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RSWM Ltd.

BSE: 500350 Sector: Industrials
NSE: RSWM ISIN Code: INE611A01016
BSE 14:31 | 20 Feb 157.90 2.45
(1.58%)
OPEN

155.45

HIGH

159.00

LOW

155.45

NSE 14:20 | 20 Feb 158.40 2.75
(1.77%)
OPEN

155.00

HIGH

160.00

LOW

154.30

OPEN 155.45
PREVIOUS CLOSE 155.45
VOLUME 2521
52-Week high 380.00
52-Week low 148.00
P/E
Mkt Cap.(Rs cr) 372
Buy Price 157.20
Buy Qty 71.00
Sell Price 157.95
Sell Qty 107.00
OPEN 155.45
CLOSE 155.45
VOLUME 2521
52-Week high 380.00
52-Week low 148.00
P/E
Mkt Cap.(Rs cr) 372
Buy Price 157.20
Buy Qty 71.00
Sell Price 157.95
Sell Qty 107.00

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 ofRSWM Limited ("the Company") which comprise the Balance Sheet as at March 312018 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and Statement of Changes in Equity for the year then ended and a summaryof significantaccounting the policies and other explanatory information.

Management's Responsibility for the Standalone FinancialStatements

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 income cashflows and changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the

Indian Accounting Standards (Ind AS) specified under Section 133 of theAct read with relevant rules issued thereunder.

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 judgements 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 statements that give a true and fair view and are free from material misstatementwhether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalonefinancial 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 thereunder.

We conducted our audit in accordance with the Standards on

Auditing specified 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 financial statements. 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. In making thoserisk assessments the auditor considers internal financial control relevant to theCompany's preparation of the financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as wellas evaluating the overall presentation of the 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 financialstatements.

Opinion

In our opinion and to the best of our information and knowledge andaccording to the explanations given to us the aforesaid standalone financial statementsgive the information required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thefinancial position of the Company as at March 31 2018 and its profit including othercomprehensive income its cash flows and the changes in equity for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Government of India in terms of section 143 (11) ofthe Act we give in the

"Annexure A" a statement on the matters specified in theparagraphs 3 and 4 of the said Order.

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 havebeen kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss

(including other comprehensive income) the Statement of Cash Flow andthe Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Indian Accounting

Standards (Ind AS) specified under Section 133

Act read with relevant rule issued thereunder.

(e) On the basis of the written representations received from thedirectors as on March 31 2018 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2018 from being appointed as a director in termsof Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(g) 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 itsfinancialposition in its financial statements refer Note no. 45 to the financialstatement; ii. The Company did not have any long-term contracts including derivativecontracts 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 during the yearended March 31 2018. of the

Other Matters

The financial statements of the Company for the year ended

March 31 2017 have been audited by one of the predecessor jointauditor with S.S. Kothari Mehta & Co. who have expressed an unmodified opinion on thefinancial statement. Our opinion is not modified in respect of this matter.

For Lodha & Co. For S S Kothari Mehta & Co.
Chartered Accountants Chartered Accountants
FRN : 301051E FRN : 000756N
N K Lodha Yogesh K. Gupta
Partner Partner
M. No. 085155 M. No. 093214

Place : Noida Date : May 10 2018

Annexure ‘A' to the Independent Auditors' Report to themembers of RSWM Limited

Report on the Matters Specified in Paragraph 3 of the Companies(Auditor's Report) Order 2016 ("the Order') issued by the CentralGovernment of India in terms of section 143(11) of the Companies Act 2013 ("theAct") as referred to in paragraph 1 of ‘Report on Other Legal and RegulatoryRequirements' Section

(i) (a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of fixed assets; (b) The Companyhas physically verified these fixed assets as per its program of physical verificationcovers every item of fixed assets over a period of three years. No material discrepancieswere noticed on such verification;

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the company the title deeds of immovableproperties are held in the name of the company.

of inventory has been conducted (ii) The physical verification atreasonable intervals by the management. No material discrepancies were noticedverification; such physical

(iii) The Company has not granted loans secured or unsecured tocompanies firms and limited liability partnerships or other parties covered in theregister maintained under section 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 thecompany has complied with the provisions of sections 185 and 186 of Act with respect tothe loans investments guarantees and securities made.

(v) As per information and explanation provided to us the Company hasnot accepted any public deposits during the year. Further we have not come across anysuch deposit(s) nor the management has reported any such deposit(s) therefore thedirectives issued by the Reserve Bank of India and the provisions of sections 73 to 76 orany otherthat relevant provisions of the Companies Act 2013 and the rules framedthereunder are not applicable.

(vi) We have broadly reviewed the books and records required to bemaintained as specified by the Central Government under sub-section (l) of section 148 ofthe Companies Act 2013 and we are of the opinion that prima facie the prescribedaccounts and records are being maintained.

(vii) (a) The Company is generally regular in depositing undisputedstatutory dues including provident fund employees' state insurance income-taxsales-tax service tax duty of customs duty of excise value added tax cess and anyother statutory dues applicable to it to the appropriate authorities. There are no arrearsof outstanding statutory dues as at the last day of the financial year concerned for aperiod of more than six months from the date they became payable.

