Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Talwalkars Better Value Fitness Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the statement of Changes in Equity, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein after referred to as âInd AS financial statementsâ).
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs of the Company as at March 31, 2018, its financial performance including Other Comprehensive Income, changes in equity and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we enclose in the âAnnexure Aâ, a statement on the matters specified in the paragraph 3 and 4 of the said order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit with the exception of the following:
i) Pursuant to the scheme of arrangement for Demerger, with effect from the Appointed Date of April 01, 2016, the Gymnasium business of the Company stands transferred to the newly formed Company namely âTalwalkars Lifestyles Limitedâ (Resulting Company). The scheme of arrangement has been given effect in the financial statements by transferring the carrying amount of assets and liabilities as identified by the management pertaining to the Gymnasium business with effect from the Appointed Date. Also, the Income and Expenses of the Demerged Company (âthe Companyâ) have been determined based on management evaluation of relevant business activities to be continued in the Demerged Company. Hence, we have relied on the managementâs evaluation for segregation of accounts.
ii) We have not received independent confirmation for certain Financial Assets and Liabilities. In the absence of those confirmation/ reconciliation, the balance appearing in the books of accounts have been adopted as the basis for preparation of annual accounts.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015. However, the accounting impact of Companyâs policy on impairment of assets needs to be reviewed at regular intervals.
(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and 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 financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
1. a. The Company is maintaining records showing most of the particulars of assets except in case of certain assets, quantitative details and situation of fixed assets needs to be updated.
b. The Fixed Assets have been physically verified by the Management at regular Intervals and no material discrepancies were noticed on such verification.
c. The title deeds of immovable properties are held in the name of the Company.
2. Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on such verification.
3. The Company has granted interest free unsecured loans to its Subsidiary Companies covered in the register maintained under section 189 of the Companies Act, 2013.
a. The terms and conditions of the grant of such loans are not prejudicial to the Companyâs interest.
b. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3 (iii) (b) and (c) of the Order is not applicable.
4. According to the information and explanations given to us, the Company has complied with provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security given by the Company.
5. The Company has not accepted deposits and the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the Company.
6. The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act is not applicable to the Company.
7. a. According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including income-tax, service tax, duty of customs, goods and service tax, value added tax, cess and any other statutory dues with the appropriate authorities.
b. According to the information and explanation given to us, the Company has no statutory dues which have not been deposited on account of disputes.
8. The Company has not defaulted in repayment of loans or borrowings to a financial institution, bank, Government or dues to debenture holders.
9. The moneys raised by way of debt instruments and term loans were generally applied for the purposes for which those are raised.
10. Based on the information and explanation given to us, no material fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the year.
11. According to the information and explanations given to us and based on our examination of the records of the Company, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Companies Act 2013.
12. The Company is not a Nidhi Company and hence paragraph 3 (xii) of the Companies (Auditorâs Report) Order 2016 is not applicable.
13. According to the information and explanations given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
14. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has made preferential allotment of equity shares during the year under review and the requirement of Section 42 of the Companies Act, 2013 have been complied with and the amount raised have been used generally for the purpose for which the funds were raised.
15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Talwalkars Better Value Fitness Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (the âGuidance Noteâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the Ind AS financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Modified opinion on operating effectiveness of Internal Financial Controls over Financial Reporting and adequacy of such controls:
According to the information and explanations given to us and based on our audit, the following material weakness has been identified both in the operating effectiveness and the Companyâs internal financial controls over the financial reporting as at March 31, 2018;
The Companyâs operating effectiveness and internal control system for Revenue from Operations with regard to Fees and Subscription is not commensurate with the size of the Company and the same needs to be strengthened by the Management.
A âmaterial weaknessâis a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companyâs annual or interim financial statements will not be prevented or detected on a timely basis.
In our opinion, the company has maintained adequate internal financial controls over financial reporting as of March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India and except for the effects/ possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the companyâs internal financial controls over the financial reporting were operating effectively as of March 31, 2018.
We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the Ind AS financial statements of the Company, and these material weaknesses does not affect our opinion on the Ind AS financial statements of the Company.
For M. K. Dandeker & Co.,
(ICAI Regn. No.000679S)
S. Poosaidurai
Partner
Date: May 07, 2018 Chartered Accountants
Place: Mumbai Membership No.223754
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Talwalkars Better Value Fitness Limited ('the Company'), which comprise
the Balance Sheet as at 31st March, 2015, the statement of Profit and
Loss and the Cash Flow Statement for the year then ended, and a summary
of significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the Standalone
Financial Statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid Standalone Financial Statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015 and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of 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 the Company so far as it appears from our examination of those
books;
(c) The balance sheet, the statement of Profit and Loss and the Cash
Flow Statement dealt with by this report are in agreement with the
books of account;
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. In our
opinion the accounting impact of Company's policy on Impairment of
Assets, needs to be reviewed;
(e) As mentioned in note 16 to the financial statements, the balances
of certain receivables are subject to confirmations and
reconciliations;
(f) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and
(g) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 31 to the
financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
The Annexure referred to in our Independent Auditors' Report to the
members of the Company on the standalone financial statements for the
year ended 31st March, 2015, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which fixed assets are verified at periodic intervals.
