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Future Retail Ltd.

BSE: 540064 Sector: Others
NSE: FRETAIL ISIN Code: INE752P01024
BSE LIVE 19:44 | 19 Oct 520.90 -3.40
(-0.65%)
OPEN

526.70

HIGH

526.90

LOW

516.00

NSE 19:44 | 19 Oct 520.20 -4.60
(-0.88%)
OPEN

525.90

HIGH

527.00

LOW

516.95

OPEN 526.70
PREVIOUS CLOSE 524.30
VOLUME 5914
52-Week high 592.70
52-Week low 116.10
P/E 57.24
Mkt Cap.(Rs cr) 25,514
Buy Price 0.00
Buy Qty 0.00
Sell Price 520.90
Sell Qty 97.00
OPEN 526.70
CLOSE 524.30
VOLUME 5914
52-Week high 592.70
52-Week low 116.10
P/E 57.24
Mkt Cap.(Rs cr) 25,514
Buy Price 0.00
Buy Qty 0.00
Sell Price 520.90
Sell Qty 97.00

Future Retail Ltd. (FRETAIL) - Auditors Report

Company auditors report

To

The Members of

FUTURE RETAIL LIMITED

(formerly known as Bharti Retail Limited)

Report on the Ind As Financial statements

We have audited the accompanying Ind AS Financial Statements of Future Retail UMITED("the Company") which comprise the Balance Sheet as at March 31 2017 theStatement of Profit and Loss (including other comprehensive income) the Statement of CashFlow and the Statement of Changes in Equity for the year then ended and a summary ofsignificant accounting policies and other explanatory information (hereinafter referredto as "Ind AS Financial Statements").

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS Financial Statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Companies Act 2013 read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the Ind AS FinancialStatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS Financial Statements basedon our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovision of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS Financial Statements. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatement of theInd AS Financial Statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS Financial Statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company Directors as well as evaluating the overallpresentation of the Ind AS Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS Financial Statements.

opinion

In our opinion and to the best of information and according to the explanation given tous the aforesaid Ind AS Financial Statements give the information required by the Act inthe manner so required and give true and fair view in conformity with the accountingprinciples generally accepted in India including the Ind AS of the financial position ofthe Company as at March 31 2017 and its financial performance including othercomprehensive income its cash flow and the changes in equity for the year ended on thatdate.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-Section (11) of Section 143 ofthe Act we give in the Annexure "A" a statement on the matters specified inparagraph 3 and 4 of the 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 bestof our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c. The Balance Sheet the Statement of Profit and Loss and the Statement of Cash Flowand the Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account;

d. In our opinion the aforesaid Ind AS Financial Statements comply with the AccountingStandards specified under Section 133 of the Act read with relevant rule issuedthereunder;

e. On the basis of written representations received from the Directors as on March 312017 and taken on record by the Board of Directors none of the Directors is disqualifiedas on March 31 2017 from being appointed as a Director in terms of Section 164 (2) ofthe Act;

f. With respect to the adequacy of internal financial controls over financial reportingof the Company and the operating effectiveness of such control refer to our separatereport in "Annexure B"; and

g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanation given to us:

i. The Company has disclose the impact of pending litigation on its financial positionin its Ind AS Financial Statements - Refer Note 42 to the Ind AS Financial Statements;

ii. The Company did not have any long term contract including derivative contract forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in its Ind AS Financial Statementsas to holdings as well as dealings in Specified Bank Notes during the period from November8 2016 to December 30 2016 and these are in accordance with the books of accountsmaintained by the Company. Based on audit procedure and reliance on managementrepresentation we report that the disclosures are in accordance with books of accountsand other records maintained by the Company and as produced to us by the management of theCompany. Refer Note 47 to the Ind AS Financial Statements.

For NGS & CO. LLP
Chartered Accountants
Firm Registration No. : 119850W
Ashok a. trivedi
Place : Mumbai Partner
Date : May 23 2017 Membership No. 042472

Annexure - A to the Auditors' Report

The Annexure referred to in Independent Auditors' Report to the Members of the FUTURERETAIL LIMITED on the Ind AS Financial Statements for the year ended March 31 2017we report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) According to the information and explanations received by us as the Company ownsno immovable properties the requirements on reporting whether title deeds of immovableproperties are held in the name of the Company is not applicable.