(b) The particulars of dues of income tax or sales tax or service taxor duty of customs or duty of excise or value added tax have not been deposited on accountof any dispute are as under:

Nature of Statute Nature of dues

Amount

Period to which the amount relates

Forum where dispute is pending

(J in Lakhs)*

Income Tax Act 1961 Income Tax Demands

4.95

1999-2000

Honorable High Court Jodhpur Rajasthan
Income Tax Act 1961 Income Tax Demands

20.87

2004-2005

Honorable High Court Jodhpur Rajasthan
Income Tax Act 1961 Income Tax Demands

8.45

2003-2004

Honorable High Court Jodhpur Rajasthan
Income Tax Act 1961 Income Tax Demands

322.72

2005-2006

Honorable High Court Jodhpur Rajasthan
Income Tax Act 1961 Income Tax Demands

69.38

2006-2007

Honorable High Court Jodhpur Rajasthan
Income Tax Act 1961 Income Tax Demands

521.33

2004-2005

Honorable High Court Jodhpur Rajasthan
Income Tax Act 1961 Income Tax Demands

26.45

2003-2004

Honorable High Court Karnataka
Income Tax Act 1961 Income Tax Demands

14.02

2007-2008 2008-2009

Honorable High Court Jodhpur Rajasthan
Income Tax Act 1961 Income Tax Demands

86.53

2010-11

ITAT Bengaluru
Income Tax Act 1961 Income Tax Demands

685.66

2012-13

Commissioner of Income Tax (Appeals)
Central Sales Tax Act Sales Tax Demand

8.48

1998-99

Honorable High Court Jodhpur Rajasthan
and Local Sales Tax
Central Sales Tax Act Sales Tax Demand

8.14

2001-2002

Honorable High Court Jodhpur Rajasthan
and Local Sales Tax
Nature of Statute Nature of dues

Amount

Period to which the Forum where dispute is pending

(J in Lakhs)*

amount relates
Central Sales Tax Act Sales Tax Demand

2.10

2001-2002 Honorable High Court Jodhpur Rajasthan
and Local Sales Tax
Central Sales Tax Act Sales Tax Demand

0.59

1995-1996 Dy.Commissioner
and Local Sales Tax (A) Tripur
Central Sales Tax Act Sales Tax Demand

0.36

1996-1997 Dy.Commissioner
and Local Sales Tax (A) Tripur
Central Sales Tax Act Sales Tax Demand

0.65

1983-1984 Honorable High Court Jodhpur Rajasthan
and Local Sales Tax
Central Sales Tax Act Sales Tax Demand

3.47

1983-1984 Honorable High Court Jodhpur Rajasthan
and Local Sales Tax
Central Sales Tax Act Sales Tax Demand

3.44

2006-07 Honorable High Court Jodhpur Rajasthan
and Local Sales Tax
Central Excise Act Excise Duty Demand

23.56

2005-06 DC Central Excise Bhilwara
Custom Act Custom Duty Demand

58.55

2013-2014 CESTAT Ahmedabad
in Coal

* Excluding interest penalty and net of amount deposited underprotest.

(viii) The Company has not defaulted in repayment of loans orborrowings to a financial institution bank or government

The Company has not issued any debentures.

(ix) The Company did not raise any money by way of initial public offeror further public offer (including debt instruments) during the year. Term loans wereapplied for the purposes for which those are raised.

(x) During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia we have neither come across any instance of fraud on or by the Company noticed orreported during the year nor have we been informed of such case by the Management.

(xi) According to the information and explanation given to us and basedon our examination 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 3of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the

Company transactions with the related parties are in compliance withsections 177 and 188 of the act where applicable and details of such transactions havebeen disclosed in the financial statements as required by applicable accounting standards.

(xiv) The company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year under audit.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordingly clause(xv) of para 3 of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.

For Lodha & Co. For S S Kothari Mehta & Co.
Chartered Accountants Chartered Accountants
FRN : 301051E FRN : 000756N
N K Lodha Yogesh K. Gupta
Partner Partner
M. No. 085155 M. No. 093214
Place : Noida
Date : May 10 2018

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act") as referredto in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements'section

We have audited the internal financial controls over financialreporting of RSWM LIMITED ("the Company") as of March 31

2018 in conjunction with our audit of the standalone financialstatements of the Company for the year ended on that date. controls

Management's Responsibility for Internal Financial

Controls reporting assessing the

The Company's management is responsible for establishing andmaintaining internal financial controls based on internal control over financial reportingcriteria established the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India". Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively ensuring the orderly and efficientincluding adherence to company's policies the safeguarding of its assets theprevention 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'sinternal financial controls over financial reporting based on audit.

We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the "Guidance Note") andthe Standards on Auditing prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls.

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 controls system over financial reporting and theiroperating effectiveness. overOur financialaudit of internal financial reporting includedobtaining an financialcontrols understanding of internal riskover thatfinancial a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed "therisk. The procedures selected depend onthe auditor's judgment byincluding the assessment of the risks of materialmisstatement of the standalone 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 internal financial controls system over financialreporting. for conduct of its business

Meaning of Internal Financial Controls over Financial

Reporting

A company's internal financialreporting is controlover 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 our 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 Those only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company's assets that could have a material effect on thefinancial 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 subject to the risk that the internal financialcontrol over reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over reporting and such internal financial controlsover reporting were operating effectively as at March 31 2018 based on "theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India".

financial For Lodha & Co. For S S Kothari Mehta & Co.
Chartered Accountants Chartered Accountants
FRN : 301051E FRN : 000756N
N K Lodha Yogesh K. Gupta
Partner Partner
M. No. 085155 M. No. 093214

Place : Noida Date : May 10 2018

CIN No. L17115RJ1960PLC008216