To the Members of CELEBRITY FASHIONS LIMITED
Report on the Audit of the Ind AS Financial Statements Opinion
We have audited the accompanying standalone Ind AS financial statements of CELEBRITYFASHIONS LIMITED ("the Company") which comprise the Balance Sheet as at March31 2019 the Statement of Profit and Loss (including Other Comprehensive Income)Statement of Changes in Equity and the Statement of Cash Flows for the year ended on thatdate and notes to the financial statements including a summary of significant accountingpolicies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in Indiaincluding Indian Accounting Standards (Ind AS') specified under Section 133 of theAct of the state of affairs of the Company as at March 31 2019 the profit and totalcomprehensive income and changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone Ind AS financial statements under the provisions of the Companies Act 2013 andthe Rules there under 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 ouropinion.
Material Uncertainty Related to Going Concern
We draw attention to Note No. 36 of the Ind AS financial statements which disclose thatas at the date of the Balance Sheet the Company has significant accumulated losses. Asstated in Note 1.3 these events or conditions along with other matters as set forth inNote 36 indicate that a material uncertainty exists that may cast significant doubt onthe Company's ability to continue as a going concern. We have evaluated theappropriateness of the going concern' concept in accordance with SA-570 based onsuch evaluation in our opinion and on the basis of the information and explanations givento us we report that we have obtained sufficient evidence to establish the continuance ofthe Company as a going concern. The Ind AS financial statements of Company have beenprepared on a going concern basis for the reasons stated in the said Note. Our opinion isnot modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.
a) Revenue recognition (Ind AS 115)
The application of the new standard on recognition of revenue involves significantjudgment and estimates made by the management which includes identification of performanceobligations contained in contracts determination of the most appropriate method forrecognition of revenue relating to the identified performance obligations assessment oftransaction price and allocation of the assessed price to the individual performanceobligations.
Audit procedure involved review of the company's Ind AS 115 implementation process andkey judgments made by management evaluation of customer contracts in light of Ind AS 115on sample basis and comparison of the same with management's evaluation and assessment ofdesign and operating effectiveness of internal controls relating to revenue recognition.
Based on the procedures performed it is concluded that management's judgments withrespect to recognition and measurement of revenue in light of Ind AS 115 is appropriate.
Furthermore the appropriateness of the disclosures made in note 1.5 to the financialstatements was assessed.
b) Existence and impairment of Trade Receivables
Trade Receivables are significant to the Company's financial statements. TheCollectability of trade receivables is a key element of the company's working capitalmanagement which is managed on an ongoing basis by its management. Due to the nature ofthe Business and the requirements of customers various contract terms are in place whichimpacts the timing of revenue recognition. Given the magnitude and judgment involved inthe impairment assessment of trade receivables we have identified this as a key auditmatter.
We performed audit procedures on existence of trade receivables which includedsubstantive testing of revenue transactions obtaining trade receivable externalconfirmations and testing the subsequent payments received. Assessing the impact of tradereceivables requires judgment and we evaluated management's assumptions in determining theprovision for impairment of trade receivables by analyzing the ageing of receivablesassessing significant overdue individual trade receivables and specific local riskscombined with the legal documentations where applicable.
We tested the timing of revenue and trade receivables recognition based on the termsagreed with the customers. We also reviewed on a sample basis terms of the contract withthe customers invoices raised etc. as a part of our audit procedures.
Furthermore we assessed the appropriateness of the disclosures made in note 1.17 to thefinancial statements.
c) Assessment of Provisions for taxation litigations and claims: As at March 31 2019Celebrity Fashions Limited had a provision in respect of possible or actual taxationdisputes litigation and claims to the tune of Rs 2903868/-.These provisions areestimated using a significant degree of management judgment in interpreting the variousrelevant rules regulations and practices and in considering precedents in various forums
The Audit addressed this Key Audit Matter by assessing the adequacy of tax Provisionsby reviewing correspondence with tax Authorities
Discussing significant litigations and claims with the Company's Internal Legal Counsel
Obtaining Letters from Celebrity Fashions External Advisors including their viewsregarding the likely outcome and magnitude of and exposure to the relevant litigation andclaims
Reviewing previous judgments made by relevant tax Authorities and opinions given byCompany's advisors.
Assessing the reliability of the past estimates of the management.
