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Wellness Noni Ltd.

BSE: 531211 Sector: Others
NSE: N.A. ISIN Code: INE571H01017
BSE 00:00 | 06 Dec 12.41 0
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12.24

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NSE 05:30 | 01 Jan Wellness Noni Ltd
OPEN 12.24
PREVIOUS CLOSE 12.41
VOLUME 700
52-Week high 16.55
52-Week low 4.56
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.24
CLOSE 12.41
VOLUME 700
52-Week high 16.55
52-Week low 4.56
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wellness Noni Ltd. (WELLNESSNONI) - Auditors Report

Company auditors report

To

The Members of Wellness Noni Ltd Chennai - 600 096.

Report on the Financial Statements

We have audited the accompanying financial statements of the Wellness Noni Limitedwhich comprise the Balance Sheet as at 31st March 2020 and the Statement of Profit andLoss (including Other Comprehensive Income) the Statement of Changes in Equity and theStatement of Cash Flows for the year then ended and notes to financial statementsincluding a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 (the 'Act') in the manner so required and give a true and fair view inconformity with the Indian Accounting Standards prescribed under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended ("IndAS") and other accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2020 the profit and total comprehensive incomechanges in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) issued by theInstitute of Chartered Accountants of India (ICAI). Our responsibilities under those

1. Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial Statements' section of our report. We are independent of the Company inaccordance with the code of ethics issued by the Institute of Chartered Accountants ofIndia together with ethical requirements that are relevant to our audit of the financialstatements in India and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the code of ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

Key Audit Matters How our matter was addressed in the audit
Litigation & Contingent Liabilities Our audit approach included :-
Assessment of Contingent liabilities in respect of certain litigations including Direct and Indirect Taxes and various other claims filed by other parties upon the Company not acknowledged as debts. • Going through the current status of the tax litigations and contingent liabilities.
The Company's assessment is supported by the facts of matter their own judgment past experience and advices from legal and independent tax consultants wherever considered necessary. Accordingly unexpected adverse outcomes may significantly impact the Company's reported profit and the Balance Sheet. • Examining the orders and/or communication received from various Tax Authorities/ Judicial forums and follow up action thereon;
• Evaluating the merits of the subject matter under consideration with reference to the grounds presented therein and available independent legal / tax advice; and
We determined the above area as a Key Audit Matter in view of associated uncertainty relating to the outcome of litigations which requires application of judgment in interpretation of law. Accordingly our audit was focused on analysing the facts of subject matter under consideration and judgments/ interpretation of law involved. • Wherever required reliance is placed on the opinion of legal and tax consultants.

Emphasis of Matter

• As brought in Report last year according to the information and explanationsgiven to us by Management the Company carries an amount of Rs.12716580/- (Rupees OneCrore Twenty-Seven Lakhs Sixteen Thousand Five Hundred and Eighty only) under IntangibleAsset in Note 6 to Balance Sheet.

Other Matter

z We are unable to comment about the amount of Investments (both Quoted and Unquoted)in the books of Companies as we are not able to obtain sufficient and appropriate auditevidence. Consequently we are not able to determine whether any adjustments to theInvestment Amount are necessary in the light of absence of information regarding thecompanies in which the Company holds investments as on Balance Sheet date to the extentof Rs. 3778855/- (Rupees Thirty-Seven Lakhs Seventy-Eight Thousand Eight Hundred andFifty-Five only).

Information Other than the Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the Management Discussion and Analysis Board's Report includingAnnexures to Board's Report Business Responsibility Report Corporate Governance Report.

Our opinion on the financial statements does not cover the other information and we donot and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information identified above and in doing so consider whether the otherinformation is materially inconsistent with the financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated.

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.

When we read the Directors' Report including annexure if any thereon if we concludethat there is a material misstatement therein we are required to communicate the matterto those charged with governance.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible 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. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; 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 financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also: z Identify and assess therisks of material misstatement of the financial statements whether due to fraud or errordesign and perform audit procedures responsive to those risks and obtain audit evidencethat is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resultingfrom error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting 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 disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

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 thought 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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

We report that the present report is based on the limited information facts and inputsmade available to us through electronic means by the bank management. We wish to highlightthat due to the COVID 19 induced restrictions on physical movement and strict timelinesthe audit team could not visit the branch and other offices for undertaking the requiredaudit procedures as prescribed under ICAI issued standards on Auditing.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act based on our audit we report that:

a. We have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit and have found them tobe satisfactory;

b. The transactions of the Company which have come to our notice have been within thepowers of the Company; and

c. We have not observed any financial transaction or matter which has adverse effect onthe functioning of the Company.

d. We do not have any qualification reservation or adverse remark relating to themaintenance of accounts and other matters connected therewith.

