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Rane Brake Lining Ltd.

BSE: 532987 Sector: Auto
NSE: RBL ISIN Code: INE244J01017
BSE 00:00 | 17 Jun 881.90 -11.20
(-1.25%)
OPEN

892.90

HIGH

898.85

LOW

875.10

NSE 00:00 | 17 Jun 880.00 -13.00
(-1.46%)
OPEN

893.00

HIGH

902.95

LOW

875.05

OPEN 892.90
PREVIOUS CLOSE 893.10
VOLUME 6541
52-Week high 996.95
52-Week low 440.60
P/E 21.43
Mkt Cap.(Rs cr) 682
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 892.90
CLOSE 893.10
VOLUME 6541
52-Week high 996.95
52-Week low 440.60
P/E 21.43
Mkt Cap.(Rs cr) 682
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rane Brake Lining Ltd. (RBL) - Auditors Report

Company auditors report

To

The Members

Rane Brake Lining Limited

REPORT ON THE AUDIT OF STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements ofRane Brake Lining Limited ("the Company") which comprise the Balance Sheet asat March 31 2020 the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Changes in Equity and Cash Flows Statement for the year thenended and notes to the financial statements including a summary of significant accountingpolicies and other explanatory information (hereinafter referred to as StandaloneFinancial Statements) In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2020 and its profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

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 responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Companies Act 2013 and theRules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our opinionon the standalone financial statements.

Emphasis of Matter

We draw attention to Note 1.3.5 to the financial statements whichexplains the uncertainties and the impact of COVID-19 pandemic situation on theCompany's financial results as assessed by the management.

Our opinion is not modified in respect of the above matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

We have determined that there are no key audit matters to communicatein our report.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's ReportCorporate Governance and Corporate Information but does not include the standalonefinancial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone financial statements that give a true and fair view ofthe financial position financial performance including other comprehensive incomechanges in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified undersection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements the Board ofDirectors is responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so. Those Boardof Directors are also responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also :

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3) (i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial control system in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

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 sub-section(11) of section 143 of the Companies Act 2013 we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable

2. As required by Section 143(3) of the Act we report that :

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

b. In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet the Statement of Profit and Loss including othercomprehensive income the Statement of Changes in Equity and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account;

d. In our opinion the aforesaid standalone financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014;

e. On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164(2) of the Act;

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

Our Report expresses an unmodified opinion on the adequacy andoperating effectiveness of the Company's internal financial controls over financialreporting;

g. With respect to the other matters to be included in theAuditor's Report in accordance with the requirements of section 197(16) of the Actas amended :

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.

h. 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 in our opinion and to the best of our information and according to theexplanations given to us :

(i) the Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements – Refer Note 38 to the financialstatements.

(ii) the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

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

For Varma & Varma
Chartered Accountants
FRN. 004532S
Georgy Mathew
Place : Bengaluru M.No. 209645
Date : June 17 2020 UDIN: 20209645AAAADV8143

ANNEXURE ‘A' TO THE INDEPENDENT AUDITOR'S REPORT

REFERRED TO IN PARAGRAPH UNDER THE HEADING REPORT ON "OTHER LEGALAND REGULATORY REQUIREMENTS" OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF RANE BRAKE LINING LIMITED FOR THE YEAR ENDED MARCH 312020

(i) a. The company is maintaining proper records showing fullparticulars including quantitative details and situation of fixed assets.

b. We are informed that fixed assets have been physically verified bythe Management at reasonable intervals and that no material discrepancies were noticed onsuch verification.

c. According to the information and explanations given to us and basedon the examination of the records of the company including confirmation received frombanks in respect of title deeds deposited with them wherever applicable and also havingregard to legal opinions received in one case we report that the title deeds of immovableproperties are held in the name of the company.

(ii) We are informed that the physical verification of inventory hasbeen conducted by the management at reasonable intervals and no material discrepancieswere noticed on such verification.

(iii) The Company has not granted any loans secured or unsecured tocompanies / firms or other parties covered in the register maintained under section 189 ofthe Companies Act 2013. Accordingly reporting under Clause 3(iii) of the Order is notapplicable to the company.

(iv) According to the information and explanations given to us andbased on the records of the company examined by us the company has not made anyinvestments granted any loans or given any security or guarantee for which the provisionsof section 185 and 186 of the Act are applicable.

(v) The company has not accepted any deposit from the public during theyear. Accordingly reporting under Clause 3(v) of the Order is not applicable to thecompany.

(vi) The Central Government has prescribed maintenance of cost recordsunder section 148(1) of the Act in respect of certain products manufactured by thecompany.

We have broadly reviewed the cost records maintained by the Companypursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of theopinion that prima facie the prescribed cost records have been made and maintained. Wehave however not made a detailed examination of the cost records with a view todetermine whether they are accurate or complete.

