cash transactions with directors or persons connected with him. Accordingly, paragraph
3(xv) of the Order is not applicable.
16. The Company is not required to be registered under section 45-IA of
the Reserve Bank of India Act, 1934.
For Lakdawala & Associates,
(ICAI Regn. No.105518W)
K.P.Lakdawala
Proprietor Membership No.035633
Date: May 18, 2018 Place: Mumbai
ANNEXURE - B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in our Report of even date)
Report on the Internal Financial Controls under Clause (i) of
Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial
reporting of Talwalkars Lifestyles Limited ("the Company") as of March 31, 2018
in conjunction with our audit of the standalone Ind AS financial statements of the Company
for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and
maintaining internal financial controls based on the internal control over financial
reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India (the
"Guidance Note"). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating e3ectively for
ensuring the orderly and e3cient conduct of its business, including adherence to
companys policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal
financial controls over financial reporting based on our audit. We conducted our audit in
accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated e3ectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about
the adequacy of the internal financial controls system over financial reporting and their
operating e3ectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating e3ectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditors judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or
error.
We believe that the audit evidence we have obtained is su3cient and
appropriate to provide a basis for our audit opinion on the Companys internal
financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A companys internal financial control over
financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
companys assets that could have a material e3ect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial
Reporting
Because of the inherent limitations of internal financial controls over
financial reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls over
financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has maintained adequate internal financial
controls over financial reporting as of March 31, 2018, based on the internal control over
financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India and the companys internal
financial controls over the financial reporting were operating e3ectively as of March 31,
2018.
For Lakdawala & Associates,
(ICAI Regn. No.105518W)
K.P.Lakdawala
Proprietor
Membership No.035633
Date: May 18, 2018
Place: Mumbai
+91-9892691696
