Key Quantitative Figures

  • Revenue from Operations: ₹0.00 lakhs
  • Other Income: ₹0.00 lakhs
  • Total Income: ₹0.00 lakhs
  • Depreciation and Amortization Expenses: ₹816.05 lakhs
  • Total Expenses: ₹816.05 lakhs
  • Net Loss for the quarter: ₹816.05 lakhs
  • Basic and Diluted Loss per share: (₹2.63)
  • Paid-up Equity Share Capital: ₹3100.49 lakhs
  • Face Value per Equity Share: ₹10.00

Dates of Action

  • CIRP initiated: January 11, 2021
  • Liquidation Order: April 28, 2022
  • E-auction: August 16, 2024
  • Transfer Date (control transfer): November 7, 2024
  • Sale Certificate issued: January 23, 2025
  • Payment to stakeholders completed: November 28, 2024
  • NCLT Relief Order: February 26, 2026
  • Financial results period: Quarter ended June 30, 2022

Parties Involved

  • Auditor: K Bhavsar & Co. Chartered Accountants (Firm Registration No.: 145880W)
  • Resolution Professional: Mr. Saurabh Kumar Tikmani
  • Liquidator: Mr. Gajesh Labhchand Jain
  • Successful Bidder: Not named in document
  • Applicant for CIRP: Axis Bank Limited
  • Regulatory Bodies: NCLT Mumbai Bench, SEBI, BSE, NSE

Basis for Disclaimer of Conclusion

The auditor issued a disclaimer of conclusion due to pervasive scope limitations:

  • Company underwent CIRP and subsequent liquidation proceedings during historical periods
  • Current management acquired company on November 7, 2024, but had no access to complete books of accounts, original vouchers, or underlying servers
  • Operational activities were suspended during review period
  • Unable to conduct physical verification of fixed assets and inventories
  • Unable to ascertain potential impairment under Ind AS 36
  • Unable to verify historical balances of trade receivables, cash and bank balances, loans and advances, trade payables, borrowings, and statutory dues
  • Unable to evaluate financial impact of shifting bases of accounting during CIRP and liquidation phases
  • Unable to ascertain completeness of provisions for taxation, employee benefits, contingent liabilities, and related party transactions
  • Internal Financial Controls and SEBI LODR compliances were not operational during transition phase

NCLT Relief Order Impact (February 26, 2026)

  • All pre-transfer dues and liabilities permanently extinguished
  • Existing equity share capital stands cancelled
  • Company adopted Fresh Start Accounting effective Transfer Date of November 7, 2024
  • Successful Bidder not liable for statutory/regulatory non-compliances occurring prior to Transfer Date
  • Non-compliance penalties/fines by BSE and NSE for non-publication of results waived

Corporate History and Reconstruction

  • Company incorporated as public limited company with shares listed on BSE and NSE
  • Scheme of Demerger approved by NCLT on December 21, 2017, demerging gymnasium business into Talwalkars Healthclubs Limited
  • Financial results for Sept 2019 to Dec 2024 reconstructed on "best-effort basis" from fragmented data
  • New management does not take responsibility for accuracy of pre-acquisition financial data

Accounting Policies by Period

  • Pre-CIRP Period (Sep-2019 to Dec-2020): Prepared under Ind AS on going concern basis
  • CIRP Period (Jan-2021 to Apr-2022): Assets stated at net realizable values, CIRP costs expensed
  • Liquidation Period (May-2022 to Nov-2024): Prepared on liquidation basis, write-back of liabilities treated as Capital Reserve
  • Post-Acquisition Period (Dec-2024): Fresh Start Accounting adopted from Transfer Date

Going Concern Assessment

Company was not on going concern basis during CIRP and liquidation periods (Jan-2021 to Nov-2024). Going concern assumption appropriate from quarter ended December 31, 2024, onward due to clear title, extinguished liabilities, and NCLT Relief Order protections.

Comparative Figures

Comparative figures reconstructed on best-effort basis from available fragmented records. Departure from Ind AS 34 disclosed in audit reports due to non-availability of original records.