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RTCL Ltd.

BSE: 531552 Sector: Infrastructure
NSE: N.A. ISIN Code: INE754B01012
BSE 00:00 | 17 Sep 8.19 -0.40
(-4.66%)
OPEN

8.01

HIGH

8.55

LOW

8.00

NSE 05:30 | 01 Jan RTCL Ltd
OPEN 8.01
PREVIOUS CLOSE 8.59
VOLUME 1494
52-Week high 9.02
52-Week low 2.52
P/E 5.69
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.01
CLOSE 8.59
VOLUME 1494
52-Week high 9.02
52-Week low 2.52
P/E 5.69
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RTCL Ltd. (RTCL) - Auditors Report

Company auditors report

TO THE MEMBERS OF RTCL LIMITED

Opinion

We have audited the accompanying Standalone Ind AS Financial Statementsof RTCL Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2020 the Statement of Profit and Loss the Cash Flow Statement and Statement ofChanges in Equity for the year then ended and a summary of significant accounting policiesand other explanatory information.

Qualified Opinion

As per Ind AS 109 "Financial Instruments" the investment inequity shares (other than subsidiary associates and joint ventures) are recognized atfair value through Profit and Loss Account or Fair Value through Other ComprehensiveIncome However the company has recognized the Non-current Investments in equity shares(other than subsidiary associates and joint ventures) at Cost amounting Rs.106559510/-as appearing in the Standalone Ind As Balance Sheet as at March 31 2020 whichconstitutes a departure from the AS-109 "Financial Instruments".

Therefore financial impact on account of the difference between thefair value and the cost of Non-Current investment in the "Non-CurrentInvestment" "Other Equity" and "Other Comprehensive Income" and"Deferred Tax" are not ascertainable. In this regard the management has madeits representation regarding the complexities in the calculation of fair value of theseinvestments however the management has assured that there is no reduction in the valueof these investments in comparison to the actual cost as stated in the Financialstatements as on 31.03.2020.

In our opinion and to the best of our information and according to theexplanations given to us except for the effects of the matter described in the Basis forQualified Opinion paragraph above the aforesaid Standalone Ind AS Financial Statementsgive the information required by the Act in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India

(a) in the case of Balance Sheet of the state of affairs of theCompany as at March 31 2020

(b) in the case of the Statement of Profit and Loss and ComprehensiveIncome of the Profit and including other Comprehensive Income for the year ended on thatdate

(c) in the case of Cash Flow Statement of cash flows for the year endedon that date and

(d) in the case of Statement of Change in Equity of Cash FlowStatement of cash flows for the year ended on that date.

(e) in the case of Statement of Change in Equity of Cash FlowStatement of cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS 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'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.

Emphasis of Matter

We draw attention to Note 44 to the accompanying Ind AS StandaloneAudited Financial Statements with regard to the management's evaluation of uncertaintydue to the outbreak of COVID-19 and its impact on the future performance operations of theCompany. Our opinion is not modified in respect of this matter.

Key Auditors Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Except the matter described in Basis of Qualified Opinion we havedetermined that there are no other key audit matters to communicate in our report.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for the preparation ofthe other information. The other information comprises the information included in theManagement Discussion and Analysis Board's Report including Annexure to Board's ReportBusiness Responsibility Report Corporate Governance and Shareholder's Information butdoes not include the Ind As Standalone Financial Statements and our auditor's reportthereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's Responsibility for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these Standalone Ind AS Financial Statements that give a true and fair viewof the financial position financial performance and cash flows and changes in equity ofthe Company 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 forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The 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 thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these 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 controls relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Ind AS Standalone Financial Statements or if such disclosuresare inadequate 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 of thestandalone 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 financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the resultsof our work; and

(ii) to evaluate the effect of any identified misstatements in thefinancial statements.

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 that wehave 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.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

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 of the Act we give in the Annexure-"A" a statement on thematters Specified in paragraphs 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 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 have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including theStatement of Other Comprehensive Income the Cash Flow Statement and Statement of Changein Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid Standalone Ind AS Financial Statementscomply with the Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014 except Ind As 109 referred above in ourqualified opinion.

e) On the basis of written representations received from the directorsas on 31 March 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2020 from being appointed as a director in terms of Section164(2) of the Act.

f ) With respect to the adequacy of the internal financial controlsover financial reporting of the Group and operating of such controls refer to ourseparate report in Annexure "B".

