To the Members of Rap Media Limited
Report on the Audit of the Standalone Financial Statements
We have audited the standalone financial statements of Rap Media Limited ("the
Company"), which comprise the balance sheet as at March 31, 2023, and the statement
of Profit and Loss, and statement of cash flows for the year then ended, attached herewith
and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements
(i) Are presented in accordance with requirements of Regulation 33 of SEBI (Listing
obligation and Disclosure Requirements) Regulations,2015 in this regard, and
(ii) give a true and fair view in conformity with the accounting principles generally
accepted in India including the Accounting Standards prescribed under Section 133 and 134
of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 (as amended), of the
state of affairs of the Company as at March 31, 2023, and profit/loss, and its cash flows
for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013 and other applicable authoritative
pronouncements issued by the Institute of Chartered Accountants of India. Our
responsibilities under those Standards are further described in the Auditors
Responsibilities for the Audit of the Financial Statements section of our report. We are
independent auditors of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that
are relevant to our audit of the financial statements under the provisions of the
Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Managements Responsibility for the Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of
these standalone financial statements that give a true and fair view of the financial
position, financial performance, and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the accounting Standards
specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules,
2014. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the financial statement that give a true 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 the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those Board of Directors are also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
i. Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
ii. Obtain an understanding of internal control relevant to the audit in order to
design 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 whether
the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
iii. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
iv. Conclude on the appropriateness of managements use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the 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 auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
v. Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditors report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors Report) Order, 2020 ("the Order"),
issued by the Central Government of India in terms of sub-section (11) of section 143 of
the Companies Act, 2013, we give in the Annexure a statement on the matters specified in
paragraphs 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 best
of 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 the
Company 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 Statement
dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st
March, 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2023 from being appointed as a director in terms of Section
164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure A".
(g) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us:
i. The Company has no pending litigations which would impact its financial position in
its financial statements under the head Contingent Liability;
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
|
For Jain Vinay & Associates |
|
Chartered Accountants |
|
FRN:006649W |
|
(CA Vinay Jain) |
|
Partner |
|
M.No. 075558 |
| Place: Mumbai |
|
| Date: 30th May,2023 |
|
| UDIN: 23075558BGVZJH7314 |
|
Annexure ‘A to the Independent Auditors Report
(Referred to in paragraph 3 (f) under ‘Report on Other Legal and Regulatory
Requirements section of our report to the Members of Rap Media Limited of even date).
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section
143 of the Companies Act, 2013 ("the Act").
We have audited the internal financial controls over financial reporting of Rap Media
Limited ("the Company") as of March 31, 2023 in conjunction with our audit of
the Financial Statements of the Company for the financial year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys Management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to the Companys policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the "Guidance Note") and the Standards on Auditing as specified under section
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls, both applicable to an audit of Internal Financial Controls and, both
issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.
A companys internal financial control over financial reporting includes those policies
and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys 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 financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or 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 the explanations given
to us the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2023, based on the internal control
over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India.
|
For Jain Vinay & Associates |
|
Chartered Accountants |
|
FRN:006649W |
|
(CA Vinay Jain) |
|
Partner |
|
M.No. 075558 |
| Place: Mumbai |
|
| Date: 30th May,2023 |
|
| UDIN: 23075558BGVZJH7314 |
|
ANNEXURE
Annexure A
(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements
section of our report to the Members of Rap Media Ltd of even date
Based on the audit procedures performed for the purpose of reporting a true and fair
view on the financial statements of the Company and taking into consideration the
information and explanations given to us and the books of account and other records
examined by us in the normal course of audit, and to the best of our knowledge and belief,
we report that:
(i) In our opinion and according to the information and explanations given to us
(a) The Company has maintained proper records showing particulars quantitative details
and situation of property, plant and equipment and intangible assets.
(b) The property, plant and equipment have been physically verified by the management
during the year and no material discrepancies are noticed on such verification. ln our
opinion, the frequency of verification of the property, plant and equipment is reasonable
having regard to the size of the Company and the nature of its assets.
