TO THE MEMBERS OF RTCL LIMITED
We have audited the accompanying Standalone Ind AS financial Statements of RTCLLimited ("the Company") which comprise the Balance Sheet as at March 312019 the Statement of Profit and Loss the Cash Flow Statement and Statement of Changesin Equity for the year then ended and a summary of significant accounting policies andother explanatory information.
As per Ind AS 109 "Financial Instruments" the investment in equity shares(other than subsidiary associates and joint ventures) are recognized at fair valuethrough Profit and Loss Account or Fair Value through Other Comprehensive Income Howeverthe company has recognized the Non-current Investments in equity shares (other thansubsidiary associates and joint ventures) at Cost as appearing in the Standalone BalanceSheet as at March 31 2019 and March 31 2018 which constitutes a departure from theAS-109 "Financial Instruments".
Therefore financial impact on account of the difference between the fair value and thecost of Non-Current investment in the "Non-Current Investment" "OtherEquity" and "Other Comprehensive Income" and "Deferred Tax" arenot ascertainable. This matter is also qualified in the previous year.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion paragraph above the aforesaid Standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the Indian Accounting Standards prescribed under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended ("IndAS") and other accounting principles generally accepted in India
(a) in the case of Balance Sheet of the state of affairs of the Company as at March31 2019
(b) in the case of the Statement of Profit and and Loss and Comprehensive Income ofthe Profit and including other Comprehensive Income for the year ended on that date
(c) in the case of Cash Flow Statement of cash flows for the year ended on that dateand
(d) in the case of Statement of Change in Equity of Cash Flow Statement of cash flowsfor the year ended on that date.
(e) in the case of Statement of Change in Equity of Cash Flow Statement of cash flowsfor the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI'sCode ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone financial statements.
Key Auditors Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.
Except the matter described in Basis of Qualified Opinion we have determined thatthere are no other key audit matters to communicate in our report.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.
Management's Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of thefinancial position financial performance and cash flows and changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provision of the Act forsafeguarding of the assets of the Company and for preventing and detecting the 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 control that were operating effectively forensuring 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.
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.
The Board of Directors are also responsible for overseeing the company's financialreporting 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 standalone 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 financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
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.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
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 including the Statement of OtherComprehensive Income the Cash Flow Statement and Statement of Change in Equity dealt withby this Report are in agreement with the books of account.
d) In our opinion the aforesaid Standalone Ind ASfinancial 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 March2019 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2019 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".
g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:
In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act. h) with respect to other mattersto be included in the Auditors' Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules 2014 in our opinion and to the best of our information and accordingto the explanations given to us:
i. The Company has pending litigations which may have impact on its financial positionin its standalone Ind ASfinancial statement as of March 31 2019 (Refer to Point No.38 ofthe "Notes to Accounts");
ii. The Company did not have any long term contracts including derivatives contractsand
iii. There were no amounts which are required to be transferred to Investor's Educationand Protection Fund by the company.
For Saria Gupta & Co.
Firm Registration No. 003168N
Place: New Delhi
Date: May 30 2019
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 IND AS FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDEDMARCH 31 2019 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 undersection 189 of the Companies Act 2013 ('the Act). Consequently the provisions of clauses3(iii)(a) relating the terms and conditions of the grant of such loans (b) relating to theschedule of repayment and interest and receipts and (c) relating to overdue amount ofthe order are not applicable to the Company.
(iv) In our opinion and according to the information and the explanations given to usthe Company has given guarantee for loans taken by others from banks or financialinstitutions as referred to in para number 38 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 bythe 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.
(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 31.03.2019.
(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 Ind AS Financial Statements etc. as required by the applicable accountingstandards.
(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 India Act 1934.
For Saria Gupta & Co.
Firm Registration No. 003168N
Place: New Delhi
Date: May 30 2019
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 ofthe Financial Statements of the Company as of and for the year ended 31 March 2019 wehave audited the internal financial controls over financial reporting of RTCL LIMITED asof 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 2019 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 Saria Gupta & Co.
Firm Registration No.: 003168N
Membership No.: 550213
Place: New Delhi
Date: May 30 2019