You are here » Home » Companies » Company Overview » Westlife Development Ltd

Westlife Development Ltd.

BSE: 505533 Sector: Services
NSE: WESTLIFE ISIN Code: INE274F01020
BSE 00:00 | 13 Aug 367.15 11.65
(3.28%)
OPEN

355.80

HIGH

368.25

LOW

355.80

NSE 00:00 | 13 Aug 366.60 10.60
(2.98%)
OPEN

356.90

HIGH

368.00

LOW

355.95

OPEN 355.80
PREVIOUS CLOSE 355.50
VOLUME 11296
52-Week high 499.90
52-Week low 269.75
P/E
Mkt Cap.(Rs cr) 5,715
Buy Price 367.15
Buy Qty 241.00
Sell Price 368.80
Sell Qty 10.00
OPEN 355.80
CLOSE 355.50
VOLUME 11296
52-Week high 499.90
52-Week low 269.75
P/E
Mkt Cap.(Rs cr) 5,715
Buy Price 367.15
Buy Qty 241.00
Sell Price 368.80
Sell Qty 10.00

Westlife Development Ltd. (WESTLIFE) - Auditors Report

Company auditors report

To the Members of Westlife Development Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Westlife Development Limited("the Company") which comprise the standalone balance sheet as at 31 March2019 the standalone statement of profit and loss and the standalone statement of cashflows for the year then ended and notes to the standalone financial statements includinga summary of the significant accounting policies and other explanatory informationhereinafter referred to as "the standalone financial statements." In our opinionand to the best of our information and according to the explanations given to us theaforesaid standalone financial statements give the information required by the CompaniesAct 2013 ("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 ofaffairs of the Company as at 31 March 2019 and of its loss and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs")specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial 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 the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a 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.

Investment in wholly owned subsidiary

(refer Note 7 to the standalone financial statements)

The Company on a standalone basis does not have any significant business operations.However the Company's wholly owned subsidiary Hardcastle Restaurants Private Limited(HRPL) operates the McDonald's chain of Quick Service Restaurant (QSR) stores in Westernand Southern India. The carrying amount of the Company's investment in and amounts duefrom HRPL represents 98% and 1% of its total assets respectively. The recoverability ofthese amounts due to their materiality in the context of the Company's standalonefinancial statements is considered to be the area that had most significance in our auditof the standalone financial statements of the Company.

How we have addressed the risk

1 We compared the carrying amount of the investment with the subsidiary's net assets asat 31 March 2019 being an approximation of its minimum recoverable amount to determinewhether these were in excess of the carrying amount of the investment as stated in theCompany's financial statements.

2 Since the Company has insignificant operations and HRPL is its single operatingwholly owned subsidiary we also considered the Company's market capitalization as a basisfor determination of fair value of HRPL.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sAnnual Report but does not include the standalone financial statements and our auditors'report thereon. The Company's Annual Report is expected to be made available to us afterthe date of this auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we will not express any form of assurance conclusion thereon. In connection with ouraudit of the standalone financial statements our responsibility is to read the otherinformation identified above when it becomes available and in doing so consider whetherthe other information is materially inconsistent with the standalone financial statementsor our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/loss and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement 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 a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditors' 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 decisions of userstaken on the basis of these standalone financial statements. As part of an audit inaccordance with SAs we exercise professional judgment and maintain professionalskepticism 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 omissions 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 the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors' report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures 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 thought to bear on ourindependence and where applicable related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder 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 andstandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 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 tostandalone financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors' 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 were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. The disclosures regarding holdings as well as dealings in specified bank notesduring the period from 8 November 2016 to 30 December 2016 have not been made in thesestandalone financial statements since they do not pertain to the financial year ended 31March 2019.

(C) With respect to the matter to be included in the Auditors' Report under Section197(16): In our opinion and according to the information and explanations given to usduring the current year there has been no remuneration paid by the Company to itsdirectors. Accordingly compliance with the provision of Section 197 of the Act is notrequired to be commented upon. The Ministry of Corporate Affairs has not prescribed otherdetails under Section 197 (16) which are required to be commented upon by us.