We further report that:

e. 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.

f. the Balance Sheet the Profit and Loss Account and the Statement of Cash Flows dealtwith by this report are in agreement with the books of account.

g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

For A. John Moris & Co.
Chartered Accountants
Frn.: 007220S
CA A John Moris
Place: Chennai Managing Partner
Date: 25.11.2020 M.No.: 029424

ANNEXURE-'A' TO THE AUDITORS' REPORT

REPORT OF THE AUDITOR TO THE MEMBERS IN ACCORDANCE WITH THE

COMPANIES (AUDITORS' REPORT) ORDER 2016

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

(b) As explained to us fixed assets are physically verified by the management atreasonable intervals which in our opinion is reasonable looking to the size of theCompany and the nature of its business. No material discrepancies were noticed on suchverification.

(c)According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable propertiesincluded in fixed assets are held in the name of the Company.

2. a) The management has conducted the physical verification of inventory at reasonableintervals

b) The discrepancies noticed on physical verification of the inventory as compared tothe books which has been properly maintained are not material.

3. According to the information and explanations given to us and on the basis of ourexamination of the books of account it was observed that the Company has not granted anyunsecured loans to parties listed in the register maintained under section 189 of theCompanies Act 2013. Hence the said clause is not applicable.

4. According to the information and explanations given to us and on the basis of ourexamination of the books of account it was observed that the Company has not made ordiverted any funds by way of loans investments guarantees or security which are requiredto be listed in the register maintained under the provisions of section 185 and 186 of theCompanies Act 2013. Hence the said clause is not applicable.

5. During the year the Company has not accepted any deposits from any person. As thesame has to be complied with the directives issued by the Reserve Bank of India and theprovisions of Section 73 to 76 of the Companies Act 2013 and rules framed there under arenot applicable.

6. As per information & explanation given by the management maintenance of costrecords has not been prescribed by the Central Government under sub-section (1) of section148 of the Companies Act 2013 for any of the activities of the Company.

7. (a) According to the records the Company has been generally regular in depositingwith appropriate authorities undisputed statutory dues including Investor Education andProtection Funds Employees' State Insurance Income Tax Goods and Service Tax WealthTax Customs Duty Cess and other applicable statutory dues during the year.

(b) According to the information and explanations given to us by Management theCompany has not paid VAT for the FY 2016-17 an amount of Rs.1107986/-(Rupees ElevenLakhs Seven Thousand Nine Hundred Eighty Six Rupees Only).

8. Based on our audit procedures and on the information and explanations given by themanagement we are of the opinion that the Company has not defaulted in repayment of duesto a financial institution bank or debenture holders.

9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) or term loans during the year.

10. Based on the audit procedures performed and the information and explanations givento us we report that no fraud/misappropriation on or by the Company has been noticed orreported during the year.

11. According to the information and explanations given to us and the records of theCompany examined by us managerial remuneration has been paid or provided in accordancewith the requisite approvals mandated by the provisions of Sec 197 read with Schedule V tothe Act.

12. The Company is not a chit fund or a Nidhi/ Mutual Benefit Fund/ Society.Accordingly this paragraph of the Order is not applicable.

13. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by applicableaccounting standards.

14. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment of shares as mentioned under section 42 of the Companies Act 2013.Hence thesaid clause is not applicable.

15. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with any of its directors as is mentioned in Section 192 of the Act. Hencethe said clause is not applicable.

16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For A. John Moris & Co.
Chartered Accountants
Frn.: 007220S
CA A John Moris
Place: Chennai Managing Partner
Date: 25.11.2020 M.No.: 029424

ANNEXURE -'B' TO THE AUDITORS' REPORT

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"Wellness Noni Limited" ("the Company") as of March 31st 2020 inconjunction with our audit of the financial statements of the Company for the year endedon 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 ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the 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 accordance with the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial 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

i. Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

ii. 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

iii. 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 31stMarch 2020 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.

For A. John Moris & Co.
Chartered Accountants
Frn.: 007220S
CA A John Moris
Place: Chennai Managing Partner
Date: 25.11.2020 M.No.: 029424

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