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RSWM Ltd.

BSE: 500350 Sector: Industrials
NSE: RSWM ISIN Code: INE611A01016
BSE 00:00 | 27 Jan 170.30 -1.55
(-0.90%)
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172.05

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173.00

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165.95

NSE 00:00 | 27 Jan 170.35 -1.45
(-0.84%)
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172.95

HIGH

172.95

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166.00

OPEN 172.05
PREVIOUS CLOSE 171.85
VOLUME 12869
52-Week high 366.84
52-Week low 165.95
P/E 3.32
Mkt Cap.(Rs cr) 802
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 172.05
CLOSE 171.85
VOLUME 12869
52-Week high 366.84
52-Week low 165.95
P/E 3.32
Mkt Cap.(Rs cr) 802
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

Opinion

We have audited the accompanying standalone financial statements of RSWM Limited("the Company") which comprise the Standalone Balance Sheet as at March 312022 the Standalone Statement of Profit and Loss (including Other Comprehensive Income)the Standalone Statement of Cash Flows and Standalone Statement of Changes in Equity forthe year then ended and notes to the standalone financial statements including a summaryof the significant accounting policies and other explanatory information (herein afterreferred to as"standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 (the "Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 312022 and the profit (includingother comprehensive income) changes in equity and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under Section 143(10) of the Act. Ourresponsibilities under those SAs are further described in the"Auditor'sResponsibilities for the Audit of the Standalone Financial Statements" section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements 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 be communicated in ourreport.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Business Responsibility andSustainability 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 the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards (Ind AS) specified u/s 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under Section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the ability ofthe Company to continue as a going concern. If we conclude that a material uncertaintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the standalone financial statements or if such disclosures are inadequateto modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub- section (11) of Section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including other comprehensiveincome the Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March312022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312022 from being appointed as a director in terms of Section 164 (2) of theAct.

f) With respect to the adequacy of the internal financial controls with reference toStandalone financial statement of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls with reference to Standalone financial statement.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note No. 37 and 45 to thestandalone financial statements;

ii. The Company has made provision as required under the applicable law or Indianaccounting standards for material foreseeable losses if any on long-term contractsincluding derivative contracts; and

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312022.

iv. (a) The Management has represented that to the best of its knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any person or entity including foreignentity ("Funding Parties") with the understanding whether recorded in writingor otherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) of the rule 11 (e) as provided under(a) and (b) above contain any material misstatement.

v. (i) The Company has not paid any dividend during the year.

(ii) The Board of Directors of the Company have proposed final dividend for the yearwhich is subject to the approval of the members at the ensuing Annual General Meeting. Theamount of dividend proposed is in accordance with section 123 of the Act as applicable.

h) With respect to the other matters to be included in the Auditor's Report inaccordance 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 the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act

Annexure A to the Independent Auditors' Report to the members of RSWM Limited

Report on the matters specified in paragraph 3 of the Companies (Auditor's Report)Order 2020 ("the Order') issued by the Central Government of India in terms ofsection 143(11) of the Companies Act 2013 ("the Act") as referred to inparagraph 1 of'Report on Other Legal and Regulatory Requirements' section

i. In respect of the Company's Property Plant and Equipment and Intangible Assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment and relevant detailsof right-of- use assets.

(b) The Company has maintained proper records showing full particulars of intangibleassets.

(c) The Company has physically verified certain Property Plant and Equipment as perits program of physical Verification that covers all items of Property Plant andEquipment over a period of three years which in our opinion is reasonable having regardto the size of the company and the nature of its Property Plant and Equipment. Based oninformation and records provided no material discrepancies were noticed on suchverification.

(d) According to the information and explanations given to us and on the basis of ourexamination of the title deeds provided to us we report that the title deeds of theimmovable properties (other than immovable properties where the Company is the lessee andthe lease agreements are duly executed in favour of the Company) disclosed in thefinancial statements included in property plant and equipment investment property andnon-current assets held for sale are held in the name of the Company as at the balancesheet date except in case of following immovable properties:

Description of the Property Gross Carrying Value (? in Lakh) Held in name of Whether promoter director or their relative or employee Period held-indicate range where appropriate Reason for not being held in name of Company
Land and Building of Private Freight Terminal Namli 386 Lakh Pegasus inland Container Depot Private Limited From 29.03.2022 Refer Note no 3e (b).

(e) According to the information and explanations given to us the Company has notrevalued any of its property plant and equipment (including Right of Use assets) andintangible assets during theyear. hence reporting under clause 3(i)(e) of the Order is notapplicable to the Company.