In accordance with this programme, certain fixed assets were verified
during the year and no material discrepancies were noticed on such
verification. In our opinion, this periodicity of physical verification
is reasonable having regard to the size of the Company and the nature
of its fixed assets.
(ii) (a) As explained to us, inventories have been physically verified
during the period by the management at reasonable intervals. In our
opinion, the frequency of such verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on such
physical verification as compared to the book records.
(iii) The Company has granted interest free loan to its subsidiaries
which are covered in the register maintained under section 189 of the
Companies Act, 2013('the Act'). and these loans have been recovered as
on Balance Sheet date.
The terms of arrangements do not stipulate any repayment schedule and
the loans are repayable on demand. Accordingly, paragraph 4(iii)(a) and
(b) of the Order is not applicable to the Company in respect of
receipt/recovery of the principal and interest amount.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of fixed assets, inventory and sale of goods and services.
We have not observed any major weakness in the internal control system
during the course of the audit.
(v) The company has not accepted any Deposits as per the provisions of
section 73 and 76 of the Companies Act, 2013. Accordingly, the
reporting requirement under paragraph 4(v) of the Order is not
applicable to the Company.
(vi) The Central Government of India has not prescribed the maintenance
of cost accounting records under sub-section (1) of section 148 of the
Companies Act, 2013 for any of the services rendered by the Company.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth
Tax, Service Tax, duty of excise, duty of customs, value added tax, Cess
and other material statutory dues have been regularly deposited during
the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees'
state insurance, income tax, sales tax, wealth tax, service tax, duty
of excise, duty of customs, value added tax, cess and other material
statutory dues were in arrears as at 31st March, 2015 for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of income tax, sales tax, wealth tax, service tax, duty of
excise, duty of customs, value added tax and cess which have not been
deposited with the appropriate authorities on account of any dispute.
(c) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
(viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year.
(ix) Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to a financial institution or bank
or debenture holders.
(x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions, the terms and conditions whereof is
prejudicial to the interest of the Company.
(xi) According to the information and explanations given to us, the
term loans have been applied for the purposes for which they were
raised.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanations
given to us, we have neither come across any instances of material
fraud on or by the Company, noticed or reported during the period, nor
have we been informed of any such case by the management.
For M.K.Dandeker & Co.,
Chartered Accountants
(ICAI Reg. No. 000679S)
Date: 7th May, 2015 S. Poosaidurai
Place: Mumbai Partner
Membership No. 223754
Mar 31, 2014
We have audited the accompanying financial statements of TALWALKARS
BETTER VALUE FITNESS LIMITED, which comprise the Balance Sheet as at
31st March 2014, and the statement of Profit and Loss and Cash Flow
Statement for the year ended, and a summary of significant accounting
policies and other explanatory information.
MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation of these financial
statements that givea trueand fairview of the financial position,
financial performance and cash flows of the company in accordance with
accounting standards referred to in sub section (3Q of Section 211 of
the Companies Act, 1956. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of financial statements that g we a
trueand fair view and are free from material misstatement whether due
to fraud or error.
AUDITOR''S RESPONSIBILITY
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our auditing in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgement, including the assessment of
the risks of material misstatements of the financial statements,
whether due to fraud or error. In making those risk assessments the
auditor considers internal control relevant to the company''s
preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
OPINION:
In our opinion and to the best of our information and according to the
explanations gwen to us, the said account give the information required
by the Companies Act, 1956, in the manner so required and gives a
trueand fairview in conformity with the accounting principles generally
accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March 2014,
b) in the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and
c) in case of the Cash Flow Statement, of the cash flows for the year
ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
As required by the Companies (Auditor''s Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to above, we report
that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required bylaw have
been kept by the company so far as appears from our examination of
those books;
iii. The Balance Sheet and Statement of Profit and Loss dealt with by
this report are in agreement with the books of account;
n. In our opinion, the Balance Sheet and Statement of Profit and Loss
dealt with by this report comply with the Accounting Standards referred
to in sub-section (3Q of section 211 of the Companies Act, 1956. In our
opinion the accounting impact of company''s policy on impairment as per
AS 28 on Impairment of Assets, needs to be reviewed on a regular basis.
v. On the basis of written representations received from the
directors, as on 31 st March 2014, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31 st March 2014 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
Annexure to the Independent Auditors'' Report
With reference to the Annexure referred to paragraph 1 of the report of
Auditors to the Members of TALWALKARS BETTER VALUE FITNESS LIMITED on
the accounts for the year ended 31st March 2014, we report that
1. Fixed Assets:
(a) The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) We are informed that the management of the Company has physically
verified during the year all its fixed assets and no material
discrepancies were noticed on such verification.
(c) The Company has not disposed of any of its fixed assets so as to
affect the going concern status.
2.Inventory:
(a) The physical verification of inventory has been conducted at
reasonable intervals by the Management.
(b) The procedures for physical verification of inventory followed by
the Management are reasonable and adequate in relation to the size of
the company and the nature of its business.
(c) The Company is maintaining proper records of inventory and any
discrepancies noticed on physical verification are being properly dealt
in the books of accounts.
