To
The Members of
Radha Madhav Corporation Limited,
Report on Audit of the AS Financial Statements Opinion
We have audited the accompanying Ind AS financial statements of Radha Madhav
Corporation Limited (the Company), which comprise the Balance Sheet as at 31st
March, 2023; the Statement of Profit and Loss (including other comprehensive income), the
Cash Flows Statement and the Statement of Changes in Equity for the year then ended and a
summary of the Significant Accounting Policies and other Explanatory Information (herein
after referred to as "Ind AS financial statements").
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid Ind AS financial statements give the information required by
the Companies Act, 2013 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st
March, 2023;
(ii) in the case of the Statement of Profit and Loss (comprising of Other Comprehensive
Income), of the Loss for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on
that date and
(iv) the changes in equity 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. Our responsibilities under those
Standards are further described in the Auditors Responsibilities for the Audit of the Ind
AS financial statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India, and we have fulfilled our other ethical responsibilities in accordance with the
provisions of the Companies Act, 2013. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
1) Related to Going Concern:
Due to recurring losses the Companys Net Worth is fully eroded and has a negative net
worth of Rs.11.490 million indicating the existence of uncertainty that may cast doubt
about the Companys ability to continue as a Going Concern. The company was under
Corporate Insolvency Resolution Process since 22/10/2020 & IRP/RP of the Company were
evaluating various options like including starting a new line of business, monetizing its
assets, sell of its marketing business., restructuring its liabilities and recommencement
of its operations, sale by the promoters to a strategic partner with further equity
infusion. The Company has received a Prospective Resolution Applicant (PRA) and his
resolution plan for revival/restructuring of the Company has been approved by COC and
Honorable NCLT vide their order dated 01.08.2022. We refer to Note No. 41 of the Financial
Statements, considering the matters set out in the said Note, these Financial Statements
are prepared on a going concern basis. Our Opinion is not modified in respect of the said
matter.
2) Related to write off Assets/Liabilities
The assets and liabilities standing on the date of initiation of Corporate Insolvency
Resolution Process (CIRP) have been write off as per the amount offered on different heads
in the approved resolution plan. Our Opinion is not modified in respect of the said matter
3) Related to Receivables and Payables:
The Outstanding balances as at the end under consideration in respect of sundry
debtors, loans & advances and sundry creditors are subject to confirmation from
respective parties and consequential reconciliation and adjustments arising there from if
any. Consequential impact thereof on the financial results is not ascertainable. Company
is in process of obtaining such confirmation which has resulted into departure from
standard on auditing. Our Opinion is not modified in respect of the said matter.
4) Related to Inventory Records:
Company has not maintained proper records of inventory of trading goods and its
physical verification cannot be ascertained. Our Opinion is not modified in respect of the
said matter.
Key Audit Matters
In view of all our emphasis of matters, according to us it was difficult to ascertain
the key audit matters. We, therefore, did not identify any matter to be reported further
here.
Responsibilities of the Management and Those Charged with Governance for the Ind AS
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 Ind AS financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under
Section 133 of the Act read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding 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 Ind AS
financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the Ind AS financial statements, the Board of Directors of the company are
responsible for assessing the ability of the company 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.
The Board of Directors of the company are also responsible for overseeing the financial
reporting process of the company
Auditors Responsibility
Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the Ind AS 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.
- Obtain an understanding of internal controls relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on whether the Company has in place an adequate internal financial
controls system over financial reporting and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
- 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 ability of
the Company 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 Ind AS 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.
- Evaluate the overall presentation, structure and content of the Ind AS financial
statements, including the disclosures, and whether the Ind AS 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 Ind AS 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
1. 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 Act, we give in the " Annexure A", a statement on the matters 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 explanations which to the best
of our knowledge and belief were necessary for the purpose 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, the Cash Flow Statement and the
Statement of Changes in Equity dealt with by this Report are in agreement with the books
of account;
d. In our opinion, the aforesaid Ind AS financial statements comply with the Accounting
Standards (Ind AS) specified under Section 133 of the Act, read with Companies ( Indian
Accounting Standards) Rules, 2015 as amended;
e. On the basis of 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 Section164(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 B".
g. In our opinion, the managerial remuneration for the year ended March 31, 2023 has
been paid / provided by the Company to its directors in accordance with the provisions of
section 197 read with Schedule V to the Act;
h. With respect to 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 disclosed the impact of pending litigations on its financial
position in its Ind AS financial statements;
(ii) The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses;
(iii) There has been no delay in transferring amounts, required to be transferred, to
the Investors Education and Protection Fund by the Company.
"ANNEXURE A" TO THE INDEPENDENT AUDITORS REPORT
Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory
Requirement of our report of even date to the Standalone Ind AS financial statements of
the Radha Madhav Corporation Limited for the year ended 31st March, 2023:
(i) (a) The Company is in the process of maintaining proper records showing full
particulars including quantitative details and situation of property, plant and equipment
and investment properties.
