To the Members of RCL Retail Limited
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the standalone financial statements of RCL Retail Limited ("theCompany") which comprise the Balance Sheet as at 31st March 2021 and the Statementof Profit and Loss Statement of Changes in Equity and Statement of cash flows for theyear then ended and Notes to the Financial Statements including a summary of significantaccounting policies and other explanatory information.
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 of the state of affairs of the Companyas at March 31 2021 and profit/loss changes in equity and its cash flows for the yearended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Information other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors and Management is responsible for the preparation ofthe other information. The other information comprises the information obtained at thedate of this auditor's report but does not include the financial statements and ourauditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.
Responsibility of the Management and those charged with Governance for the StandaloneFinancial 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 changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement thatgives a true and fair view and are free from material misstatement whether due to fraudor error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so. Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.
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 the Cash Flow Statementdealt with 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.
(f) On the basis of the written representations received from the directors as on 31stMarch 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in terms of Section164 (2) of the Act.
(g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A".
(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company do not have any pending litigations to report on its financial positionin its financial statements as reported by the management.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
ANNEXURE "A" TO INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RCL RETAILLIMITED CHENNAI FOR THE YEAR ENDED 31st MARCH 2021
Annexure A referred to in our report under "Report on Other Legal and Regulatoryrequirements Para 1" of even date on the accounts for the year ended 31stMarch 2021
1. In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;
(b) The fixed assets were physically verified during the year by the Management inaccordance with a regular program of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.
2. There were no stock of traded goods anytime during the financial year and hence therequirement for physical verification by the management did not arise during or at theclose of the year
3. During the year the company has not granted any loan to a Company Firm LimitedLiability Partnerships or other parties covered in the register maintained under theSection 189 of the Companies Act 2013.
4. During the year the Company has not granted any loan furnished any guarantees orprovided any security. The Company has not made any investments in Mutual Fund Unitsduring the year. The Company has complied with the provisions of section 185 of theCompanies Act 2013. The provisions of Section 186 are not applicable to the company.
5. The company has not accepted any deposit within the meaning of the sections 73 to 76of the Companies Act during the year.
6. According to the information and explanations furnished to us the requirement formaintenance of the cost records pursuant to the Companies (Cost Records and Audit) Rules2014 specified by the Central Government of India under section 148 of the Companies Act2013 are not applicable to the Company for the year under audit.
7. (a) According to the records provided to us the company is generally regular indepositing undisputed statutory dues including Provident Fund Income Tax Goods andService Tax and Tax Deducted at Source with the appropriate authorities. However we haveobserved delays in remitting sums in respect of Tax deducted at source and Goods andService Tax.
(b) According to information and explanations given to us there are no disputed duesthat were not deposited with the concerned authorities.
8. The company has not availed any term loans from Bank or financial institutions.Hence the question of reporting on default in repayment thereof does not exist.
9. The company has not raised any money by the way of initial public offer or furtherpublic offers including debt instruments or by the way of term loans during the year.Hence reporting on utilization of such money does not arise.
10. Based on the audit procedures adopted and information and explanations furnished tous by the management no fraud on or by the company has been noticed or reported duringthe course of our audit.
11. No managerial remuneration has been paid or provided for during the year.
12. The company is not a Nidhi Company and as such this clause of the Order is notapplicable.
13. (a) In our opinion and according to the information and explanations furnished tous we are not in a position to report whether all the transactions with the relatedparties are in compliance with sections 177 and 188 of Companies Act 2013 or not as weare not provided with complete information about the details and transactions of all therelated parties.
(b) The details of transactions between some of the related parties during the yearhave been disclosed in the Ind AS Financial statements as required by the applicableaccounting standards. Refer Note No. 31 to Ind AS Financial statements.
14. During the year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures under section 42 of theCompanies Act 2013.
15. In our opinion and according to the information and explanations furnished to usthe company has not entered into any non-cash transactions with directors or personsconnected with them.
16. The company is not required to register under section 45-IA of the Reserve Bank ofIndia Act 1934.
ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RCL RETAILLIMITED CHENNAI FOR THE YEAR ENDED 31st MARCH 2021
Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial reporting of RCL RETAIL LIMITED Chennai("the Company") as of March 31 2021 in conjunction with our audit of the Ind ASFinancial statements of the Company for the Year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's Management is responsible for establishing and maintaining internalfinancial controls based on "the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over the Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
Our responsibility is to express an opinion on the Company's Internal Financial Controlover financial reporting based on our audit. We conducted our audit in accordance with theGuidance Note and the Standards on Auditing (the Standards') issued by the ICAI anddeemed to be prescribed under section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both issued by the ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively 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 judgment including the assessment of the risks ofmaterial misstatement of the Ind AS Financial statements whether due to fraud or error.
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 Ind AS Financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that
1. Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company.
2. Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Ind AS Financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and
3. Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 financialreporting including the possibility of collusion or improper management overriding 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 has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2021 based on
i. Existing policies and procedures adopted by the Company for ensuring orderly andefficient conduct of the business.
ii. Continuous adherence to Company's policies.
iii. Existing procedure in relation to safeguarding of Company's fixed assetsInvestments Receivables loans and advances made and cash and bank balances.
iv. Existing system to prevent and detect fraud and errors.
v. Accuracy and completeness of Company's accounting records.
vi. Existing capacity to prepare timely and reliable financial information.
| ||As per our Report attached For M/s. Venkat & Rangaa LLP |
| ||Chartered Accountants |
| ||FRN: 004597S |
|Place: Chennai ||T. Zameer |
|Date: 29th July 2021 ||Partner |
|UDIN: 21230441AAAAES3310 ||Membership No.: 230441 |