To the Members of Aditya Birla Fashion and Retail Limited
Report on the Audit of the Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of Aditya Birla Fashionand Retail Limited ("the Company") which comprise the Balance sheet as at March31 2019 the Statement of Profit and Loss including the Statement of Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Companies Act 2013 as amended ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 its profitincluding other comprehensive income its cash flows and the changes in equity for theyear ended on that date.
Basis for Opinion
We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Ind AS Financial Statements' section of our report.We are independent of the Company in accordance with the 'Code of Ethics' issued by theInstitute of Chartered Accountants of India together with the ethical requirements thatare relevant to our audit of the financial statements under the provisions of the Act andthe Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Ind AS financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Ind AS financial statements for the financial year endedMarch 31 2019. These matters were addressed in the context of our audit of the Ind ASfinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. For each matter below our description of how ouraudit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the Ind AS financial statements section of ourreport including in relation to these matters. Accordingly our audit included theperformance of procedures designed to respond to our assessment of the risks of materialmisstatement of the Ind AS financial statements. The results of our audit proceduresincluding the procedures performed to address the matters below provide the basis for ouraudit opinion on the accompanying Ind AS financial statements.
|Key audit matters ||How our audit addressed the key audit matter |
|Goodwill: Impairment Evaluation (as described in Note 4 of the Ind AS financial statements) |
|As disclosed in Note 4 goodwill amounts to र 1859.60 Crore as at March 31 2019 and represents goodwill acquired through various business combinations and allocated to cash generating units of the Company. ||Our audit procedures in respect of impairment evaluation of goodwill included the following: |
| || Obtained an understanding of the process followed by the management to determine the recoverable amounts of cash generating units to which the goodwill has been allocated. |
|A cash generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired. As disclosed in Note 4 impairment of goodwill is determined by assessing the recoverable amount of each cash generating unit to which the goodwill relates. || |
| || Evaluated the objectivity and independence of the specialist engaged by the Company and reviewed the valuation reports issued by such specialist. |
|The recoverable amount of the cash generating unit as at March 31 2019 has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a three-year period. Management of the Company has used an external specialist in assessing the recoverable amount of the cash generating unit based on value in use computation. || Evaluated the model used in determining the value in use of the cash generating units. |
| || Evaluated the consistency of data used in the recoverable amount calculation with the financial budgets approved by senior management of the Company. |
| || Tested the arithmetical accuracy of the computation of recoverable amounts of cash generating units. |
|We focused this area because of the judgmental factors involved in impairment assessment and the significant carrying value of the goodwill. || Analysed the level of performance regards the business plan approved in the previous year discussed with the management reasons for deviation as compared to such plan to and have assessed the assumptions used in the financial budgets for computation of value in use as at March 31 2019. |
| || Involved valuation expert to assist in evaluating the assumptions around the key drivers of the cash flow projections including discount rates expected growth rates and terminal growth rates used. |
| || Assessed the sensitivity analysis performed by the Company and the resultant change in the recoverable amount upon changes in assumptions. |
| || We also assessed the disclosures provided by the Company in relation to its annual impairment test in Note 4 to the financial statements. |
|Provision on inventories (as described in Note 11 and 38 of the Ind AS financial statements) |
|As at March 31 2019 the Company held inventories of र 1921.28 Crore (net of provision of र 270.91 Crore). ||Our audit procedures to test the provision on inventories included the following: |
|Inventories are carried at lower of cost and net realisable value in accordance with the accounting policy of the Company. || We obtained an understanding evaluated the design and tested the operating effectiveness of controls that the Company has in relation to inventory provision. |
|The Company makes provision for inventory based on policy past experience current trend and future expectations of these materials depending upon the category of goods. || We compared the methodology used to calculate the inventory provision and its consistency with prior periods and obtained an understanding of management justification for changes. |
| || |
|Significant judgement is required in assessing the appropriate level of the provision for slow moving and/ or obsolete inventory. Accordingly we have considered provision on inventories to be a key audit matter. || We obtained inventory provision calculation from the Company and re-performed the calculation of the inventory provision as per the policy of the Company. |
| || For specific provisions made on a sample basis we assessed the basis of such provision and also tested it with management approvals. |
| || For inventory on hand at the end of the period we assessed on a sample basis whether such inventory was recorded at the lower of cost and net realisable value by testing the cost for such sample inventory items to the most recent retail price. |
|Key audit matters ||How our audit addressed the key audit matter |
| || We assessed the Company's disclosures concerning this in Note 38 on significant accounting judgements estimates and assumptions and Note 11 Inventories to financial statements. |
|Provision for discount and sales returns (as described in Note 38 of the Ind AS financial statements) |
|Revenue from contracts with customer is recognized upon transfer of control of promised goods and is measured at the fair value of the consideration received or receivable net of returns and allowances trade discounts and volume rebates based on contractually defined terms. ||Our audit procedures to test the provision for discount and sales returns included the following: |
| || |
|In some cases discounts estimated will be determined on sale of goods by the customers. Also in certain cases the Company has contracts with customers which entitles them to right of return. || Read and understood the Company's accounting policy for recognition and measurement of net sales revenue including the policy for recording returns and discounts by assessing compliance with Ind AS 115 'Revenue from Contracts with Customers'. |
|At year end amount of returns and discounts that have been incurred and not yet settled with the customer are estimated and accrued. || Tested the estimate of returns and discounts related accruals with underlying documentation such as management approved norms customer agreements sales data and customer reconciliations as applicable. |