For B S R & Associates LLP

Chartered Accountants

Firm's Registration No: 116231W/W-100024
Shabbir Readymadewala
Mumbai

Partner

14 May 2019 Membership No: 100060

‘Annexure A' to the Independent Auditors' Report - 31 March 2019 on the StandaloneFinancial Statements

(Referred to in paragraph under ‘Report on Other Legal and RegulatoryRequirements' Section of our report of even date)

With reference to Annexure A referred to in the Independent Auditors' Report to theMembers of Westlife Development Limited (‘the Company') on the standalone financialstatements for the year ended 31 March 2019 we report the following:

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

(b) We are informed that the Company physically verifies its assets annually. In ouropinion this periodicity of physical verification is reasonable having regard to the sizeof the Company and the nature of its assets. In accordance with this policy the Companyhas physically verified all fixed assets during the year and no material discrepancieswere identified on such physical verification.

(c) According to the information and explanations given to us the Company does nothold any immovable properties. Accordingly paragraph (i) (c) of the Order is notapplicable to the Company.

(ii) The Company does not hold any physical inventories. Accordingly paragraph (ii) ofthe Order is not applicable to the Company.

(iii) In our opinion and according to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under Section189 of the Act. Accordingly paragraph (iii) of the Order is not applicable to theCompany.

(iv) In our opinion and according to the information and explanations given to us theCompany has not granted any loan or provided any guarantee or security in respect of whichprovisions of Section 185 of the Act are applicable and hence not commented upon. TheCompany has complied with the applicable provisions of Section 186 of the Act.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public in accordance with relevantprovisions of Sections 73 to 76 or any other relevant provisions of the Act and the rulesframed there under. Accordingly paragraph (v) of the Order is not applicable to theCompany.

(vi) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including income tax goods and servicestax cess and other material statutory dues have been regularly deposited during the yearby the Company with the appropriate authorities. As explained to us the Company did nothave any dues on account of provident fund duty of custom and employees' state insurance.

According to the information and explanations given to us no undisputed amountspayable in respect of income tax goods and services tax cess and other materialstatutory dues were in arrears as at 31 March 2019 for a period of more than six monthsfrom the date they became payable.

(b) According to the information and explanations given to us there are no dues ofincome tax goods and services tax and cess which have not been deposited on account ofany dispute.

(viii) In our opinion and according to the information and explanations given to usthe Company did not have any dues to banks debentureholders Government or to anyfinancial institutions during the year. Accordingly paragraph (viii) of the Order is notapplicable to the Company.

(ix) During the year the Company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) and term loan. Accordinglyparagraph (ix) of the Order is not applicable to the Company.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records the Company has not paid/provided remuneration to managerialperson. Accordingly paragraph (xi) of the Order is not applicable to the Company.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph (xii) of the Order is notapplicable to the Company.

(xiii) 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 Section 177 and Section 188 of the Act where applicable. The details ofsuch related party transactions have been disclosed in the standalone financial statementsas required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.Accordingly paragraph (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records the Company has not entered into non-cash transactions withdirectors or persons connected with them. Accordingly paragraph (xv) of the Order is notapplicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly paragraph (xvi) of the Order is not applicable tothe Company.

For B S R & Associates LLP

Chartered Accountants

Firm's Registration No: 116231W/W-100024
Shabbir Readymadewala
Mumbai

Partner

14 May 2019 Membership No: 100060

Annexure B to the Independent Auditors' report on the standalone financial statementsof Westlife Development Limited for the year ended 31 March 2019.

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-Section 3 of Section 143 of the CompaniesAct 2013 (Referred to in paragraph under ‘Report on Other Legal and RegulatoryRequirements' Section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statementsof Westlife Development Limited ("the Company") as of 31 March 2019 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31 March 2019 based on the internal financial controls withreference to financial statements 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 (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 controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013 ( "Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed underSection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. 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 with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such 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 appropriateto provide a basis for our audit opinion on the Company's internal financial controls withreference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls 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 controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

For B S R & Associates LLP

Chartered Accountants

Firm's Registration No: 116231W/W-100024
Shabbir Readymadewala
Mumbai

Partner

14 May 2019 Membership No: 100060