(f) According to the information and explanations given to us and records provided noproceedings have been initiated during the year or are pending against the Company as atMarch 31 2022 for holding any benami property under the Benami Transactions (Prohibition)Act 1988 (45 of 1988) and rules made thereunder.

ii. (a) As per the physical verification program the inventory were physicallyverified during the year by the Management at reasonable intervals. In our opinion andaccording to the information and explanations given to us the coverage and procedure ofsuch verification by the Management is appropriate having regard to the size of theCompany and the nature of its operations. No discrepancies of 10% or more in the aggregatefor each class of inventory were noticed on such physical verification of inventories whencompared with books of account.

(b) According to the information and explanations given to us and as per the recordsverified the Company has been sanctioned working capital limits in excess of Rs 5 croresin aggregate at points of time during the year from banks or financial institutionsduring the year on the basis of security of current assets of the Company. In our opinionand according to the information and explanations given to us the quarterly returns/statements filed by the Company with such banks are in agreement with the books of accountof the Company and no material discrepancies have been observed [read with note no. 44C(g)].

iii. The Company has not made any investments in provided any guarantee or securityand granted any loans or advances in the nature of loans secured or unsecured tocompanies firms Limited Liability Partnerships or any other parties during the year.

a) The Company has not granted loans or advances in the nature of loans secured orunsecured to companies firms Limited Liability Partnerships or any other parties duringthe year and hence reporting under clause 3(iii)(a) of the Order is not applicable to theCompany.

b) The Company has not made any Investment during the year and hence reporting underclause 3(iii)(b) of the Order is not applicable to the Company.

c) In respect of loans granted or advances in the nature of loans provided by theCompany the schedule of repayment of interest has been stipulated and the principaloutstanding in respect of Compulsory convertible debentures will be compulsory converted(as stipulated in agreement) into equity at the end of the maturity period. There are norepayments due of principal amounts during the year. The Company has not received intereston compulsory convertible debentures (CCDs) from LNJ Power Ventures Limited (LNJPV)amounting to Rs 1492.86 lakhs from financial year 2016-17 to 2021-22. As stated in Note37(B) Rs 1784.02 Lakh is payable by the company against supply of power to LNJPV andarbitration proceedings have been initiated.

d) According to information and explanations given to us and based on the auditprocedures performed in respect of loans granted and advances in the nature of loansprovided by the Company there is no overdue amount of principal remaining outstanding asat the balance sheet date. In respect of Interest overdue on Compulsory Convertibledebentures amounting to Rs 1492.86 lakhs in respect of CCDs the management has takenreasonable steps. As stated in note 37(B) arbitration proceedings have been initiated.

e) None of the loans and advances in the nature of loans granted by the Company havefallen due during the year which has been renewed or extended or fresh loan granted tosettle any overdues of existing loans given to the same party. Hence reporting underclause3(iii)(e) of the order is not applicable to the company.

f) According to information and explanations given to us and based on the auditprocedures performed the Company has not granted any loans or advances in the nature ofloans either repayable on demand or without specifying any terms or period of repaymentduring the year. Hence reporting under clause 3 (iii)(f) is not applicable.

iv. According to the information explanations given to us the Company has compliedwith the provisions of the Section 185 and 186 of the Act with respect to loans grantedinvestments made guarantees and securities provided

v. According to the information and explanations given to us the Company has notaccepted any deposits or deemed deposits from the public within the meaning of sections 73to 76 of the Companies Act 2013 and the rules framed there under. Accordingly theprovisions of clause 3 (v) of the Order are not applicable to the Company. According tothe information and explanations given to us no order has been passed by the Company LawBoard or the National Company Law Tribunal or the Reserve Bank of India or any Court orany other Tribunal against the Company in this regard.

vi. We have broadly reviewed the books and records required to be maintained asspecified by the Central Government under sub- section (1) of section 148of the Act and weare of the opinion that prima facie the prescribed accounts and records are beingmaintained. We have however not made a detailed examination of the said records with aview to determine whether they are accurate or complete.

vii. (a) According to the records of the Company the Company is generally regular indepositing undisputed statutory dues including goods and services tax provident fundemployees' state insurance income tax sales tax service tax duty of customs duty ofexcise value added tax cess and other material statutory dues with the appropriateauthorities to the extent applicable.

