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Auditor Report of Ramco Industries Ltd.

Mar 31, 2022

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the Standalone financial statements of RAMCO INDUSTRIES LIMITED (“the Company”), which comprise the Standalone balance sheet as at 31 March 2022, and the Standalone Statement of Profit and Loss, the Standalone Statement of changes in Equity and the Standalone Statement of cash flows for the year ended on that date, and notes to the Standalone financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as “the Standalone Financial Statements”)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Companies Act 2013 (‘the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note No. 52 to the Standalone financial statement, which describes the uncertainties and the impact of the COVID-19 pandemic on the company’s operations and results as assessed by the management. The Management has assessed that there is no material impact on the financial statements due to lockdown and related restrictions imposed towards controlling the COVID 19 pandemic. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

S. No.

Key Audit Matter

Auditor’s Response

1

Recognition and measurement of deferred taxes

Principal Audit Procedures

The recognition and measurement of deferred tax

The key matter was addressed by performing audit procedures

items requires determination of differences between

which involved assessment of underlying process and evaluation

the recognition and the measurement of assets,

of internal financial controls with respect to measurement of

liabilities, income and expenses in accordance with

deferred tax and assessment of the items leading to recognition of

the Income Tax Act and other applicable tax laws

deferred tax in light of prevailing tax laws and applicable financial

including application of ICDS and financial reporting

reporting standards.

in accordance with Ind AS.

Furthermore we assessed the adequacy and appropriateness of

Assessment of Deferred Tax Assets is done by the management at the close of each financial year taking into account forecasts of future taxable results.

the disclosures in the Standalone financial statements.

We have considered the assessment of deferred tax liabilities and assets as a key matter due to the importance of management’s estimation and judgment and the materiality of amounts.

(Refer to Note No. 4.4.4, 4.4.5, 4.4.6 and 4.4.7 to the Standalone Financial Statements)

2

Evaluation of uncertain Tax Position/ Other contingent liabilities

The Company has material uncertain tax position in respect of possible or actual taxation disputes, litigations, claims and other contingent liabilities. The provisions are estimated using a significant degree of management judgment in interpreting the various relevant rules, regulations and practices and in considering precedents in various legal forums.

(Refer to Note No. 38 to the Standalone Financial Statements)

Principal Audit Procedures

The Audit addressed this Key Audit Matter by assessing the adequacy of tax Provisions by reviewing the management’s underlying assumptions in estimating the tax provisions and the possible outcome of the disputes.

We reviewed the significant litigations and claims and discussed with the Company’s legal counsel, external advisors about their views regarding the likely outcome and magnitude of and exposure to relevant litigation and claims.

We also reviewed the relevant judgments and the opinions given by the company’s advisers, which were relied on by the management for such claims.

Furthermore we assessed the adequacy and appropriateness of the disclosures in the Standalone financial statements.

3

Existence and impairment of Trade Receivables

Trade Receivables are significant to the Company’s financial statements. The Collectability of trade receivables is a key element of the company’s working capital management, which is managed on an ongoing basis by its management. Due to the nature of the Business, the requirements of customers and various contract terms are in place, there is a risk that the carrying values may not reflective of their recoverable amounts as at the reporting date, which would require an impairment provision. Where there are indicators of impairment, the company undertakes assessment of the recoverability of the amounts. Given the magnitude and inherent uncertainty involved in the judgment, in estimating impairment assessment of trade receivables, we have identified this as a key audit matter.

(Refer to Note No. 12 to the Standalone Financial Statements)

Principal Audit Procedures:

We performed audit procedures on the assessment of trade receivables, which included substantive testing of revenue transactions, obtaining trade receivable external confirmations and testing the subsequent payments received. Assessing the impact of impairment on trade receivables requires judgment and we evaluated management’s assumptions in determining the provision for impairment of trade receivables, by analyzing the ageing of receivables, assessing significant overdue individual trade receivables and specific local risks, combined with the legal documentations, where applicable.

We also reviewed the system of obtaining monthly confirmation from the customers, which are kept in electronic mode by the company. We tested the timing of revenue and trade receivables recognition based on the terms agreed with the customers. We also reviewed, on a sample basis, terms of the contract with the customers, invoices raised, etc., as a part of our audit procedures.

Furthermore we assessed the adequacy and appropriateness of the disclosures in the Standalone financial statements.

