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Vidli Restaurants Ltd.

BSE: 539659 Sector: Services
NSE: N.A. ISIN Code: INE564S01019
BSE 00:00 | 14 Jan Vidli Restaurants Ltd
NSE 05:30 | 01 Jan Vidli Restaurants Ltd
OPEN 7.80
PREVIOUS CLOSE 7.80
VOLUME 1000
52-Week high 26.60
52-Week low 6.41
P/E 12.79
Mkt Cap.(Rs cr) 3
Buy Price 7.03
Buy Qty 1000.00
Sell Price 8.58
Sell Qty 1000.00
OPEN 7.80
CLOSE 7.80
VOLUME 1000
52-Week high 26.60
52-Week low 6.41
P/E 12.79
Mkt Cap.(Rs cr) 3
Buy Price 7.03
Buy Qty 1000.00
Sell Price 8.58
Sell Qty 1000.00

Vidli Restaurants Ltd. (VIDLIRESTAURANT) - Auditors Report

Company auditors report

TO THE MEMBERS OF VIDLI RESTAURANTS LIMITED

Report on the Financial Statements:

We have audited the accompanying standalone financial statements of VIDLIRESTAURANTS LIMITED ("the Company") which comprise the Balance Sheet as at31 March 2018 the Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation.

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 Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance 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 read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand 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 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 financial statementsbased 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 there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial 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 overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

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 Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2018 and its profit and its Cash Flow for the year ended on that date.

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 thematters specified in paragraphs 3 and 4 of the order to the extent applicable.

2. 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 Balance Sheet the Statement of Profit and Loss and the Cash Flow dealt with bythis Report are in agreement with the 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 31March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 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".

g) 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.

For P.D.Saraf & Co.
Chartered Accountants
Firm's Registration N o.109241W
Madhusudan Saraf
Place: Mumbai Partner
Date:12 May 2018 Membership No. 41747

"ANNEXURE A" TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the financial statements of the Company for theyear ended March 31 2018:

(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 ofRs.31065000/- (maximum balance Rs. 32365000/-) 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 comments onthe regularity of receipt of principal amount of the said loan are not given. Interest onthe said loan is charged and is not due for recovery during the year and accordingly ourcomments 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 value added tax cess and anyother statutory dues with the appropriate authorities.

(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 sales-tax service tax customsduty 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 money raised by wayof Initial Public offer amounting to Rs. 13100000/- during the Year Ended 31 March2016 The entire amount of Rs. 13100000/- was applied for the purpose for which thesame was raised.

(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 has been paid or provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act;

(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 theprovisions of clause 3 (xvi) ofthe order are not applicable to the company.

For P.D.Saraf & Co.
Chartered Accountants
Firm's Registration N o.109241W
Madhusudan Saraf
Place: Mumbai Partner
Date:12 May 2018 Membership No. 41747

"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 2018 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' 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 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 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 financial statements whether due to fraud or error.

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 financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the 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 and on the basis of the internal audit report given by the internalauditors the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31 2018 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For P.D.Saraf & Co.
Chartered Accountants
Firm's Registration N o.109241W
Madhusudan Saraf
Place: Mumbai Partner
Date:12 May 2018 Membership No. 41747