TO THE MEMBERS OF RTCL LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone Financial Statements of RTCL Limited ("theCompany") which comprise the Balance Sheet as at March 31 2016 the Statement ofProfit and Loss the Cash Flow Statement for the year then ended and a summary ofsignificant 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 section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provision of the Act for safeguarding of the assets of the Companyand for preventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these Standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thestandalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give true and fair view in orderto design audit procedures that are appropriate in the circumstances but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internalfinancial controls system over financial reporting and operating effectiveness of suchcontrols. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of the accounting estimates made by Company's Directors aswell as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India.
(a) in the case of Balance Sheet of the state of affairs of the Company as at March31 2016
(b) in the case of the Statement of Profit and Loss of the Profit for the year endedon that date and
(c) in the case of Cash Flow Statement of cash flows 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 ofthe Act we give in the Annexure-"A" a statement on the matters Specified inparagraphs 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 bestof our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.
d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
e) On the basis of written representations received from the directors as on 31 March2016 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2016 from being appointed as a director in terms of Section 164(2) of theAct.
f) With respect to the adequacy of the internal financial controls over financialreporting of the Group and operating of such controls refer to our separate report inAnnexure "B" and
g) with respect to other matters to be included in the Auditors' Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which may have any impact on itsStandalone financial position in its standalone financial statement as of March 31 2016;
ii. The Company did not have any long term contracts including derivatives contracts;
iii. There were no amounts which are required to be transferred to Investor's Educationand Protection Fund by the company.
For Kumar Piyush & Co.
Firm Registration No.: 005120N
Virendra Kumar Goel
Membership No.: 083705
Place: New Delhi
Date: May 30 2016
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
ANNEXURE REFERRED TO IN OUR INDEPENDENT AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OFRTCL LIMITED ON THE STANDALONE FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH312016 WE REPORT THAT:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets of the company are physically verified by the management atreasonable intervals. No material discrepancies were noticed on such verification
(c) The title deeds of immovable properties are held in the name of the company.
(ii) (a) As explained to us the Inventories of finished goods has been physicallyverified at reasonable intervals by the management and no discrepancies were noticed onphysical verification as compared with the books records
(iii) (a) The Company has not granted any loans secured or unsecured to companiesfirms Limited Liabilities
Partnerships or parties listed in the register maintained under section 189 of theCompanies Act 2013 ('the Act). Consequently the provisions of clauses 3(iii)(a) relatingthe terms and conditions of the grant of such loans (b) relating to the schedule ofrepayment and interest and receipts and (c) relating to overdue amount of the order arenot applicable to the Company.
(iv) In our opinion and according to the information and the explanations given to usthe Company has given any guarantee for loans taken by others from banks or financialinstitutions as referred to in para number 28 of Notes to Accounts.
(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits during the year and does not have any unclaimeddeposits. Therefore the provisions of the clause 3 (v) of the Order are not applicable tothe Company.
(vi) As informed to us the Central Government has not prescribed the maintenance ofcost records under section
148(1) of the Act in respect of the activities carried on by the Company.
(vii) (a) According to the books and records as produced and examined by us inaccordance with generally accepted auditing practices in India and also based onmanagement representations undisputed statutory dues in respect of provident fund incometax sales tax service tax duty of customs value added tax cess and other materialstatutory dues have generally been regularly deposited during the year by the Company.
According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income tax sales tax service tax duty of customsvalue added tax cess and other material statutory dues were outstanding at the year endfor a period of more than six months from the date they became payable. However ServiceTax for the financial year 2014-15 of Rs. 3812500/- was paid on 29.03.2016.
(b) According to the information and explanations given to us there were no materialdues of duty of customs and cess which have not been deposited with the appropriateauthorities on account of any dispute as on 31.03.2016.
According to the information and explanations given to us the company has paid allundisputed dues of excise duty.
(viii) The Company has not defaulted in repayment of loans or borrowing to a financialinstitution bank government or dues to debenture holders.
(ix) Since the company has not raised monies by way of initial public offer or furtherpublic offer (including debt instruments) and term loan during the year hence this clauseis not applicable.
(x) To the best of our knowledge and according to the information and explanationsgiven to us no material fraud on or by the Company has been noticed or reported duringthe course of our audit.
(xi) The Company has paid the managerial remuneration accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct.
(xii) Since the company is not a Nidhi Company hence this clause is not applicable.
(xiii) The Company has disclosed all transactions with the related parties incompliance with section 177 and 188 of the Companies Act 2013 and all the details in theStandalone Financial Statements etc. as required by the applicable accounting standards.
(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year.
(xv) The Company has not entered any non cash transaction with directors or personconnected with him.
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Therefore the provisions of this Clause are not applicable tothe Company.
For Kumar Piyush & Co.
Firm Registration No.: 005120N
Virendra Kumar Goel
Membership Number: 083705
Place : New Delhi
Date : May 30 2016
Annexure to the Auditors' Report
Report on the Internal Financial Controls under Clause (i) of sub section 3 of Section143 of The Companies Act 2013 ("the Act")
In conjunction with our audit of the Financial Statements of the Company as of and forthe year ended 31 March 2016 we have audited the internal financial controls overfinancial reporting of RTCL Limited as of that date.
Management's Responsibility for Internal Financial Controls
The Respective Board of Director of the Company is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company have in in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For Kumar Piyush & Co.
Firm Regn. No: 005120N
Virendra Kumar Goel
Membership No.: 083705
Place : New Delhi
Dated : May 30 2016