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Ruby Mills Ltd.

BSE: 503169 Sector: Industrials
NSE: RUBYMILLS ISIN Code: INE301D01026
BSE 13:46 | 22 Feb 267.25 0.70
(0.26%)
OPEN

265.35

HIGH

277.00

LOW

265.35

NSE 13:49 | 22 Feb 266.80 -1.10
(-0.41%)
OPEN

269.85

HIGH

277.00

LOW

265.30

OPEN 265.35
PREVIOUS CLOSE 266.55
VOLUME 1736
52-Week high 447.25
52-Week low 233.25
P/E 14.58
Mkt Cap.(Rs cr) 447
Buy Price 267.50
Buy Qty 5.00
Sell Price 269.00
Sell Qty 2.00
OPEN 265.35
CLOSE 266.55
VOLUME 1736
52-Week high 447.25
52-Week low 233.25
P/E 14.58
Mkt Cap.(Rs cr) 447
Buy Price 267.50
Buy Qty 5.00
Sell Price 269.00
Sell Qty 2.00

Ruby Mills Ltd. (RUBYMILLS) - Auditors Report

Company auditors report

TO THE MEMBERS OF The RUBY MILLS LIMITED

Report on the Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying Ind AS financial statements of The Ruby Mills Limited(“the Company”) which comprise the Balance Sheet as at 31 March 2018 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofsignificant accounting policies and other explanatory information.

Management's Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (“the Act”) with respect to the preparation ofthese Ind AS financial statements that give a true and fair view of the state of affairs(financial position) profit or loss (financial performance including other comprehensiveincome) cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including Indian Accounting Standards (Ind AS)prescribed under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS specified undersection 133 of the Act of the state of affairs (financial position) of the Company as at31 March 2018 and its profit (financial performance including other comprehensiveincome) its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended 31 March 2017and the transition date opening Balance Sheet as at 1 April 2016 included in these Ind ASfinancial statements are based on the previously issued statutory financial statementsprepared in accordance with the Companies (Accounting Standards) Rules 2006 (as amended)audited by the predecessor auditor whose report for the year ended 31 March 2017 and 31March 2016 dated 17 May 2017 and 30 May 2016 respectively expressed an unmodifiedopinion on those financial statements as adjusted for the differences in accountingprinciples adopted by the Company on transition to the Ind AS which have been audited byus.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of Sub Section 11 of section 143 of the Act (“theOrder”) and on the basis of such checks of the books and records of the Company as weconsider appropriate and according to the information and explanation given to us we givein the “Annexure A” a statement on the matters specified in paragraphs 3 and 4of the Order.

2. As required by Section 143(3) of the Act 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 purpose of our audit.

b) In our opinion proper books of accounts 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 Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

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

e) On the basis of the written representation received from the directors as on 31March 2018 taken on record by the Board of Directors none of the directors aredisqualified as on 31 March 2018 from being appointed as director in terms of section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements 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 the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact if any of pending litigations on itsfinancial position in its Ind AS financial statements. Refer Note 49(a) of the Ind ASfinancial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses as required under the applicable law oraccounting standards; and

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

For C N K & Associates LLP

Chartered Accountants

ICAI FRN. 101961W/W-100036

Himanshu Kishnadwala

Partner Membership No.: 37391

Place: Mumbai

Dated : 30 May 2018

ANNEXURE A TO INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' in the Independent Auditor's Report of even date to the members of The RubyMills Limited (“the Company”) on the Ind AS financial statements for the yearended 31 March 2018]

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of property plant and equipment;

(b) The fixed assets have been physically verified by the management according to aphased programme designed to cover all the fixed assets over a period of three yearswhich in our opinion provides for physical verification of all the fixed assets atreasonable intervals. Pursuant to the programme fixed assets have been physicallyverified by the management and no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company we report that the title deeds of immovableproperties which are freehold are held in the name of the Company as at the balance sheetdate.

In respect of immovable properties been taken on lease and disclosed as Investmentproperty in the Ind AS financial statements the lease agreements are in the name of theCompany.

(ii) Inventories other than stocks lying with third parties have been physicallyverified by the Management on half yearly basis. In respect of inventory lying with thirdparties these have substantially been confirmed by them. In our opinion the frequency ofsuch verification is reasonable and no material discrepancies were noticed on suchphysical verification.

