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Zomato Ltd.

BSE: 543320 Sector: Others
NSE: ZOMATO ISIN Code: INE758T01015
BSE 00:00 | 07 Dec 139.80 1.30
(0.94%)
OPEN

141.90

HIGH

143.90

LOW

138.70

NSE 00:00 | 07 Dec 139.80 1.25
(0.90%)
OPEN

141.35

HIGH

143.80

LOW

138.65

OPEN 141.90
PREVIOUS CLOSE 138.50
VOLUME 1409789
52-Week high 169.10
52-Week low 114.00
P/E
Mkt Cap.(Rs cr) 110,042
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 141.90
CLOSE 138.50
VOLUME 1409789
52-Week high 169.10
52-Week low 114.00
P/E
Mkt Cap.(Rs cr) 110,042
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Zomato Ltd. (ZOMATO) - Auditors Report

Company auditors report

To the Members of Zomato Limited

(formerly known as Zomato Private Limited / Zomato Media Private Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Zomatn Iimited(formerly known as Zomato Private Iimited" / Zomato Media Private limited")("the rnmpany") which comprise the Palanre Shppt as at March 31 2021 and theStatement of Profit and Loss (including Other Comprehensive Income) the Statement of Cashflow did nt Statement of Cliditytb. In Equity Tut the yeat then ended dud asumindi y uf significant accounting pulicics and other explanatory information (hereinreferred lu as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to uc and bacad on tha concidoration of raport of tho other auditor on coparatofinancial statement / financial information of the trust referred to in the Other Matterssection below the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2021 and its loss totalcomprehensive loss its cash flows and the changes in equity for the year ended on thatdate.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us and the audit evidence obtained by theother auditor in terms of their reports in other Matters Section below is sufficient andappropriate to provide a baaia for our audit opinion on the conaolidatcd financialstatements.

Emphasis of Matter

We draw attention to Note 43 to the Standalone Financial Statements which describesthe possible effects of uncertainties relating to COVID-19 on operations and results ofthe Company as assessed by the management.

Our opinion is not modified in respect of these matters.

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 information included in the Board's Report but does not includethe standalone financial statements 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.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

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 Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for pii*vimithhjdiit.1 delei-liny liauds and ullitM ii leyuldiiLies; selection and application olappropriate 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 ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statement 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 is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are 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 the 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 decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with Indian Accounting Standards we exerciseprofessional judgment and maintain professional scepticism 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 financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Obtain sufficient appropriate audit evidence regarding the financial informationof the Company and the trust to express an opinion on the standalone financial statements.We are responsible for the direction supervision and performance of the audit of the suchentities included in the Standalone financial statements of which we are the independentauditors. For the other entities included in the standalone financial statements whichhave been audited by other auditor such other auditor remain responsible for thedirection supervision and performance of the audits carried out by them. We remain solelyresponsible for our audit opinion.

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 standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone 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 complied/^Smf^i^fevant 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.

Other Matter

We did not audit the financial information of 1 Trust whose financial informationreflects total assets of Rs. 0.68 million as at March 31 2021 total revenues of Rs. 3.11million net cash inflows amounting to Rs.0.61 million for the year ended March 31 2021as considered in the Standalone Financial Statement. These financial statements /financial information have been audited by other auditor whose reports have beenfurnished to us by the Management and our conclusion on Standalone Financial Statementsin so far as it relates to the amounts and disclosures included respect of trust is basedsolely on the audit report of the other auditor.

Our opinion on the Standalone Financial Statement is not modified in respect of abovematter with respect to our reliance on the reports of the other auditors

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit and on theconsideration of the reports of the other auditor on the separate financial statement/financial information of the trust referred to in the Other Matters section above wereport 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 including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 from being appointed as a director in terms of Section 164(2) of theAct.

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 A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) In our opinion and to the best of our information and according to the explanationsgiven to us the Company being a private company till March 31 2021 section 197 of theAct related to the managerial remuneration is not applicable respect to the other mattersto be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules 2014 as amended in our opinion and to the best of our informationand according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements.