4

Evaluation of Carrying value of Non-Current Investments:

The Company has Non-Current Investments in unlisted subsidiaries, associates and other companies, amounting to '' 5,962.40 Lakhs as at 31st March 2022 which is 15.03% of the total non-current investments of the company. The Company’s investments in unlisted subsidiaries and associates are valued at Cost less any impairment. These investments are assessed for impairment when an indicator of impairment exists. The management assess annually the existence of impairment indicators of each unlisted investment and assessed that there is no impairment in the value of such investment as on Balance Sheet date. The processes and methodologies for valuation and identification of impairment in the value of investments of unlisted companies requires application of significant judgment by the Company. The judgment has to be made with respect to the timing, quantity and estimation of future discounted cash flows of the unlisted entities.

We examined the policies and methodologies used by the management to estimate the carrying value of each investment.

We evaluated the assessment techniques for the forecasting the future cash flows and revenue estimates used by the management to assess the future prospect of the investees’ companies.

We examined the report of the valuation experts obtained by the management for the valuation of the business to assess the investment value in unlisted companies.

We reviewed and compared the estimates made by the management with the externally available industry data.

It involves significant estimates and judgment by the management because of the inherent uncertainty involved in forecasting the investee’s future performance and discounting future cash flows. We consider the valuation and assessment of impairment in value of such investments to be significant to the audit, because of the materiality of the value of investments in the separate financials statements of the Company and estimates and judgments involved in assessing the various unobservable valuation inputs like estimating the future cash flows. Accordingly, the valuation and assessment of impairment value in such investments of unlisted entities is determined to be key audit matter in our audit of the separate financials statement.

(Refer to Note No. 8A and 8B to the Standalone Financial Statements)

Information Other than the Standalone Financial Statements and Auditors’ Report Thereon

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, Board’s Report including Annexure to Board’s Report, Business Responsibility Report, Corporate Governance and Report on CSR activities, and Shareholders information but does not include the standalone financial statements and our auditor’s report thereon.

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

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

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

Management’s Responsibility for the Standalone Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit or loss including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of Companies Act 2013 read with relevant rules issued there under and accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

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

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness 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 obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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

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

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

Other Matters

The Standalone Financial Statements includes financial performance of a foreign branch which reflects total assets of '' 164.34 Lakhs, total revenue of '' Nil and net cash outflow amounting to '' 2.18 Lakhs for the year ended on 31st March 2022, which was audited by independent auditors in accordance with the regulations of that country and whose report has been furnished to us and has been considered in the Standalone financial statements solely based on such audited financial statements.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 best of our knowledge and belief were necessary for the purposes of our audit.

(b) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

(c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

(d) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of changes in equity and the Standalone statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(e) I n our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) On the basis of the written representations received from the directors as on 31stMarch, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our Standalone Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company’s internal financial control over financial reporting.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended

I n our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(i) With respect to the other matters to be included in the Auditor’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 the explanations given to us:

i. The Company has disclosed the details of the pending litigations and its impact on the financial position in its standalone financial statements have been disclosed in Note No. 38.2.1 to 38.2.9 of the Disclosures forming part of the Standalone Financial Statements for the year ended 31st March 2022;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned

or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any 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, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provide under (a) and (b) above, contain any material mis-statement.

v. The company has not paid any dividend during the year. The Board of Directors of the Company have proposed final dividend for the current year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For M/s. SRSV & Associates For M/s. Ramakrishna Raja and Co.,

Chartered Accountants Chartered Accountants

Firm Registration No.: 015041S Firm Registration No.: 005333S

G. CHELLA KRISHNA C. KESAVAN

Partner Partner

Membership No.: 210474 Membership No.: 227833

UDIN: 22210474AJELQO5128 UDIN: 22227833AJEGWG1046

Place: Chennai Date: 18th May 2022


Mar 31, 2018

INDEPENDENT AUDITORS’ REPORT To the Members of Ramco Industries Limited

Report on the Standalone Financial Statements

We have audited the accompanying Separate financial statements drawn in accordance with the Indian Accounting Standards (“the Financial Statements”), of Ramco Industries Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flow for the year ended on 31st March 2018 and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Separate Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of the Financial Statements that give a true and fair view of the financial position, Financial Performance (including Other Comprehensive Income), Changes in Equity and Cash Flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Separate Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the Separate Financial Statements 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 and perform the audit to obtain reasonable assurance about whether the Separate Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Separate Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Separate Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Separate Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Separate Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Separate Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Separate ‘Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards, of the state of affairs (financial position) of the Company as at 31st March 2018, its Profit (financial performance including Other Comprehensive Income), Changes in Equity and its Cash Flows for the year ended on 31st March 2018.

