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Vidli Restaurants Ltd.

BSE: 539659 Sector: Services
NSE: N.A. ISIN Code: INE564S01019
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NSE 05:30 | 01 Jan Vidli Restaurants Ltd
OPEN 25.55
PREVIOUS CLOSE 25.55
VOLUME 1000
52-Week high 26.85
52-Week low 9.63
P/E 41.89
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.55
CLOSE 25.55
VOLUME 1000
52-Week high 26.85
52-Week low 9.63
P/E 41.89
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vidli Restaurants Ltd. (VIDLIRESTAURANT) - Auditors Report

Company auditors report

TO THE MEMBERS OF VIDLI RESTAURANTS LIMITED

Report on the Financial Statements:

Opinion

We have audited the accompanying financial statements of VIDLI RESTAURANTS LIMITED(“the Company”) which comprise the Balance Sheet as at 31st March2020 the Statement of Profit and Loss and the Cash Flow Statement for the year thenended and notes to the financial statement including a summary of the significantaccounting policies and other explanatory information.

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 (“Act”) in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2020 and its profit and itsCash Flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards of Auditing (SAs) specifiedunder Section 143 (10) of the Act. Our responsibilities under those SAs 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 together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

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.

Key Audit Matter How the Matter was addressed in our audit
Use of Trade Mark
The company has rights to use / grant the Trade Mark "KAMATS" from Kamats Holiday Resorts Silvassa Limited and "VITHAL KAMATS" from Dr. Vithal Kamat by virtue of Agreements with the Respective Parties for Use of Copy Right Mark / Trade Mark. The company earns Fees for use of these Trademarks. In turn the Company pays Royalty to the above two Parties for Use of their Trade Marks. We have seen the relevant agreements entered into by the Company and the other parties and verified the correctness of the same.
Revenue Recognition
We identified revenue recognition as a key audit matter because the Company and its external stakeholders focus on revenue as a Key Performance indicator. This could result in a risk that revenues are overstated or recognized before control has been transferred. In view of the significance of the matter we applied the following audit procedures in this area amongst others to obtain sufficient appropriate audit evidence:
Initial fee for providing services for setting up restaurants and for future services is recognized upon rendering of services in accordance with relevant agreement and cost incurred. Franchise Fee for operation of restaurants by Franchisees is recognized on accrual basis in accordance with relevant agreement. 1. We assessed the appropriateness of the revenue recognition accounting policies by comparing with applicable accounting standards.
2. We evaluated the design of key controls and operating effectiveness of the relevant key controls with respect to revenue recognition on selected transactions.
3. We performed substantive testing for the revenue transactions using statistical sampling and tested the underlying documents supporting the sales.
4. We carried out analytical procedures on revenue recognised during the year to identify unusual variances.
Unsecured Loan
The Company has granted an unsecured loan of Rs. 28065000/- to one of the companies in which director is interested viz Kamats Holiday Resorts (Silvassa) Limited. We have reviewed the Loan Agreement Executed between Company and Kamats Holiday Resorts (Silvassa) Limited.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises of Management Reports such as Board's ReportManagement Discussion and Analysis but does not include the Standalone financialstatements and our Auditor's Report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

If based on the work we have performed on the other information that we obtained priorto the date of this Auditor's Report we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's Responsibility for the Standalone Financial Statements:

The Company's management and Board of Directors is responsible for the matters statedin Section 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 thestate of affairs its profit and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as going concern disclosingas applicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors is 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 that 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 decision of theusers taken on the basis of theses 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 omission misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in circumstances. Under Section 143 (3) (i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial control with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and reasonableness ofaccounting estimates and related disclosure made by management.

• Conclude on appropriateness of management's use of the going concern basis ofaccounting 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. If we conclude that a material uncertainty existswe are required to draw attention in our Auditor's Report to the related disclosure areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of Auditor's Report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentations structure and content of the standalonefinancial statements including the disclosure and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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 through to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our Auditor's Report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so should reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors 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 the mattersspecified in paragraphs 3 and 4 of the order to the extent applicable.

2. (A) 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 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 Standalone Balance Sheet the standalone Statement of Profit and Loss(including other comprehensive income) the standalone statement of changes in equity andthe standalone statement of the Cash Flows dealt with by this Report are in agreement withthe 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 the written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2020 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 with reference tofinancial statements of the company and the operating effectiveness of such controlsrefer to our separate report in “Annexure B”.

(B) 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 the explanations given to us:

i. The Company does not have any pending litigations which would impact its financialposition

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any 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.

(C) With respect to the matter to be included in the Auditor's Report under Section 197(16) :

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to a Ms. Vidhi v. Kamat Managing Director for the theFinancial Year 2019-20 is in excess of the Limits as laid down per section 197(10) ofCompanies Act 2013.

For P.D.Saraf & Co.
Chartered Accountants
Firm's Registration No.109241W
Madhusudan Saraf
Partner
Membership No. 41747
Place: Mumbai
Date: 25th June 2020.
UDIN : 20041747AAAAAQ4937

“ANNEXURE A” TO THE INDEPENDENT AUDITORS' REPORT

With reference to the Annexure referred to in paragraph 1 under the heading‘Report on Other Legal & Regulatory Requirement' of the Independent Auditor'sreport to the members of Vidli Restaurants Limited on the Standalone financial statementsfor the year ended March 31 2020 we report that:

(i) In respect of the Company's fixed assets

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets installed at its various units.