| || Tested design and operating effectiveness of key controls for calculating reviewing and approving returns and discounts. |
|Estimating the amount of accrual at year-end is considered a key audit matter due to the judgements required to be made by management. || Analysed returns and discounts and held discussions with management to understand changes in provisioning norms/additional provisions made based on management's assessment of market conditions. |
| || We assessed the Company's disclosures concerning this in Note 38 on significant accounting judgments estimates and assumptions. |
|Recognition of Deferred tax assets including Minimum Alternate Tax (MAT) credit entitlement (as described in Note 9 and 36 of the Ind AS financial statements) |
|Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The Company's ability to recognise previously un-recognised deferred tax assets is assessed by the management at the end of each reporting period taking into account forecasts of future taxable profits and the applicable tax laws. ||Our audit procedures to test the recognition of deferred tax assets (including MAT credit entitlement) included the following: |
| || Read and understood the Company's accounting policies with respect to recognition of deferred taxes and for assessing compliance with Ind AS 12 "Income Taxes". |
|As at March 31 2019 the Company has recognised total deferred tax assets of र 194.56 Crore (including र 21.84 Crore of Minimum Alternate Tax credit entitlement). The recognition of deferred tax asset is a key audit matter as its recoverability within the allowed time frame involves significant estimate of the financial projections availability of sufficient taxable income in the future and significant judgements in the interpretation of tax regulations and tax positions adopted by the Company. || Involved tax specialists who evaluated the Company's tax positions by assessing the prevalent tax laws and compared the current position with prior years past precedents. |
| || Assessed the consistency of data used in the deferred tax assets amount calculation with the financial budgets approved by senior management of the Company. |
| || We compared the projections with past trends and enquired for the significant variations. |
| || We assessed the disclosures in Note 9 and 36 of the Ind AS financial statements in accordance with the requirements of Ind AS 12 "Income Taxes". |
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report with respect tofollowing sections but does not include the Ind AS financial statements and our auditor'sreport thereon.
Letter to Shareholders from Chairman
Report of the Board of Directors (includes Management Discussion and Analysis)only with respect to the following sections
Financial Performance and Analysis
Internal Control Systems and their Adequacy
Disclosure in terms of the provisions of the Act and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
Corporate Governance Report
Our opinion on the Ind AS financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.
In connection with our audit of the Ind AS financial statements our responsibility isto read the other information and in doing so consider whether such other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these Ind AS financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Ind AS financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.
In preparing the Ind AS financial statements management is responsible for assessingthe Company's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Ind AS financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these Ind AS financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Ind AS financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the Ind AS financialstatements including the disclosures and whether the Ind AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Ind AS financial statements forthe financial year ended March 31 2019 and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.
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 1" a statement on the matters specified inparagraphs 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 purposes 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 including the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;
(d) In our opinion the aforesaid Ind AS financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended;
(e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 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 with reference to these Ind AS financial statements and theoperating effectiveness of such controls refer to our separate Report in "Annexure2" to this report;
(g) In our opinion the managerial remuneration for the year ended March 31 2019 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act;
(h) 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 as amended inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financialposition in its Ind AS financial statements - Refer Note 45 to the Ind AS financialstatements;
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.
For S R B C & CO LLP
ICAI Firm Registration Number: 324982E/E300003
per Vijay Maniar
Membership Number: 36738
Date: May 15 2019
Annexure 1 to the Independent Auditor's Report of even date on the Ind AS FinancialStatements of Aditya Birla Fashion and Retail Limited
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property plant and equipment.
(i) (b) All Property plant and equipment have not been physically verified by themanagement during the year but there is a regular programme of verification which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on such verification. (i) (c) According toinformation and explanations given by the management the title deeds of immovableproperties included in Property plant and equipment are held in the name of the Companyexcept for the following immovable properties other than self-constructed buildingsaggregating to र 6.05 crore which are held in the name of the demerged companies and is inthe process of being transferred to the Company:
|Total number of cases ||Asset category ||Amount as at March 31 2019 ('in Crores) ||Remarks |
|12 ||Freehold Land ||5.92 ||Title deeds are in names of the companies whose divisions got merged with the Company and are pending to be transferred in the name of the Company. |
|1 ||Building (Flat) ||0.13 || |
(ii) The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification. There was no inventory lying with third parties.
(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 ("the Act"). Accordingly the provisions of clause3(iii)(a) (b) and (c) of the Order are not applicable to the Company and hence notcommented upon.
(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 Act are applicable and hence not commented upon.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of 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.
(vi) To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under section 148(1) of the Act for theproducts/ services of the Company.
(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax service tax sales-tax customs duty excise duty value added taxgoods and service tax cess and other statutory dues as applicable have generally beenregularly deposited with the appropriate authorities.
