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Wellness Noni Ltd.

BSE: 531211 Sector: Others
NSE: N.A. ISIN Code: INE571H01017
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NSE 05:30 | 01 Jan Wellness Noni Ltd
OPEN 5.50
PREVIOUS CLOSE 5.50
VOLUME 100
52-Week high 8.27
52-Week low 2.93
P/E
Mkt Cap.(Rs cr) 2
Buy Price 5.75
Buy Qty 300.00
Sell Price 5.25
Sell Qty 500.00
OPEN 5.50
CLOSE 5.50
VOLUME 100
52-Week high 8.27
52-Week low 2.93
P/E
Mkt Cap.(Rs cr) 2
Buy Price 5.75
Buy Qty 300.00
Sell Price 5.25
Sell Qty 500.00

Wellness Noni Ltd. (WELLNESSNONI) - Auditors Report

Company auditors report

To

The Members of Wellness Noni Ltd Chennai Report on the Financial Statements

We have audited the accompanying financial statements of Wellness Noni Ltd ("theCompany") which comprise the Balance Sheet as at March 31 2019 the Statement ofProfit & Loss and Cash Flow Statement for the year ended and a summary of significantaccounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ('the Act') with respect to thepreparation of these 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 Companies (Accounts) Rules2014. This responsibility includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; design implementation and maintenance of adequate internal financial controlsthat are operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the Accounting and AuditingStandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

1. 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.

2. An audit involves performing procedures to obtain audit evidence about the amountsand 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 but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's management and Board of Directors aswell as evaluating the overall presentation of the financial statements.

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

Basis for Disclaimer Opinion

1. As brought is in our Report last year one of the items of Company's Fixed Assetsnamely Land and Land Development is being carried at Rs. 15807500/- (Rupees One CroreFifty Eight Lakhs Seven Thousand Five Hundred Only) in the Balance Sheet as on 31st March2019. We are unable to obtain sufficient and appropriate audit evidence about the carryingCost of the Land and Land Development stated above in the Fixed Assets Schedule (Note 6 toBalance Sheet).

2. As brought is in our Report last year further we are not able to obtain sufficientand appropriate audit evidence about the amount of Investments (both Quoted and Unquoted)in the books of Investee Companies. Consequently we are not able to determine whether anyadjustments to the Investment Amount are necessary in the light of absence of informationregarding the companies in which the Company holds investments as on Balance Sheet dateto the extent of Rs. 3778855/- (Rupees Thirty Seven Lakhs Seventy Eight Thousand EightHundred and Fifty Five only) as stated in Note 7 to Balance Sheet.

3. As brought is in our Report last year according to the information and explanationsgiven to us by Management the Company carries a Loss of Rs.12716580 /- (Rupees OneCrore Twenty Seven Lakhs Sixteen Thousand Five Hundred and Eighty only) as earlier year'sloss under Intangible Asset in Note 6 to Balance Sheet. We understand that the Board hadin an earlier year passed a Resolution to this effect to treat the said loss as IntangibleAsset in the Balance Sheet.

4. According to the information and explanations given to us by Management the Companyhas not paid VAT for the FY 2016-17 an amount of Rs.1107986/-(Rupees Eleven Lakhs SevenThousand Nine Hundred Eighty Six Rupees Only) as stated in Note 4 to Balance Sheet.

Disclaimer Opinion

4. In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matters described in the Basis forDisclaimer Opinion Paragraph the financial statements give the information required bythe Act in manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

(a) in the case of Balance Sheet of the state of affairs of the Company as at 31stMarch 2019;

(b) in the case of the Profit & Loss Account of its Profit for the year ended onthat date; and

(c) in the case of the Cash Flow Statement of the cash flows for the year ended onthat date.

Report on Other Legal and Regulatory Requirements

5. 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 section143 ofthe Act we give in the Annexure a statement on the matters Specified in paragraphs 3 and4 of the Order.

6. As required by section 143(3) of the Act we further 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 purpose of our audit.

b) Except for the effects of the matters described in the Basis for Qualified Opinionparagraph above in our opinion proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books.

c) the Balance Sheet Statement of Profit & Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account;

d) Except for the possible effects of the matters described in the Basis for QualifiedOpinion Paragraph in our opinion the financial statements comply with the applicableAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) The matter described in the Basis for Qualified Opinion paragraph above in ouropinion may have an adverse effect on the functioning of the Company.

f) On the basis of written representations received from the Directors as on 31st March2019 and taken on record by the Board of Directors none of the Directors is disqualifiedas on 31st March 2019 from being appointed as a Director in terms of Section 164(2) ofthe Act.

g) The Qualifications relating to the maintenance of accounts and other mattersconnected therewith are as stated in the basis for Qualified Opinion Paragraph above.

h) In our opinion and to the best of our knowledge and according to the information andexplanations given to us we report as under with respect to other matters to be includedin the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014:

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; assuch the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year underreport to transfer any sums to the Investor Education and Protection Fund. Hence thequestion of delay in transferring such sums does not arise.