(b) Some of the assets have been physically verified by the management in a phased
manner at reasonable intervals. According to the information and explanation given to us,
no material discrepancies were noticed on such verification. In our opinion, this
periodicity of physical verification is reasonable having regard to the size of the
Company and its assets.
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the title deeds of the immovable properties
held are in the name of the Company.
(ii) As per the information furnished, the inventories have been physically verified
during the year by the management. In our opinion, having regard to the nature and
location of stocks, the frequency of the physical verification is reasonable and
maintaining proper records of inventory except for not maintaining proper records of
inventory of trading goods and its physical verification, lying at the premises.
(iii) According to information and explanations given to us, the company has not
granted loans, secured or unsecured to companies, firms, Limited Liability Partnerships or
other parties covered in the register maintained under section 189 of the Companies Act
2013. Hence, clauses (iii) (a), (b) & (c) of paragraph 3 of the Order are not
applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the
Company has complied with the provisions of Sections 185 and 186 of the Companies Act,
2013 in respect of grant of loans, making investments and providing guarantees and
securities, as applicable.
(v) In our opinion and according to the information and explanations given to us, the
Company has not accepted any deposit and hence the provisions of Section 73 to 76 or any
other relevant provisions of the Companies Act and the Companies (Acceptance of Deposits)
Rules, 2014 with regard to the deposits accepted are not applicable to the Company.
Therefore, the provisions of Clause (v) of paragraph 3 of the Order are not applicable to
the Company. According to the information and explanations given to us, no order has been
passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank
of India or any Court or any other Tribunal.
(vi) We have broadly reviewed the books of account maintained by the company pursuant
to the Rules made by the Central Government for the maintenance of cost records under
Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the
prescribed accounts and records have been made and maintained. We have, however, not made
a detailed examination of the cost records with a view to determine whether they are
accurate or complete.
(vii) In respect of Statutory dues:
(a) According to the records of the Company, the Company is regular in depositing with
appropriate authorities undisputed statutory dues including Provident Fund, Employees
State Insurance, Income Tax, Goods & Service Tax, Sales Tax, Service Tax, Duty of
Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues applicable to
it. According to the information and explanations given to us, no undisputed amounts
payable in respect of the aforesaid statutory dues were outstanding as at 31st
March, 2023 for a period of more than six months from the date they became payable.
(b) As of the year-end, according to the records of the Company and information and
explanations given to us, there are no disputed statutory dues outstanding on the company
(viii) Based on our Audit procedures and the information and explanation given by the
management, we are of the opinion that the Company has not defaulted in repayment of dues
to Financial Institutions/ ARC
(ix) In our opinion, and to the best of our information and according to the
explanations provided by the management, the Company has not raised any monies by way of
Initial Public Offer or Further Public Offer during the year. In our opinion, and to the
best of our information and according to the explanations provided by the management, the
no term loans have been taken by the Company during the financial year.
(x) Based on the audit procedures performed and representation obtained from the
management we report that, no case of fraud by the Company or on the Company by its
officers and employee has been noticed or reported for the year under audit.
(xi) In our opinion and according to the information and explanations given to us, the
Company has not provided any managerial remuneration. Therefore, this clause regarding
approval was not applicable during the year under review.
(xii) In our opinion, and to the best of our information and according to the
explanations provided by the management, the company is not a nidhi company. Hence, in our
opinion, the requirements of clause (xii) of Paragraph 3 of the Order do not apply to the
Company.
(xiii) The Company has complied with Sections 177 and 188 of Companies Act, 2013, in
respect of transactions with the related parties and relevant details have been disclosed
in the Ind AS financial statements as required by the applicable accounting standards (Ind
AS).
(xiv) During the year company has issued Equity share to new promotors as per the
resolution plan admitted by Honorable NCLT and all necessary compliance of Companies Act,
2013 have been complied.
(xv) The Company has not entered into any non-cash transactions with directors or
persons connected with them. Therefore, the provisions of Clause (xv) of paragraph 3 of
the Order are not applicable to the Company.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve
Bank of India Act, 1934.
"ANNEXURE B" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE IND AS
FINANCIAL STATEMENTS OF EIMCO ELECON (INDIA) 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 Radha
Madhav Corporation Limited ("the Company") as of 31st March, 2023 in
conjunction with our audit of the Ind AS 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 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
in 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 Ind AS 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 Ind AS 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 Ind AS
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 Ind AS
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 31st March, 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 Ajay Shobha & Co |
| Chartered Accountants |
| FRN: 317031E |
| Ajay Gupta |
| Partner |
| M. No; 053071 |
| UDIN: 23053071BGVWNL2652 |
| Place; Mumbai |
| Date: 8.12.2023 |
+91-9892691696