Other Matters

The comparative financial information of the Company for the year ended March 31, 2017 are based on the previously issued statutory financial statements jointly audited by M.S.Jagannathan & N.Krishnaswami, Chartered Accountants and CNGSN & Associates LLP, Chartered Accountants, the predecessor auditors, whose report for the year ended March 31, 2017 dated 30th May, 2017 expressed an unmodified opinion on those financial statements.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of 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 best of 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 the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss,the Statement of Cash Flow and Statement of Changes in Equity dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Separate Financial Statements comply with the Indian Accounting Standards(lnd AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) We have enclosed our separate report in “Annexure B”with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’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 the explanations given to us:

i. The details of the pending litigations and its impact on the Financial Statements have been disclosed in Note No 37.2.1 to 37.2.11 of the ‘Disclosures forming part of Separate Financial Statements’ for the year ended 31st March 2018;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

Referred to in paragraph 1 under the heading ‘Report on Other Legal ft Regulatory Requirements’ of our report of even date to the Financial Statements of the Company for the year ended 31st March 2018:

1) Fixed Assets

1.1 The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

1.2 The fixed assets were physically verified during the year by the Management in accordance with the regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed during such verification.

1.3 According to the information and explanations given to us, and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

2) Inventory

2.1 The Management has conducted the physical verification of inventory at reasonable intervals.

2.2 The discrepancies noticed on verification between the physical stocks and the book records were properly dealt with in the books of account and were not material.

3) The Company has granted loan to a party listed in the Register maintained under Section 189 of the Act. The maximum outstanding at any time during the year was '' 511.04 Lakhs (PY: '' 511.04 Lakhs) and the amount outstanding as on 31st March 2018 is '' 461.93 Lakhs (PY: '' 511.04 Lakhs).

3.1 In our opinion, the terms and conditions on which the loan has been granted to the party listed in the Register maintained under Section 189 of the Act are not prejudicial to the interest of the Company.

3.2 The payment of the principal and the interest wherever applicable are regular.

3.3 There are no overdue amounts in respect of the loan granted to a party listed in the Register maintained under Section 189 of the Act.

4) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) The company is maintaining the accounts and records which have been specified by the Central Government under Section 148(1) of the Act.

7) Undisputed and disputed taxes and duties

7.1 The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess, Goods and Services Tax and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31st March 2018 for a period of more than six months from the date they became payable.

7.2 The disputed statutory dues aggregating to '' 3,143.42 Lakhs (PY: '' 2,945.81 Lakhs) that have not been deposited on account of matters pending before appropriate authorities are as under.

('' In lakhs)

Sl.

No

Name of the Statute

Forum where dispute is pending

As at 31-03-2018

As at 31-03-2017

1

Income Tax Act

Deputy Commissioner

313.72

75.23

Commissioner Appeal

672.59

761.76

High Court

796.05

432.85

Appellate Tribunal

615.19

858.89

2

Sales Tax

CST

Assistant Commissioner

-

258.80

Assistant/Deputy/Joint Commissioner Appeal

11.32

10.42

Tribunal Court

-

3.77

Entry Tax

Assistant/Deputy/Joint Commissioner Appeal

10.67

10.09

Sales Tax Act

Appellate Authority

72.45

72.45

VAT Act

Appellate Authority

-

-

Assistant/Deputy/Joint Commissioner Appeal

94.57

54.69

Tribunal Court

-

2.28

3

Central Excise Act and Cenvat Credit Rules

Appellate Authority

75.35

14.31

Commissioner Appeal

132.56

41.33

4

Electricity Act

High Court

348.95

348.95

Total

3,143.42

2,945.81

8) The Company has not defaulted in repayment of dues to Financial Institutions, Banks, Debenture holders or Government.

9) The Company did not raise any money by way of initial public offer or further public offer. The Company has raised term loans from Banks/Institutions during the year and the proceeds have been applied for the purposes for which they were raised. The Company has not issued any debentures during the year.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12) I n our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13) I n our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable Accounting Standards.

14) Based upon the audit procedures performed and the information and explanations given by the Management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.

15) Based upon the audit procedures performed and the information and explanations given by the Management, the Company has not entered into any non-cash transactions with Directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company.

