Radha Madhav Corporation Ltd Directors Report.

On the Standalone Financial Statements of Radha Madhav Corporation Limited

To,

The Members of

Radha Madhav Corporation Limited

Report on the Financial Statements

OPINION

We have audited the standalone nancial statements of Radha Madhav Corporation Limited (the Company), which comprise the balance sheet as at 31st March 2019, and the statement of Prot and Loss, (including Other Comprehensive Income), the Statement of Changes in Equity and the statement of cash ows for the year then ended, and notes to the nancial statements, including a summary of signicant accounting policies and other explanatory information (herein after referred to as the nancial statement).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone nancial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards ) Rules, 2015, as amended in India, of the state of aairs of the Company as at March 31, 2019, and the prot and total , (changes in equity)4 and its cash ows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specied 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 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 together with the ethical requirements that are relevant to our audit of the nancial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fullled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most signicance in our audit of the nancial statements of the current period. These matters were addressed in the context of our audit of the nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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 nancial statements that give a true and fair view of the nancial position, nancial performance, (changes in equity) and cash ows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specied under section 133 of the Act. 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 nancial controls, that were operating eectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the nancial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the nancial 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 nancial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the nancial 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 inuence the economic decisions of users taken on the basis of these nancial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also

a) Identify and assess the risks of material misstatement of the nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sucient 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

b) 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 nancial controls system in place and the operating eectiveness of such

c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by:

d) 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 signicant 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 nancial 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 Evaluate the overall presentation, structure and content content of the nancial statements, including the disclosures, and whether the nancial 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 signicant audit ndings, including any signicant deciencies 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 signicance in the audit of the nancial 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 benets of such communication.

OTHER MATTERS

The Outstanding balances as at the end under consideration in respect of sundry debtors, loans & advances and sundry creditors are subject to con rmation from respective parties and consequential reconciliation and adjustments arising there from if any. Consequential impact thereof on the nancial results is not ascertainable. Company is in process of obtaining such con rmation.

Company has not maintained proper records of inventory of trading goods and its physical veri cation, lying at the premises of various Franchises / Depots / warehouses located across India.

Our opinion is not modied in respect of these matters.

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 sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specied 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 prot and loss and the cash ow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone nancial statements comply with the Accounting Standards specied under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 as amended; except as stated in Para b under the heading basis for qualied opinion.

(e) on the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of

(f) With respect to the adequacy of the internal nancial controls over nancial reporting of the Company and the operating eectiveness of such controls, refer to our separate Report in QAnnexure B.

(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 disclosed the impact of pending litigations on its nancial position in its nancial statements (ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts and (iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE-A

To the Independent Auditors Report of even date on the Standalone Financial Statements of Radha Madhav Corporation Limited

On the basis of checks as considered appropriate and in terms of the information and explanations given to us, we report as under:

1. FIXED ASSETS:

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

(b) As per the information and explanations given to us, physical verication o f fixed assets has been carried out and no material discrepancies were noticed on such verication. In our opinion the frequency of verication is reasonable, having regard to the size of the Company and nature of its business.

2. INVENTORIES:

As per the information furnished, the inventories have been physically veried during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verication is reasonable and maintaining proper records of inventory except for not maintaining proper records of inventory of trading goods and its physical verication, lying at the premises of various Franchises/ Depots/ warehouses located across India.

3. LOANS:

As per the information furnished, the Company has not granted any loans, secured or unsecured, to companies, ,firms Limited liability partnership or other parties covered in the register maintained under Section 189 of the Companies Act.

(b) As the Company has not granted any loans, secured or unsecured to companies, rms or other parties covered in the register maintained under section 189 of the Companies Act, the Clause (iii)(a) (iii)(b) and (iii)(c) are not applicable.

4. LOANS, INVESTMENT GUARANTEES, AND SECURITY :

The company has not given any loans, investments guarantees, and security, hence the provisions of section 185 and 186 of the Companies Act, 2013 are not applicable .

5. PUBLIC DEPOSITS:

The Company has not accepted any deposits during the period from the public within the meaning of the provision of Section 73 to 76 or any other relevant provisions of the Companies Act, and rules made there under. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or other Tribunal.