3.Loans:
(a) The Company has granted loans to its Subsidiary Companies (Four
Companies) listed in the register maintained u/s. 301 of the Companies
Act, 1956. The maximum amount involved during the year in respect of
the said loans was Rs.21.16 Millions (prev. yr. Rs. 21.54 Millions) and at
the year end the balance outstanding of the said loans granted was
Rs.49.49 Millions (prev. yr. Rs. 44.54 Millions). Other than the above, the
Company has not granted any loans, secured or unsecured to companies,
parties or firms covered in the register maintained u/s. 301 of the
Act.
(b) In our opinion, prima facie, the interest and other terms and
conditions of the aforesaid loan granted are not prejudicial to the
interest of the Company.
(c) In case of the loan granted to the Subsidiary Company listed in the
register maintained u/s. 301, the terms of arrangement do not stipulate
any repayment schedule and the loan is repayable on demand. Accordingly
paragraph 4(iii)(c) of the Companies (Auditor''s Report) Order, 2003 is
not applicable to the Company in respect of repayment of the principal
amount.
(d) There are no overdue amounts of more than rupees one lakh in
respect of the loan granted to the subsidiary Company.
(e) The Company has not taken unsecured loans from companies & related
parties listed in the register maintained u/s. 301 of the Companies
Act, 1956. However, the maximum amount involved during the previous
year in respect of the said loans was Rs. 1.54 millions. Other than the
above, the Company has not taken any loans, secured or unsecured from
companies, parties or firms covered in the register maintained u/s. 301
of the Act.
(f) The Company has not taken any loans, secured or unsecured from
companies, parties or firms covered in the register maintained u/s. 301
of the Companies Act, 1956 during the year. Accordingly paragraph
4(iii) (f) and (g) of the Companies (Auditor''s Report) Order, 2003 is
not applicable.
4.In our opinion and based on the information and explanations given
to us, the internal controls are generally adequate and are
commensurate with the size of the Company and the nature of its
business. We have not observed any other major weakness in the internal
control system during the course of the audit.
5.Transactions:
(a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered in the register
maintained u/s. 301 of the Companies Act, 1956 have been so entered.
(b) Based on the information and explanations given to us, in our
opinion these transactions have been made at reasonable prices having
regard to the prevailing market prices at the relevant time of
transactions.
6.The Company has not accepted any deposits from public within the
meaning of Section 58A and 58AA of the Companies Act, 1956 and the
rules made under Companies (Acceptance of Deposits) Rules, 1975.
Therefore, the provisions of clause (vi) of paragraph 4 of the
Companies (Auditor''s Report) Order, 2003, in our opinion are not
applicable to the Company for the year under review.
7.In our opinion, the scope and coverage of internal audit system
need to be increased to make it commensurate with the size and nature
of business of the company.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of sub-clause (1) of section 209 of the Companies Act,
1956 in respect of services carried out by the Company.
9.Statutory Dues:
(a) According to the records of the Company, Provident Fund, Employees
State Insurance, Income tax, Sales tax, Customs Duty, Service Tax,
Excise Duty, Cess and other statutory dues to the extent applicable to
the Company, they have been generally deposited regularly during the
year, with the appropriate authorities with the exception of certain
instances of late remittances of statutory dues noticed towards Income
Tax, VAT and Service Tax, since remitted.
(b) According to the information and explanations given to us, the
following are the particulars of disputed statutory dues which have not
been deposited as at 31st March 2014
Name of Nature of AmountRs Period to Forum
the Statute the Dues (Millions) which the where
amount dispute is
relates Pending
Income Tax Income Tax 80.63 Assessment CIT Appeals
Act,1961 demand Year 2010-11
10.The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year. Accordingly, paragraph
4(x) of the Companies (Auditor''s Report) Order, 2003 is not applicable.
11. Based on the information and explanations given to us, we are of
the opinion that the Company has not defaulted in repayment of dues to
financial institution and banks.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security byway of pledge of shares, debentures and other
securities.
13. The Company is not a chit fund or a nidhi / mutual benefit fund /
society. Therefore, the provisions of clause 4(xiii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company.
14. The Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause
4(xiv) of the Companies (Auditor''s Report) Order 2003 are not
applicable to the Company.
15. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for the loans taken by others from banks or financial
institutions are not prima facie prejudicial to the interests of the
Company.
16. According to the information and explanations given to us, term
loans raised by the Company have been applied for the purpose for which
they were raised.
17. According to the information and explanations given to us and on
the overall examination of the Balance sheet of the Company, we report
that the Company has not used funds raised on short term basis for long
term investment.
18. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies / firms covered in the register maintained under Section
301 of the Companies Act, 1956 during the year.
19. In our opinion and according to the information and explanations
given to us, the Company has created security or charge in respect of
the debentures issued and outstanding at the year end.
20. The Company has not raised any money by public issue during the
year.
21. According to the information and explanations given to us, no
material fraud on or by the Company has been noticed or reported during
the year under review.
For M.K. Dandeker & Co.,
(ICAI FIRM REG.NO.000679S)
K.J.Dandeker
Partner
Dated:8th May,2014 Chartered Accountants
Place:Mumbai Membership No.018533
Mar 31, 2013
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of TALWALKARS
BETTER VALUE FITNESS LIMITED, which comprise the Balance Sheet as at
31st March 2013, and the Statement of Profit and Loss and Cash Flow
Statement for the year ended, and a summary of significant accounting
policies and other explanatory information.