There were no undisputed statutory dues payable in respect of Goods and Service taxProvident Fund Employees' State Insurance Income-tax Sales Tax Service Tax duty ofCustom duty of Excise Value Added Tax cess and other material statutory dues in arrearsas at March 312022 for a period of more than six months from the date they becomepayable.

(b) According to the records and information's and explanations given to us details ofstatutory dues referred to in sub-clause (a) above which have not been deposited as onMarch 312022 on account of disputes are given below:

Name of The Statute Nature of Dues Amount (? in Lakh) Period to which amount relates to 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 685.66 2012-2013 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax Demands 2286.64 2013-2014 ITAT Delhi
Income Tax Act 1961 Income Tax Demands 60.44 2011-2012 ITAT Delhi
Income Tax Act 1961 Income Tax Demands 2285.63 2014-2015 ITAT Delhi
Income Tax Act 1961 Income tax disallowances 813.65 2015-2016 ITAT Delhi
Income Tax Act 1961 Income tax disallowances 1267.94 2016-2017 ITAT Delhi
Income Tax Act 1961 Income tax disallowances 762.72 2017-2018 ITAT Delhi
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 8.48 1998-1999 Honorable High Court Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 0.59 1995-1996 Dy. Commissioner(A)Tripur
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 0.36 1996-1997 & 1998-1999 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 1987-1989 Honorable High Court Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax Sales Tax Demand 3.44 2006-2007 Honorable High Court Jodhpur Rajasthan
Goods and Services Tax 2017 GST 54.79 2020-2021 CESTAT/ GSTTribunal
Goods and Services Tax 2017 GST 6.60 2017-2018 Commissioner (A) Jodhpur
Goods and Services Tax 2017 GST 7.90 2017-2018 Commissioner (A) Jodhpur
RVATAct RIPS 50.41 2010-2011 Rajasthan Tax board Ajmer
Central Excise Act1944 Modvat Credit 149.86 1998-1999 CESTAT New Delhi
Custom Act Custom Duty Demand in Coal 58.55 2013-2014 CESTAT Ahmedabad
Customs Act1962 DEPB 9.19 2010-2011 Additional DGFT New Delhi
Electricity Act 1962 Cessdutysurcharge etc 2204.46 May 2019 to March 2022 High Court
Tamil Nadu Electricity Act 2003 Cross Subsidy Surcharge 96.82 2014-2015 Supreme Court
Stamp Duty Act 1998 Stamp Duty 1580.87 2014-2015 Rajasthan High Court Jodhpur
Urban Development Tax House Tax 42.04 2012 to 2022 Dy. Director Regional
Employee state insurance Act 1948 Employee State Insurance 2.37 2000 to 2003 Labour court Salem
Employee State Insurance Act 1948 Employee State Insurance 35.42 2009 to 2011 Rajasthan High Court Jaipur
Textile Committee Act 1963 Textile committee Cess 17.25 1999-2000 to 2006-2007 Textile Committee Cess Appellate Tribunal Mumbai

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

viii. According to the information and explanations given to us and the records of theCompany examined by us there were no transactions relating to previously unrecordedincome that were surrendered or disclosed as income in the tax assessments under theIncomeTax Act 1961 (43 of 1961) during the year.

ix. (a) In our opinion on the basis of audit procedures and according to theinformation and explanations given to us the Company has not defaulted in the repaymentof loans or other borrowings or in the payment of interest thereon to any lender duringthe year.

(b) According to the information and explanations given to us the Company has not beendeclared wilful defaulter by any bank or financial institution or other lender.

(c) According to the information and explanations given to us and on examination of thebooks of the company in our opinion term loans availed by the Company were applied bythe Company during the year for the purposes for which the loans were obtained.

(d) On an overall examination of the financial statements of the Company funds raisedon short-term basis have prima facie not been utilised during the year for long-termpurposes by the Company.

(e) On an overall examination of the financial statements of the Company and based onthe representations of the Company we report that the Company has neither taken any fundsfrom any entity or person during the year nor it had any unutilised funds as at thebeginning of the year on account of or to meet the obligations of its associates. Furtherthere is no subsidiary and joint venture of the Company and hence reporting under clause(ix)(e) of the Order is not applicable.

(f) According to the information and explanations given to us the Company has notraised loans during the year on the pledge of securities held in its associate companies.Hence the requirement to report on clause (ix)(f) of the order is not applicable to theCompany.

x. (a) According to the information and explanations given to us the

Company has not raised moneys by way of initial public offer or further public offer(including debt instruments) during the year and hence reporting under clause (x)(a) ofthe Order is not applicable.

