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RSWM Ltd.

BSE: 500350 Sector: Industrials
NSE: RSWM ISIN Code: INE611A01016
BSE LIVE 15:40 | 17 Oct 347.25 3.65
(1.06%)
OPEN

343.55

HIGH

349.85

LOW

340.35

NSE 15:31 | 17 Oct 346.30 3.15
(0.92%)
OPEN

344.00

HIGH

350.50

LOW

341.70

OPEN 343.55
PREVIOUS CLOSE 343.60
VOLUME 8301
52-Week high 510.00
52-Week low 302.15
P/E 13.77
Mkt Cap.(Rs cr) 818
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 343.55
CLOSE 343.60
VOLUME 8301
52-Week high 510.00
52-Week low 302.15
P/E 13.77
Mkt Cap.(Rs cr) 818
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RSWM Ltd. (RSWM) - Auditors Report

Company auditors report

To

The Members of

RSWM Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of RSWM LIMITED("the Company") which comprise the Balance Sheet as at 31st March 2016 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified 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 inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement. An audit involves performingprocedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company’s preparation of the financial statementsthat give a true and fair view in order to design audit procedures that are appropriate inthe circumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by theCompany’s Directors as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2016 its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of Section 143(11) of theAct we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order.

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 bestof 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 theCompany 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 Statementdealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

e) On the basis of the written representations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 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 financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its financial statements – ReferNote 51 to the financial statements;

ii. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For S. Bhargava Associates For S S Kothari Mehta & Co.
Chartered Accountants Chartered Accountants
Firm’s Registration No. 003191C Firm’s Registration No. 000756N
Sunil Bhargava K K Tulshan
Partner Partner
Membership No. 070964 Membership No. 085033
Place: Noida
Date: May 11 2016

Annexure "A" to the Independent Auditors’ Report to the members ofRSWM Limited dated May 11 2016

Report on the matters specified in paragraph 3 of the Companies (Auditor’s Report)Order 2016 ("the Order") issued by the Central Government of India in terms ofsection 143(11) of the Companies Act 2013 ("the Act") as referred to inparagraph 1 of ‘Report on Other Legal and Regulatory Requirements’ section

(i) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) The Company has physically verified these fixed assets as per its program ofphysical verification that covers every item of fixed assets over a period of three years.No material discrepancies were noticed on such verification;

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the title deeds of immovable properties areheld in the name of the company.

(ii) The physical verification of inventory has been conducted at reasonable intervalsby the management. No material discrepancies were noticed on such physical verification;

(iii) The Company has not granted loans secured or unsecured to companies firms andlimited liability partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013. Therefore sub - clauses (iii) (a) (iii) (b) &(iii) (c) of the Order are not applicable;

(iv) According to the information and explanation given to us the company has compliedwith the provision of section 185 and 186 of the Act with respect to the loansinvestments guarantees and security made.

(v) As per information and explanation provided to us the Company has not accepted anypublic deposits during the year. Further we have not come across any such deposit(s) northe management has reported any such deposit(s) therefore the directives issued by theReserve Bank of India and the provisions of sections 73 to 76 or any other relevantprovisions of the Companies Act 2013 and the rules framed there under are not applicable.

(vi) We have broadly reviewed the books and records required to be maintained asspecified by the Central Government under sub-section (l) of section 148 of the CompaniesAct 2013 and we are of the opinion that prima facie the prescribed accounts and recordsare being maintained.

(vii) (a) The Company is generally regular in depositing undisputed statutory duesincluding provident fund employees’ state insurance income-tax sales-tax servicetax duty of customs duty of excise value added tax cess and any other statutory duesto the appropriate authorities. There are no arrears of outstanding statutory dues as atthe last day of the financial year concerned for a period of more than six months from thedate they became payable.

(b) The particulars of dues of income tax or sales tax or service tax or duty ofcustoms or duty of excise or value added tax have not been deposited on account of anydispute are as under:

(Rs. in lacs)
S. No. Nature of Statutory Dues Forum where dispute is pending Amount involved as at 31-03-16 Amount involved as at 31-03-15
1 Excise Duty CESTAT New Delhi - 8.51
2 Service Tax CESTAT New Delhi 217.05 217.05
3 TC Cess Appellate Tribunal Mumbai 17.25 17.25

(viii) The Company has not defaulted in repayment of loans or borrowing to a financialinstitution bank or government. The Company has not issued any debentures.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Term loans were applied for thepurposes for which those are raised.

(x) According to the information and explanations given to us no fraud by the Companyor fraud on the Company by its officers or employees has been noticed or reported duringthe year;

(xi) According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has paid or provided for themanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Act;

(xii) The Company is not a Nidhi Company hence clause (xii) of para 3 of the Order isnot applicable to the Company;

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the company transactions with the related parties are incompliance with sections 177 and 188 of the act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards;

(xiv) The company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under audit.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the company the company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly clause (xv) ofpara 3 of the Order is not applicable;

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934;

For S. Bhargava Associates For S S Kothari Mehta & Co.
Chartered Accountants Chartered Accountants
Firm’s Registration No. 003191C Firm’s Registration No. 000756N
Sunil Bhargava K K Tulshan
Partner Partner
Membership No. 070964 Membership No. 085033
Place: Noida
Date: May 11 2016

Annexure "B" to the Independent Auditors’ Report to the members ofRSWM Limited dated May 11 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") as referred to in paragraph 2(f) of‘Report on Other Legal and Regulatory Requirements’ section

We have audited the internal financial controls over financial reporting of RSWMLIMITED ("the Company") as of 31st March 2016 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on "the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company’s policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness.

Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor’s judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that:

a) Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

b) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and c) Providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company’s assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on"the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India".

For S. Bhargava Associates For S S Kothari Mehta & Co.
Chartered Accountants Chartered Accountants
Firm’s Registration No. 003191C Firm’s Registration No. 000756N
Sunil Bhargava K K Tulshan
Partner Partner
Membership No. 070964 Membership No. 085033
Place: Noida
Date: May 11 2016