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Future Retail Ltd.

BSE: 540064 Sector: Others
NSE: FRETAIL ISIN Code: INE752P01024
BSE 00:00 | 25 Mar 439.00 -2.20
(-0.50%)
OPEN

448.00

HIGH

448.00

LOW

436.20

NSE 00:00 | 25 Mar 440.10 -2.90
(-0.65%)
OPEN

440.95

HIGH

444.00

LOW

436.00

OPEN 448.00
PREVIOUS CLOSE 441.20
VOLUME 20946
52-Week high 638.95
52-Week low 401.95
P/E 32.93
Mkt Cap.(Rs cr) 22,064
Buy Price 436.50
Buy Qty 20.00
Sell Price 445.00
Sell Qty 1.00
OPEN 448.00
CLOSE 441.20
VOLUME 20946
52-Week high 638.95
52-Week low 401.95
P/E 32.93
Mkt Cap.(Rs cr) 22,064
Buy Price 436.50
Buy Qty 20.00
Sell Price 445.00
Sell Qty 1.00

Future Retail Ltd. (FRETAIL) - Auditors Report

Company auditors report

To

The Members of

FUTURE RETAIL LIMITED

(formerly known as Bharti Retail Limited)

Report on the Financial Statements

We have audited the accompanying Financial Statements of FUTURE RETAIL LIMITED("the Company") which comprise the Balance Sheet as at March 31 2018 theStatement of Profit and Loss (including other comprehensive income) the Statement of CashFlows and the Statement of Changes in Equity for the year then ended and a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas ("Financial Statements").

Management's Responsibility for the Financial Statements

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

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

Auditor's Responsibility

Our responsibility is to express an opinion on these Financial Statements based on ouraudit. In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under and the orderissued under section 143(11) of the Act.

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 judgement 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 controls 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 accounting policies used and the reasonableness of the accountingestimates made by the Company Directors as well as evaluating the overall presentation ofthe Financial Statements.

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

Opinion

In our opinion and to the best of information and according to the explanation given tous the aforesaid Financial Statements give the information required by the Act in themanner so required and give true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2018 and its profit including other comprehensive income the changes in equity andits cash 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 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure"A" a statement on the matters specified inparagraph 3 and 4 of the Order.

2. As required by section 143(3) of the Act We report that: a. We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit; b. In our opinion proper books ofaccounts as required by law have been kept by the Company so far as it appears from ourexamination of those books; c. The Balance Sheet the Statement of Profit and Loss and theStatement of Cash Flow and the Statement of Changes in Equity dealt with by this Reportare in agreement with the books of accounts; d. In our opinion the aforesaid FinancialStatements comply with the Indian Accounting Standards specified under Section 133 of theAct read with relevant rule issued thereunder; e. On the basis of written representationsreceived from the Directors as on March 31 2018 and taken on record by the Board ofDirectors none of the Directors is disqualified as on March 31 2018 from beingappointed as a Director in terms of section 164 (2) of the Act; f. With respect to theadequacy of internal financial controls over financial reporting of the Company and theoperating effectiveness of such control refer to our separate report in "AnnexureB"; and g. With respect to the other matters to be included in the Auditor's Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amendedin our opinion and to the best of our information and according to the explanation givento us: i. The Company has disclosed the impact of pending litigation on its financialposition in its Financial Statements; ii. The Company did not have any long term contractincluding derivative contract for which 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 NGS & CO. LLP
Chartered Accountants
Firm Registration No. : 119850W
Ashok A. Trivedi
Mumbai Partner
May 21 2018 Membership No. 042472

Annexure - A to the Independent Auditors' Report

The Annexure referred to in Independent Auditors' Report to the Members of the FUTURERETAIL LIMITED on the Financial Statements for the year ended March 31 2018 wereport that: (i) (a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

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

(c) According to the information and explanations given to us and the records examinedby us we report that the title of immovable properties is in the process of beingtransferred in the name of the Company as at March 31 2018.

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

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

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

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to Companies Firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013. Therefore clause 3 (iii) of the Order not applicable.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans and investments made. (v) The Company has not accepted any deposits from thepublic.

(vi) To the best of our knowledge and as explained the Central Government has notprescribed the maintenance of cost records under section 148(1) of the Act for any of thebusiness activities of the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employee'sstate insurance income-tax sales-tax goods & serivce tax service-tax custom dutyvalue added tax cess and other material statutory dues as applicable have beenregularly deposited during the year by the Company with the appropriate authorities.According to the information and explanations given to us no undisputed amounts payablein respect of provident fund employee's state insurance income tax sales tax goods& serivce tax service tax duty of customs and value added tax cess and othermaterial statutory dues were in arrears as at March 31 2018 for a period of morethan six months from the date they became payable.

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

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

Name of the Statute Nature of the dues Amount Period to which the amount relates Forum where dispute is pending
( Rs.In Crore)
The Indian Stamp Stamp Duty 9.53* FY : 2008-09 Chief Controlling Revenue Authority
Act 1899 FY : 2015-16 Ghaziabad U.P.
The Collector of Stamps Preet Vihar Delhi
The Collector of Stamps (HQ) Govt. of NCT of Delhi 5
Central Sales Tax Central Sales 8.49* FY: 2007-08; Additional Commissioner Grade 2
Act and Local Tax and Local 2008-09; 2009- Kanpur; Directorate of Commercial
Sales Tax Act Sales Tax 10; 2010-11; Taxes; Dy. Commissioner of Sales Tax;
(including Value Added Tax) 2012-13; 2014- 15. Special Commissioner of VAT; Additional Commissioner (Appeals)

*Net of amount paid under protest

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

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Thereforeclause 3 (ix) of the Order is not applicable. (x) To the best of our knowledge and beliefand according to the information and explanations given to us no fraud by the Company wasnoticed or reported during the year although there were some instances of fraud on theCompany noticed by the Management the amounts whereof were not material in the context ofthe size of the Company and the nature of its business and the amounts were adequatelyprovided for. (xi) According to the information and explanations given to us and based onour examination of the records of the Company the Company has paid/provided formanagerial remuneration in accordance with the requisite provisions of section 197 readwith Schedule V to the Act.

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

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

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has made preferential allotment ofshares during the year in compliance with the requirement of section 42 of the Act andamount raised has 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 its director. Therefore clause3(xv) 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.

For NGS & CO. LLP
Chartered Accountants
Firm Registration No. : 119850W
Ashok A. Trivedi
Mumbai Partner
May 21 2018 Membership No. 042472

Annexure - B to the Independent Auditors' Report

Report on the Internal Financial Controls over financial reporting under Clause (i) ofsub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of FUTURERETAIL LIMITED ("the Company") as of March 31 2018 in conjunction with ouraudit of the Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). 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 Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 judgment including the assessment of the risks ofmaterial misstatement of the Financial Statements whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of Financial Statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the Financial Statements.

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.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For NGS & CO. LLP
Chartered Accountants
Firm Registration No. : 119850W
Ashok A. Trivedi
Mumbai Partner
May 21 2018 Membership No. 042472