Based on the procedures performed it is concluded that the management's assessment ofthe outcome of pending litigations and claims is appropriate.
Furthermore the appropriateness of the disclosures made in note 41 to the financialstatements was assessed
d) Recognition and measurement of deferred taxes
The recognition and measurement of deferred tax items requires determination ofdifferences between the recognition and the measurement of assets liabilities income andexpenses in accordance with the Income Tax Act and other applicable tax laws includingapplication of ICDS and financial reporting in accordance with Ind AS.
This involves significant calculations requiring detailed knowledge of applicable taxlaws.
The key matter was addressed by performing audit procedures which involved assessmentof underlying process and evaluation of internal financial controls with respect tomeasurement of deferred tax and re-performance of calculations and assessment of the itemsleading to recognition of deferred tax in light of prevailing tax laws and applicablefinancial reporting standards on sample basis.
The audit procedures performed did not lead to identification of any materialmisstatement with respect to recognition and measurement of deferred taxes.
Furthermore the appropriateness of the disclosures made in note 1.8.2 to the financialstatements was assessed.
e) Accuracy on valuation of Inventory
Management judgment is required to establish the carrying value of inventoryparticularly in relation to determining the appropriate level of provisions in relation toobsolete and Surplus items.
Audit procedures include testing the inventory provisions we assessed the managementcontrol and estimation of inventory provisions and their appropriateness .Futuresalability of inventory was assessed based on past track records.
Information Other than the Ind AS Financial Statements and Auditors' Report Thereon
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sAnnual Report but does not include the financial statements and our report thereon.
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 financial statements our responsibility is to readthe other information and in doing so consider whether the 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 have performed we conclude that there is a materialmisstatement of this other information; we are required to report that fact. We havenothing to report in this regard.
Management's Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the accountingStandards specified under section 133 of the Act read with the rule 3 of the companies(Indian Accounting Standards) Rules 2015 and companies (Indian Accounting StandardsAmendment Rules 2016). This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate implementation and maintenance of accountingpolicies; making judgments and estimates that are reasonable and prudent; and 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 financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the financial statements management is responsible for assessing theCompany'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.
The Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 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 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 Companies Act 2013 we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls system in place and theoperating effectiveness of such 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 financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
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 Companies Act 2013 we give in the Annexure a statement on the matters specified inparagraphs 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 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 Other ComprehensiveIncome Statement of changes in the equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account
(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules2016
(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 and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A".
(g) With respect to the matter to be included in the Auditors' Report under section197(16) of the Act as amended:
In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its Managing Director during the yearis in accordance with the provisions of section 197 of 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 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
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
| ||For SRSV & Associates |
| ||Chartered Accountants |
| ||F.R No.0150415 |
| ||V. Rajeswaran |
|Date : 20th May 2019 ||Partner |
|Place: Chennai ||Membership No. 020881 |
Annexure A to the Independent Auditor's Report
(Referred to in paragraph 2 under Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Celebrity Fashions Limited of evendate)
i. In respect of its Fixed assets:
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The Company has a program of verification to cover all the items of fixed assets ina phased manner which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the program certain fixed assets werephysically verified by the management during the year. According to the information andexplanations given to us no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us the records examined byus and based on the examination of the conveyance deeds / registered sale deed provided tous we report that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the balance sheetdate. In respect of immovable properties of land and building that have been taken onlease and disclosed as fixed assets in the financial statements the lease agreements arein the name of the Company.
ii. In our opinion physical verification of inventory has been conducted at reasonableintervals by the management and no material discrepancies were noticed on suchverification.
iii. In our opinion and according to the information and explanations given to us thecompany has not granted any loans secured or unsecured to companies firms or otherparties covered in the register maintained under section 189 of the Companies Act. (Basedon the above para matters referred in clause iii(a) iii(b) and iii(c) of paragraph 3 ofCompanies (Auditors Report) Order 2016 are not applicable).
iv. In our opinion and according to the explanations given to us there are no loansinvestments guarantees and securities provided by the Company as specified under Sections185 and 186 of the Companies Act 2013. Therefore the provisions of the paragraph 3(iv)of the order are not applicable to the company.
v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of Sections 73 to76 or any other relevant provisions of the Act and rules framed thereunder. No order hasbeen passed by the Company Law Board or National Company Law Tribunal or Reserve Bank ofIndia or any Court or any other Tribunal.
