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Ruchi Soya Industries Ltd.

BSE: 500368 Sector: Industrials
NSE: RUCHISOYA ISIN Code: INE619A01027
BSE 15:43 | 19 Jan 19.15 -0.05
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19.20

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19.45

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18.65

NSE 15:58 | 19 Jan 19.05 -0.15
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19.50

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19.50

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OPEN 19.20
PREVIOUS CLOSE 19.20
VOLUME 345212
52-Week high 33.75
52-Week low 15.40
P/E
Mkt Cap.(Rs cr) 640
Buy Price 0.00
Buy Qty 0.00
Sell Price 19.05
Sell Qty 3145.00
OPEN 19.20
CLOSE 19.20
VOLUME 345212
52-Week high 33.75
52-Week low 15.40
P/E
Mkt Cap.(Rs cr) 640
Buy Price 0.00
Buy Qty 0.00
Sell Price 19.05
Sell Qty 3145.00

Ruchi Soya Industries Ltd. (RUCHISOYA) - Auditors Report

Company auditors report

To

The Members of

RUCHI SOYA INDUSTRIES LIMITED

REPORT ON THE STANDALONE Ind AS FINANCIAL STATEMENTS

We have audited the accompanying Standalone Ind AS Financial Statementsof RUCHI SOYA INDUSTRIES LIMITED ("the Company") which comprise the BalanceSheet as at March 31 2017 the Statement of Profit and Loss (including OtherComprehensive Income) the Cash Flow Statement the Statement of Changes in Equity for theyear then ended and a summary of the significant accounting policies and other explanatoryinformations in which are incorporated the returns of the Company's branches atPeddapuram and Ampapuram for the year ended on that date audited by the branch auditors(hereinafter referred to as "Standalone Ind AS Financial Statements")

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE Ind AS FINANCIALSTATEMENTS The Company's Board of Directors is responsible for the matters stated inSection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these Standalone Ind AS Financial Statements that give a true and fair viewof the financial position financial performance including other comprehensive incomecash flows and statement of changes in equity of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act read with relevant rules issuedthereunder.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and 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 Standalone Ind AS Financial Statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone Ind ASFinancial Statements based on our audit.

We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those

Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the Standalone Ind AS Financial Statements. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the Standalone Ind AS 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 Standalone Ind ASFinancial Statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Board of Directors as well as evaluating the overallpresentation of the Standalone Ind AS Financial Statements.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Standalone Ind AS FinancialStatements.

BASIS FOR QUALIFIED OPINION

Attention is drawn to Note 8c (a) and 17a (H) relating to thenon-receipt of confirmations in respect of bank balances aggregating to debit balance of '1221.23 lakh and credit balance of ' 61421.93 lakh. In the absence of confirmations thevariation if any between the amounts of bank balances interest and other costs recordedby the Company and the amounts as per the records of the banks cannot be ascertained.

QUALIFIED OPINION

Except as stated in the above paragraph on ‘Basis for QualifiedOpinion' in our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone Ind AS Financial Statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2017 and its loss total comprehensive income itscash flows and Changes in Equity for the year ended on that date.

EMPHASIS OF MATTER

Without qualifying our opinion attention is drawn to:- a. Note 36relating to the preparation of the Standalone Ind AS Financial Statements on a goingconcern basis. The matters as set forth in Note 36 indicate the existence of materialuncertainty about the Company's ability to continue as a going concern. However asmentioned in

Note 36 in view of the various steps initiated by the Company futureoutlook as assessed by the management and the business plans of the Company theStandalone Ind AS Financial Statements have been prepared on a going concern basis.

b. Note 12L (v) relating to the Scheme of Amalgamation and Arrangementbetween Mac Oil Palm Limited and the Company and their respective shareholders sanctionedby the Hon'ble High Court of Judicature at Mumbai in an earlier year pursuant towhich an amount of ' 19264.77 lakh has been debited to Business Development Reserve.

Had the Scheme approved by the Hon'ble High Court not prescribedthe accounting treatment the accumulated balance in the General Reserve and SecuritiesPremium account as at March 31 2017 would have been higher by ' 5193.54 lakh and '23842.30 lakh respectively loss for the year would have been higher by ' 19264.77 lakhthe accumulated balance in Retained Earnings as at March 31 2017 would have been lower by' 43640.39 lakh the balance in Revaluation Reserve would have been higher by ' 14665.23lakh and the balance in Business Development Reserve would have been ' Nil.