(vii) a. As per the information and explanations furnished to us andaccording to our examination of the records of the Company the Company has been regularin depositing the undisputed statutory dues including provident fund employees stateinsurance income tax goods and services tax duty of customs cess and other materialstatutory dues as applicable to the Company with the appropriate authorities during theyear and no undisputed amounts in respect of material statutory dues were in arrears as atMarch 31 2020 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and basedon the records of the Company examined by us the particulars of dues of income tax salestax service tax duty of customs duty of excise and value added tax that have not beendeposited on account of any dispute as at March 31 2020 are as follows :

Statute Nature of dues Amount ( Rs in Cr) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax 0.48 April 2000 to March 2002 High Court of Judicature Madras
April 2003 to March 2004
Income Tax Act 1961 Income Tax 0.34 April 2004 to March 2005 Income Tax Appellate Tribunal Chennai
April 2006 to March 2007
Income Tax Act 1961 Income Tax 3.46 April 2010 to March 2013 Commissioner of Income Tax (Appeals) Chennai
April 2014 to March 2016
April 2004 to March 2005
Central Sales Tax Act 1956 Sales Tax 0.12 April 2008 to March 2010 & Sales Tax Appellate Tribunal Hyderabad
Central Sales Tax Act 1956 Sales Tax 0.01 April 2011 to March 2012 The Joint Commissioner of Sales Tax (Appeals)
April 2010 to March 2011 Pune
Central Sales Tax Act 1956 Sales Tax 0.10 April 2013 to March 2015 The Value Added Tax Officer Ward-204 Delhi
Central Sales Tax Act 1956 Sales Tax 0.07 April 2014 to June 2017 The Commercial Tax Officer Special Circle-III Jaipur
Central Sales Tax Act 1956 Sales Tax 0.07 April 2013 to March 2014 Maharashtra Sales Tax Tribunal Pune
Delhi Value Added Tax Act 2004 Sales Tax 3.49 April 2014 to March 2015 The Value Added Tax Officer Ward-204 Delhi
Finance Act 1994 Service Tax (including interest and penalty) 0.09 August 2012 April 2015 to March 2017 Customs Excise And Service Tax Appellate Tribunal Chennai

(viii) In our opinion and according to the information and explanationsgiven to us and based on the records of the Company examined by us the Company has notdefaulted in repayment of loans to banks. The Company has neither taken any loans orborrowings from any financial institution or government during the year nor has it issuedany debentures.

(ix) According to the information and explanations given to us andbased on the records of the Company examined by us no monies were raised by way ofinitial public offer or further public offer (including debt instruments) or by way ofterm loans during the year. Accordingly reporting under Clause 3(ix) of the Order is notapplicable to the company.

(x) During the course of our examination of the books and records ofthe company carried out in accordance with generally accepted auditing practices in Indiaand according to the information and explanations given to us we have neither come acrossany instances of material fraud by the company or on the company by its officers oremployees which has been noticed or reported during the year nor have we been informedof any such case by the management.

(xi) According to the information and explanations given to us andbased on the records of the Company examined by us managerial remuneration has been paidor provided in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company. Accordingly reporting underClause 3(xii) of the Order is not applicable to the company.

(xiii) According to the information and explanations given to us andbased on the records of the Company examined by us transactions with the related partiesare in compliance with sections 177 and 188 of the Act where applicable and the detailsthereof have been duly disclosed in Note 33 to the standalone financial statements asrequired by the applicable accounting standard.

(xiv) According to the information and explanations given to us andbased on the records of the Company examined by us the company has not made anypreferential allotment / private placement of shares or fully or partially convertibledebentures during the year under review and hence the requirements of Section 42 of theAct are not Applicable.

(xv) According to the information and explanations given to us andbased on the records of the Company examined by us the company has not entered into anynon-cash transactions with directors or persons connected with the directors. Accordinglythe reporting requirements under clause 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us and therecords of the Company examined by us the company is not required to be registered undersection 45-IA of the Reserve Bank of India Act 1934. Accordingly the reportingrequirement under clause 3(xvi) of the Order is not applicable.

For Varma & Varma
Chartered Accountants
FRN. 004532S
Georgy Mathew
Place : Bengaluru M.No. 209645
Date : June 17 2020 UDIN: 20209645AAAADV8143

ANNEXURE ‘B' TO THE INDEPENDENT AUDITOR'S REPORT

REFERRED TO IN PARAGRAPH UNDER THE HEADING "REPORT ON OTHER LEGALAND REGULATORY REQUIREMENTS" OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF RANE BRAKE LINING LIMITED FOR THE YEAR ENDED MARCH 312020

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Rane Brake Lining Limited ("the Company") as of March 31 2020 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 the internal controls 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 (ICAI).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial control 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 judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

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 control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess 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 control overfinancial 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

In our opinion the Company has in all material respects an adequateinternal financial control system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2020 basedon 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 Varma & Varma
Chartered Accountants
FRN. 004532S
Georgy Mathew
Place : Bengaluru M.No. 209645
Date : June 17 2020 UDIN: 20209645AAAADV8143