16) I n our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Ramco Industries Limited (“the Company”) as of 31st March 2018 in conjunction with our audit of the Financial Statements of the Company for the year ended on 31st March 2018.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies

Act, 2013, to the extent applicable to an audit of internal financial controls and, both applicable to an audit of Internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of Management and Directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M/s. S.R.S.V. & Associates For M/s. Ramakrishna Raja and Co

Chartered Accountants Chartered Accountants

Firm Registration No. 015041S Firm Registration No. 005333S

G. CHELLA KRISHNA M.VIJAYAN

Partner Partner

Membership No. 210474 Membership No. 026972

Place: Chennai

Date : 24th May, 2018


Mar 31, 2017

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements drawn in accordance with the Indian Accounting Standards (“the Financial Statements”), of Ramco Industries Limited (“the Company”),which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss(including Other Comprehensive Income), Statement of Changes in Equity and the Cash Flow Statement for the year ended on 31 March 2017 and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of the Financial Statements that give a true and fair view of the financial position, financial performance(including Other Comprehensive Income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Financial Statements based on our audit.

We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the Financial Statements 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 and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Standalone Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards, of the state of affairs(financial position) of the Company as at 31 March 2017, its Profit(financial performance including Other Comprehensive Income), Changes in Equity and its Cash Flows for the year ended on 31 March 2017.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of 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 best of our knowledge and belief were necessary for the purposes of our audit.

b) I n our opinion, proper books of account as required by law have been 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, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the Directors as on 31 March 2017 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2017 from being appointed as a Director in terms of Section 164 (2) of the Act;

f) We have enclosed our separate report in “Annexure B” with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’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 the explanations given to us:

i. The details of the pending litigations and its impact on the financial statements have been disclosed in the Note No. 38.2.1 to 38.2.12 of the ‘Disclosures forming part of Standalone Ind AS financial statements’ for the year ended 31 March 2017.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. The Company has provided requisite disclosures in its Financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the Company.

“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the Financial Statements of the Company for the year ended 31 March 2017:

1) Fixed Assets

1.1 The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

1.2 The fixed assets were physically verified during the year by the Management in accordance with the regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed during such verification.

1.3 According to the information and explanations given to us, and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

2) Inventory

2.1 The Management has conducted the physical verification of inventory at reasonable intervals.

2.2 The discrepancies noticed on verification between the physical stocks and the book records were properly dealt with in the books of account and were not material.

3) The Company has granted loan to a party listed in the Register maintained under Section 189 of the Act. The maximum outstanding at any time during the year Rs.511.04 Lakhs (PY Rs.602.45 Lakhs) and the amount outstanding as on 31 March 2017 is Rs.511.04 Lakhs (PY Rs.468.80 Lakhs).

3.1 In our opinion, the terms and conditions on which the loan has been granted to the party listed in the Register maintained under Section 189 of the Act are not prejudicial to the interest of the Company.

3.2 The payment of the principal and the interest wherever applicable are regular.

3.3 There are no overdue amounts in respect of the loan granted to a party listed in the Register maintained under Section 189 of the Act.

4) I n our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) The Company is maintaining the accounts and records which have been specified by the Central Government under Section 148(1) of the Act.

7) Undisputed and disputed taxes and duties

7.1 The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

7.2 The disputed statutory dues aggregating to Rs.2945.81 lakhs (PY Rs.5171.61 Lakhs) that have not been deposited on account of matters pending before appropriate authorities are as under.

(Rs. In lakhs)

Sl

No.

Name of the Statute

Forum where dispute is pending

As on 31-03-17

As on 31-03-16

1

Income Tax Act

Deputy Commissioner

75.23

15.25

Commissioner Appeal

761.76

1684.59

High Court

432.85

2563.56

Appellate Tribunal

858.89

-

2

Sales Tax Act

CST Act

Appellate Authority

3.34

CST Act - Asst. Commissioner

258.80

-

Assistant/Deputy/Joint Commissioner Appeal

10.42

10.42

Tribunal Court

3.77

18.45

High Court

-

311.61

Entry Tax Act

Assistant/Deputy/Joint Commissioner Appeal

10.09

9.95

Sales Tax Act

Appellate Authority

72.45

72.45

VAT Act

Appellate Authority

-

1.01

Assistant/Deputy/Joint Commissioner Appeal

54.69

24.38

Tribunal Court

2.28

50.32

3

Central Excise Act and Cenvat Credit Rules

Appellate Authority

55.63

57.33

4

Electricity Act

High Court

348.95

348.95

Total

2,945.81

5,171.61

8) The Company has not defaulted in repayment of dues to Financial Institutions, Banks, Debenture holders or Government.

9) The Company did not raise any money by way of initial public offer or further public offer during the year. The Company has raised term loans from Banks / Institutions during the year and the proceeds have been applied for the purposes for which they were raised. The Company has not issued any debentures during the year.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable Accounting Standards.

