TO,
THE MEMBERS OF WOMENS NEXT LOUNGERIES LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of WOMENS NEXT LOUNGERIES
LIMITED ("the Company"),which comprise the Balance Sheet as at 31 March
2018, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended,
and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters in section 134(5) of
the Companies Act, 2013 ("the Act") with respect to the preparation of these
financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes the maintenance of adequate accounting records in accordance
with the provision of the Act for safeguarding of the assets of the Company and for
preventing and detecting the 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 internal financial control, that
were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or
error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit.
We have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.
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 financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Companys preparation of the
financial statements that give true and fair view in order to design audit procedures that
are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of the accounting
estimates made by Companys Directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid 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 statement of affairs of the company as at
31st March 2018, and its profit and its cash flow for the year ended on that
date.
Emphasis of Matters
The reports should be read together with the Notes to the financial statements and
attention to following matters be given:
a) Notes to the financial statements which describe the uncertainty related to the
outcome of the pendencys of appeals and legal matters filed by the company as well as
against the company.
Our opinion is not modified in respect of these matters.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016 (‘the Order)
issued by the Central Government of India in terms of sub section (11) of section 143 of
the Act, we give in the ‘Annexure A statement on the matters specified in the
paragraph 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 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 appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt
with by this Report are in agreement with the books of account.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement comply with the Accounting Standards referred to in section 133 of the Companies
Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors as on 31 March,
2018, taken on record by the Board of Directors, none of the directors is disqualified as
on 31 March, 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 control over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate report in ‘Annexure B; and
g) With respect to the other matters included in the Auditors Report and to our best
of our information and according to the explanations given to us:
• The Company has disclosed the impact of pending litigations on its financial
position in its financial statements;
• The Company does not have any long-term contracts including derivatives
contracts for which any provision is required;
• The Company is not required to transfer amounts to the Investor Education and
Protection Fund.
• The disclosures regarding details of specified bank notes held and transacted
during 8 November 2016 to 30 December 2016 has not been made since requirement does not
pertain to financial year ended 31 March 2018.
|
For Agrawal Jain and Gupta |
|
Chartered Accountants |
|
Firm Reg. No. 013538C |
|
CA Narayan Swami |
|
Partner |
|
Membership No. 409759 |
| Place: Thane |
|
| Date: 30th May, 2018 |
|
Annexure A to the Auditors Report - 31 March 2018 on the financial statements
The Annexure referred to in Independent Auditors Report to the members of the Womens
Next Loungeries Limited on the financial statements for the year ended 31 March 2018, we
report that:
• (a) The Company has maintained proper records showing full particulars including
Quantitative details and situation of all fixed assets.
(b) The Company has regular Programme of physical verification of its fixed assets at
reasonable intervals; no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the title deeds of immovable properties are
held in the name of the Company.
• As explained to us, physical verification of inventory has been conducted at
reasonable intervals by the management, in our opinion the frequency of such verification
is reasonable.
(a) As per the information given to us, the procedures of physical verification of
inventory followed by the management are in our opinion reasonable and adequate in
relation to the size of the company and the nature of its business;
(b) The company is maintaining proper records of inventory and in our opinion,
discrepancies noticed on physical verification of inventory were not material in relation
to the operations of the Company and the same have been properly dealt with in the books
of account
• The Company has granted loans corporate covered in the register maintained under
section 189 of the Companies Act, 2013 (‘the Act).
| S. No. |
Name of Company |
Opening Balance |
Loan given |
Repay/Adjusted |
Closing Balance |
| 1. |
Aptrans Portfolio Private Limited |
NIL |
1,00,000 |
1,00,000 |
NIL |
(a) In our opinion, the rate of interest and other terms and conditions on which the
loans had been granted to the bodies corporate listed in the register maintained under
Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.
(b) In the case of the loans granted to the bodies corporate listed in the register
maintained under Section 189 of the Act have been regular in the payment of the principle
and interest as stipulated.
