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Panache Digilife Ltd.

BSE: 538424 Sector: Consumer
NSE: PANACHE ISIN Code: INE895W01019
BSE 05:30 | 01 Jan Panache Digilife Ltd
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Panache Digilife Ltd. (PANACHE) - Auditors Report

Company auditors report

To

The Shareholders of Panache Digilife Limited

(Formerly Known as Vardhaman Technology Limited Earlier Known asVardhaman Technology Private Limited) Unit No. 201/B1 Raheja Plaza 1 LBS Road Ghatkopar(West) Mumbai- 400 086

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements ofPanache Digilife Limited (‘the Company') (Formerly Known as Vardhaman TechnologyLimited Earlier Known as Vardhaman Technology Private Limited) which comprise the`Balance Sheet as at 31st March 2018 Statement of Profit and Loss(Including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsfor the year then ended and a summary of significant accounting policies and otherexplanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters inSection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe Indian Accounting Standards (IND AS) specified under section 133 of the Act read withrule 7 of the Companies (Indian Accounting Standards) Rules 2015 as amended and otheraccounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of thecompany 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these StandaloneFinancial Statements based on our audit.

We have taken into account the provisions of the Act the accounting& auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the rules made thereunder and the Order issued undersec 143(11) of the Act.

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the Standalone Financial Statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and disclosures in the Standalone

Financial Statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the StandaloneFinancial Statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of theStandalone Financial Statements to give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of the accountingestimates made by management as well as evaluating the overall presentation of theStandalone Financial Statements.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on standalone financial statements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the Standalone Financial Statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2018 and its profit total comprehensive income the changes inequity and its cash flows for the year end on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issuedby the Central Government of India in terms of Section 143(11) of the Companies Act 2013we enclose herewith; ‘Annexure A' a statement on the matters specified in paragraphs3 and 4 of the said Order.

2. As required by Section 143(3) of the Act we report that: a. We havesought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit; b. In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books; c. The Balance Sheet the Statement of Profitand Loss including Other Comprehensive Income Statement of Changes in Equity and the CashFlow Statement dealt with by this Report are in agreement with the books of account; d. Inour opinion the aforesaid Standalone Financial Statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014; e. On the basis of written representations received from thedirectors as on 31st March 2018 and taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2018 from being appointed as a director interms of Section 164(2) of the Companies Act 2013; and f. Our Opinion on the adequacy ofthe Internal Financial Controls of the company over the financial reporting and theoperating effectiveness of such controls has been given by us in a separate report in

‘Annexure-B'. g. With respect to the other matters to be includedin the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according toexplanations given to us: (i) The Company has disclosed that there are no pendinglitigations which would impact its standalone financial statements. (ii) The Company didnot have any long term contracts for which there were any material foreseeable 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 [ FRNo: 114841W ]

Partner (CA Ketan N Gada) (Membership No. 106451)

Place : Mumbai Dated : 29.05.2018

ANNEXURE - A TO THE AUDITOR'S REPORT FOR THE Y. E. 31ST MARCH 2018(Referred to in Paragraph (1) of our Report of even date)

(i) a) The Company has generally maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

b) The fixed assets are physically verified by the management in aphased manner over a period of 2 years; which in our opinion is reasonable having regardto the size of the company and the nature of its assets. Pursuant to the program certainfixed assets were physically verified by the management during the year. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.

c) Based on the information & explanation given to us and therecords examined by us and based on the examination of registered sale deed/transferdeed/conveyance deed provided to us we report that the title deeds comprising all theimmovable properties of land and buildings (Including land whose title deeds have beenpledged as security against loan taken by the company) are held in the name of theCompany as at balance sheet date.

(ii) a) The physical verification of inventory & spares has beenconducted at reasonable intervals by the management and no material discrepancies werenoticed on such verification between physical stock and book records.

(iii) In our opinion and according to the information and explanationsgiven to us the Company has not given any loans secured or unsecured to companiesfirms or other parties covered in the register maintained under Section 189 of theCompanies Act 2013.

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

(v) According to the information and explanations given to us theCompany has not accepted any deposits from the public to which the directives issued bythe Reserve Bank of India and the provisions of Section 73 to Section 76 or any otherrelevant provisions of the Companies Act 2013 and the rules framed there under areapplicable.

(vi) According to the information and explanations given to us theCompany is not required to maintain any cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.

(vii) a) According to the information and explanations given to us theCompany is regular in depositing undisputed statutory dues including provident fundIncome tax VAT CST custom duty CessGST and any other statutory dues with theappropriate authorities during the year.

b) According to the information and explanations given to us noundisputed amounts payable in respect of such statutory dues were outstanding as on 31stMarch 2018 for a period of more than six months from the date they became payable.

(viii) On the basis of our examination and according to the informationand explanations given to us the Company has not defaulted in re-payment of its dues tothe Banks and no amounts were borrowed by the Company through Debentures from anyfinancial institution.

(ix) On the basis of our examination and according to the informationand explanations given to us the Company has utilized all loans for the purpose for whichit is obtained.

(x) To the best of our knowledge and belief and according to theinformation and explanations given to us no fraud on or by the Company has been noticedor reported during the course of our audit.

(xi) In our opinion and according to the information and explanationsgiven to us the company has paid/provided managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V of theAct.

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

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

(xiv) The company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.

(xv) The company has not entered into any non-cash transactions withdirectors or persons connected with him.

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

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

Place : Mumbai Dated : 29.05.2018

ANNEXURE -B TO THE AUDITOR'S REPORT FOR THE Y. E. 31ST MARCH 2018(Referred to in Paragraph 2(f) of our Report of even date)

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013

("the Act")

We have audited the internal financial controls over financialreporting of Panache Digilife Limited ("the Company")(Formerly known asVardhaman Technology Private Limited)as of 31st March 2018 in conjunction with ouraudit of the Standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting 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 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.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the standalone Ind AS financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrol over financial reporting includes those policies and procedures that :

(1) Pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone

Ind AS financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould have a material effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting 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 overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2018 basedon 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

(CA Ketan N. Gada)

(Membership No. 106451)

Place : Mumbai

Dated : 29.05.2018