To the Members of Foods and Inns Limited Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Foods and InnsLimited ("the Company") which comprise the Balance Sheet as at March 312018 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Cash Flows and the Statement of Changes in Equity for the year then endedand a summary of the significant accounting policies and other explanatory information(hereinafter referred to as "standalone financial statements").
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 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")specified under section 133 of the Act read with rules made thereunder and the relevantprovisions of the Act.
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 financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from material whether dueto fraud or error.
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 and other pronouncements issued by the Institute of CharteredAccountants of India ("ICAI"). Those Standards and pronouncements require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the standalone financial free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures financial statements . thestandalone
The procedures selected depend on the auditor's judgment including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error. In making those risk assessmentstheauditorconsidersfinancialcontrolrelevant to the Company's preparation of the standalone financial statements that give atrue and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sdirectors as well as evaluating the overall presentation of thestandalonefinancialstatements.
We believe that the audit evidence we have obtained is sufficientand appropriate toprovide a basis for our audit opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalonefinancialstatements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS of the state ofaffairs of the Company as at March 31 2018 and its profits (including othercomprehensive income) and its cash flows and the changes in equity for the year ended onthat date.
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 section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in the paragraph 3 and4 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 Other ComprehensiveIncome) the Statement of Cash Flows and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account;
d) In our opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards of the Act read with rules made thereunder and relevant rules issuedthereunder..
e) On the basis of the written representations received from the directors as on March31 2018 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of section 164(2) oftheAct;
f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and effectiveness of such controls refer to ourseparate report 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 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 standalone financial statements. Refer Note no. 39 to the standalonefinancial 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.
ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" of our report on even date to the members of the Company on thestandalone financial statements for the year ended March 31 2018)
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of its property plant and equipment;
(b) The Company has a regular programme of physical verification of property plant andequipment by which all property plant and equipment of the Company are being verified ina phased manner over a period of three years which in our opinion is reasonable havingregard to the size of the Company and nature of its business. Pursuant to the program aportion of property plant and equipment has been physically verified by the managementduring the year and no material discrepancies were noticed on verification conductedduring the year as compared with the book records; and
(c) Based on audit procedures performed for the purpose of reportingthetrueandfairviewofthefinancialstatements and according to information and explanationsgiven by the management and further based on certificate received the title deeds ofimmovable properties included in property plant and equipment are held in the name of theCompany.
(ii) (a) Inventories other than stock-in-transit and stock lying in overseas godownhave been physically verified during the year by the management during the year or at theyear end. For stock in transit at the year end the necessary documentary evidence havebeen obtained. In case of stock lying in the overseas godown at the year end thecertificate confirming such stock has been received. In our opinion the frequency ofverification is reasonable; and (b) The discrepancies noticed on physical verification ascompared to the book records were not material and have been properly dealt with in thebooks of account.
(iii) The Company has granted unsecured loan to a Company covered in the registermaintained under section 189 of the Act.
(a) In our opinion the rate of interest and other terms and conditions on which suchloan had been granted were not prima facie prejudicial to the interest of the Company;
(b) According to the information and explanations given to us no repayment schedulehas been specified in respect of such loans granted and accordingly the question ofregularity in repayment of principal amount does not arise; and (iv) There are no overdueamounts in respect of such loan. In our opinion and according to the information andexplanations given to us the Company has complied with the provisions of section 185 and186 of the Act in respect of investments made and loans guarantees and securitiesgranted.
(v) The Company has complied with the directives issued by the Reserve Bank of Indiaand the provisions of section 73 to 76 or any other relevant provisions of the Act andthe rules framed there under to the extent applicable. We are informed by the managementthat no order has been passed by the Company Law Board or National Company Law Tribunal orReserve Bank of India or any court or any other tribunal in this regard.
(vi) According to the information and explanations given to us pursuant to theCompanies (Cost Records and Audit) Rules 2014 read with section 148(1) of the Act theCentral government has not prescribed maintenance of cost records in respect of any of theCompany's product. Accordingly paragraph 3 (vi) of the order is not applicable to theCompany.
(vii) (a) The Company has generally been regular in depositing undisputed statutorydues including provident fund employees' state insurance income tax sales tax servicetax duty of customs duty of excise value added tax goods and services tax cess andother applicable statutory dues with the appropriate authorities. No undisputed statutorydues payable were in arrears as at March 31 2018 for a period of more than six monthsfrom the date they became payable; and (b) The details of dues of income tax sales taxservice tax duty of customs duty of excise or value added tax or cess which have notbeen deposited with the concerned authorities on account of dispute are given below:
|Nature of dues ||Period to which the amount relates ||Forum where dispute is pending ||Amount (Rs in Lakhs) |
|The Income tax Act 1961 ||AY 2013-14 ||Commissioner of Income-tax (Appeals) ||14.16 |
|(Income tax and Interest) ||AY 2014-15 ||Commissioner of Income-tax (Appeals) ||447.45 |
| ||AY 2015-16 ||Commissioner of Income-tax (Appeals) ||333.31 |
|The Finance Act 1994 (Service tax and interest) ||FY 2004-05 to FY 2007-08 ||Commissioner of Central Excise (Appeals) ||3.96 |
(viii) The Company has not defaulted in repayment of dues to any financialinstitutions banks government or debenture holders.
(ix) The Company has not raised any money by way of initial public offer (includingdebt instrument) during the year. Accordingly paragraph 3(ix) of the Order in respectthereof is not applicable. Money raised by way of term loans were applied for the purposefor which those were raised.
(x) To the best of our knowledge and belief and according to the information andexplanations given to us no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.
(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.
(xii) In our opinion and according to information and explanation given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.
(xiii) According to the information and explanations given 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 standalone financial statements as required by theapplicable accounting standards.
(xiv) According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has complied with the provisions ofsection 42 of the Companies Act 2013 in respect of preferential allotments of equityshares and convertible warrants made by the Company during the year and the amounts raisedhave been used for the purpose for which the funds were raised.
(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. Accordingly clause
(xv) of paragraph 3 of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45 IA of the ReserveBank of India Act 1934.
ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2(f) under "Report on Other Legal and RegulatoryRequirements" of our Independent Auditor's report of even date to the members ofFoods and Inns Limited on the Standalone Financial Statements for the year ended March 312018) Report on the Internal Financial Controls under section 143(3)(i) of the CompaniesAct 2013 (the Act)
We have audited the internal financial controls with reference to financial statementsofFoods and Inns Limited (the Company'') as of March 31 2018 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting ("Guidance Note") issued by the Institute of Chartered Accountants ofIndia ("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.
Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Control over FinancialReporting (the "Guidance Note") the Standards on Auditing issued by the ICAIand deemed to be prescribed under section 143(10) of the Act to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial obtaining an understanding of internal financial controls with reference tofinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone financial statementswhether 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 systemwith reference to financial statements.
Meaning of Internal Financial Controls with reference to financial statements
A Company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparationofstandalonefinancialstatements for external purposes inaccordance with generally accepted accounting principles. A Company's internal financialcontrol with reference to financial statements includes those policies and procedures that(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation ofstandalone financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorisations of management and directors of the Company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the Company's assets that could have a material effect on thefinancial statements.
Inherent Limitations of Internal Financial Controls with reference to FinancialStatements
Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal control with reference to financial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarch 31 2018 based on the internal control with reference to financial statementscriteria 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 ICAI.
| ||For G. M. Kapadia& Co. |
| ||Chartered Accountants |
| ||Firm Registration No. 104767W |
| ||Atul Shah |
|Mumbai ||Partner |
|Dated: May 24 2018 ||Membership No: 039569 |