(c) There are no overdue amounts in respect of the loan granted to body corporate
listed in the register maintained under Section 189 of the Act.
• In our opinion and according to the information and explanations given to us,
provisions of section 186 of the Act in respect of loans and advances given, investments
made and, guarantees given has been complied with by the Company. The provisions of
section 185 in respect of loans to directors including entities in which they are
interested and provisions of section 186 with respect to securities given are not
applicable to the Company and hence not commented upon
• The Company has not accepted any deposits within the meaning of Sections 73 to
76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).
Accordingly, the provisions of clause 3(v) of the Order are not applicable.
• The Central Government has not prescribed the maintenance of cost records under
section 148(1) of the Act, for any of the services rendered by the Company.
• (a) According to the information and explanation given to us and records
examined by us, the company is not regular in depositing undisputed statutory dues
including provident fund, employees state insurance, income-tax, sales-tax, service tax,
duty of customs, duty of excise, value added tax, cess and any other statutory dues to the
appropriate authorities.
According to the information and explanation given to us, the extent of arrears of
outstanding statutory dues as on as on 31st March, 2018 for a period more than six months
from the date they became payable are as below:
| Statutory Dues Outstanding |
Amount |
| VAT/CST |
2,07,496 |
| Service Tax |
80,157 |
| Esic |
36,859 |
| PF |
4,27,426 |
| Total |
7,51,93 |
(b) According to the information and explanations given to us,there are no dues in
respect of Income Tax, Sales Tax, wealth Tax, Value Added Tax, Service tax or customs duty
on account of any dispute.
• The Company has loans or borrowings from financial institution, banks,
government or debenture holders during the year. The company has dealt accordingly .
• The Company did not raise any money by way of initial public offer or further
public offer (including debt instruments) and term loans during the year. Accordingly,
paragraph 3(ix) of the Order is not applicable.
• According to the information and explanations given to us, no material fraud by
the Company or on the Company by its officers or employees has been noticed or reported
during the course of our audit.
• According to the information and explanations given to us and based on our
examination of our records of the Company, the Company has paid/ provided for managerial
remuneration in accordance with the requisite approvals mandated by the provisions of
Section 197 read with schedule V to the Act.
• In our opinion and according to the information and explanations given to us,
the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not
applicable
• According to the information and explanations given to us and based on our
examination of the records of the Company, transactions with the related parties are in
compliance with Sections 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the financial statements as required by the applicable
Indian accounting standards.
• According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has made private placement of
shares and warrants convertible in equity shares. Further, the requirement of section 42
of companies Act, 2013 have been complied with and the amount raised have been used for
the purposes for which the funds were raised.
• 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 non-cash
transactions with directors or person connected with him as referred to in section 192 of
the Act.
• The Company is not required to be registered under Section 45-IA of the Reserve
Bank of India Act, 1934.
|
For Agrawal Jain and Gupta |
|
Chartered Accountants |
|
Firm Reg. No. 013538C |
|
CA Narayan Swami |
|
Partner |
|
Membership No. 409759 |
| Place: Thane |
|
| Date: 30th May, 2018 |
|
Annexure B to the Independent Auditors Report of financial statement of Womens Next
Loungereies Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
To the member of Womens Next Loungereies Limited
We have audited the internal financial controls over financial reporting of Womens
Next Loungereies Limited("the Company") as of March 31, 2018 in conjunction
with our audit of the 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 (‘ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
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 on Audit of Internal Financial Controls over Financial Reporting
(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 effectively 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
effectiveness. 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 effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgment, 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 sufficient 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 authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect 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, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 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.
|
For Agrawal Jain and Gupta |
|
Chartered Accountants |
|
Firm Reg. No. 013538C |
|
CA Narayan Swami |
|
Partner |
|
Membership No. 409759 |
| Place: Thane |
|
| Date: 30th May, 2018 |
|
+91-9892691696
