We have audited the accompanying standalone financial statements of
VIDLI RESTAURANTS LIMITED ("the Company"), which comprise the Balance
Sheet as at 31stMarch, 2016, the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended and a summary of the
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 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 of 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 there under.
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. 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 31stMarch, 2016, and its profit and its Cash Flow for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016 ("the
order"), issued by the Central Government of India in terms of sub-
section (11) of section 143 of the Companies Act, 2013, we give in the
"Annexure A" a statement on the matters specified in paragraphs 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 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.
(e) On the basis of the written representations received from the
directors as on 31st March, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2016
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 "Annexure B".
(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 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 has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Referred to in paragraph 1 under the heading 'Report on Other Legal &
Regulatory Requirement' of our report of even date to the financial
statements of the Company for the year ended March 31, 2016:
(i) In respect of the Company's fixed assets
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets installed
at its various units.
(b) According to the information and explanations given to us, some of
the fixed assets have been physically verified during the year by the
management in accordance with a phased programmed 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 verification.
(c) The company does not own any immovable property, hence clause (i)
(c) of the report is not applicable. (ii) In respect of its
Inventories
(a) As explained to us, physical verification of inventories has been
conducted by the management at reasonable intervals.
(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) On the basis of our examination of the Inventory records of the
company, we are of the opinion that the company is maintaining proper
records of its inventories. Discrepancies, which were noticed on
physical verification of inventory as compared to book records, were not
material and have been properly dealt with in the books of accounts.
(iii) In respect of the loans, secured or unsecured granted to
companies, firms, Limited Liability Partnership or other parties covered
in the Register maintained under Section 189 of the Companies Act,
2013. The company has granted an unsecured loan of Rs. 3,30,65,000/-
(maximum balance Rs. 3,30,65,000/-) to one of the companies in which
director is interested viz, Kamat Holiday Resorts (Silvassa) Limited.
(a) In our opinion and according to the information and explanations
given to us, the terms and conditions of such loans are not prejudicial
to the companies' interest.
(b) The above loan is not due for refund during the year and
accordingly our comments on the regularity of receipt of principal
amount of the said loan are not given. Interest on the said loan is
charged and is not due for recovery during the year and accordingly our
comments on the regularity of receipt of interest of the said loan are
not given.
(c) There was no overdue amount in respect of principal amount and
interest.
(iv) In our opinion and according to the information and explanations
given to us, the company has complied with the provisions of section
185 and I86 of the Companies Act, 2013 in respect of loans,
investments, guarantees, and security.
(v) The company has not accepted deposits from the public, within the
meaning of sections 73 to 76 or any other relevant provisions of the
Companies Act, 2013 and the rules framed there under, Hence, the clause
(v) of the Order is not applicable to the company.
(vi) To the best of our knowledge and according to the information and
explanations given to us, the central government has not prescribed the
maintenance of cost records under Section 148(1) of the Companies Act,
2013 for any services rendered by the Company.
(vii) (a) The company has generally been regular in depositing
undisputed statutory dues including provident fund, employees' state
insurance, income-tax, sales-tax, service tax, duty of customs, duty of
excise, value added tax, cess and any other statutory dues with the
appropriate authorities.
(b) According to the information and explanations given to us and on
the basis of our examination of the documents and records, there are no
cases of non-deposit with appropriate authorities of disputed dues of
income tax, sales-tax, , service tax, customs duty, excise duty, value
added tax, cess.
(viii) The company has not taken any loans from fnancial institutions
or bank or nor has issued any debentures, hence clause (viii) of the
report is not applicable.
(ix) According to the information and explanations given to us, the
money raised by way of Initial Public offer amounting to Rs.
1,31,00,000/- during the year, Rs. 33,00,000/- was applied for the
purpose for which the same was raised and the balance Rs. 98,00,000/- is
kept in a Bank Account.
(x) Based upon the audit procedures performed and the information and
explanations given by the management, we report that no fraud by the
Company or on the company by its offcers or employees has been noticed
or reported during the year.
(xi) Based upon the audit procedures performed and the information and
explanations given to us, 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 to the Companies Act;
(xii) In our opinion, the Company is not a Nidhi Company. Therefore,
the provisions of clause 4 (xii) of the Order are not applicable to the
Company.
(xiii) In our opinion, all transactions with the related parties are in
compliance with section 177 and 188 of Companies Act, 2013 and the
details have been disclosed in the Financial Statements as required by
the applicable accounting standards.
(xiv) Based upon the audit procedures performed and the information and
explanations given to us, the company has not made any preferential
allotment or private placement of shares or fully or partly convertible
debentures during the year under review. Accordingly, the provisions of
clause 3 (xiv) of the Order are not applicable.
(xv) Based upon the audit procedures performed and the information and
explanations given to us, the company has not entered into any non-
cash transactions with directors or persons connected with him.
Accordingly, the provisions of clause 3 (xv) of the Order are not
applicable.
(xvi) In our opinion, the company is not required to be registered
under section 45-IA of the Reserve Bank of India Act, 1934 and
accordingly, the provisions of clause 3 (xvi) of the order are not
applicable to the company.
For P.D. Saraf & Co.
Chartered Accountants
Firm's Registration No.109241W
Madhusudan Saraf
Partner
Membership No. 41747
Place: Mumbai
Date: 15th May, 2016
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