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Mandhana Retail Ventures Ltd.

BSE: 540210 Sector: Industrials
NSE: TMRVL ISIN Code: INE759V01019
BSE 00:00 | 14 Aug 59.80 -3.35
(-5.30%)
OPEN

63.75

HIGH

63.75

LOW

59.00

NSE 00:00 | 14 Aug 60.90 -3.30
(-5.14%)
OPEN

64.20

HIGH

64.20

LOW

58.00

OPEN 63.75
PREVIOUS CLOSE 63.15
VOLUME 6430
52-Week high 188.40
52-Week low 53.00
P/E 19.61
Mkt Cap.(Rs cr) 132
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 63.75
CLOSE 63.15
VOLUME 6430
52-Week high 188.40
52-Week low 53.00
P/E 19.61
Mkt Cap.(Rs cr) 132
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mandhana Retail Ventures Ltd. (TMRVL) - Auditors Report

Company auditors report

To the Members of

The Mandhana Retail Ventures Limited

(formerly known as Mandhana Retail Ventures Limited)

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of The Mandhana Retail VenturesLimited (formerly known as Mandhana Retail Ventures Limited) ("the Company")which comprise the Balance sheet as at 31 March 2017 the Statement of Profit and Lossand the Cash Flow Statement for the year ended on that date and a summary of thesignificant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in sub-section 5of Section 134 of the Companies Act

2013 ("the Act") with respect to the preparation and presentation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 as amended tilldate (‘the Rules'). This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on ouraudit.

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 undersub-section 10 of Section 143 of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial 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 the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

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

OPINIONS

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31March 2017 and its profit and its 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 inthe paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by sub-section 3 of Section 143 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 and the Cash Flow Statementdealt with by this report are in agreement with the books of account;

(d) in our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 as amended;

(e) on the basis of the written representations received from the Directors as on 31March 2017 and taken on record by the Board of Directors none of the Directors aredisqualified as on 31 March 2017 from being appointed as a Director in terms ofsub-section 2 of Section 164 of the Act;

(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 the "Annexure B"; and

(g) with respect to the other matters to be included in the Auditors' 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 does not have any pending litigations which would impact its financialposition;

ii. the Company did not have any long-term contracts including derivative contractsfor 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.

iv. the Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountsmaintained by the Company and as produced to us by the Management. Refer note 37 to thefinancial statements.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Bhatt
Place: Mumbai Partner
Date: 29th May 2017 Membership No: 036647

Annexure A to the Independent Auditor's Report-31 March 2017

(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all the fixed assets are verified annually. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the Company and thenature of its assets. In our opinion and according to information and explanations givento us no material discrepancies were noticed upon such verification during the year.

(c) The Company does not own any immovable properties as disclosed in note 13 on fixedassets to the financial statements. Therefore the provisions of clause 3 (i) (c) of theOrder are not applicable to the Company.

(ii) The inventory have been physically verified by the management at reasonableintervals during the year. In our opinion the frequency of such verification isreasonable. The discrepancies noticed on verification between the physical stocks and thebook records were not material and these have been dealt with appropriately in the booksof account.

(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 limitedliability partnerships or other parties covered in the register maintained under Section189 of the Act. Therefore the provisions of clause 3 (iii) of the Order is not applicableto the Company.

(iv) The Company has not granted any loans made any investments or provided anyguarantees or security to the parties covered under Section 185 and 186 of the Act.

Therefore the provisions of clause 3 (iv) of the Order are not applicable to theCompany.

(v) According to the information and explanations given to us the Company has notaccepted any deposits as per the directives issued by the Reserve Bank of India under theprovisions of Sections 73 to 76 of the Act and the rules framed thereunder. Therefore theprovisions of clause 3 (v) of the Order are not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records undersub-section 1 of Section 148 of the Act for any of the products of the Company. Thereforethe provisions of clause 3 (vi) of the Order are not applicable to 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 employees stateinsurance fund sales tax service tax duty of customs duty of excise value added taxcess and other material statutory dues have been generally regularly deposited during theyear by the Company with the appropriate authorities except in case of advance income taxwhere there are significant delays.

According to the information and explanations given to us no undisputed amountspayable in respect of employees state insurance fund sales tax duty of customs duty ofexcise value added tax cess and other material statutory dues were in arrears as at 31March 2017 for a period of more than six months from the date they became payable exceptfor the following dues of income-tax.

1 Name of the statute Nature of dues Amount in INR Lakh Assessment year Due date
Income-tax Act 1961 Advance tax for the quarter ended 30 June 2016 186 2017-18 15 June 2016
Income-tax Act 1961 Advance tax for the quarter ended 30 September 2016 372 2017-18 15 September 2016

The total advance tax pertaining to AY 2017-18 for Rs.1240 Lakh is yet to be depositedwith the relevant authorities.

(b) According to the information and explanations given to us there are no dues ofincome-tax sales tax value added tax duty of customs duty of excise and other materialstatutory dues which have not been deposited with the appropriate authorities on accountof any dispute.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to its bankers. The Company did nothave any dues to any financial institutions nor has it issued any debentures during theyear.

(ix) According to the information and explanations given to us the Company did notraise money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year. Therefore the provisions of clause 3 (ix) ofthe Order are not applicable to the Company.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanations given to us and based on theexamination of the records the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company and the Nidhi Rules 2014 are not applicable to it.Therefore the provisions of clause 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexaminations of the records of the Company transactions with related parties are incompliance with the provisions of Sections 177 and 188 of the Act where applicable. Thedetails of such related parties transactions have been disclosed in the financialstatements as required under Accounting Standard (AS 18) Related Party Disclosuresspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 as amended.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Therefore the provisions of clause 3(xiv) of the Order is not applicable to theCompany.

(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 any non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934. Therefore the provisions of clause 3(xvi) of the Order is not applicable to theCompany.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Bhatt
Place: Mumbai Partner
Date: 29th May 2017 Membership No: 036647

Annexure B to the Independent Auditor's Report-31 March 2017

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 TheMandhana Retail Ventures Limited (formerly known as Mandhana Retail Ventures Limited) asof 31 March 2017 in conjunction with our audit of the financial statements of the Companyfor 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 controls over financial reporting criteriaestablished by the Company considering the essential components of internal controlsstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued 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 Companies Act 2013 ("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") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Act to the extent applicable to an auditof internal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated 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 auditors' 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 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.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

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 31 March 2017 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 ICAI.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Bhatt
Place: Mumbai Partner
Date: 29th May 2017 Membership No: 036647