(ii) (a) As explained to us management has conducted physical verification ofinventory at reasonable intervals during the year.

(b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventory followed by the Management werereasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanations given to us theCompany has maintained proper records of its inventories and no material discrepancieswere noticed on physical verification.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theCompanies Act 2013. Therefore the provisions of clause 3(iii) (a) (b) and (c) of theOrder are not applicable.

(iv) In our opinion and according to the information and explanations given to usthere are no loans investments guarantees and securities granted in respect of whichprovisions of Section 185 and 186 of the Companies Act 2013 are applicable and hence notcommented upon.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained the Central Government has notprescribed the maintenance of cost records under Section 148(1) of the Companies Act 2013for any of the product of the Company. We have been informed by the management no costrecords have been prescribed under Section 148(1) of the Companies Act 2013 in respectof any activities carried on by the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employees'state insurance income tax sales tax service tax custom duty value added tax cessand other material statutory dues as applicable have been regularly deposited during theyear by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employee's state insurance income tax sales taxservice tax duty of customs and value added tax cess and other material statutory dueswere in arrears as at March 31 2017 for a period of more than six months from the datethey became payable.

(b) According to the information and explanations given to us there are no dues ofincome tax service tax and duty of customs which have not been deposited with theappropriate authorities on account of any dispute.

However according to information and explanations given to us the following dues ofstamp duty and value added tax have not been deposited by the Company on account ofdisputes:

Name of the Statute Nature of the dues Amount (' in Crore) Period to which the amount relates Forum where dispute is pending
The Indian Stamp Act 1899 Stamp Duty 4.01* FY : 2008-09 Chief Controlling Revenue Authority Ghaziabad U.P.
Central Sales Tax Act and Local Sales Tax Act Central Sales Tax and Local Sales Tax (including Value Added Tax) 14.92 FY: 2007-08 200809; 2009-10 201011; 2012-13 Additional Commissioner Grade 2 Kanpur; Directorate of Commercial Taxes; Dy. Commissioner of Sales Tax; Special Commissioner of VAT; Additional Commissioner (Appeals)

*Net of amount paid under protest.

(viii) Based on our audit procedures and on the basis of information and explanationsgiven by the management we are of the opinion that the Company has not defaulted inrepayment of loans or borrowings from banks and debenture holders. The Company has nottaken any loans from Government or any Financial Institution.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Thereforeclause 3 (ix) of the Order is not applicable.

(x) To the best of our knowledge and belief and according to the information andexplanations given to us no fraud by the Company was noticed or reported during the yearalthough there were some instances of fraud on the Company noticed by the Management theamounts whereof were not material in the context of the size of the Company and the natureof its business and the amounts were adequately provided for.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite provision of Section 197 read with ScheduleV to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Therefore clause 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations give to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Ind AS Financial Statements as required by theapplicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement shares or fully or partly convertible debentures during theyear.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with Directors or persons connected with him. Therefore paragraph 3(xv) ofthe Order is not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For NGs & co. LLP
Chartered Accountants
Firm Registration No. : 119850W
Ashok a. Trivedi
Place : Mumbai Partner
Date : May 23 2017 Membership No. 042472

Annexure - B to the Auditors' Report

Report on the internal Financial Controls under Clause (i) of sub-section 3 of section143 of the companies Act 2013 ("the act")

We have audited the internal financial controls over financial reporting of FUTURERETAiL LiMiTED ("the Company") as of March 31 2017 in conjunction with ouraudit of the Ind AS Financial Statements of the Company for the year ended on that date.

Management's Responsibility for internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of Internal Financial Controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the Financial Statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of Financial Statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of Financial Statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and Directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlsover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For NGS & CO. LLP
Chartered Accountants
Firm Registration No. : 119850W
Ashok A. Trivedi
Place : Mumbai Partner
Date : May 23 2017 Membership No. 042472