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RSWM Ltd.

BSE: 500350 Sector: Industrials
NSE: RSWM ISIN Code: INE611A01016
BSE 00:00 | 23 Jul 362.85 -4.15
(-1.13%)
OPEN

371.35

HIGH

372.90

LOW

360.05

NSE 00:00 | 23 Jul 362.80 -4.70
(-1.28%)
OPEN

371.75

HIGH

373.95

LOW

360.10

OPEN 371.35
PREVIOUS CLOSE 367.00
VOLUME 7225
52-Week high 380.85
52-Week low 68.40
P/E 39.53
Mkt Cap.(Rs cr) 855
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 371.35
CLOSE 367.00
VOLUME 7225
52-Week high 380.85
52-Week low 68.40
P/E 39.53
Mkt Cap.(Rs cr) 855
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 Audit of the Standalone Financial Statements

We have audited the standalone financial statements of RSWM Limited("the Company”) which comprise the Balance Sheet as at March 31 2020 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement of CashFlows and Statement of Changes in Equity for the year then ended and notes to thestandalone financial statements including a summary of the significant accountingpolicies and other explanatory information (herein after referred to as "standalonefinancial statements”).

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ( "Act”) in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2020and the loss (including other comprehensive income/loss)) changes in equity and its cashflows for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act (SAs). Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone 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 Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

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 providea separate opinion on these matters.

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

Information Other than the Financial Statements and Auditor's ReportThereon

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 Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the standalone financial 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 financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

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 Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating 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 the going

concern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditions that may castsignificant doubt on the ability of the Company to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the standalone financial statements or ifsuch disclosures are inadequate to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor's report. However future events orconditions may 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 standalone financialstatements.

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 tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our 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 precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso 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 subsection(11) of Section 143 of the Act we give in the "Annexure A” a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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 Statement of Cash Flows dealt with by this Report are inagreement with the books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Indian Accounting Standards specified under Section 133 of the Act.

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 unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial Reporting.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as 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 the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note No. 45 to thestandalone financial statements;

ii. The Company has made provision as required under the applicablelaw or Indian accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts.

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 2020.

For Lodha & Co. For S S Kothari Mehta & Company
Chartered Accountants Chartered Accountants
FRN : 301051E FRN : 000756N
N. K. Lodha Yogesh K. Gupta
Partner Partner
M. No. 085155 M. No. 093214
UDIN : 20085155AAAACI9771 UDIN : 20093214AAAAAW1880
Place : New Delhi Place : Faridabad
Date : June 15 2020 Date : June 15 2020

Annexure A to the Independent Auditors' Report to the members of RSWMLimited

Report on the matters specified in paragraph 3 of the Companies(Auditor's Report) Order 2016 ("the Order') issued by the Central Government ofIndia in terms of section 143(11) of the Companies Act 2013 ("the Act") asreferred to in paragraph 1 of 'Report on Other Legal and Regulatory Requirements' section

(i) (a) The Company is maintaining proper records showing full

particulars including quantitative details and situation of fixedassets;

(b) The Company has physically verified these fixed assets as per itsprogram of physical verification that covers every item of fixed assets over a period ofthree years. No material discrepancies were 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.

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

(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 Act. 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 provision of section 185 and 186 of Act with respect to theloans investments guarantees and security 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 other relevant provisions of the Companies Act 2013 and the rules framed there underare not applicable.

(vi) We have broadly reviewed the books and records required to bemaintained as specified by the Central Government under subsection (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 undisputed

statutory dues including provident fund employees' state insuranceincome-tax goods & service tax duty of customs cess and any other statutory duesapplicable to it to the appropriate authorities. There are no arrears of outstandingstatutory dues as at the last day of the financial year concerned for a period of morethan 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
Income Tax Act 1961 Income Tax Demands 322.72 2005-2006 Honorable High Court Jodhpur Rajasthan
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 521.33 2004-2005 Honorable High Court Jodhpur Rajasthan
Income Tax Act 1961 Income Tax Demands 25.42 2007- 2008 2008- 2009 Honorable High Court Jodhpur Rajasthan
Income Tax Act 1961 Income Tax Demands 685.66 2012-13 Commissioner of Income Tax (Appeals)
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 8.48 1998-99 Honorable High Court Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 0.69 1995-1996 Dy. Commissioner ( A ) Tripur
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 0.36 1996-1997 Dy. Commissioner ( A ) Tripur
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 0.65 1983-1984 Honorable High Court Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 3.47 1983-1984 Honorable High Court Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 3.44 2006-07 Honorable High Court Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 64.5 2013-14 Commissioner (Appeals) Ajmer
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 33.83 2013-14 Commissioner (Appeals) Ajmer
Central Excise Act Excise Duty Demand 23.56 2005-06 DC Central Excise Bhilwara
Custom Act Custom Duty Demand in Coal 58.55 2013-2014 CESTAT Ahmedabad

*Excluding interest and penalty net of amount deposited under protest.

(viii) The Company has not defaulted in repayment of loans or borrowingto 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 relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the 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 & Company
Chartered Accountants Chartered Accountants
FRN:301051E FRN:000756N
N. K. Lodha Yogesh K. Gupta
Partner Partner
M. No. 085155 M. No. 093214
UDIN : 20085155AAAACI9771 UDIN : 20093214AAAAAW1880
Place : New Delhi Place : Faridabad
Date : June 15 2020 Date : June 15 2020

Annexure B to the Independent Auditor's Report to the members of RSWMLimited dated

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 312020 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls 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”. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation 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 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. 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 standalone financial statements whether due tofraud 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 financialcontrols 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 accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the company's assets that could have a material effecton 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 controls 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 Lodha & Co. For S S Kothari Mehta & Company
Chartered Accountants Chartered Accountants
FRN:301051E FRN:000756N
N. K. Lodha Yogesh K. Gupta
Partner Partner
M. No. 085155 M. No. 093214
UDIN : 20085155AAAACI9771 UDIN : 20093214AAAAAW1880
Place : New Delhi Place : Faridabad
Date : June 15 2020 Date : June 15 2020

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