However the aggregate balance in Reserves and Surplus as at March 312017 would have remained the same. Other Matters

We did not audit the financial statements of two branches included inthe Standalone Ind AS Financial Statements which reflect total net assets of ' 47465.11lakh as at March 31 2017 and total revenues from operations of ' 3578.17 lakh for theyear ended on that date and net cash outflows of ' 93.96 lakh. The financial statements ofthese branches have been audited by the branch auditors whose reports have been furnishedto us and our opinion in so far as it relates to the amounts and disclosures included inrespect of these branches is based solely on the report of the branch auditors.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of section143(11) of the Act we give in the ‘‘Annexure A'' a statement on thematters specified in the paragraph 3 and 4 of the Order to the extent applicable.

2. As required by Section 143 (3) of the Act we report that: a) Wehave sought and except for the matters described in the basis for Qualified Opinionparagraph above have obtained all the information and explanations which to the best ofour knowledge and belief were necessary for the purposes of our audit.

b) Except for the possible effects of the matters described in theBasis of Qualified Opinion paragraph above in our opinion proper books of account asrequired by law have been kept by the Company so far as it appears from our examination ofthose books and proper returns adequate for the purposes of our audit have been receivedfrom the branches not visited by us.

c) The reports on the accounts of the branch offices of the Companyaudited under Section 143(8) of the Act by branch auditors have been sent to us and havebeen properly dealt with by us in preparing this report.

d) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive income the Cash Flow Statement and the Statement of Changes in Equity dealtwith by this Report are in agreement with the relevant books of account and with thereturns received from the branches not visited by us.

e) Except for the possible effects of the matters as described in theBasis of Qualified opinion paragraph in our opinion the aforesaid Standalone Ind ASFinancial Statements comply with the Accounting Standards prescribed under Section 133 ofthe Act read with relevant Rule issued thereunder.

f) The matters described in Basis of Qualified Opinion paragraph abovein our opinion may have an adverse effect on the functioning of the Company

g) On the basis of the written representations received from thedirectors as on March 31 2017 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2017 from being appointed as a director in termsof Section 164(2) of the Act.

h) With respect to the adequacy of the internal financial control overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B".

i) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its Standalone Ind AS Financial Statements —

Refer Note 34 relating to Contingent Liabilities and Commitments;

ii. The Company has made provision as required under applicable law oraccounting standard for material foreseeable losses if any on long term contractsincluding derivative contracts.

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

iv. The Company has provided requisite disclosures in the StandaloneInd AS Financial Statements as regards to its holdings and dealings in the Specified BankNotes (as defined in the Notification S.O. 3407(E) dated November 8 2016 of the Ministryof Finance) during the period from November 8 2016 to

December 30 2016. Based on the audit procedures performed andrepresentations as provided to us by the management we report that the disclosures are inaccordance with the books of accounts maintained by the Company and as produced to us bythe management. — Refer Note 8(c)(b).

For P D. Kunte & Co. (Regd.)
Chartered Accountants
Firm Regn. No. 105479W
D. P. Sapre
Place: Mumbai Partner
Date : May 30 2017 Membership No. 40740

Annexure A to Independent Auditors' Report

Referred to in paragraph 1 of the Report on Other Legal and RegulatoryRequirements of even date to the members of RUCHI SOYA INDUSTRIES LIMITED on theStandalone Ind AS Financial Statements for the year ended March 31 2017.

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

(b) As explained to us the fixed assets of the Company have beenphysically verified by the Management during / at the end of the year which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies between the book records and the physical inventory havebeen noticed. In our opinion the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanationsgiven to us except for the instances listed below the title deeds of immovableproperties as disclosed in Note 3 of the Standalone Ind AS Financial Statements are heldin the name of the Company:

(Rs. in lakh)

Particulars Leasehold Land Freehold Land Buildings Total
Total Number of Cases 1 3 4
Gross Block as on March 31 2017 71.55 110.05 181.60
Net Block as on March 31 2017 110.05 110.05

ii. The inventory (other than goods in transit and stocks with thirdparties) has been physically verified by the Management during / at the end of the year.In our opinion the frequency of verification is reasonable. In respect of inventory lyingwith third parties these have substantially been confirmed by them. As explained to usthere were no material discrepancies noticed on physical verification of inventory ascompared to the book records.

iii. The Company has granted unsecured loan to one of the Companycovered in the register maintained under section 189 of the Companies Act 2013.

