To the Members
Responsive Industries Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of ResponsiveIndustries Limited ("the Company") which comprise the Balance Sheet as at31st March 2018 the Statement of Profit and Loss (including othercomprehensive income) the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and a summary of the significant accounting policies and otherexplanatory information (herein after referred to as "Ind AS financialstatements").
Managements Responsibility for the Standalone Ind AS Financial Statements
The Companys Board of Directors is responsible for the matters stated insub-section 5 of Section 134 of the Companies Act 2013 ("the Act") with respectto the preparation of these Standalone Ind AS financial statements that give a true andfair view of the (state of affairs) financial position profit or loss (financialperformance including other comprehensive income) cash flows and changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards ("Ind AS") specified under Section 133of the Act read with relevant rules issued thereunder. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls and ensuring their operatingeffectiveness and the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Standalone Ind AS financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these Standalone Ind AS financialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder. We conductedour audit in accordance with the Standards on Auditing specified under sub-section 10 ofSection 143 of the Act. Those Standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the StandaloneInd AS financial statements are free from material misstatement. An audit involvesperforming procedures to obtain audit evidence about the amounts and the disclosures inthe Standalone Ind AS financial statements. The procedures selected depend on theauditors judgment including the assessment of the risks of material misstatement ofthe Standalone Ind AS financial statements whether due to fraud or error. In making thoserisk assessments the auditor considers internal financial controls relevant to theCompanys preparation of the Standalone Ind AS financial statements that give a trueand fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by theCompanys Directors as well as evaluating the overall presentation of the StandaloneInd AS 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 Ind AS financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thestate of affairs (financial position) of the Company as at 31st March 2018 itsprofit (financial performance including other comprehensive income) its cash flowsand the changes in equity for the year ended on that date.
The Standalone financials statements of the Company for the year ended 31st March2017 were audited by Haribhakti & Co. LLP who expressed an unmodified opinion onthose statements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order 2016 (theOrder) issued by the Central Government of India in exercise of powers conferred bysub-section 11 of section 143 of the Act we enclose in "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order.
2.As required by sub-section 3 of Section 143 of the Act we report that: a) We havesought and obtained all the information and explanations which to the best of ourknowledge 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 Sheetthe Statement of Profit and Loss Cash Flow Statement and the Statement of Changes inEquity dealt with by this Report are in agreement with the books of account;
d) In our opinion the aforesaid Standalone Ind AS financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with relevantrules issued thereunder;
e) On the basis of the written representations received from the Directors as on 31stMarch 2018 and taken on record by the Board of Directors none of the Directors aredisqualified as on 31st March 2018 from being appointed as a Director in termsof subsection 2 of Section 164 of the Act;
f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls we give ourseparate Report report in "Annexure B" ; g) With respect to the othermatters to be included in the Auditors Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financialposition.
ii. The company did not have any long term contracts including derivative contracts.Hence the question of any material foreseeable losses does not arise.
iii. There has been no delay in transferring amount required to be transferred to theInvestor Education and Protection Fund by the company.
For S G C O & Co. LLP
Firm Reg. No. 112081W/W100184
Mem No: 044739
Place : Mumbai
Date : 2nd May 2018
Annexure "A" to Independent Auditors Report
Annexure referred to in Paragraph 1 under "Report on Other Legal and RegulatoryRequirements" in the Independent Auditors Report of even date to the members ofResponsive Industries Limited ("the Company") on the Standalone Ind ASfinancial statements for the year ended 31st March 2018.
(i) a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
b) During the year the fixed assets of the Company have been physically verified bythe Management and as informed no material discrepancies were noticed on suchverification. In our opinion the frequency of verification is reasonable having regard tothe size of the Company and the nature of its assets.
c) The title deeds of immovable properties recorded as fixed assets in the books ofaccounts of the Company are held in the name of the Company.