MANAGEMENTÂS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
accounting standards referred to in sub section (3C) of Section 211 of
the Companies Act, 1956. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of financial statements that give a true
and fair view and are free from material misstatement whether due to
fraud or error.
AUDITORÂS RESPONSIBILITY
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatements of the financial statements,
whether due to fraud or error. In making those risk assessments the
auditor considers internal control relevant to the company''s
preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
OPINION :
In our opinion and to the best of our information and according to the
explanations given to us, the said account give the information
required by the Companies Act, 1956, in the manner so required and
gives a true and fair view in conformity with the accounting principles
generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March 2013;
b) in the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and
c) in case of the Cash Flow Statement, of the cash flows for the year
ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
As required by the Companies (Auditor''s Report) Order, 2003 issued by
the Central Government of India in terms of sub- section (4A) of
section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
Further to our comments in the Annexure referred to above, we report
that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
iii. The Balance Sheet and Statement of Profit and Loss dealt with by
this report are in agreement with the books of account;
iv In our opinion, the Balance Sheet and Statement of Profit and Loss
dealt with by this report comply with the Accounting Standards referred
to in sub-section (3C) of section 211 of the Companies Act, 1956. In
our opinion the accounting impact of company''s policy on impairment as
per AS 28 on Impairment of Assets, needs to be reviewed on a regular
basis;
v. On the basis of written representations received from the directors,
as on 31st March 2013, and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31 st March
2013 from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies Act, 1956.
1. Fixed Assets :
(a) The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) We are informed that the management of the Company has physically
verified during the year all its fixed assets and no material
discrepancies were noticed on such verification.
(c) The Company has not disposed of any of its fixed assets so as to
affect the going concern status.
2. Inventory :
(a) The physical verification of inventory has been conducted at
reasonable intervals by the Management.
(b) The procedures for physical verification of inventory followed by
the Management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and any
discrepancies noticed on physical verification are being properly dealt
in the books of accounts.
3. Loans :
(a) The Company has granted loans to its Subsidiary Company listed in
the register maintained under Section 301 of the Companies Act, 1956.
The maximum amount involved during the year in respect of the said
loans was X 44.54 millions (previous year X 33.54 millions) and at the
year end the balance outstanding of the said loans granted was X 44.54
millions (previous year X 33.54 millions). Other than the above, the
Company has not granted any loans, secured or unsecured to companies,
parties or firms covered in the register maintained under Section 301
of the Act.
(b) In our opinion, prima facie, the interest and other terms and
conditions of the aforesaid loan granted are not prejudicial to the
interest of the Company.
(c) In case of the loan granted to the Subsidiary Company listed in the
register maintained under Section 301, the terms of arrangement do not
stipulate any repayment
scheduleandtheloanisrepayableondemand.Accordingly paragraph 4(iii)(c)
of the Companies (Auditor''s Report) Order, 2003 is not applicable to
the Company in respect of repayment of the principal amount.
(d) There are no overdue amounts of more than rupees one lakh in
respect of the loan granted to the Subsidiary Company.
(e) The Company has not taken unsecured loans from companies & related
parties listed in the register maintained under Section 301 of the
Companies Act, 1956. However, the maximum amount involved during the
previous year in respect of the said loans was X 2.79
millionsandatthepreviousyear end the balance outstanding of the said
loans was X 53.08 millions. Other than the above, the Company has not
taken any loans, secured or unsecured from companies, parties or firms
covered in the register maintained under Section 301 of the Act.
(f) The Company has not taken any loans, secured or unsecured from
companies, parties or firms covered in the register maintained under
Section 301 of the Companies Act, 1956 during the year. Accordingly
paragraph 4(iii) (f) and (g) of the Companies (Auditor''s Report) Order,
2003 is not applicable.
4. In our opinion and based on the information and explanations given
to us, the internal control procedures need to be strengthened to be
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and sale
of services. We have not observed any major weakness in the internal
control system during the course of the audit.
5. Transactions :
(a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered in the register
maintained under Section 301 of the Companies Act, 1956 have been so
entered.
(b) Based on the information and explanations given to us, in our
opinion these transactions have been made at reasonable prices having
regard to the prevailing market prices at the relevant time of
transactions.
6. TheCompanyhasnotacceptedanydepositsfrom public within the meaning
of Section 58A and 58AA of the Companies Act, 1956 and the rules made
under Companies (Acceptance of Deposits) Rules, 1975. Therefore, the
provisions of clause (vi) of paragraph 4 of the Companies (Auditor''s
Report) Order, 2003, in our opinion are not applicable to the Company
for the year under review.
7. In our opinion, the scope and coverage of internal audit system
need to be increased to make it commensurate with the size and nature
of business of the company.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of sub-clause (1) of Section 209 of the Companies Act,
1956 in respect of services carried out by the Company.
9. Statutory Dues :
(a) According to the records of the Company, Provident Fund, Employees
State Insurance, Income Tax, Sales Tax, Customs Duty, Service Tax,
Excise Duty, Cess and other statutory dues to the extent applicable to
the Company, have been generally regularly deposited during the year
with the appropriate authorities.