(b) According to the information and explanations given to us some of the fixed assetshave been physically verified during the year by the management in accordance with aphased programme of verification which in our opinion provides for physical verificationof all the fixed assets at reasonable intervals. No material discrepancies were noticed onsuch verification.

(c) According to the information and explanations given by the management the titledeeds of immoveable properties included in fixed assets are held in the name of theCompany.

(ii) In respect of its Inventories

(a) As explained to us physical verification of inventories has been conducted by themanagement at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) On the basis of our examination of the Inventory records of the company we are ofthe opinion that the company is maintaining proper records of its inventories.Discrepancies which were noticed on physical verification of inventory as compared tobook records were not material and have been properly dealt with in the books ofaccounts.

(iii) In respect of the loans secured or unsecured granted to companies firmsLimited Liability Partnership or other parties covered in the Register maintained underSection 189 of the Companies Act 2013. The company has granted an unsecured loan of Rs.28065000/- (maximum balance Rs. 31065000/-) to one of the companies in whichdirector is interested viz Kamat Holiday Resorts (Silvassa) Limited.

(a) In our opinion and according to the information and explanations given to us theterms and conditions of such loans are not prejudicial to the companies' interest.

(b) The above loan is not due for refund during the year and accordingly our commentson the regularity of receipt of principal amount of the said loan are not given. Intereston the said loan is charged and is not due for recovery during the year and accordinglyour comments on the regularity of receipt of interest of the said loan are not given.

(c) There was no overdue amount in respect of principal amount and interest.

(iv) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013in respect of loans investments guarantees and security.

(v) The company has not accepted deposits from the public within the meaning ofsections 73 to 76 or any other relevant provisions of the Companies Act 2013 and therules framed there under Hence the clause (v) of the Order is not applicable to thecompany.

(vi) To the best of our knowledge and according to the information and explanationsgiven to us the central government has not prescribed the maintenance of cost recordsunder Section 148(1) of the Companies Act 2013 for any services rendered by the Company.

(vii) (a) The company has generally been regular in depositing undisputedstatutory dues including provident fund employees' state insurance income-taxsales-tax service tax duty of customs duty of excise GST value added tax cess andany other statutory dues with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees State Insurance Income-Tax Goods andService tax Duty of Customs Cess and other material statutory dues were in arrears as at31 March 2020 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the documents and records there are no cases of non-deposit withappropriate authorities of disputed dues of income tax GST sales-tax service taxcustoms duty excise duty value added tax cess.

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowings to afinancial institution bank or government. The Company has not issued any debentures andhence default or otherwise on payments to debenture holders is not applicable.

(ix) According to the information and explanations given to us the Company has notraised moneys by way of initial public offer or further public offer (including debtinstruments) and term loans during the year

(x) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

(xi) Based upon the audit procedures performed and the information and explanationsgiven to us the Managerial Remuneration paid by the Company to Ms. Vidhi V. KamatManaging Director for the Financial Year 2019-20 is in excess of the Limits as laid downby the provisions of section 197 and other applicable provisions of the companiesAct2013. If Any.

(xii) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

(xiv) Based upon the audit procedures performed and the information and explanationsgiven to us the company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review.Accordingly the provisions of clause 3 (xiv) of the Order are not applicable.

(xv) Based upon the audit procedures performed and the information and explanationsgiven to us the company has not entered into any non-cash transactions with directors orpersons connected with him. Accordingly the provisions of clause 3 (xv) of the Order arenot applicable.

(xvi) In our opinion the company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi)of the order are not applicable to the company.

For P.D.Saraf & Co.
Chartered Accountants
Firm's Registration No.109241W
Madhusudan Saraf
Partner
Membership No. 41747
Place: Mumbai
Date: 25th June 2020.
UDIN : 20041747AAAAAQ4937

“ANNEXURE B” TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF VIDLI RESTAURANTS LIMITED

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 VidliRestaurants Limited (“the Company”) as of March 31 2020 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols were operating effectively as at 31 March 2020 based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India ( the “ Guidance Note” )

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial control withreference to Standalone financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as “ the Act”).

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the “Guidance Note”) and the Standards onAuditing issued by ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlswith reference to financial statements both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 with reference to standalonefinancial statements included obtaining an understanding of internal financial controlsassessing 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 judgement 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 with Reference to Financial Statments

A company's internal financial control with reference to financial statements 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 withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions 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 financial statements.

Inherent. Limitations of Internal Financial Controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with respect to financial statements to future periods are subject to the riskthat the internal financial control with reference to standalone financial statement maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

For P.D.Saraf & Co.
Chartered Accountants
Firm's Registration No.109241W
Madhusudan Saraf
Partner
Membership No. 41747
Place: Mumbai
Date: 25th June 2020.
UDIN : 20041747AAAAAQ4937

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