(b) According to the information and explanations given to us and based on ourexamination of the records of the Company during the year the Company has not made anypreferential allotment or private placement of shares or convertible debentures (fully orpartly or optionally) and hence reporting under clause (x)(b) of the Order is notapplicable to the Company.

xi. (a) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India we haveneither come across any instance of fraud on or by the Company noticed or reported duringthe year nor have we been informed of such case by the Management.

(b) To the best of our knowledge no report under sub-section (12) of section 143 ofthe Companies Act has been filed by the Auditors in Form ADT-4 as prescribed under rule 13of Companies (Audit and Auditors) Rules 2014 with the Central Government during the yearand upto the date of this report.

(c) As represented to us by the Management there were no whistle blower complaintsreceived by the Company during the year.

xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company and hence reporting under clause 3(xii) of the Order is notapplicable.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with section 177 and 188 of the Companies Act 2013 where applicable anddetails of such transactions have been disclosed in the Standalone financial statements asrequired by the applicable accounting standards.

xiv. (a) In our opinion and according to the information and explanations given to usthe Company has an adequate internal audit system commensurate with the size and thenature of its business.

(b) We have considered the internal audit reports for theyear under audit issued tothe Company during the year and till the date of this report in determining the naturetiming and extent of our audit procedures.

xv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with its directors. Accordinglyreporting under clause 3(xv) of the Order is not applicable to the Company.

xvi. a) The Company is not required to be registered under section 45- IA of theReserve Bank of India Act 1934 and hence reporting under clause (xvi)(a) (b) and (c) ofthe Order is not applicable.

b) As per the information and details provided the Group does not have any Coreinvestment Company (CIC) as defined in the regulations made by the Reserve Bank of Indiaunder Core Investment Companies (Reserve Bank) Directions 2016 as part of the group andaccordingly reporting under clause (xvi)(d) of the Order is not applicable.

xvii. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not incurred cash losses duringthe financial year covered by our audit and the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors of the Company duringthe year and accordingly requirement to report on Clause 3(xviii) is not applicable tothe Company.

xix. On the basis of the financial ratios ageing and expected dates of realization offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company and/ or certificate with respect to meeting financialobligations by the Company as and when they fall due. We further state that our reportingis based on the facts up to the date of the audit report and we neither give any guaranteenor any assurance that all liabilities falling due within a period of one year from thebalance sheet date will get discharged by the Company as and when they fall due (readwith note 46).

xx. The Company was not required to spend any amount towards Corporate SocialResponsibility (CSR) during the year and there are no unspent CSR amount for the yearrequiring a transfer to a Fund specified in Schedule VII to the Companies Act or specialaccount in compliance with the provision of sub-section (6) of section 135 of the saidAct. Accordingly reporting under clause (xx) of the Order is not applicable for the year.

Annexure B to the Independent Auditors' Report

Report on the Internal Financial Controls with reference to standalone financialstatement under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013("the Act") as referred to in paragraph 2(f) of'Report on Other Legal andRegulatory Requirements'section

We have audited the internal financial control with reference to Standalone financialstatement of RSWM LIMITED ("the Company") as of March 312022 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 and maintaining internalfinancial controls based on "the internal control with reference to Standalonefinancial statement criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia". These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controlwith reference to Standalone financial statement based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Act to the extent applicable to an audit of internal financial controls bothapplicable to an audit of Internal financial control and both issued by ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to the standalone financial statement was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to Standalone financial statement and theiroperating effectiveness.

Our audit of internal financial controls with reference to Standalone financialstatement included obtaining an understanding of internal financial controls withreference to Standalone financial statement assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to Standalone financial statement.

Meaning of Internal Financial Controls with reference to Standalone financial statement

A company's internal financial control with reference to Standalone financial statementis a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrol with reference to Standalone financial statement includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit 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 with reference to Standalonefinancial statement

Because of the inherent limitations of internal financial controls with reference toStandalone financial statement including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Standalone financial statement to future periods are subject tothe risk that the internal financial control with reference to Standalone financialstatement may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem with reference to Standalone financial statement and such internal financialcontrols with reference to Standalone financial statement were operating effectively as atMarch 31 2022 based on "the internal control with reference to Standalone financialstatement 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 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: 22085155AJTXAN9872 UDIN: 22093214AJUCFL6048
Place: Noida Place: Noida
Date : May 27 2022 Date: May 27 2022

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