(b) According to the information and explanations given to us, there
are no disputed amounts payable in respect of Income Tax, Customs Duty,
Service Tax, Excise Duty, Cess and other statutory dues outstanding as
at 31st March 2013, for a period more than six months from the date
they become payable.
10. The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year. Accordingly, paragraph
4(x) of the Companies (Auditor''s Report) Order, 2003 is not applicable.
11. Based on the information and explanations given to us, we are of
the opinion that the Company has not defaulted in repayment of dues to
financial institution and banks.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
13. The Company is not a chit fund or a nidhi / mutual benefit fund /
society. Therefore, the provisions of clause 4(xiii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company.
14. The Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause
4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the Company.
15. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for the loans taken by others from banks or financial
institutions are not prima facie prejudicial to the interests of the
Company.
16. According to the information and explanations given to us, term
loans raised by the Company have been applied for the purpose for which
they were raised.
17. According to the information and explanations given to us and on
the overall examination of the Balance Sheet of the Company, we report
that the Company has not used funds raised on short term basis for long
term investment.
18. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies / firms covered in the register maintained under Section
301 of the Companies Act, 1956 during the year.
19. In our opinion and according to the information and explanations
given to us, the Company has created security or charge in respect of
the debentures issued and outstanding at the year end.
20. The Management has disclosed the end use of money raised by public
issue at Note 41 of Notes to Accounts. We have verified the same to the
extent of utilisation by the Company.
21. According to the information and explanations given to us, no
material fraud on or by the Company has been noticed or reported during
the year under review.
For M. K. Dandeker & Co.,
(Firm Reg. No. 000679S)
K. J. Dandeker
Partner
Dated : 8th May, 2013 Chartered Accountants
Place: Mumbai Membership No. 018533
Mar 31, 2012
We have audited the attached Balance Sheet of TALWALKARS BETTER VALUE
FITNESS LIMITED as at 31st March, 2012, and also the Statement of
Profit and Loss and the Cash Flow Statement of the Company for the year
ended on that date, both annexed thereto. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In accordance with the provisions of Section 227 of the Companies
Act,1956,we report that:
1. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act,1956, we enclose in the Annexure a
Statement on the matters specified in paragraphs 4 and 5 of the said
Order.
2. Further to our comments in the Annexure referred to in paragraph
(3) above, we report that:
(a) We have obtained all the information and explanations which, to the
best of 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 the Company, so far, as appears from our examination of
the books;
(c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in sub-section (3C) of
Section 211of the Companies Act,1956;
(e) On the basis of written representations received from the directors
as on 31st March, 2012 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2012 from being appointed as a Director in terms of Clause (g) of
sub-section (1) of Section 274 of the Companies Act,1956;
(f) In our opinion and to the best of our information and according to
the explanations given to us,the said accounts,together with the other
notes appearing thereon, give the information required by the Companies
Act, 1956, in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India.
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012; and
ii) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
With reference to the Annexure referred to paragraph 1of the report of
Auditors to the Members of TALWALKARS BETTER VALUE FITNESS LIMITED on
the accounts for the year ended 31st March, 2012, we report that
1. Fixed Assets
(a) The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) We are informed that the management of the Company has physically
verified during the year all its fixed assets and no material
discrepancies were noticed on such verification.
(c) The Company has not disposed of any of its fixed assets so as to
affect the going concern status.
2. The Company is a service Company primarily rendering services in
respect of health and fitness centres. Accordingly it does not hold
any inventory. Thus, the provisions of Clause 4(ii) of the Companies
(Auditor's Report) Order, 2003 are not applicable to the company for
the year under review.
3. Loans:
(a) The Company has granted loans to its Subsidiary Company listed in
the register maintained under Section 301 of the Companies Act, 1956.
The maximum amount involved during the year in respect of the said
loans was Rs 335.40 lacs (previous year Rs 75 lacs) and at the year end
the balance outstanding of the said loans -granted was Rs 335.40 lacs
(previous year Rs 16.17 lacs). Other than the above, the Company has not
granted any loans, secured or unsecured to companies, parties or firms
covered in the register maintained u/s.301of the Act.
(b) In our opinion, prima facie, the interest and other terms and
conditions of the aforesaid loan granted are not prejudicial to the
interest of the Company.
(c) In case of the loan granted to the Subsidiary Company listed in the
register maintained under section 301, the terms of arrangement do not
stipulate any repayment schedule and the loan is repayable on demand.
Accordingly paragraph 4(iii)(c) of the Companies (Auditor's Report)
Order, 2003 is not applicable to the Company in respect of repayment of
the principal amount.
(d) There are no overdue amounts of more than rupees one lakh in
respect of the loan granted to the subsidiary Company.
(e) The Company has not taken unsecured loans from companies and
related parties listed in the register maintained under Section 301 of
the Companies Act, 1956. However, the maximum amount involved during
the previous year in respect of the said loans was Rs 2663.72 lacs and
at the previous year end the balance outstanding of the said loans was
Rs 530.83 lacs. Other than the above, the Company has not taken any
loans, secured or unsecured from companies, parties or firms covered in
the register maintained under section 301of the Act.
(f) The Company has not taken any loans, secured or unsecured from
companies, parties or firms covered in the register maintained under
section Section 301of the Companies Act, 1956 during the year.
