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Talwalkars Better value Fitness Ltd.

BSE: 533200 Sector: Others
NSE: TALWALKARS ISIN Code: INE502K01016
BSE 00:00 | 24 May 49.45 -1.15
(-2.27%)
OPEN

51.00

HIGH

51.10

LOW

48.80

NSE 00:00 | 24 May 49.45 -0.85
(-1.69%)
OPEN

51.70

HIGH

51.70

LOW

48.50

OPEN 51.00
PREVIOUS CLOSE 50.60
VOLUME 6779
52-Week high 297.26
52-Week low 47.60
P/E 14.98
Mkt Cap.(Rs cr) 153
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 51.00
CLOSE 50.60
VOLUME 6779
52-Week high 297.26
52-Week low 47.60
P/E 14.98
Mkt Cap.(Rs cr) 153
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Talwalkars Better value Fitness Ltd. (TALWALKARS) - Auditors Report

Company auditors report

TO THE MEMBERS OF

TALWALKARS BETTER VALUE FITNESS LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Talwalkars BetterValue Fitness Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2017 the Statement of Profit and Loss the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone 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 standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating efiectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on 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 theprovisions 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is suficient and appropriate toprovide 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 explanationsgiven to us except for the possible efiects of the matter described below in Other legaland regulatory requirements paragraph 2 (a) & (d) the aforesaid standalone financialstatements give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of afiairs of the Company as at March 31 2017 and its Profit and itscash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act we enclose inthe Annexure A a statement on the matters specified in the paragraph 3 and 4 of the saidorder.

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 purposes of our audit with theexception of the Company not obtaining independent confirmation for advances tradepayables and receivables. We have also not received independent confirmation for certainBank balances and borrowings. In the absence of those confirmation/reconciliation thebalance appearing in the books of accounts have been adopted as the basis for preparationof annual accounts.

(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 Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 except for testing and accounting of Impairment Loss onFixed Assets Capital Work in Progress Continuous- Loss making branches as required underAccountingS tandard 28 – Impairment of Assets and accounting treatment fordepreciation as required under AccountingS tandard 10 –Property Plant and

E quipment.

(e) On the basis of the written representations received from the directors as on March31 2017 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) of theAct.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating efiectiveness of such controls refer to ourseparate report in "Annexure B".

(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 explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements – Refer Note 26 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts 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 financial statements as toholdings as well as dealings in Specified Bank Notes during the period from November 82016 to December 30 2016 and these are in accordance with the books of accountsmaintained by the Company. Refer Note 36 to the financial statements.

For M.K. Dandeker & Co.
(ICAI Reg. No. 000679S)
S. Poosaidurai
Partner
Date: May 30 2017 Chartered Accountants
Place: Mumbai Membership No. 223754

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in our Report of even date)

1. (a) The Company is maintaining records showing most of the particulars of assetsexcept in case of certain assets quantitative details and situation of fixed assets needsto be updated.; (b) The Fixed Assets have been physically verified by the Management atregular intervals and no material discrepancies were noticed on such verification. (c) Thetitle deeds of immovable properties are held in the name of the Company.

2. Physical verification of inventory has been conducted at reasonable intervals by themanagement and no material discrepancies were noticed on such verification.

3. The Company has granted Interest free unsecured loans to its Subsidiary Companiescovered 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 theCompany's interest.

(b) The terms of arrangements do not stipulate any repayment schedule and the loans arerepayable on demand. Accordingly paragraph 3 (iii)(b) and (c) of the Order is notapplicable.

4. According to the information and explanations given to us the Company has compliedwith provisions of section 185 and 186 of the Companies Act 2013 in respect of loansinvestments guarantees and security given by the Company.

5. The Company has not accepted deposits and the directives issued by the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of theCompanies 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 undersub-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 notregular in depositing undisputed statutory dues of Service Tax Value Added Tax and IncomeTax with the appropriate authorities. There is a shortfall in the remittance of advanceIncome Tax in the first two instalments for Rs.140 Million which were outstanding and havebeen since remitted.

(b) According to the information and explanation given to us the Company has nostatutory dues which have not been deposited on account of disputes.

8. The Company has not defaulted in repayment of loans or borrowings to a financialinstitution bank Government or dues to debenture holders.

9. The moneys raised by way of debt instruments and term loans were generally appliedfor the purposes for which those are raised.

10. Based on the information and explanation given to us no material fraud by theCompany or any fraud on the Company by its oficers or employees has been noticed orreported during the year.

11. According to the information and explanations given to us and based on ourexamination of the records of the Company the managerial remuneration has been paid orprovided in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V of the Companies Act 2013.

12. The Company is not a Nidhi Company and hence paragraph 3 (xii) of the Companies(Auditor's Report) Order 2016 is not applicable.

13. According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance with sections 177 and 188 of the Companies Act 2013 where applicable andthe details of such transactions have been disclosed in the financial statements asrequired by the applicable accounting standards.

14. 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 of shares or fully or partly convertible debentures duringthe year.

15. 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 any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For M.K. Dandeker & Co.
(ICAI Reg. No. 000679S)
S. Poosaidurai
Partner
Date: May 30 2017 Chartered Accountants
Place: Mumbai Membership No. 223754

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 Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of TalwalkarsBetter Value Fitness Limited ("the Company") as of March 31 2017 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat 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 (the "Guidance Note").These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating efiectively for ensuring the orderly andeficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required 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 and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated efiectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating efiectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating efiectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is suficient 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 efiect 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 controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Qualified opinion on operating efiectiveness of Internal Financial Controls overFinancial Reporting and modified opinion on adequacy of such controls

According to the information and explanations given to us and based on our audit thefollowing material weakness has been identified both in the operating efiectiveness andthe Company's internal financial controls over the financial reporting as at March 312017:

"The Company's operating efiectiveness and internal control system forRevenue fromOperations with regard to Fees and ubscriptionS Corporate Sales and Franchisee Fees isnot commensurate with the size of the Company and the same needs to be strengthened by theManagement".

A ‘material weakness' is a deficiency or a combination of deficiencies ininternal financial control over financial reporting such that there is a reasonablepossibility that a material misstatement of the company's annual or interim financialstatements will not be prevented or detected on a timely basis. In our opinion thecompany has maintained adequate internal financial controls over financial reporting as ofMarch 31 2017 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 and except for theefiects/possible efiects of the material weaknesses described above on the achievement ofthe objectives of the control criteria the company's internal financial controls over thefinancial reporting were operating efiectively as of March 31 2017. We have consideredthe material weaknesses identified and reported above in determining the nature timingand extent of audit tests applied in our audit of the financial statements of the Companyand these material weaknesses does not afiect our opinion on the financial statements ofthe Company.

For M.K. Dandeker & Co.
(ICAI Reg. No. 000679S)
S. Poosaidurai
Partner
Date: May 30 2017 Chartered Accountants
Place: Mumbai Membership No. 223754