(ii) The inventories have been physically verified by the management during the year atreasonable intervals. Discrepancies noticed on physical verification of inventories ascompared to book records were not material and have been properly dealt with in the booksof account.
(iii) a) As informed the Company has not granted any Loan secured or unsecured tocompanies firms Limited Liability Partnership or other parties covered in the registermaintained under section 189 of the Companies Act 2013. Accordingly paragraph 3 (iii)(a) 3 (iii) (b) and 3 (iii) (c) of the said Order are not applicable to the Company.
(iv) Based on information and explanation given to us in respect of loans investmentsguarantees and securities the Company has complied with the provisions of Sections ofSection 185 and 186 of the Act.
(v) In our opinion and according to the information and explanation given to usthe Company has not accepted any deposit from the public within the provision of Section73 to 76 of the Act and the rules framed there under.
(vi) We have broadly reviewed the books of accounts maintained by the company inrespect of products where the maintenance of cost records have been specified by theCentral Government under sub section (1) of section 148 of the Act and the rules framedthereunder and we are of the opinion that prima facie the prescribed accounts and recordshave been made and maintained.
(vii) a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund employees state insurance income taxsales tax service tax Goods and Service tax Value added tax custom duty excise dutycess and any other material statutory dues applicable to it. However there have beenslight delay in few cases.
According to the information and explanation given to us no undisputed amounts payablein respect of provident fund employees state insurance income tax sales tax servicetax goods and service tax Value added tax custom duty excise duty cess and any othermaterial statutory dues applicable to it were outstanding at the year end for a periodof more than six month from the date they became payable except the following:
|Name of the Statue ||Nature of dues ||Amount (Rs. In Million) ||Period to which the amount relates ||Due date ||Date of payment |
|Central || || || || || |
|Sales tax ||Central || ||2008-2009 to || || |
|Act 1956 ||Sales Tax ||1.19 ||2016-2017 ||various ||unpaid |
b) According to the information and explanation given to us there are no dues withrespect to income tax sales tax service tax Goods & Service tax value added taxcustom duty excise duty which have not been deposited on account of any dispute.
(viii) According to the information and explanations given to us the Company has notdefaulted in the repayment of loans or borrowings to banks and financial institution.
(ix) The Company has not raised money by way of public issue offer/ further publicoffer (including debt instruments) and term loan have been applied by the Company for thepurposes for which they were raised.
(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practises in India andaccording to the information and explanation given to us we have neither come across anyinstances of fraud by the Company or any fraud on the Company by its officer or employeesnoticed or reported during the year nor have we been informed of any such instance by theManagement.
(xi) During the year the Company has not paid any managerial remuneration. Hence theprovisions of section 197 read with Schedule V to the Act is not applicable to theCompany.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3 (xii) of the Order is notapplicable.
(xiii) According to the information and explanation given to us all transactionentered into by the Company with the related parties are in compliance with Sections 177and 188 of Act where applicable and the details have been disclosed in the financialStatements etc. as required by the applicable Indian Accounting Standards.
(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review.Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanation given to us the Company has notentered into any non-cash transactions with the directors or persons connected with himduring the year.
(xvi) According to the information and explanation given to us the Company Is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.
For S G C O & Co. LLP
Firm Reg. No. 112081W/W100184
Mem No: 044739
Annexure "B" to the Independent Auditors Report of even date on theStandalone Ind AS financial statements of Responsive Industries Limited for the year ended31st March 2018.
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 internalfinancial controls over financial reporting of Responsive Industries Limited ("theCompany") as of March 31 2018 in conjunction with our audit of the Standalone Ind ASfinancial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys 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 Financial Reportingissued by the Institute of Chartered Accountants of India ("ICAI").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 companys policies the safeguardingof its 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 issued by ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Companys internal financial controls system over financialreporting.
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 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 March 31 2018 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 ICAI.
For S G C O & Co.LLP
Firm Reg. No. 112081W/W100184
Mem. No. 044739
Date: 2nd May 2018