Accordingly paragraph 4(iii) (f) and (g) of the Companies (Auditor's
Report) Order, 2003 is not applicable.
4. In our opinion and based on the information and explanations given
to us, the internal control procedures need to be strengthened to be
commensurate with the size of the Company and the nature of its
business with regard to purchases of fixed assets and sale of services.
The activities of the Company do not involve purchase of inventory and
the sale of goods. We have not observed any major weakness in the
internal control system during the course of the audit.
5. Transactions:
(a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered in the register
maintained under Section 301of the Companies Act,1956 have been so
entered.
(b) Based on the information and explanations given to us, in our
opinion these transactions have been made at reasonable prices having
regard to the prevailing market prices at the relevant time of
transactions.
6. The Company has not accepted any deposits from public within the
meaning of Section 58A and 58AA of the Companies Act,1956 and the rules
made under Companies (Acceptance of Deposits) Rules, 1975.
Therefore, the provisions of Clause (vi) of paragraph 4 of the
Companies (Auditor's Report) Order, 2003, in our opinion are not
applicable to the Company for the year under review.
7. In our opinion, the scope and coverage of internal audit system
need to be increased to make it commensurate with the size and nature
of business of the Company.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of sub-Clause (1) of Section 209 of the Companies
Act,1956 in respect of services carried out by the Company.
9. Statutory Dues
(a) According to the records of the Company, Provident Fund, Employees
State Insurance, Income tax, Sales tax, Customs Duty, Service Tax,
Excise Duty, Cess and other statutory dues to the extent applicable to
the Company, have been generally regularly deposited during the year
with the appropriate authorities.
(b) According to the information and explanations given to us, there
are no disputed amounts payable in respect of Income tax, Customs Duty,
Service Tax, Excise Duty, Cess and other statutory dues outstanding as
at 31st March, 2012, for a period more than six months from the date
they become payable.
10. The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year. Accordingly, paragraph
4(x) of the Companies (Auditor's Report) Order, 2003 is not applicable.
11. Based on the information and explanations given to us, we are of
the opinion that the Company has not defaulted in repayment of dues to
financial institution and banks.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
13. The Company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provisions of Clause 4(xiii) of the
Companies (Auditor's Report) Order, 2003 are not applicable to the
Company.
14. The Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of
Clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not
applicable to the Company.
15. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for the loans taken by them from banks or financial
institutions are not prima facie prejudicial to the interests of the
Company.
16. According to the information and explanations given to us, term
loans raised by the Company have been applied for the purpose for which
they were raised.
17. According to the information and explanations given to us and on
the overall examination of the Balance sheet of the Company, we report
that the Company has not used funds raised on short-term basis for
long-term investment.
18. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies/firms covered in the register maintained under Section
301of the Companies Act,1956 during the year.
19. In our opinion and according to the information and explanations
given to us, the Company has created security or charge in respect of
the debentures issued and outstanding at the year end.
20. The Company has not raised any money by public issue during the
year.
21. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the year
under review.
For M. K. Dandeker & Co.,
(ICAI Reg. No. 000679S)
Date: 22nd May, 2012 K. J. Dandeker Partner
Place: Mumbai Chartered Accountants
Membership No. 018533
Mar 31, 2011
1. We have audited the attached Balance Sheet of TALWALKARS BETTER
VALUE FITNESS LIMITED as at 31st March, 2011, the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended
on that date, both annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. These Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
Statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in paragraph
(3) above, we report that:
(a) We have obtained all the information and explanations, which to the
best of 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 the Company, so far, as appears from our examination of
the books;
(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in sub-section (3C) of
Section 211 of the Companies Act, 1956.
(e) On the basis of written representations received from the directors
as on 31st March, 2011 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2011 from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, together with the
other notes appearing thereon, give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March, 2011;
and
ii) in the case of the Profit and Loss Account, of the profit of
the Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of
the Company for the year ended on that date.
1. Fixed Assets :
(a) The Company is in the process of re-compiling its fixed asset
register with a view towards reflecting full particulars including
quantitative details and situation of its fixed assets.
(b) As explained to us, physical verification of fixed assets has been
carried out by the Management at most of the branches in accordance
with a program of verification which, in our opinion, provides for
physical verification of all the fixed assets at reasonable intervals.
No material discrepancies were noticed on such physical verification as
informed by the management. In view of the fact that the fixed asset
register is in the process of re-compilation, the management has
informed us that discrepancies, if any, arising between the assets
verified and the books and records would be dealt with in the year in
which such re- compilation of the register is completed
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute substantial part of the fixed assets of the Company and
such disposal has, in our opinion, not affected the going concern
status of the Company.
2. The Company is a service Company primarily rendering services in
respect of health and fitness centres. Accordingly it does not hold
any inventory. Thus, the provisions of Clause 4{ii) are not applicable
to the company for the year under review.
3. Loans:
(a) The Company has granted loans to its subsidiary Company listed in
the register maintained under Section 301 of the Companies Act 1956.
The maximum amount involved during the year in respect of the said
loans was Rs 75 Lacs and at the year end the balance outstanding of the
said loans taken was Rs. 16.17 Lacs. Other than the above, the Company
has not granted any loans, secured or unsecured to companies, parties
or firms covered in the register maintained u/s.301 of the Act.