(c) According to the information and explanations given to us, the records examined by
us and based on the examination of the conveyance deeds/ registered sale deed provided to
us, we report that, the title deeds, comprising all the immovable properties of land and
buildings which are freehold, are held in the name of the Company as at the balance sheet
date.
| Relevant line item in the Balance sheet |
Description of item of property |
Gross carrying value |
Title deeds held in the name of |
Whether title deed holder is a promoter, director or relative# of
promoter*/director or employee of promoter/director |
Property held since which date |
Reason for not being held in the name of the company ** |
| Land |
Agra |
4,81,66,302 |
Company |
Company |
30/05/2005 |
NA |
| Land |
Meerut |
6,94,485 |
Company |
Company |
01/09/2006 |
NA |
| Building |
Meerut |
5,26,84,204 |
Company |
Company |
01/09-2006 |
NA |
(d) In our opinion and according to the information and explanations given to us the
company has not revalued its Property, Plant and Equipment (including Right of Use assets)
or intangible assets or both during the year as such valuation by Registered Valuer is not
applicable for the year.
(e) In our opinion and according to the information and explanations given to us no
proceedings have been initiated or are pending against the company for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made
thereunder as such this clause is not applicable to the company for the year.
(ii) In our opinion and according to the information and explanations given to us
(a) The Company does not have any inventory; hence this clause is not applicable to
company.
(b) During any point of time of the year, the company has not been sanctioned any
working capital limits in excess of five crore rupees, in aggregate, from any banks or
financial institutions on the basis of security of current assets;
(iii) In our opinion and according to the information and explanations given to us the
company has not given loans or advances in the nature of loans, secured or unsecured, to
companies, firms, Limited Liability Partnerships or any other parties, if so, -
(a) During the year the company has not provided any loans or provided any advances in
the nature of loans, or stood guarantee, or provided security to any other entity.
(b) The investments made, guarantees provided, security given and the terms and
conditions of the grant of all loans and advances in the nature of loans and guarantees
provided are not prejudicial to the companys interest;
(c) As company has not given any loans this clause is not applicable for the year. (d)
As company has not given any loans this clause is not applicable for the year. (e) As
company has not given any loans this clause is not applicable for the year.
(f) Company has given advance against the salary and for the expenses to the employees
of the company which are covered under the definition of Sec 2(76) of the Companies Act
2013. Details of which are as follows,
| Nature of transaction |
Name of the related party |
Balance as on 31.03.2023 |
|
|
(Rs. In Lakhs) |
| Advance Salary |
Neeraj Soni |
4.56 |
(iv) In our opinion and according to the information and explanations given to us In
respect of loans, investments, guarantees, and security, provisions of sections 185 and
186 of the Companies Act have been complied with by the company. Company has not given any
loans in violation of section 185 and 186 of the Companies Act 2013.
(v) In our opinion and according to the information and explanations given to us the
company has not accepted any amounts which are deemed to be deposits and the provisions of
sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made
thereunder,
(vi) According to the information & explanation given to us, the central government
has not prescribed maintenance of cost records to the company under section of section 148
of the Companies Act.
(vii) There are no dues in respect of income-tax, GST, that have not been deposited
with the appropriate authorities on account of any dispute.
(viii) In our opinion and according to the information and explanations given to us no
any transactions recorded in the books of account have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961),
as there was no previously unrecorded income has been recorded in the books of account
during the year;
(ix) In our opinion and according to the information and explanations given to us
(a) The company has not defaulted in repayment of loans or other borrowings or in the
payment of interest thereon to any lender or bank during the year.
(b) The company is not declared as willful defaulter by any of the bank or financial
institution or other lender;
(c) During the year company has not applied for any term loans as such this clause of
utilization of term loan for the same purpose does not apply to the company.