(iii) According to the information and explanation given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct. Accordingly paragraphs 3(iii)(a) 3(iii)(b) and 3(iii)(c) of the Order are notapplicable;

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and Section 186 of the Act withrespect to grant of loans making investments providing guarantees and securities asapplicable;

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from public within the provisions of Sections 73 to76 of the Act read with The Companies (Acceptance of Deposits) Rules 2014 and otherrelevant provisions of the Act and therefore the provision of the clause 3(v) of theOrder are not applicable to the Company;

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the Companies (Cost Records and Audit) Rules 2014 as specified by the CentralGovernment under section 148(1) of the Act in respect of the Company's product and are ofthe opinion that prima-facie the prescribed account and records have been made andmaintained. We have not however made a detailed examination of the same with a view todetermining whether they are accurate or complete;

(vii) (a) According to the information and explanations given to us and on the basis ofthe books and records examined by us the Company has been regular in depositingundisputed statutory dues including Provident fund Employees' State InsuranceIncome-tax Sales-tax Service tax Goods and Service tax duty of Customs duty ofExcise Value added tax Cess and any other material statutory dues applicable to it withappropriate authorities;

There were no undisputed amounts payable in respect of Provident fund Employees' StateInsurance Income-tax Sales-tax Service tax Goods and Service tax duty of Customsduty of Excise Value Added tax Cess and any other material statutory dues applicable toit were outstanding as on the last day of the financial year for a period of more thansix months from the date they became payable;

(b) According to the information and explanation given to us the dues outstanding withrespect to Income-tax Sales-tax Service tax Goods and Service tax duty of Customsduty of Excise Value Added tax have not been deposited on account of any dispute are asunder;

` In Lakhs
Name of the Statute Nature of dues Forum where dispute is pending Period to which the amount is relates Amount
The Income Tax Act 1961 Income Tax and Interest Commissioner of Income Tax (Appeal) Assessment Year 1998-99 2007-08 2008- 09 2014-15 and 2015-16 333.35
Finance Act 1994 (Service Tax) Service Tax Additional Director General of Central Excise Financial Year 2011-12 260.07
The Central Excise Act 1944 Excise Duty Assistant Commissioner of Central Excise Financial Year st st 1 April 1993 to 31 October 1993 2001-01 and 2001-02 9.76
Customs Act1962 Custom Duty Commissioner of Appeals (Customs) Financial Year 2012-13 16.21

(viii) According to the information and explanations given to us as also on the basisof the books of accounts and records examined by us the Company has not defaulted in therepayment of loans or borrowing to financial institutions and banks. The Company does nothave any loans and borrowings from government and has not issued any debentures;

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Accordingly paragraph 3(ix) ofthe Order in respect thereof is not applicable. Money raised by way of term loans duringthe year have been applied for the purpose for which those were raised;

(x) 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 andaccording to the information and explanations given to us no instances of fraud by theCompany or on the Company by its officers or employees have been noticed or reportedduring the year;

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with schedule V to the Act;

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 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 the provisions of Sections 177 and 188 of the Act where applicable andthe details of such transactions have been disclosed in the Ind AS financial statementsas required by the applicable accounting standard;

(xiv)According to the information and explanations given to us and based on ourexamination of the records the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.Accordingly paragraph 3(xiv) of the Order is not applicable;

(xv) According to the information and explanations given to us and based on ourexamination of the records the Company has not entered during the year into non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable;

(xvi)The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly paragraph 3(xvi) of the Order is not applicable.

For C N K & Associates LLP

Chartered Accountants ICAI FRN. 101961W/W-100036

Himanshu Kishnadwala

Partner

Membership No.: 37391

Place: Mumbai

Dated : 30 May 2018

ANNEXURE B TO INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' in the Independent Auditor's Report of even date to the members of The RubyMills Limited on the Ind AS financial statements for the year ended 31 March 2018]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls with reference to financial statementsof The Ruby Mills Limited (“the Company”) as of 31 March 2018 in conjunctionwith our audit of the Ind AS 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 controls with reference financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI'). 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 Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the “Guidance Note”) and the Standards on Auditingspecified under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to financial statements were established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of internal financial controls withreference to financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto 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 financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company's internal financial control with reference to financial statements 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 withreference to financial statements includes those policies and procedures that:

1. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls with reference to financial statements and such internal financialcontrols with reference to financial statements were operating effectively as at 31stMarch 2018 based on the internal control with reference to financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the ICAI.

For C N K & Associates LLP

Chartered Accountants ICAI FRN. 101961W/W-100036

Himanshu Kishnadwala

Partner

Membership No.: 37391

Place: Mumbai

Dated : 30 May 2018