(b) In our opinion, prima facie, the interest and other terms and
conditions of the aforesaid loan granted are not prejudicial to the
interest of the Company.
(c) In case of the loan granted to the subsidiary Company listed in the
register maintained u/s.301, the borrower has been regular in the
payment of interest as stipulated. The terms of arrangement do not
stipulate any repayment schedule and the loan is repayable on demand.
Accordingly paragraph 4(iii)(c) of the Order is not applicable to the
Company in respect of repayment of the principal amount.
(d) There are no overdue amounts of more than rupees one lacs in
respect of the loan granted to the subsidiary Company.
(e) The Company has taken unsecured loans from 9 companies listed in
the register maintained under Section 301 of the Companies Act, 1956.
The maximum amount involved during the year in respect of the said
loans was Rs 2663.72 Lacs and at the year end the balance outstanding
of the said loans taken was Rs. 530.83 Lacs. Other than the above, the
Company has not taken any loans, secured or unsecured to companies,
parties or firms covered in the register maintained u/s.301 of the Act.
(f) In our opinion, prima facie, the interest and other terms and
conditions of the aforesaid loan taken from the Companies listed in the
register maintained under Section 301 are not prejudicial to the
interest of the Company.
(g) As per the information and explanations furnished to us, for loans
taken as above, repayment terms of principal amount has not been
stipulated /fixed as yet and the loans are repayable on demand. The
Company has been regular in the payment of interest. Accordingly
paragraph 4(iii)( g ) of the Order is not applicable to the Company in
respect of repayment of the principal amount.
4. In our opinion and based on the information and explanations given
to us, the internal control procedures need to be strengthened to be
commensurate with the size of the Company and the nature of its
business with regard to purchases of fixed assets and sale of services.
The activities of the Company do not involve purchase of inventory and
the sale of goods. We have not observed any major weakness in the
internal control system during the course of the audit.
5. Transactions:
(a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered in the register
maintained under Section 301 of the Companies Act, 1956 have been so
entered.
(b) Based on the information and explanations given to us, in our
opinion these transactions have been made at reasonable prices having
regard to the prevailing market prices at the relevant time of
transactions.
6. The Company has not accepted any deposits from public within the
meaning of Section 58A and 58AA of the Companies Act, 1956 and the
rules made under Companies (Acceptance of Deposits) Rules, 1975.
Therefore, the provisions of clause (vi) of paragraph 4 of the
aforesaid Order, in our opinion are not applicable to the Company for
the year under review.
7. In our opinion, the scope and coverage of internal audit system
need to be increased to make it commensurate with the size and nature
of business of the company.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of sub-clause (1) of section 209 of the Companies Act,
1956 in respect of services carried out by the Company.
9. Statutory Dues:
(a) According to the records of the Company, Provident Fund, Employees
State Insurance, Income tax, Sales tax, Customs Duty, Service Tax,
Excise Duty, Cess and other statutory dues to the extent applicable to
the Company, have been generally regularly deposited during the year
with the appropriate authorities.
(b) According to the information and explanations given to us, there
are no undisputed amounts payable in respect of Income tax, Customs
Duty, Service Tax, Excise Duty, Cess and other statutory dues
outstanding as at 31st March 2011, for a period more than six months
from the date they become payable.
According to the information and explanations given to us, the
following dues of Income-tax have not been deposited by the Company on
account of disputes
Name of the Nature of the Amount of Tax Period to
which Forum where
dispute is
Statute disputed dues (Rs. In Lacs) the amount pending
relates_
Income Tax Act Income Tax 19.00 AY 2006-
2007 Commissioner
of Income
Tax- 1961 Appeals
17. According to the information and explanations given to us and on
the overall examination of the Balance sheet of the Company, we report
that the Company has not used funds raised on short term basis for long
term investment.
18. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies / firms covered in the register maintained under Section
301 of the Companies Act, 1956 during the year.
19. In our opinion and according to the information and explanations
given to us, the Company has created security or charge in respect of
the secured debentures issued during the year.
20. The Management has disclosed the end use of money raised by public
issue at note 21 of Schedule H (B). We have verified the same to the
extent of utilization by the Company.
21. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the year
under review.
For SARAF GURKAR & ASSOCIATES
Chartered Accountants
FRN: 126518W
S. L Saraf
Place:Mumbai Partner
Dated:June 14,2011 Membership No.030866
Mar 31, 2010
1. We have audited the attached Balance Sheet of TALWALKARS BETTER
VALUE FITNESS LIMITED as at 31 st March, 2010, the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended
on that date, both annexed thereto. These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. These Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
Statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in paragraph
(3) above, we report that:
(a) We have obtained all the information and explanations, which to the
best of 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 the Company, so far, as appears from our examination of
the books;
(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in sub-section (3C) of
Section 211 of the Companies Act, 1956;
(e) On the basis of written representations received from the directors
as on 31 st March, 2010 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2010 from being appointed as a director in terms of Clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, together with the
other notes appearing thereon, give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March, 2010; and
ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to Auditors Report
ANNEXURE TO THE AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS OF
TALWALKARS BETTER VALUE FITNESS LIMITED (FORMERLY KNOWN AS TALWALKARS
BETTER VALUE FITNESS PRIVATE LIMITED) FOR THE YEAR ENDED 31 ST MARCH,
2010
(Referred to in Paragraph (3) of the above Report)
1. Fixed Assets:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
(b) As explained to us, physical verification of fixed assets has been
carried out by the Management at most of the branches in accordance
with a program of verification which, in our opinion, provides for
physical verification of all the fixed assets at reasonable intervals.
