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Talwalkars Better value Fitness Ltd.

BSE: 533200 Sector: Others
NSE: TALWALKARS ISIN Code: INE502K01016
BSE 00:00 | 22 Mar Talwalkars Better value Fitness Ltd
NSE 05:30 | 01 Jan Talwalkars Better value Fitness Ltd
OPEN 1.45
PREVIOUS CLOSE 1.45
VOLUME 30842
52-Week high 2.88
52-Week low 1.45
P/E 1.84
Mkt Cap.(Rs cr) 4
Buy Price 1.52
Buy Qty 5000.00
Sell Price 1.45
Sell Qty 17598.00
OPEN 1.45
CLOSE 1.45
VOLUME 30842
52-Week high 2.88
52-Week low 1.45
P/E 1.84
Mkt Cap.(Rs cr) 4
Buy Price 1.52
Buy Qty 5000.00
Sell Price 1.45
Sell Qty 17598.00

Talwalkars Better value Fitness Ltd. (TALWALKARS) - Auditors Report

Company auditors report

TO THE MEMBERS OF TALWALKARS BETTER VALUE FITNESS LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statementsof Talwalkars Better Value Fitness Limited ("the Company") which comprise theBalance Sheet as at March 31 2018 the Statement of Profit and Loss (including OtherComprehensive Income) the statement of Changes in Equity the Cash Flow Statement for theyear then ended and a summary of the significant accounting policies and otherexplanatory information (herein after referred to as "Ind AS financialstatements").

Management's Responsibility for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in Section 134 (5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act read with Rule 4 of the Companies (Indian AccountingStandards) Rules 2015 as amended.

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 Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind ASfinancial statements based on our audit.

We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the Ind AS financial statements. 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. Inmaking those risk assessments the auditor considers internal financial control relevantto the Company's preparation of the financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances. Anaudit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as wellas evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India including the IndAS of the state of affairs of the Company as at March 31 2018 its financial performanceincluding Other Comprehensive Income changes in equity and its cash flows for the yearended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we enclose in the

"Annexure A" a statement on the matters specified in theparagraph 3 and 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of our auditwith the exception of the following:

i) Pursuant to the scheme of arrangement for Demerger with effect fromthe Appointed Date of April 01 2016 the Gymnasium business of the Company standstransferred to the newly formed Company namely "Talwalkars Lifestyles Limited"(Resulting Company). The scheme of arrangement has been given effect in the financialstatements by transferring the carrying amount of assets and liabilities as identified bythe management pertaining to the Gymnasium business with effect from the Appointed Date.Also the Income and Expenses of the Demerged Company ("the Company") have beendetermined based on management evaluation of relevant business activities to be continuedin the Demerged Company. Hence we have relied on the management's evaluation forsegregation of accounts.

ii) We have not received independent confirmation for certain FinancialAssets and Liabilities. In the absence of those confirmation/ reconciliation the balanceappearing in the books of accounts have been adopted as the basis for preparation ofannual accounts.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the statement of Changes in Equity and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid Ind AS financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Rule 4 ofthe Companies (Indian Accounting Standards) Rules 2015. However the accounting impact ofCompany's policy on impairment of assets needs to be reviewed at regular intervals.

(e) On the basis of the written representations received from thedirectors as on March 31 2018 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2018 from being appointed as a director in termsof Section 164 (2) of the Act.

(f ) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate report in "Annexure B".

(g) With respect to the other matters to be included in theAuditor'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 to theexplanations given to us:

i. The Company does not have any pending litigations which would impactits financial position.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

For M. K. Dandeker & Co.

(ICAI Regn. No. 000679S)

S. Poosaidurai

Partner Chartered Accountants Membership No. 223754

Date: May 07 2018 Place: Mumbai

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in our Report of even date)

1. a. The Company is maintaining records showing most of theparticulars of assets except in case of certain assets quantitative details and situationof fixed assets needs to be updated.

b. The Fixed Assets have been physically verified by the Management atregular Intervals and no material discrepancies were noticed on such verification.

c. The title deeds of immovable properties are held in the name of theCompany.

2. Physical verification of inventory has been conducted at reasonableintervals by the management and no material discrepancies were noticed on suchverification.