(a) In our opinion the rate of interest charged in respect of the saidloan is prima facie not prejudicial to the interests of the Company. There are no otherterms and conditions stipulated in the respect of the said loan.

(b) In respect of the said loan there is no stipulation as to therepayment of the principal amount and payment of interest. Hence we have not commented onregularity of repayment of principal amounts and payment of interest in respect of theseloans.

(c) In view of our comments in sub-clause (b) above clause (c) ofparagraph 3 of the Order is not applicable to the Company for the year under audit.

iv. In respect of loans investments guarantees and security theCompany has complied with the provisions of Section 185 and 186 of the Companies Act2013.

v. The Company has not accepted deposits within the meaning of section73 to 76 of the Companies Act 2013 and the rules framed there under. Hence clause (v) ofthe Order is not applicable to the Company for the year under audit.

vi. We have broadly reviewed the cost records made and maintained bythe Company pursuant to the Rules prescribed by the Central Government under sub-section(1) of section 148 of the Companies Act 2013. We have however not made a detailedexamination of the records with a view to determine whether they are accurate or complete.

vii (a) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company is generallyregular in depositing undisputed statutory dues including provident fund employee'sstate insurance income- tax sales-tax service tax duty of customs duty of excisevalue added tax cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us thereare no dues of income tax sales tax wealth tax service tax duty of customs duty ofexcise value added tax or cess that have not been deposited on account of any disputeexcept as follows:

Name of the Statute Nature of Dues Amount Disputed (Rs. in lakh) Period to which Dispute relates Forum where Dispute is Pending
The Central Sales Tax Act Vat Tax/Sales Tax/Entry Tax/ 14251.86 1999-00 to 2015-16 High Court
1956 VAT Act and Sales Tax Demand and penalty 8965.60 1997-98 to 2013-14 Tribunal
Local Sales Tax Acts as applicable. 4657.28 2001-02 to 2013-14 Commissioner Appeals
16545.85 1997-98 to 2014-15 DC Appeals / Joint
Commissioner (Appeals)
552.26 2005-06 2007-08 2010-11 and 2013-14 Assessment
334.49 2002 to 2006 Settlement Commission
The Central Excise Excise Duty 439.90 2004-05 2005-06 High Court
Act 1944 5358.39 2001-02 to 2014-15 Tribunal
170.78 2005-06 to 2014-15 Commissioner (Appeals)
Service Tax under Finance Act 1994 Service Tax 939.97 2002-03 2008-09 to 2012-13 Tribunal
159.73 2006-07 to 2013-14 2014-15 Commissioner (Appeals)
The Customs Duty Act 1962 Custom Duty 1354.92 2001-02 2002-03 2003-04 & 2015-16 Supreme Court
1104.48 2001-02 to 2004-05 2006-07 2007-08 and 2015-16 High Court
13067.74 1998-99 2003-04 to 2006-07 and 2012-13 to 2013-14 Tribunal CESTAT
187.86 2003-04 2005-06 2006-07 2013-14 Commissioner (Appeals)
334.04 2001-02 2004-05 and 2009-10 AC Appeals / DC Appeals
The Income Tax Act 1961 Income Tax 22613.03 50.32 2007-08 to 2013-14 2007-08 Commissioner Appeals DC Appeals / Joint Commissioner (Appeals)
18.04 2006-07 to 2014-15 Assessment
Other Acts Octroi/ Electricity Duty/ 12.25 2004-2005 2003- 2013 Supreme Court
Local Body Tax 238.49 2005-06 2006-07 2010-11 2012-13 to 2014-15 High Court
16.54 2004-2006 Tribunal
Total 91373.82

viii. Except for instances of delay in repayment of principal amountsand payment of interest given below the Company has not defaulted in repayment of dues tobanks which remained outstanding as on March 31 2017.

i) In respect of Term loans from banks:

Particulars of Loans

Bank Name

Amount of continuing default as on March 31 2017 (Rs. in lakh)

Due date for payment

Principal Interest
Amount

Term Loan

State Bank of India (CTL IV)

3000.00 171.51

December 31 2016 and March 31 2017

Term Loan

State Bank of India (CTL V)

3000.00 364.32

December 31 2016 and March 31 2017

Term Loan

State Bank of India

353.66 27.10

March 31 2017

Term Loan

DBS Bank Ltd. (ECB III)