(vii) (b) According to the information and explanations given to us no undisputedamounts payable in respect of provident fund employees' state insurance income-taxservice tax sales-tax customs duty excise duty value added tax goods and service taxcess and other statutory dues were outstanding as applicable at the year end for aperiod of more than six months from the date they became payable.
(vii) (c) According to the records of the Company the dues of income-tax service taxsales-tax custom duty excise duty value added tax and cess on account of any disputeare as follows:
|Statute ||Nature of dues ||Unpaid Amount involved (र in Crores)* ||Period to which the amount relates ||Forum Where dispute is pending |
|Central Excise Act ||Excise duty ||1.86 ||May 2001 to April 2003 ||Customs Excise and Service Tax Appellate Tribunal Bengaluru |
|Central Sales Tax Act ||Central sales tax ||0.01 ||2006-07 ||The Appellate Deputy Commissioner (CT) Secunderabad |
|Customs Act ||Custom duty ||2.04 ||1998-99 ||Supreme Court |
|Customs Act ||Custom duty ||0.50 ||2010 ||Commissioner - Appeal Chennai |
|Gujarat ||Sales tax ||2.26 ||2011-12 ||Joint Commissioner - JCCT(A) Ahmedabad |
|Commercial Tax Act || || || || |
|Central Excise Act ||Excise duty ||24.10 ||June - July 2013 ||Commissioner of Central Tax Bengaluru |
|Karnataka Sales Tax Act ||Sales tax ||0.01 ||2005-07 ||Joint Commissioner of Commercial Taxes - Appeal Bengaluru |
|Karnataka Sales Tax Act ||Sales tax ||6.78 ||2012-13 to 2014-15 ||Joint Commissioner of Commercial Taxes - Appeal Bengaluru |
|Karnataka Tax on Entry of Goods Act ||Entry tax ||0.02 ||2002-03 to 2004-05 ||Joint Commissioner of Commercial Taxes - Appeal- 1 Bengaluru |
|Kerala Commercial Tax Act ||Surcharge ||2.44 ||April 2008 to June 2017 ||Kerala High Court Ernakulum |
|Kerala General Sales Tax Act ||Kerala sales Tax ||0.01 ||2004-05 ||Kerala Sales Tax Appellate Tribunal Ernakulum |
|Kerala Commercial Tax Act ||Goods and service tax ||0.59 ||2017-18 ||Assistant Commissioner (Appeals) of State Goods and Service Tax Department Kozhikode |
|Odisha Sales tax Act ||Sales tax ||0.74 ||2014-15 ||Joint Commissioner of Commercial Tax Bhubaneshwar |
|Odisha Sales tax Act ||Sales tax ||0.005 ||2002-03 ||Assistant Commissioner of Commercial Taxes Bhubaneshwar |
|Odisha Entry tax ||Entry tax ||0.001 ||2002-03 ||Assistant Commissioner of Commercial Taxes Bhubaneshwar |
|Textile Committee Act ||Textile cess ||0.59 ||1999-2005 ||Hon'ble High Court - Karnataka |
|Uttar Pradesh Commercial Tax ||Value added tax ||2.15 ||2009- 10 to 2010- 11 ||Deputy Commissioner of Commercial Taxes Lucknow |
|Uttar Pradesh Commercial Tax ||Value added tax ||5.07 ||2011- 12 to 2012- 13 ||Additional Commissioner - Appeal Lucknow |
|Uttarakhand Commercial Tax ||Value added tax ||0.92 ||2012-13 to 2014-15 ||Deputy Commissioner of Commercial Taxes Dehradun |
|West Bengal Commercial Tax ||Sales tax ||0.05 ||2005-06 & 2013-14 ||Joint Commissioner Appeal - JCCT (A) Kolkata |
|West Bengal Commercial Tax ||Sales tax ||0.20 ||2011-12 ||Appellate and Revisional Board Kolkata |
|West Bengal Commercial Tax ||Sales tax ||0.28 ||2015-16 ||Sr. Joint Commissioner Kolkata |
|Madhya Pradesh Commercial Tax ||Sales tax ||0.24 ||2013-14 & 2015-16 ||Deputy Commissioner of Commercial Taxes Indore |
|Income tax Act 1961 ||Withholding tax ||0.24 ||2011-12 ||Commissioner of Income Tax (Appeals) Mumbai |
* The unpaid amount mentioned above is net of र 45.74 Crore paid under protest.
(viii) In our opinion and according to information and explanations given by themanagement the Company has not defaulted in repayment of dues to a financial institutionbank or debenture holders. The Company does not have any borrowing from the governmentduring the year.
(ix) In our opinion and according to the information and explanations given by themanagement monies raised by way of term loans and debt instruments were applied for thepurposes for which those were raised. The Company has not raised any money way of initialpublic offer/ further public offer.
(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management themanagerial remuneration has been paid/ provided in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the financialstatements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) of the Order are notapplicable to the Company and not commented upon.
(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of the Act.
(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.
For S R B C & CO LLP
ICAI Firm Registration Number: 324982E/E300003
per Vijay Maniar
Membership Number: 36738
Date: May 15 2019