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Panache Digilife Ltd.

BSE: 538424 Sector: Consumer
NSE: PANACHE ISIN Code: INE895W01019
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Panache Digilife Ltd. (PANACHE) - Auditors Report

Company auditors report

To

The Shareholders of

M/s. Panache Digilife Limited

(Formerly Known as Vardhaman Technology Limited)

(Earlier Vardhaman Technology Private Limited)

Opinion

We have audited the accompanying standalone financial statements of M/s PanacheDigilife Limited (Formerly Known as Vardhaman Technology Limited) (Earlier Known asVardhaman Technology Private Limited) (the "Company") which comprisethe Balance Sheet as at March 31 2019 and the Statement of Profit and Loss (includingOther Comprehensive Income) the Statement of Cash Flows and the Statement of Changes inEquity for the year then ended and a summary of significant accounting policies and otherexplanatory information (Hereinafter referred to as the "Standalone FinancialStatements").

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 Indian Accounting Standards prescribed under Section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 312019 and its profit/loss totalcomprehensive income/loss its cash flows and the changes in equity for the year ended onthat date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013.Our responsibilities under those Standards are further described in the Auditor'sresponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Companies Act 2013 and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

Information Other than the Standalone Financial Statements and Auditor's Report

The respective Board of Directors of the Company are responsible for the preparation ofother information. The other information comprise the information included in theManagement Discussion and Analysis Board's Report including Annexures to Board's ReportBusiness Responsibility Report Corporate Governance and Shareholder's Information butdoes not include the standalone financial statements and our auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon. In connection with ouraudit of the standalone financial statements our responsibility is to read the otherinformation and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

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 total comprehensive income cash flows and changes inequity of the Company including its joint operation companies in accordance with the IndAS and accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the respectiveCompanies and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone 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 standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls systems in place and the operatingeffectiveness 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 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

• Obtain sufficient appropriate audit evidence regarding the financial informationof the Company and its joint operations to express an opinion on the standalone financialstatements. We are responsible for the direction supervision and performance of the auditof the standalone financial statements of such entities included in the standalonefinancial statements.

Materiality

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced.

We consider quantitative materiality and qualitative factors in (i) planning the scopeof our audit work and in evaluating the results of our work; and (ii) to evaluate theeffect of any identified misstatements in the standalone financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issued by theCentral Government of India in terms of Section 143(11) of the Companies Act 2013 weenclose herewith; ‘Annexure- A' a statement on the matters specified in paragraphs 3and 4 of the said 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 purpose 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 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 Financial Statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

e. On the basis of written representations received from the directors as on 31st March2019 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31st March 2019 from being appointed as a director in terms of Section 164(2) ofthe Companies Act 2013; and

f. Our Opinion on the adequacy of the Internal Financial Controls of the company overthe financial reporting and the operating effectiveness of such controls has been given byus in a separate report in ‘Annexure-B'.

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 in our opinionand to the best of our information and according to explanations given to us:

(i) The Company has disclosed that there are no pending litigations which would impactits standalone financial statements.

(ii) The Company did not have any long term contracts for which there were any materialforeseeable losses;

(iii) The Company is not required to transfer any amount to the Investor Education andProtection Fund by the Company.

For KPB & Associates
Chartered Accountants
[ ICAI FRNo: 114841W ]
Partner
Place : Mumbai (CA Ketan N Gada)
Dated : 25.05.2019 (Membership No. 106451)

ANNEXURE - A TO THE AUDITOR'S REPORT FOR THE Y. E. 31st MARCH 2019

(Referred to in Paragraph (1) of our Report of even date)

(i)

a) The Company has generally maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

b) The fixed assets are physically verified by the management in a phased manner over aperiod of 2 years; 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) Based on the information & explanation given to us and the records examined byus and based on the examination of registered sale deed/transfer deed/conveyance deedprovided to us we report that the title deeds comprising all the immovable propertiesof land and buildings (Including land whose title deeds have been pledged as securityagainst loan taken by the company) are held in the name of the Company as at balancesheet date.

(ii)

a) The physical verification of inventory & spares has been conducted at reasonableintervals by the management and no material discrepancies were noticed on suchverification between physical stock and book records.

(iii) In our opinion and according to the information and explanations given to us theCompany has not given any loans secured or unsecured to companies firms or otherparties covered in the register maintained under Section 189 of the Companies Act 2013.

(iv) In respect of loans investments guarantees and security the provisions ofsection 185 and 186 of the Companies Act 2013 have been duly complied.

(v) According to the information and explanations given to us the Company has notaccepted any deposits from the public to which the directives issued by the Reserve Bankof India and the provisions of Section 73 to Section 76 or any other relevant provisionsof the Companies Act 2013 and the rules framed there under are applicable.

(vi) According to the information and explanations given to us the Company is notrequired to maintain any cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013.

(vii)

a. According to the information and explanations given to us the Company is regular indepositing undisputed statutory dues including provident fund Income tax VAT CSTcustom duty Cess GST and any other statutory dues with the appropriate authoritiesduring the year.

b. According to the information and explanations given to us no undisputed amountspayable in respect of such statutory dues were outstanding as on 31st March 2019 for aperiod of more than six months from the date they became payable.

(viii) On the basis of our examination and according to the information andexplanations given to us the Company has not defaulted in re-payment of its dues to theBanks and no amounts were borrowed by the Company through Debentures from any financialinstitution.

(ix) On the basis of our examination and according to the information and explanationsgiven to us the Company has utilized all loans for the purpose for which it is obtained.

(x) To the best of our knowledge and belief and according to the information andexplanations given to us no fraud on or by the Company has been noticed or reportedduring the course of our audit.

(xi) In our opinion and according to the information and explanations given to us thecompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanation given to us thecompany is not a nidhi company and hence reporting under paragraph 3(xii) of the Order isnot applicable to our company.

(xiii) All the transactions with related parties are in compliance with sections 177and 188 of Companies Act 2013 where applicable and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review.

(xv) The company has not entered into any non-cash transactions with directors orpersons connected with him.

(xvi) The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For KPB &Assosciates
Chartered Accountants
[ FRNo: 114841W ]
Partner
Place : Mumbai (CA Ketan N Gada)
Dated : 25.05.2019 (Membership No. 106451)

ANNEXURE -B TO THE AUDITOR'S REPORT FOR THE Y. E. 31ST MARCH 2019

(Referred to in Paragraph 2(f) of our Report of even date)

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 PanacheDigilife Limited ("the Company")(Formerly known as Vardhaman TechnologyPrivate Limited)as of 31st March 2019 in conjunction with our audit of theStandalone Ind AS 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' 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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls 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 judgment including the assessment of the risks ofmaterial misstatement of the standalone Ind AS financial statements whether due to fraudor 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 standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting 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) provide reasonable assurance that transactions are recorded as necessary topermit preparation of standalone Ind AS financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and

3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the standalone Ind AS 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 31st March 2019based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For KPB & Associates
Chartered Accountants
[ FRNo: 114841W ]
Partner
Place : Mumbai (CA Ketan N. Gada)
Dated : 25.05.2019 (Membership No. 106451)

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