3. The Company has granted interest free unsecured loans to itsSubsidiary Companies covered in the register maintained under section 189 of the CompaniesAct 2013.

a. The terms and conditions of the grant of such loans are notprejudicial to the Company's interest.

b. The terms of arrangements do not stipulate any repayment scheduleand the loans are repayable on demand. Accordingly paragraph 3 (iii) (b) and (c) of theOrder is not applicable.

4. According to the information and explanations given to us theCompany has complied with provisions of section 185 and 186 of the Companies Act 2013 inrespect of loans investments guarantees and security given by the Company.

5. The Company has not accepted deposits and the directives issued bythe Reserve Bank of India and the provisions of sections 73 to 76 or any other relevantprovisions of the Companies Act and the rules framed there under are not applicable to theCompany.

6. The maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act is not applicable tothe Company.

7. a. According to the information and explanations given to us theCompany is generally regular in depositing undisputed statutory dues including income-taxservice tax duty of customs goods and service tax value added tax cess and any otherstatutory dues with the appropriate authorities.

b. According to the information and explanation given to us theCompany has no statutory dues which have not been deposited on account of disputes.

8. The Company has not defaulted in repayment of loans or borrowings toa financial institution bank Government or dues to debenture holders.

9. The moneys raised by way of debt instruments and term loans weregenerally applied for the purposes for which those are raised.

10. Based on the information and explanation given to us no materialfraud by the Company or any fraud on the Company by its officers or employees has beennoticed or reported during the year.

11. According to the information and explanations given to us and basedon our examination of the records of the Company the managerial remuneration has beenpaid or provided in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V of the Companies Act 2013.

12. The Company is not a Nidhi Company and hence paragraph 3 (xii) ofthe Companies (Auditor's Report) Order 2016 is not applicable.

13. According to the information and explanations given to us and basedon our examination of the records of the Company all transactions with the relatedparties are in compliance with sections 177 and 188 of the Companies Act 2013 whereapplicable and the details of such transactions have been disclosed in the financialstatements as required by the applicable accounting standards.

14. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has made preferentialallotment of equity shares during the year under review and the requirement of Section 42of the Companies Act 2013 have been complied with and the amount raised have been usedgenerally for the purpose for which the funds were raised.

15. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered into anynon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable.

16. The Company is not required to be registered under section 45-IA ofthe Reserve Bank of India Act 1934.

For M. K. Dandeker & Co.

(ICAI Regn. No.000679S)

S. Poosaidurai

Partner Chartered Accountants Membership No.223754

Date: May 07 2018 Place: Mumbai

ANNEXURE - B TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in our Report of even date)

Report on the Internal Financial Controls under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Talwalkars Better Value Fitness Limited ("the Company") as of March31 2018 in conjunction with our audit of the standalone Ind AS financial statements ofthe Company for the year ended on that 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 (the"Guidance Note"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information 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 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 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 judgement including the assessment ofthe risks of material misstatement of the Ind AS financial statements whether due tofraud 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 internalfinancial controls 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 financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 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.

Modified opinion on operating effectiveness of Internal FinancialControls over Financial Reporting and adequacy of such controls:

According to the information and explanations given to us and based onour audit the following material weakness has been identified both in the operatingeffectiveness and the Company's internal financial controls over the financialreporting as at March 31 2018;

The Company's operating effectiveness and internal control systemfor Revenue from Operations with regard to Fees and Subscription is not commensurate withthe size of the Company and the same needs to be strengthened by the Management.

A ‘material weakness' is a deficiency or a combination ofdeficiencies in internal financial control over financial reporting such that there is areasonable possibility that a material misstatement of the company's annual or interimfinancial statements will not be prevented or detected on a timely basis.

In our opinion the company has maintained adequate internal financialcontrols over financial reporting as of March 31 2018 based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia and except for the effects/ possible effects of the material weaknesses describedabove on the achievement of the objectives of the control criteria the company'sinternal financial controls over the financial reporting were operating effectively as ofMarch 31 2018.

We have considered the material weaknesses identified and reportedabove in determining the nature timing and extent of audit tests applied in our audit ofthe Ind AS financial statements of the Company and these material weaknesses does notaffect our opinion on the Ind AS financial statements of the Company.

For M. K. Dandeker & Co.

(ICAI Regn. No.000679S)

S. Poosaidurai

Partner Chartered Accountants Membership No.223754

Date: May 07 2018 Place: Mumbai

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