Swaroop Anand & Co.

Chartered Accountants

Registration No. 4324

R.S.T. Swaroop Anand

Membership No. 28457

Place : Chennai

Date : 30th May 2019

ANNEXURE- A

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 WellnessNoni Limited ("the Company") as of March 31 2019 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that 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. 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 168 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 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 financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance 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 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 March 31 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.

Swaroop Anand & Co.

Chartered Accountants

Registration No. 4324

R.S.T. Swaroop Anand

Membership No. 28457

Place : Chennai

Date : 30th May 2019

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 2 under the heading of "Report on Other Legal andRegulatory Requirements" of our Report of even date

1. In respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.

(b) The Company has a programmed of verification of Fixed Assets to cover all theitems which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the programme certain Fixed Assets were physicallyverified by the Management during the year. According to the information and explanationsgiven to us no material discrepancies were noticed on such verification.

2. According to the information and explanations furnished to us

a) Physical verification of its inventories has been conducted during the year by theManagement. In our opinion the frequency of the verification is reasonable.

b) In our opinion the procedures of physical verification of inventories followed bythe Management are reasonable and adequate in relation to the size of the Company andnature of its business.

c) In our opinion the Company is maintaining proper records of inventories. Thediscrepancies noticed on physical verification of the inventories were not material inrelation to the operations of the Company and the same have been properly dealt with inthe books of accounts.

3. The Company has not granted any Loans secured or unsecured to companies firms orother parties covered in the register maintained under Sec. 189 of the Act.

4. The Company does not have any outstanding Loans Investments and has not given anyGuarantees in contravention of Sec. 185 and 186 of Companies Act 2013.

5. The Company has not accepted any Deposits from the public covered under Section 73to 76 of the Companies Act 2013.

6. To the best of our knowledge and information provided to us the Company is notrequired to maintain Cost Accounting Records under sub-section (1) of Section 148 of theAct.

7. (a) According to the information and explanations given to us and based on therecords of the Company examined by us the Company is regular in depositing the undisputedstatutory dues including Provident

Fund Employees' State Insurance Income-tax Goods & Service Tax Wealth TaxService Tax Custom Duty Excise Duty and other material statutory dues as applicableExcept Sales Tax (VAT) which is payable with the appropriate authorities in India;

The company has Sales Tax (VAT) arrears as at the last day of the financial yearconcerned for a period of more than six months from the date they became payable. Thedetails are as follows.

Statute Nature of the Dues Period to which amount relates Outstanding Dues
Sales Tax/VAT Laws Sales Tax/VAT FY 2015-16: April 2015 to September 2015 Rs. 296721/-
FY 2016-17: April 2016 to March 2017 Rs. 811265/-

(b) According to the information and explanations given to us and based on the recordsof the Company examined by us there are no dues of Income Tax Wealth Tax Goods &Service Tax Service Tax Customs Duty and Excise Duty which have not been deposited onaccount of any disputes.

8. As per Information and Explanations given to us there are no Loans or borrowing dueto Financial Institution Bank Government or dues to Debenture holders.

9. Based on our examination and information given to us Moneys raised by way ofInitial Public Offer or Further Public Offer (including debt instruments) and Term Loanswere applied for the purposes for which those are raised.

10. To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company has been noticedor reported during the year.

11. As per our Examination of Books of Accounts and information and explanationsprovided to us No Managerial Remuneration has been paid during the Financial Year.

12. Since the Company is not a Nidhi Company Nidhi Company Rules 2014 are notapplicable to this Company.

13. As per Information and Explanations provided to us all 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 Financial Statements etc. asrequired by the applicable Accounting Standards.

14. As per Information and Explanations provided to us the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review.

15. As per Information and Explanations provided to us the Company has not enteredinto any non-cash transactions with Directors or persons connected with them.

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

Swaroop Anand & Co.

Chartered Accountants

Registration No. 4324

R.S.T. Swaroop Anand

Membership No. 28457

Place : Chennai

Date : 30th May 2019