We have been informed that the reconciliation of assets verified with
the fixed assets register is still in progress at some of the branches.
Discrepancies, if any, arising out of verification and reconciliation
are yet to be determined.
(c) During the year no substantial parts of the fixed assets have been
disposed off by the Company. Therefore, the provisions of Clause (ic)
of paragraph 4 of the aforesaid Order are not applicable to the Company
for the year under review.
2. The Company has no inventory hence the provisions of Clause 4(ii)
are not applicable to the company for the year under review.
3. Loans:
(a) The Company has taken unsecured loans from 8 Companies & 5 related
parties listed in the register maintained under Section 301 of the
Companies Act, 1 956. The maximum amount involved during the year in
respect of the said loans was Rs. 2,763.73 lacs and at the year end the
balance outstanding of the said loans taken was Rs. 3,434.52 lacs.
The Company has not granted loans to a Company/ Party listed in the
register maintained under Section 301 of the Companies Act, 1956.
(b) In our opinion, prima facie, the interest and other terms and
conditions of the aforesaid loans are not prejudicial to the interest
of the Company.
(c) The Company has been regular in the payment of principal amount and
the interest on the aforementioned loans.
(d) There are no overdue amounts on the above loans.
4. In our opinion and according to the information and explanations
given to us, the internal control system commensurate with the size of
the Company and the nature of its business with regard to purchase of
fixed assets and sale of services need to be strengthened. The
activities of the Company do not involve purchase of inventory and the
sale of goods. We have not observed any major weakness in the internal
control system during the course of the audit.
5. Transactions:
(a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered in the register
maintained under Section 301 of the Companies Act, 1956 have been so
entered.
(b) Based on the information and explanations given to us, in our
opinion these transactions have been made at reasonable prices having
regard to the prevailing market prices at the relevant time of
transactions.
6. The Company has not accepted any deposits from public within the
meaning of Sections 58A and 58AA of the Companies Act, 1956 and the
rules made under Companies (Acceptance of Deposits) Rules, 1975.
Therefore, the provisions of Clause (vi) of paragraph 4 of the
aforesaid Order, in our opinion are not applicable to the Company for
the year under review.
7. In our opinion, the Company has an adequate internal audit system
commensurate with the size of the Company and the nature of its
business.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of sub-clause (1) of Section 209 of the Companies Act,
1956 in respect of services carried out by the Company.
9. Statutory Dues:
(a) According to the records of the Company, Provident Fund, Employees
State Insurance, Income Tax, Sales Tax, Customs Duty, Service Tax,
Excise Duty, Cess and other statutory dues to the extent applicable to
the Company, have been generally regularly deposited during the year
with the appropriate authorities.
(b) According to the information and explanations given to us, there
are no undisputed amounts payable in respect of Income Tax, Customs
Duty, Service Tax, Excise Duty, Cess and other statutory dues
outstanding as at 31 st March, 2010, for a period more than six months
from the date they become payable, except for liabilities on account of
TDS (Tax Deducted at Source) aggregating to Rs.36.64 lacs and Service
Tax aggregating to Rs.124.38 lacs. The said liabilities have been fully
deposited in the Government Treasury till the date of signing these
statements.
10. The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year. Accordingly, paragraph
4(x) of the Order is not applicable.
11. Based on the information and explanations given to us, we are of
the opinion that the Company has not defaulted in repayment of dues to
financial institution and banks.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
13. The Company is not a chit fund or a nidhi / mutual benefit fund /
society. Therefore, the provisions of clause 4(xiii) of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company.
14. The Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause
4(xiv) of the Companies (Auditors Report) Order, 2003 are not
applicable to the Company.
15. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for the loans taken by others from banks or financial
institutions are not prima facie prejudicial to the interests of the
Company.
16. According to the information and explanations given to us, term
loans raised by the Company have been applied for the purpose for which
they were raised.
17. According to the information and explanations given to us and on
the overall examination of the Balance Sheet of the Company, we report
that the Company has not used funds raised on short term basis for long
term investment.
18. According to the information and explanation given to us, the
Company has made preferential allotment of shares to parties and
Companies / firms covered in the register maintained under Section 301
of the Companies Act, 1956. The prices at which these shares have been
issued are not prejudicial to the interest of the Company.
1 9. In our opinion and according to the information and explanations
given to us, the Company has not issued any secured debentures during
the period covered by our report. Accordingly, the provisions of clause
4(xix) of the Companies (Auditors Report) Order, 2003 are not
applicable to the Company.
20. The Company has not raised any money by public issues during the
year. Accordingly, paragraph 4(xx) of the Order is not applicable.
21. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the year
under review.
For SARAF GURKAR & ASSOCIATES
Chartered Accountants
Firm Registration No.: 126518W
S. L. Saraf
Partner
Membership No. 030866
Date: 7th July, 2010
Place: Mumbai