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:

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.

h) with respect to other matters to be included in the Auditors' Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in ouropinion and to the best of our information and according to the explanations given to us:

i. The Company has no pending litigations which may have impact on itsfinancial position in its Standalone Ind AS Financial Statement as of March 31 2020(Refer to Point No.38 of the "Notes to Accounts");

ii. The Company did not have any long term contracts includingderivatives contracts and

iii. There were no amounts which are required to be transferred toInvestor's Education and Protection Fund by the company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

ANNEXURE REFERRED TO IN OUR INDEPENDENT AUDITORS' REPORT OF EVEN DATETO THE MEMBERS OF RTCL LIMITED ON THE STANDALONE IND AS FINANCIAL STATEMENTS AS OF AND FORTHE YEAR ENDED MARCH 31 2020 WE REPORT THAT:

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

(b) The fixed assets of the company are physically verified by themanagement at reasonable intervals. No material discrepancies were noticed on suchverification.

(c) The title deeds of immovable properties are held in the name of thecompany.

(ii) (a) As explained to us the Inventories of finished goods(Stock intrade of Real Estate) has been physically verified at reasonable intervals by themanagement and no discrepancies were noticed on physical verification as compared with thebooks records.

(iii) (a) The Company has not granted any loans secured or unsecured tocompanies firms Limited Liabilities Partnerships or parties listed in the registermaintained under section 189 of the Companies Act 2013 ('the Act). Consequently theprovisions of clauses 3(iii)(a) relating the terms and conditions of the grant of suchloans

(b) relating to the schedule of repayment and interest and receiptsand

(c) relating to overdue amount of the order are not applicable to theCompany.

(iv) In our opinion and according to the information and theexplanations given to us the Company has given guarantee for loans taken by others frombanks or financial institutions as referred to in para number 38 of Notes to Accounts.

(v) In our opinion and according to the information and explanationsgiven to us the Company has not accepted deposits during the year and does not have anyunclaimed deposits. Therefore the provisions of the clause 3 (v) of the Order are notapplicable to the Company.

(vi) As informed to us the Central Government has not prescribed themaintenance of cost records under section 148(1) of the Act in respect of the activitiescarried on by the Company.

(vii) (a) According to the books and records as produced and examinedby us in accordance with generally accepted auditing practices in India and also based onmanagement representations undisputed statutory dues in respect of Provident FundEmployee State Insurance Income Tax Sales Tax Service Tax Duty of Customs Duty ofExcise Goods and Service Tax Value Added Tax Cess and other material statutory dueshave generally been regularly deposited during the year by the Company.

According to the information and explanations given to us noundisputed amounts payable in respect of Provident Fund Employee State Insurance IncomeTax Sales Tax Service Tax Duty of Customs Duty of Excise Goods and Service Tax ValueAdded Tax Cess and other material statutory dues were outstanding at the year end for aperiod of more than six months from the date they became payable.

(b) According to the information and explanations given to us therewere no material dues of Duty of Customs Excise Cess Income Tax Sales Tax ServiceTax Value Added Tax GST and other statutotry dues which have not been deposited with theappropriate authorities on account of any dispute as on 31.03.2020.

(viii) The Company has not defaulted in repayment of loans or borrowingto a financial institution bank government or dues to debenture holders.

(ix) Since the company has not raised monies by way of initial publicoffer or further public offer (including debt instruments) and term loan during the yearhence this clause is not applicable.

(x) To the best of our knowledge and according to the information andexplanations given to us we report that no fraud by the company or any fraud on theCompany by its officers or employees has been noticed or reported during the year.

(xi) The Company has paid the managerial remuneration accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe Companies Act.

(xii) Since the company is not a Nidhi Company hence this clause isnot applicable.

(xiii) The Company has entered into all transactions with the relatedparties in compliance with section 177 and 188 of the Companies Act 2013 where applicableand all the details have been disclosed in the standalone Ind AS Financial Statementsetc. as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.

( xv) The Company has not entered any non cash transaction withdirectors or person connected with him covered under section 192 of the Act.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank India Act 1934.

Annexure-"B"

Annexure to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of subsection 3 of Section 143 of The Companies Act 2013 ("the Act")

In conjunction with our audit of the Financial Statements of theCompany as of and for the year ended 31 March 2020 we have audited the internal financialcontrols over financial 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 forestablishing and maintaining internal financial controls based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia. These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls Over Financial 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 the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial 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 the Company have in in all material respects anadequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at March 312020 based on the internal control over financial reporting criteria 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.

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