We have audited the accompanying financial statements of RCL Foods Ltd ("the
Company"), which comprise the Balance Sheet as at 31st March, 2017, the
Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of
the significant accounting policies and other explanatory information.
Managements Responsibility for the 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 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 statements that
give a true and fair view and are free from material misstatement, whether due to fraud or
error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit. We have taken into account the provisions of the Act, the accounting and auditing
standards and matters, which are required to be included in the audit report under the
provisions of the Act, and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
the disclosures in the financial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making, those risk assessments,
the auditor considers internal financial control relevant to the Companys preparation of
the financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances. An audit also includes evaluating
the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Companys Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the financial statements.
Emphasis of matter
The Valuation in respect of companys investment of Rs 20 lakhs (refer Note 13a)
included in Non current Investments has not been produced and hence we are unable to
express our opinion on whether provision for diminution if any in such investments is
required to be made, which is of such importance that it is fundamental/relevant to the
users understanding of such financial statements.
Subject to the above, We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statements subject to Basis of qualified opinion give
the information required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India,
a) In case of Balance sheet, of the state of affairs of the Company as at 31st
March, 2017;
b) In case of Statement of Profit and Loss, of the Loss for the year ended
date; and
c) In case of the Cash Flow statement, of the Cash flows for the year ended on
that date.
Report on Other Legal and Regulatory Requirements
As required by the companies (Auditors Report) Order, 2016 ("The Order")
issued by the Central Government of India in terms of section 143(11) of the Act, we give
in the Annexure "A" a statement on the matters specified in paragraphs 3
and 4 of the said Order.
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 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, 2017 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2017 from being appointed as a director in terms of Section
164 (2) of the Act.
(f) With respect to the adequacy of internal financial controls over financial
reporting of the company, and the operating effectiveness of such controls refer to our
separate report in "Annexure B" to this report
(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 does not have any pending litigations.
ii. The Company did not have any long term contracts including forward exchange
contracts.
iii. The company is not required to transfer any amounts to the Investor Education and
Protection Fund.
iv. The Company has provided requisite disclosures in its financial statements as to
holdings as well as dealings in Specified Bank Notes during the period from 8th November,
2016 to 30th December, 2016. The company has issued a certificate as to its holdings and
dealings in Specified Bank Notes for the said period, which has been relied upon and the
information furnished in Note 39 to the Financial Statements is in accordance with
such certificate issued by the management.
|
For KRISHNAN & GIRL, |
|
Chartered Accountants |
|
(FRN: 001512S) |
|
(JAYANTILAL JAIN) |
| Place: Chennai |
Partner |
| Dated: 01.09.2017 |
(MNo.029712) |
Annexure "A" referred to in paragraph 1 of the Our Report of even date To the
members of RCL FOODS LIMITED On the accounts of the company for the year ended 31st March.
2017
On the basis of such checks as we considered appropriate and according to the
information and explanation given to us during the course of our audit, we report that:
1. The Company has maintained proper records showing full particulars including
quantitative details and situation of Fixed Assets. The assets have been physically
verified by the management at reasonable intervals. All the immovable assets are held in
the name of company.
2. The stocks of Traded Goods have been physically verified by the management at the
close of the year.
As per the information given to us, the procedure of physical verification of traded
stocks followed by
the management is in our opinion reasonable and adequate in relation to the size of the
company and nature of its business.
On the basis of examination of stock records, it is found that the same have been
properly maintained and the discrepancies if any noticed on physical verification have not
been material as compared to book records.
3. In our opinion, and according to information and explanation given to us, the
company has not granted any loans to parties covered under section 189 of the Companies
Act, 2013. Hence clause 3 of the order is not applicable.
4. According to the information and explanation given to us, the company has complied
with the provisions of Section 185 of the Companies Act, 2013. In our opinion and in
according to the information and explanations given to us, the company has given loans to
parties, which are repayable on demand. However interest has been charged in accordance
with Section 186 of the Companies Act, 2013. Further in our opinion and based on the
information given to us, the aggregate of the amounts advanced and the investment exceed
the limits specified U/S 186 of the Companies Act, 2016, for which consent of shareholders
by way of special resolution is duly obtained.
5. According to the information and explanation given to us, the company has not
accepted any deposits from General public.
6. In our opinion, the Company is not required to maintain cost records as required
under sub-section (1) of section 148 of the Companies Act, 2013 and (Cost Records and
Audit) Rules, 2014.
7. In respect of Statutory dues
i. According to the information and explanations given to us, the company is not
regular in depositing undisputed statutory dues including VAT and CST with the appropriate
authorities. Further according to the information and explanations given to us, subject to
interest on VAT payment for Financial Year 2015-16 Rs. 1,97,872/-, and CST Payable for the
Financial Year 2014-15 for Rs.43,858/- and Income Tax Liability for Asst Year 2012-13 for
Rs.5,640/- and Rs.86,460/- for Asst Year 2014-15 which is outstanding for more than six
months from the date they became payable, there are no other arrears of undisputed
statutory dues outstanding as on 31st March, 2017 for a period of more than six months
from the date they became payable.
ii. According to the information and explanations given to us, there are no disputed
demands.
8. In our opinion and according to the information and explanation given to us, the
company has not defaulted in repayment of loan or borrowing from Bank.
9. According to the information and explanation given to us, the company has during the
year not raised moneys by way of initial public offer nor by way of term loans. Hence
paragraph 3(ix) is not applicable to the company.
10. According to the information and explanations given to us, no fraud on or by the
company has been noticed or reported during the year.
11. According to information and explanation given to us, the company has not paid
managerial remuneration during the year and complied with all the provisions of section
197 of Companies Act, 2013.
12. According to information and explanation given to us, the Company is not a Nidhi
Company. Hence paragraph 3(xii) of the Order is not applicable
13. In our opinion and according to the explanations given to us, all transactions with
the related parties are in compliance with Section 188 of Companies Act, 2013 and approved
by Audit committee and the details have been disclosed in the Financial Statements, as
required by the applicable accounting standards.
14. According to information and explanation given to us, the company has not made any
preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review.
15. In our opinion and according to the information and explanations given to us, the
company has not entered into any non-cash transactions with any of the parties specified
in Section 192 of the Companies Act, 2013.
16. 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.
|
For KRISHNAN & GIRL, |
|
Chartered Accountants |
|
(FRN: 001512S) |
|
(JAYANTILAL JAIN) |
| Place: Chennai |
Partner |
| Dated: 01.09.2017 |
(MNo.029712) |
"ANNEXURE B" TO THE INDEPENDENT AUDITORS REPORT OF RCL FOODS LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of RCL
FOODS LIMITED ("the Company") as of March 31, 2017 in conjunction with our
audit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining 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 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, issued by ICAI and deemed
to be prescribed 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 168 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 expenditure of the company are being made only in
accordance with authorizations of management and directors of the company.
(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, 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, 2017, 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 KRISHNAN & GIRL, |
|
Chartered Accountants |
|
(FRN: 001512S) |
|
(JAYANTILAL JAIN) |
| Place: Chennai |
Partner |
| Dated: 01.09.2017 |
(MNo.029712) |
+91-9892691696