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

iii. There has no amount required to be transferred to the Investor Education andProtection Fund by the Company during the year March 31 2021.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For Deloitte Haskins & Sells
Chartered Accountants
(Firm's Registration No. 015125N)
Vijay Agarwal
(Partner)
(Membership No. 094468)
UDIN: 21094468AAAAES3610
Place: Gurugram
Date: June 04 2021

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ZomatoLimited ("the Company") as of March 31 2021 in conjunction with our audit ofthe 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 our operating effectively for ensuring the orderly and efficient conduct ofits business including adherence to Company's policies the safeguarding of its assetsthe prevention 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and 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 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 judgement 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 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 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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2021 based on the criteria forinternal financial control over financial reporting 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 Deloitte Haskins & Sells
Chartered Accountants
(Firm's Registration No. 015125N)
Vijay Agarwal
(Partner)
(Membership No. 094468)
UDIN: 21094468AAAAES3610
Place: Gurugram
Date: June 04 2021

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2 under'Report on Other Legal and Regulatory Requirements'section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property plant and equipment.

(b) The Company has a program of verification of Property plant and equipment to coverall items once in a three year which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the program no propertyplant and equipment were physically verified during the year by the management.

(c) The Company does not have any immovable properties of freehold or leasehold landand building and hence reporting under clause (i)(c) of the CARO 2016 is not applicable.

(ii) The Company's does not have any inventory and hence reporting under clause (ii) ofthe CARO 2016 is not applicable.

(iii) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 186 of the Companies Act 2013 inrespect of grant of loans and making investments. The Company has not granted any loansmade investments or provide guarantees under Section 185 of the Companies Act 2013.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year. The Company does not have any unclaimed deposits andaccordingly the provisions of Sections 73 to 76 or any other relevant provisions of theCompanies Act 2013 are not applicable to the Company.

(vi) The maintenance of cost records has not been specified by the Central Governmentunder section 148(1) of the Companies Act 2013 hence reporting under clause (vi) of theCompanies (Auditor's Report) Order 2016 is not applicable.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has been regular in depositing undisputed statutory dues includingProvident fund Income Tax (TDS) Employees' State Insurance Customs duty cess and othermaterial statutory dues applicable to it to the appropriate authorities and has generallybeen regular in depositing Goods and Service tax Professional tax to the appropriateauthorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Income-taxGoods and Services Tax Customs duty Employees' State Insurance Cess and other materialstatutory dues applicable to the Company in arrears as at March 31 2021 for a period ofmore than six months from the date they became payable.

('c) There are no dues of Sales Tax Income tax Goods and Services Tax Customs DutyExcise Duty and Value Added Tax as on March 31 2021 on account of disputes. Details ofdues of Service Tax which have not been deposited as on March 31 2021 on account ofdisputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount (Rs. million) Amount net of paid under protest (Rs. million)
Finance act 1994 Service Tax Directorate general of GST Intelligence October 2014 to June 2017 Rs. 920.99 million Rs. 920.99 million

(viii) The Company has not taken any loans or borrowings from financial institutionsbanks and government or has not issued any debentures. Hence reporting under clause (viii)of CARO 2016 is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (inrliiriing dpht instruments) nr tprm loans and hence reporting under clause (ix)of the CARO 2016 is not applicable.

(x) 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 by its officersor employees has been noticed or reported during the year.

(xi) Till March 31 2021 the Company is a private limited company and hence provisionsof section 197 of the Companies Act 2013 do not apply to the Company.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theCARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe Company is in compliance with Section 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards. Till March 31 2021 the Company is a private company andhence provisions of section 177 are not applicable to the Company.

(xiv) According to the information and explanations given to us the Company has madeprivate placement of shares during the year under review.

In respect of the above issue we further report that:

(a) The requirement of Section 42 of the Companies Act 2013 as applicable have beencomplied with; and

(b) Some part of the amount raised have been applied by the Company during the year forthe purposes for which the funds were raised and some portion of the amount raised whichremain unutilized during the year have been invested in mutual funds / bank deposits ason March 31 2021.

Further the Company has not made any preferential allotment of shares andpreferential/private placement of fully or partly convertible debentures during the

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or directors of its holding company or persons connected with him and henceprovisions of section 192 of the Companies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For Deloitte Haskins & Sells
Chartered Accountants
(Firm's Registration No. 015125N)
Vijay Agarwal
(Partner)
(Membership No. 094468)
UDIN: 21094468AAAAES3610
Place: Gurugram
Date: June 04 2021

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