6. COST RECORDS:

According to the information and explanations given to us the Central Government has not prescribed the maintenance of Cost Records Under Section 148 (1) of the Companies Act 2003, in respect of the Companys pr oducts.

7. STATUTORY DUES:

(a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, contribution to employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise-duty, cess and other statutory dues wherever applicable. There were no undisputed amounts payable in respect of the aforesaid statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, no dues of sales tax, income- tax, customs, wealth-tax, service tax, excise duty, cess which have not been deposited on account of disputes except as mentioned below;

Nature of dues Disputed liability Unpaid disputed liability Authority where dispute is pending
(in millions) (in millions)
Excise & Service Tax 14.45 11.45 High Court
Excise & Service Tax 6.97 6.71 Commissioner (Appeal)Central Excise & Customsl
Sales Tax 20.97 20.97 Deputy Commissioner commercial Tax o ce
Provident Fund 12.28 8.59 Employees Provident Fund Appellate Tribunal

(c) According to the information and explanations given to us no amount required to be transferred to investor education and protection fund in accordance with the relevant provision of the Companies Act, 2013 and rule made there under has been transferred to such fund.

8. REPAYMENT OF DUES OF FINANCIAL INSTITUTIONS:

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 as on 31.03.2019.

9. END USE OF FUND :

Since the company has not raised moneys by way of initial public o er or further public o er (including debt instrument) and term loans this clause is not applicable.

10. FRAUD ON OR BY THE COMPANY:

As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during this period.

11. MANAGERIAL REMUNERATION:

No Managerial remuneration has been paid or provided, this clause is not applicable

12. NIDHI COMPANY :

The company is not a Nidhi Company hence this clause is not applicable

13. RELATED PARTIES TRANSACTION:

Based upon the audit procedures performed and according to the information and explanations given to us, All transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial statements etc. as required by the applicable accounting standards.

14. PREFERENTIAL ALLO TMENT:

During the year company has converted outstanding warrant issued on preferential basis in 2016-17 in to Equity Share and the requirement of Section 42 of Companies Act, 2013 have been complied with and the amount raised has been used for the purpose for which the funds were raised.

15. NON CASH TRANSA CTION

The company has not entered into any non-cash transactions with directors or persons connected with him.

16 REGISTRATION UNDER RBI ACT

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 Standalone Financial Statements of Radha Madhav Corporation Limited (Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013. ( THE ACT)

We were engaged to audit the internal nancial controls over nancial reporting of Radha Madhav Corporation Limited (the Company) as of March 31, 2019 in conjunction with our audit of the standalone nancial statements of the Company for the year ended on that date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Companys management is r esponsible for establishing and maintaining internal nancial controls based on the internal control over nancial 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 nancial controls that were operating eectively for ensuring the orderly and ecient 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 nancial information, as required under the Companies Act, 2013.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal nancial controls over nancial reporting based on our audit. We conducted our audit in accordance with 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 nancial 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 nancial controls over nancial reporting was established and maintained and if such controls operated eectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial controls system over nancial reporting and their operating e ectiveness. Our audit of internal nancial controls over nancial reporting included obtaining an understanding of internal nancial controls over nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating eectiveness 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 nancial statements, whether due to fraud or err or.

We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our audit opinion on the Companys internal nancial controls system over nancial r eporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A companys internal nancial control over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal nancial control over nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material eect on the nancial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal nancial controls over nancial 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 nancial controls over nancial reporting to future periods are subject to the risk that the internal nancial control over nancial 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 need to further improve the Internal Financial control in all material respects, an adequate internal nancial controls system over nancial reporting and such internal nancial controls over nancial reporting as at March 31, 2018, based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note. except for not maintaining proper records of inventory of trading goods and its physical veri cation, lying at the premises of various Franchises/Depots/warehouses located across India.

For KARTIK JOSHI & ASSOCIATES
FRN No.132326W
(KARTIK JOSHI)
Partner
Place:- Vapi Chartered Accountants
Date:- May 30, 2019 Membership No.138152