7780.63 740.67

September 6 2016 and March 6 2017

Term Loan

DBS Bank Ltd. (ECB II)

6224.51 329.07

September 26 2016 and March 27 2017

Term Loan

Standard Chartered Bank (ECB III)

3227.25 137.45

August 1 2016 September 1 2016 and February 1 2017

Total

23586.05 1770.13
Name of the Statute Nature of Dues Amount Disputed (Rs. in lakh) Period to Which Dispute relates Forum Where Dispute is Pending

ii) In respect of Short term loans from banks

Particulars of Loans Banks Name

Amount of continuing default as on March 31 2017 (Rs. in lakh)

Due date for payment Amount paid Date of payment
of Principal Amount of Interest [Refer Note (a) below] (Rs. in lakh)
Export Packing Credit Various Banks 59073.01 1813.19 May 19 2016 to February 28 2017 1361.26 April 3 2017 to April 20 2017
Inland Letter of Credit Various Banks 29785.16 338.38 October 25 2016 to March 31 2017 2676.22 April 15 2017 to April 21 2017
Foreign Bill Discounting Various Banks 4591.66 100.38 August 2 2016 to September 19 2016

-

-
Buyers Credit Various Banks 82175.38 4073.19 August 8 2016 to 5580.03 April 7 2017 to
Foreign Letter of Credit Various Banks 90536.28 4866.11 March 27 2017 May 10 2016 to March 27 2017 2270.59 April 19 2017 April 5 2017 to April 10 2017
Short Term Various Banks 15687.84 1169.98 May 7 2016 to - -
Loan August 24 2016
Total 281849.32 12361.24

Note: a) Includes amount of ' 6072.31 lakh debited by bank in fundbased facility

The Company has not issued any debentures.

ix During the year the Company has not raised any money by way ofinitial public offer further public offer (including debts instruments) and term loans.Accordingly the provisions of clause (ix) of the Order are not applicable to the Companyfor the year under audit.

x During the course of examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices in Indiaand according to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

xi In our opinion the managerial remuneration for the current year hasbeen paid or provided in accordance with Section 197 read with Schedule V of CompaniesAct 2013.

xii In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of theOrder is not applicable to the Company for the year under audit.

xiii According to the information and explanations given to us andbased on our examination of records of the Company transactions with the related partiesare in compliance with section 177 and section 188 of Companies Act 2013 and the detailshave been disclosed in the Financial Statements as required by the applicable accountingstandards.

xiv Based upon the audit procedures performed and the information andexplanations given by the management the Company has not made any preferential allotmentor private placement of shares or fully or partly convertible debentures during the yearunder audit. Accordingly the provisions of clause (xiv) of the Order are not applicableto the Company for the year under audit.

xv. Based upon the audit procedures performed and according to theinformation and explanations given by the management the Company has not entered into anynoncash transactions with directors or persons connected with them. Accordingly theprovisions of clause (xv) of the Order are not applicable to the Company for the yearunder audit.

xvi. In our opinion the Company is not required to be registered undersection 45-IA of the Reserve Bank of India Act 1934 and accordingly the provisions ofclause 3 (xvi) of the Order are not applicable to the Company for the year under audit.

For P D Kunte & Co. (Regd.)
Chartered Accountants
Firm Regn. No. 105479W
D. P. Sapre
Place: Mumbai Partner
Date: May 30 2017 Membership. No. 40740

Annexure B to the Independent Auditors' Report of even date on theStandalone Ind AS Financial Statements of Ruchi Soya Industries Limited

Report on the Internal Financial Controls over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of Ruchi Soya Industries Limited ("the Company') as of March 31 2017in conjunction with our audit of the Standalone Ind AS Financial Statements of the Companyfor the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing andmaintaining internal financial controls based on internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI).

These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A Company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A Company's internal financial controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIALREPORTING

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

OPINION

According to the information and explanations given to us and based onthe audit of test of controls except for strengthening of documentation of policiesregarding delegation of authority & access rights to financial records and process forarchival of records & periodic review which we are informed is in process andexpected to be in place by accounting year ending March 31 2018 in our opinion theCompany has in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2017 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

For P D. Kunte & Co. (Regd.)
Chartered Accountants
Firm Registration No. 105479W
D.P. Sapre
Place: Mumbai Partner
Date : May 30 2017 Membership No. 40740