(d) Company has not utilized any funds raised on short term basis but utilized for long
term purposes;
(e) The company has not taken any funds from any entity or person on account of or to
meet the obligations of its subsidiaries, associates or joint ventures;
(f) The company has not raised loans during the year on the pledge of securities held
in its subsidiaries, joint ventures or associate companies.
(x) (a) In our opinion and according to the information and explanations given to us
the company has not raised money by way of initial public offer or further public offer
(but not including debt instruments) during the year were applied for the purposes for
which those are raised,
(b) In our opinion and according to the information and explanations given to us the
company has not made any preferential allotment or private placement of shares or
convertible debentures (fully, partially or optionally convertible) during the year.
(xi) (a) In our opinion and according to the information and explanations given to us
no fraud by the company or on the company has been noticed or reported during the year;
(b) whether any report under sub-section (12) of section 143 of the Companies Act has
been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit
and Auditors) Rules, 2014 with the Central Government;
There is no any fraud noticed during the year hence this clause is not applicable
(c) Whether the auditor has considered whistle-blower complaints, if any, received
during the year by the company;
No Such whistle-blower complaints received hence, this clause is not applicable.
(xii) (a) This is not the Nidhi Company as such this clause is not applicable to the
company.
(b) This is not the Nidhi Company, As such this clause of maintaining ten per cent
unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out the liability
is not applicable to the company;
(c) This is not the Nidhi Company, As such, any default in payment of interest on
deposits or repayment thereof for any period and if so, the details thereof is not
applicable to this company;
(xiii) In our opinion and according to the information and explanations given to us all
the transactions with the related parties are in compliance with sections 177 and 188 of
Companies Act wherever applicable and the details have been disclosed in the financial
statements, etc., as required by the applicable accounting standards;
(xiv) (a) The company has an internal audit system commensurate with the size and
nature of its business; Company has appointed internal auditor on 14/02/2023.
(b) The reports of the Internal Auditors for the period under audit were considered by
the statutory auditor;
(xv) In our opinion and according to the information and explanations given to us and,
the company had not entered into any non-cash transaction with directors or any person
connected with him, hence this clause is not applicable to company.
(xvi) In our opinion and according to the information and explanations given to us the
company is not required to be registered under section 45-IA of the Reserve Bank of India
Act, 1934 (2 of 1934) as the nature of the business is not of banking and finance;
(xvii) The company has incurred cash losses of Rs.58.12 Lakhs (P.Y.68.90 Lakhs) During
the Financial Year 2022-23.
(xviii)In our opinion and according to the information and explanations given to us No
statutory auditors has resigned during the year, as such this clause is not applicable.
(xix) on the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying the
financial statements, the auditors knowledge of the Board of Directors and management
plans, it is of the opinion that there is no material uncertainty exists as on the date of
the audit report that company is capable of meeting its liabilities existing as on the
date of balance sheet as and when they fall due within a period of one year from the
balance sheet date;
(xx) In our opinion and according to the information and explanations given to us
(a) whether, in respect of other than ongoing projects, the company has transferred
unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of
six months of the expiry of the financial year in compliance with second proviso to
sub-section (5) of section 135 of the said Act;
Company has not transferred any amount to fund specified in schedule VII, hence this
clause is not applicable.
(b) whether any amount remaining unspent under sub-section (5) of section 135 of the
Companies Act, pursuant to any ongoing project, has been transferred to special account in
compliance with the provision of sub-section (6) of section 135 of the said Act;
There is no any amount unspent under subsection (5) of section 135 of the company act.
Hence this clause is not applicable
(xxi) There are no qualifications or adverse remarks by the respective auditors in the
Companies (Auditors Report) Order (CARO) reports of the companies included in the
consolidated financial statements.
|
For Jain Vinay & Associates |
|
Chartered Accountants |
|
FRN:006649W |
|
(CA Vinay Jain) |
|
Partner |
|
M.No.: 075558 |
| Place : Mumbai |
|
| Date : 30/05/2023 |
|
| UDIN : 23075558BGVZJH7314 |
|
+91-9892691696
