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S Kumars Online Ltd.

BSE: 532316 Sector: IT
NSE: N.A. ISIN Code: INE827A01018
BSE 00:00 | 11 Mar S Kumars Online Ltd
NSE 05:30 | 01 Jan S Kumars Online Ltd
OPEN 0.91
PREVIOUS CLOSE 0.91
VOLUME 26
52-Week high 1.68
52-Week low 0.76
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.90
Buy Qty 155.00
Sell Price 0.90
Sell Qty 1474.00
OPEN 0.91
CLOSE 0.91
VOLUME 26
52-Week high 1.68
52-Week low 0.76
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.90
Buy Qty 155.00
Sell Price 0.90
Sell Qty 1474.00

S Kumars Online Ltd. (SKUMARSONLINE) - Auditors Report

Company auditors report

To the members

S Kumars Online Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of S Kumars Online Limited("the Company") which comprise the Balance Sheet as at 31 March 2019 theStatement of Profit and Loss (including other Comprehensive Income) the st Statement ofChanges in Equity) and the Statement of Cash Flows for the year ended on that date andnotes to the standalone financial statements including a summary of significantaccounting policies and other explanatory information (hereinafter referred to as"the Financial Statements") Subject to

(1) Refer Note No 24 to the standalone audited financial statement of the Company hasbeen incurring constant losses and also the net worth of the Company has been fullyeroded. Further the Company has also discontinued all its major line of business and ithas also been facing cash-flow mismatches and as of 31st March 2019 the Companyliabilities exceeded its assets. These factors along with other matters as set forth insaid note raise substantial doubt about the Company's ability to continue as a goingconcern in the foreseeable future. However the Company's standalone financial statementhas been prepared on going concern basis. If the management is not able to infuse adequatemoney on appropriate time than the going concern assumption might get impacted. Howeverthe standalone financial Statement of the Company is prepared on going concern basis.

(2) The Company has not carried outActuarial valuation as per the recommendations ofIndAS 15 "Employee Benefits" and instead provided for Gratuity on accrual basisas per Management Estimates. The amount of shortfall in such provision is currentlyunascertainable since the Actuarial Valuation was not carried out. However the managementis of the opinion that the provision created in the books is sufficient considering thenumber of employees.

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 the IndiaAccounting Standards prescribed under Section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2019 the loss and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (CAI) togetherwith the ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics issued by the ICAI. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.

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. We have determined the following matter to be the Keyaudit matter to be communicated in our Report.

Key Audit Matter Auditor's Response
The Company has been incurring constant losses and also the net worth of the Company has been fully eroded. Further the Company has also discontinued all its major line of business and it has also been facing cash-flow mismatches and as of 31st March 2019 the Company liabilities exceeded its assets. The Company has been incurring constant losses and the net worth of the Company has also been fully eroded. Further the Company has also discontinued all its major line of business and it has also been facing cash-flow mismatches and as of 31st March 2019 the Company liabilities exceeded its assets. These factors along with other matters as set forth in said note raise substantial doubt about the Company's ability to continue as a going concern in the foreseeable future. The Management of the Company is looking for revival plan of the Company but there has not been any concerate strategy worked out by the management or any new/ existing business lined up by the company in near future. However the Company's standalone financial statement has been prepared on going concern basis.
These factors along with other matters as set forth in said note raise substantial doubt about the Company's ability to continue as a going concern in the foreseeable future. However the Company's standalone financial statement has been prepared on going concern basis. If the management is not able to infuse adequate money on appropriate time than the going concern assumption might get impacted. However the standalone financial Statement of the Company is prepared on going concern basis.
The Company as stated above has been facing liquidity issues as hence there has been delay's in payment of statutory liabilities of the company. We have observed that there has been delay's payment of statutory liabilities filing of returns by the company in view of cash flow mismatches the same has been adequately disclosed in Companies (Auditor's Report) Order 2016.

Information Other than the standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the standalone financial statements and our auditor's report thereon. Our opinionon the standalone financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon. In connection with our audit of thestandalone financial statements Our responsibility is to read the other information andin doing so consider whether the other information is materially inconsistent with thestandalone financial statements or our knowledge obtained during the course of our auditor otherwise appears to be materially misstated. If based on the work we have performedwe conclude that there is a material misstatement of this other information we arerequired to report that fact. We have nothing 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 Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financialperformance total Comprehensive Income changes in equityand cash flows of the Company inaccordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing 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 standalonefinancial statement that give a true and fair view and are free from materialmisstatement 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 Responsibilities for theAudit 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 canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements. As a part of an audit inaccordance with the SAs we exercise professional judgment and maintain professionalscepticism throughout theAudit.

We also:

• Identify and assess the risk 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 of 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 controls 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 an opinion on whether theCompany has adequate internal financial controls system 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 the Company'sability to continue as a going concern. Ifwe 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 standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

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 Companies Act 2013 we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of theAct 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 Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of accounts.

d) In our opinion the aforesaid standalone financial statements comply with the Ind Asspecified under Section 133 of theAct read with Rule 7 of the Companies (Accounts) Rules2014.

e) On the basis of the written representations received from the Directors as on31stMarch 2019 taken on record by the Board of Directors none of the Directors isdisqualified as on 31stMarch 2019 from being appointed as a director in terms of Section164 (2) 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 "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of Section 197(6) of the Act as amended Rule 11 of theCompanies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements.

ii. The Company does not have long-term contracts including derivative contractsrequiring provision for material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

h) The Company's Company secretary has resigned during the year under review on 31stJanuary 2019 thereafter the Company has not Company Secretary the same is not in line withsection 203 of the Act. Further due to the reasons as stated above the said standalonefinancial statement are not signed by Company Secretary.

