You are here » Home » Companies » Company Overview » Talwalkars Healthclubs Ltd

Talwalkars Healthclubs Ltd.

BSE: 541545 Sector: Others
NSE: TALWGYM ISIN Code: INE627Z01019
BSE 00:00 | 19 Feb 1.15 -0.06
(-4.96%)
OPEN

1.15

HIGH

1.15

LOW

1.15

NSE 00:00 | 19 Feb 1.35 -0.05
(-3.57%)
OPEN

1.35

HIGH

1.35

LOW

1.35

OPEN 1.15
PREVIOUS CLOSE 1.21
VOLUME 38050
52-Week high 137.00
52-Week low 1.15
P/E 0.12
Mkt Cap.(Rs cr) 4
Buy Price 1.15
Buy Qty 100.00
Sell Price 1.15
Sell Qty 302.00
OPEN 1.15
CLOSE 1.21
VOLUME 38050
52-Week high 137.00
52-Week low 1.15
P/E 0.12
Mkt Cap.(Rs cr) 4
Buy Price 1.15
Buy Qty 100.00
Sell Price 1.15
Sell Qty 302.00

Talwalkars Healthclubs Ltd. (TALWGYM) - Auditors Report

Company auditors report

TO THE MEMBERS OF TALWALKARS LIFESTYLES LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statementsof Talwalkars Lifestyles Limited ("the Company") which comprise the BalanceSheet as at March 31 2018 the Statement of Profit and Loss including the statement ofOther Comprehensive Income the Cash Flow Statement and the Statement of Changes in Equityfor the year then ended and a summary of the significant accounting policies and otherexplanatory information.

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 standalone Ind AS financial statements that give a true and fairview of the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Indian Accounting Standards) 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 e3ectively 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 standalone 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 standalone Ind AS financial statements. 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. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the standalone Ind ASfinancial 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 overallpresentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is su3cient andappropriate to provide a basis for our audit opinion on the standalone 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 of the state ofa3airs of the Company as at March 31 2018 and its Profit 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 ouraudit.

(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 standalone Statement of Profit and Lossincluding the Statement of Other Comprehensive Income and the Cash Flow Statement andStatement of Changes in Equity dealt with by this Report are in agreement with the booksof account maintained for the purpose of preparation of the standalone Ind AS Financialstatements.

(d) In our opinion the aforesaid standalone Ind AS financialstatements comply with the Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Indian Accounting Standard) Rules 2015 as amended.

(e) On the basis of the written representations received from thedirectors as 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 e3ectiveness 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 has disclosed the impact of pending litigations on itsfinancial position in its financial statements

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 Lakdawala & Associates

(ICAI Regn. No.105518W)

K.P.Lakdawala

Proprietor Membership No.035633

Date: May 18 2018 Place: Mumbai

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in our Report of even date)

1. a. The Company has maintained proper records showing fullparticulars including quantitative details and situation of Fixed Assets.

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

c. According to the information and explanations given by themanagement the title deeds of immovable properties included in fixed assets are held inthe name of the Company.

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 any deposits from the public and thedirectives issued by the Reserve Bank of India and the provisions of sections 73 to 76 orany other relevant provisions of the Companies Act and the rules framed there under arenot applicable to the Company.

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 regular in depositing undisputed statutory dues of Service Tax Value AddedTax Income Tax Goods and Service Tax (GST) and other material statutory dues applicableto it.

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 the loans were raised.

10. Based on the information and explanation given to us no materialfraud by the Company or any fraud on the Company by its o3cers 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 provisions of clause3(xii) of the Order is not applicable to the Company.

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 notes tostandalone Ind AS financial statements 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 not made preferentialallotment of shares or private placement of shares or fully or partly convertibledebentures during the year.

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 Lakdawala & Associates

(ICAI Regn. No.105518W)

K.P.Lakdawala

Proprietor Membership No.035633

Date: May 18 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 Lifestyles Limited ("the Company") as of March 31 2018in conjunction with our audit of the standalone Ind AS 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 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 e3ectively forensuring the orderly and e3cient 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 e3ectively 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 e3ectiveness. 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 e3ectiveness 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 financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is su3cient 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 e3ect on the 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 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 of India and the company's internalfinancial controls over the financial reporting were operating e3ectively as of March 312018.

For Lakdawala & Associates

(ICAI Regn. No.105518W)

K.P.Lakdawala

Proprietor

Membership No.035633

Date: May 18 2018

Place: Mumbai