vi. To the best of our knowledge and as explained to us the Central Government has notprescribed the maintenance of cost records under Section 148(1) of the Companies Act 2013for any of the products/services manufactured/rendered by the Company.
vii. Undisputed and disputed taxes and duties
a) According to the records of the Company and information and explanations given tous the company is regular in depositing undisputed statutory dues including providentfund employees' state insurance income-tax sales- tax wealth tax service tax duty ofcustoms duty of excise value added tax Goods and service tax cess and any otherstatutory dues with the appropriate authorities. There are no undisputed statutory duesoutstanding for more than six months.
b) As at March 31 2019 according to the records of the Company the following are theparticulars of the disputed dues on account of sales tax income tax customs duty wealthtax service tax and cess which have not been deposited on account of dispute:
|Name of the Statue ||Nature of Dues ||Assessment Year to which the amount relates ||Forum where the dispute is pending ||Amount (in Rs) |
|Income Tax Act1961 ||Income Tax ||2003-04 ||Pending before the Assessing Officer ||526669* |
|Income Tax Act1961 ||Income Tax ||2004-05 ||Pending before the Assessing Officer ||961087* |
|Income Tax Act1961 ||Fringe Benefit Tax ||2007-08 ||Pending for rectification before the Assessing Officer ||699860 |
|Income Tax Act1961 ||Fringe Benefit Tax ||2008-09 ||Pending for rectification before the Assessing Officer ||601600 |
|Income Tax Act1961 ||Income Tax ||2011-12 ||Pending for rectification before the Assessing Officer and appeal before the Commissioner of Income Tax Appeals Chennai ||114652 |
|Total || || || ||2903868 |
* Relating to Income Tax dues of Partnership Firm Celebrity Connections
viii. Based on our audit procedures and according to the information and explanationsgiven to us by the management we are of the opinion that the company has not defaulted inrepayment of loans or borrowings to a financial institution bank Government or debentureholders.
ix. To the best of our knowledge and according to the information and explanationsgiven to us the Company has not raised any money by way of initial public offer orfurther public offer (including debt instruments). In our opinion and according to theinformation and explanations given to us the Company has utilized the monies raised byway of term loans for the purpose for which they were raised.
x. In our opinion and according to the information and explanations given to us nofraud on or by the Company by its officers or employees has been noticed or reportedduring the financial period.
xi. In our opinion and according to the information and explanations given to usmanagerial remuneration has been provided in accordance with the requisite approvalsmandated by Section 197 read with Schedule V of the Companies Act 2013.
xii. In our opinion the Company is not a Nidhi Company. Accordingly clause xii ofPara 3 of Companies (Auditors Report) Order 2016 is not applicable.
xiii. In our opinion and according to the information and explanation given to us alltransactions with the related parties are in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the FinancialStatements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review except allotment of equity shares onconversion of convertible warrants as stated in note no. 13 in respect of whichrequirement of Section 42 of the Act have been complied with and the amount raised hasbeen used for the purpose for which the funds were raised.
xv. In our opinion and according to the information and explanations given to us theCompany has not entered into any non - cash transactions with directors or personsconnected with the Directors. Accordingly clause xv of Para 3 of Companies (AuditorsReport) Order 2016 is not applicable.
xvi. In our opinion and according to the information and explanations given to us theCompany is not required to be registered under Section 45-lA of the Reserve Bank of IndiaAct 1934. Accordingly clause xvi of Para 3 of Companies (Auditors Report) Order 2016 isnot applicable.
| ||For SRSV & Associates |
| ||Chartered Accountants |
| ||F.R No.0150415 |
| ||V. Rajeswaran |
|Date : 20th May 2019 ||Partner |
|Place: Chennai ||Membership No. 020881 |
Annexure B to the Independent Auditor's Report
(Referred to in paragraph 1(f) under Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Celebrity Fashions Limited of evendate)
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 CELEBRITYFASHIONS LIMITED ("the Company") as of March 31 2019 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 Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to respective 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.
Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. 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 effectively in all material respects.
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 judgement 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 internal financial controls system overfinancial reporting of the Company.
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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
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.
In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.
| ||For SRSV & Associates |
| ||Chartered Accountants |
| ||F.R. No. 015041S |
| ||V. Rajeswaran |
|Date : 20th May 2019 ||Partner |
|Place: Chennai ||Membership No. 020881 |