For S K H D & Associates
Chartered Accountants
Firm Registration No. 105929 W
Sd/-
Krunal Furia
Partner
Mumbai 30th May 2019 Membership No. - 151805

Annexure A to the Independent Auditors' Report (Referred to in our report of even date)

In terms of the information and explanations given to us and the books and recordsexamined by us and on the basis of such checks as we considered appropriate we furtherreport as under:

(i) Fixed Assets:

a) In our opinion the Company is maintaining proper records showing the relevantparticulars including quantitative details of its fixed assets.

b) The Company has conducted a physical verification of its fixed asset during theyear. Further the Company is in process of tagging individual fixed assets. There were nodiscrepancies noticed on such verification.

c) In our opinion and according to information and explanations given to us and on thebasis of an examination of the records of the Company the company does not have anyimmovable properties.

(ii) Inventories:

As explained to us the management has conducted physical verification of inventory asat the close of the year despite of the fact that Company has written off the saidinventory in its books as the same is old and does not have any realizable value.

The discrepancies noticed on such verification between physical inventories and thebook records which were material in relation to the operations of the Company have beenproperly dealt with in the Company's books of account.

(iii) Loans & Advances granted and taken:

During the year the Company has not granted any loans and advances secured orunsecured to any parties covered in the register maintained under Section 189 of theCompanies Act.

(iv) Compliance of Sec 185 and 186 of Companies Act 2013

In our opinion in respect of loans investments guarantees and security provisionsof section 185 and 186 of the Companies Act 2013 have been complied with.

(v) Public Deposits:

According to the information and explanations given to us the Company has not accepteddeposits as per the directives issued by Reserve Bank of India and the provisions ofSections 73 and 76 or any other relevant provisions of theAct and the rules framed thereunder.

(vi) Cost Records:

As explained to us maintenance of cost records under of section 148(1) of the Act isnot applicable to the Company during the year under review.

(vii) Statutory Dues:

a) As per the records verified by us there had been delays/defaults in depositing thestatutory dues involving Provident Fund Profession Tax Income-tax (TDS) with theappropriate authorities dues outstanding for a period exceeding six months is on accountof profession Tax of Rs 7200.

We were explained that the statutes pertaining to Employees' State InsuranceCorporation Excise Duty Customs Duty are not applicable to the Company during the yearunder review.

b) According to the information and explanations given to us there were no disputeddues of Sales Tax and Income Tax which have not been deposited by the Company during theyear under review except in respect of Income Tax matters as per the details given below:

Authority Nature of Dues Amount (Rs.) Assessment Year Forum
Income Tax Department Income Tax and Interest 82073960 2002-2003 Mumbai High Court

(viii) Dues to Financial Institutions/Banks/Debenture Holders:

As per the records verified by us and based on our audit procedures there were nosecured loans taken by the Company during the current year. The Company has not issued anydebentures during the year under review.

(ix) Utilization of funds raised:

As per the records verified by us and based on our audit procedures the Company hasnot raised moneys by way of initial public offer or further public offer (including debtinstruments) and no term loans were taken by the Company during the current year.

(x) Frauds:

To the best of our knowledge and belief and according to the information andexplanations given to us no material fraud on or by the Company by its officers oremployees during the year was noticed or reported nor have we been informed of such caseby the management.

(xi) Managerial remunerations:

As per the Company's records managerial remuneration paid by the Company is inaccordance with section 197 of the Act read with schedule V.

(xii) Nidhi Company

According to the information and explanation given to us the Company is not a NidhiCompany as prescribed under Section 406 of theAct.Accordingly paragraph 3(xii) of theorder is not applicable to the Company.

(xiii) Related Party Transaction

According to the information and explanation given to us all the transactions with therelated parties are in compliance with sections 177 and 188 of Companies Act 2013 whereapplicable and the details have been disclosed in the standalone Financial Statements asrequired by the applicable accounting standards;

(xiv) Preferential or private allotment

According to the information and explanation given to us and based on our examinationof records of the Company the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year under review

(xv) Non cash transaction with Directors

According to the information and explanation given to us and based on our examinationof records of the Company the company has not entered into non-cash transactions withdirectors or persons connected with him

(xvi) Non Banking Financial Institution

According to the information and explanation given to us the company is not requiredto be registered under section 45-IAof the Reserve Bank of IndiaAct 1934.Accordinglyparagraph 3(xvi) is not applicable.

For S K H D & Associates
Chartered Accountants
Firm Registration No. 105929W
Sd/-
Krunal Furia
Partner
Mumbai 30th May 2019 Membership No. 151805

Annexure B to the Independent Auditors' Report

(Referred to in 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 attached standalone financial statements of S Kumars Online Limited(hereinafter referred to as "the Company") as at 31st March 2019 in conjunctionwith our audit of the standalone 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 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 ("the 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.

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 the ICAI deemed tobe prescribedunder section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those standards and the Guidance Note that we comply withethical requirements and plan and perform the audit toobtain reasonable assurance aboutwhether adequate 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 financial statements whether due to fraud orerror.

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 to permitpreparation of standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; 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 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 2019 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 S K H D & Associates
Chartered Accountants
Firm Registration No. 105929W
Sd/-
Krunal Furia
Partner
Mumbai 30th May 2019 Membership No. 151805