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RPSG Ventures Ltd.

BSE: 542333 Sector: IT
NSE: RPSGVENT ISIN Code: INE425Y01011
BSE 00:00 | 03 Aug 715.10 5.35
(0.75%)
OPEN

719.70

HIGH

743.65

LOW

711.00

NSE 00:00 | 03 Aug 716.50 5.45
(0.77%)
OPEN

715.00

HIGH

744.00

LOW

710.00

OPEN 719.70
PREVIOUS CLOSE 709.75
VOLUME 15886
52-Week high 809.95
52-Week low 166.00
P/E 14.89
Mkt Cap.(Rs cr) 1,896
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 719.70
CLOSE 709.75
VOLUME 15886
52-Week high 809.95
52-Week low 166.00
P/E 14.89
Mkt Cap.(Rs cr) 1,896
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RPSG Ventures Ltd. (RPSGVENT) - Auditors Report

Company auditors report

To The Members of CESC Ventures Limited (Formerly RP-SG BusinessProcess Services Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements ofCESC Ventures Limited (Formerly RP-SG Business Process Services Limited) ("theCompany") which comprise the Balance Sheet as at 31st March 2020 the Statementof Profit and Loss (including Other Comprehensive Income) the Statement of Changes inEquity and the Statement of Cash Flows for the year then ended and a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas the "Standalone Financial Statements").

In our opinion and to the best of our information and according tothe explanations given to us the aforesaid Standalone Financial Statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2020its profit and total comprehensive income the changes in equity and its cash flows forthe year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act(SAs). Our responsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the Standalone Financial Statements ofthe current period. We have determined that there are no key audit matters to communicatein our report.

Information Other than the Financial Statementsand Auditor's Report Thereon

• The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Board'sreport including Annexures to Board's Report and Management Discussion and AnalysisReport but does not include the Consolidated Financial Statements Standalone FinancialStatements and our auditor's report thereon.

• Our opinion on the Standalone Financial Statements does notcover the other information and we do not express any form of assurance conclusionthereon.

• In connection with our audit of the Standalone FinancialStatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the Standalone FinancialStatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.

• If based on the work we have performed we conclude thatthere is a material misstatement of this other information we are required to report thatfact. We have nothing to report in this regard.

Management's Responsibility for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these StandaloneFinancial Statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity of theCompany in accordance with the Ind AS and other accounting principles generally acceptedin India. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the StandaloneFinancial Statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Standalone Financial Statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal financial controlrelevant to the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used andthe reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the Standalone Financial Statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content ofthe Standalone Financial Statements including the disclosures and whether the StandaloneFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the Standalone FinancialStatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement thatwe have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

Report on Other Legal and RegulatoryRequirements

1. As required by Section 143(3) of the Act based on our audit wereport to the extent applicable that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law havebeen 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 includingOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid Standalone Financial Statementscomply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on 31st March 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2020 from being appointed as a director interms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company does not have any pending litigations which wouldimpact its financial position.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

For Batliboi Purohit & Darbari
Chartered Accountants
(Firm's Registration No.303086E)
CA Hemal Mehta
(Partner)
Place: Kolkata (Membership No. 063404)
Date: 26 June 2020 (UDIN:20063404AAAADT3544)

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 1(f) under 'Report onOther Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of CESC Ventures Limited (Formerly RP-SG Busines Process Services Limited)("the Company") as of March 31 2020 in conjunction with our audit of thestandalone Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for InternalFinancial Controls

The Company's management 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 designimplementation 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the"Guidance Note") issued by the Instituteof Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate 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 evidenceabout the adequacy of the internal financial controls system over financial reporting andtheir operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls overfinancial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls overFinancial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal FinancialControls Over Financial Reporting

Because of the inherent limitations of internal financial controlsover financial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to usthe 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 2020 based on thecriteria for internal financial control over financial reporting established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For Batliboi Purohit & Darbari
Chartered Accountants
(Firm's Registration No.303086E)
(CA Hemal Mehta)
(Partner)
Place: Kolkata (Membership No. 063404)
Date: 26th June 2020 (UDIN:20063404AAAADT3544)

Annexure "B" to the IndependentAuditor's Report

(Referred to in paragraph 2 under 'Report onOther Legal and Regulatory Requirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by theManagement in accordance with a regular programme of verification which in our opinionprovides for physical verification of all the fixed assets at reasonable intervals.According to the information and explanation given to us no material discrepancies werenoticed on such verification.

(c) The Company does not have any immovable properties of freeholdor leasehold land and building and hence reporting under clause (i)(c) of the CARO 2016 isnot applicable.

(ii) The Company does not have any inventory and hence reportingunder clause (ii) of the CARO 2016 is not applicable.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013.

(iv) In our opinion and according to the information andexplanations given to us the Company has complied with the provisions of Sections 185 and186 of the Companies Act 2013 in respect of grant of loans making investments andproviding guarantees and securities as applicable.

(v) According to the information and explanations given to us theCompany has not accepted any deposit during the year or did not had any unclaimed depositsat the beginning of the year and accordingly reporting under clause (v) of CARO 2016 isnot applicable.

(vi) The maintenance of cost records has not been specified by theCentral Government under section 148(1) of the Companies Act 2013.

(vii) According to the information and explanations given to us inrespect of statutory dues:

(a) The Company has been regular in depositing undisputed statutorydues including Provident Fund Employees' State Insurance Income-tax Goods and ServiceTaxCustoms Duty cess and other material statutory dues applicable to it to theappropriate authorities.

(b) There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Income- tax Goods and Service Tax Customs Duty cessand other material statutory dues in arrears as at 31st March 2020 for a period of morethan six months from the date they became payable.

(c) There are no dues of Income-tax Goods and Service Tax andCustoms Duty as on 31st March 2020 on account of disputes.

(viii) The Company has not taken any loans or borrowings fromfinancial institutions banks and government or has not issued any debentures. Hencereporting under clause (viii) of CARO 2016 is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial publicoffer or further public offer (including debt instruments) or term loans and hencereporting under clause (ix) of the CARO 2016 Order is not applicable.

(x) To the best of our knowledge and according to the informationand explanations given to us no fraud by the Company and no material fraud on the Companyby its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information andexplanations given to us the Company has paid / provided managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act 2013.

(xii) The Company is not a Nidhi Company and hence reporting underclause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information andexplanations given to us the Company is in compliance with Section 177 and 188 of theCompanies Act 2013 where applicable for all transactions with the related parties andthe details of related party transactions have been disclosed in the financial statementsas required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information andexplanations given to us during the year the Company has not entered into any non-cashtransactions with its directors or persons connected with him and hence provisions ofsection 192 of the Companies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934.

For Batliboi Purohit & Darbari
Chartered Accountants
(Firm's Registration No.303086E)
CA Hemal Mehta
(Partner)
Place: Kolkata (Membership No. 063404)
Date: 26th June 2020 (UDIN:20063404AAAADT3544)

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