14) Based upon the audit procedures performed and the information and explanations given by the Management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.

15) Based upon the audit procedures performed and the information and explanations given by the Management, the Company has not entered into any non-cash transactions with Directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company.

16) I n our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xv'') of the Order are not applicable to the Company.

For M/s.M.S. JAGANNATHAN & For M/s.CNGSN & ASSOCIATES LLP

N. KRISHNASWAMI Chartered Accountants

Chartered Accountants Firm’s Registration No.: 004915S

Firm’s Registration No.: 001208S LLP Registration No. S200036

K.SRINIVASAN C.N.GANGADARAN

Partner Partner

Membership No.: 021510 Membership No.: 011205

Place: Chennai

Date : 30th May, 2017


Mar 31, 2016

We have audited the accompanying standalone financial statements of Ramco Industries Limited (“the Company”),which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

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 and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, its Profit and its Cash flows for the year ended on that date.

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 ofsub-section (11) of section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of 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 best of 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 the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164(2) of the Act.

f) We have enclosed our separate report in “Annexure B” With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’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 the explanations given to us:

i. The details of the pending litigations and its impact on the financial statements have been disclosed in the Note No. 25.1.11 to 25.1.VI of the ‘Disclosures forming part of Standalone Financial Statements’ for the year ended 31 March 2016.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

Referred to in paragraph 1 under the heading ‘Report on Other Legal a Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended 31 March 2016:

1) Fixed Assets

1.1 The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

1.2 The fixed assets were physically verified during the year by the Management in accordance with the regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed during such verification.

1.3 According to the information and explanations given to us, and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

2) Inventory

2.1 Management has conducted the physical verification of inventory at reasonable intervals.

2.2 The discrepancies noticed on verification between the physical stocks and the book records were properly dealt with in the books of account and were not material.

3) The Company has granted loan to a party listed in the Register maintained under section 189 of the Act. The maximum outstanding at any time during the year Rs, 602.45 lakhs (PY Rs, 631.31 lakhs) and the amount outstanding as on 31 March 2016 is Rs, 461.79 lakh (PY Rs, 602.45 lakhs).

3.1 In our opinion, the terms and conditions on which the loan has been granted to the party listed in the register maintained under Section 189 of the Act are not prejudicial to the interest of the Company.

3.2 The payment of the principal and the interest wherever applicable are regular.

3.3 There are no overdue amounts in respect of the loan granted to a party listed in the register maintained under section 189 of the Act.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Act, in respect of loans, investments, guarantees and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) The company is maintaining the accounts and records which have been specified by the Central Government under Section 148(1) of the Act.

7) Undisputed and Disputed taxes and duties

7.1 The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

7.2 The Disputed statutory dues aggregating to Rs, 5171.61 lakhs (PY Rs, 3843.38 lakhs) that have not been deposited on account of matters pending before appropriate authorities are as under.

(Rs, In lakhs)

Sl

No.

Name of the Statute

Forum where dispute is pending

As on

31-03-16

As on 31-03-15

1

Income Tax Act

Deputy Commissioner

15.25

15.25

Commissioner Appeal

1684.59

2712.83

High Court

2563.56

399.06

2

Sales Tax Act

CST Act

Appellate Authority

3.33

0.69

Assistant/Deputy/Joint Commissioner Appeal

10.42

110.66

Tribunal Court

18.45

18.45

High Court

311.61

Entry Tax Act

Assistant/Deputy/Joint Commissioner Appeal

9.95

9.41

Sales Tax Act

Appellate Authority

72.45

72.45

VAT Act

Appellate Authority

1.01

1.71

Assistant/Deputy/Joint Commissioner Appeal

24.38

24.38

Tribunal Court

50.32

50.32

3

Central Excise Act and Cenvat Credit Rules

Appellate Authority

57.33

65.28

4

Electricity Act

High Court

348.95

362.89

Total

5171.61

3843.38

8) The Company has not defaulted in repayment of dues to Financial Institutions or Banks. The Company has neither taken loans from the Government nor has issued any debentures during the year.

9) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). The Company has raised term loans during the year and these have been applied for the purposes for which they were raised.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

12) I n our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13) I n our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.

15) Based upon the audit procedures performed and the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company.

16) I n our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Ramco Industries Limited(“The Company”) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M/s M.S. JAGANNATHAN & N. KRISHNASWAMI For M/s. CNGSN & ASSOCIATES LLP

Chartered Accountants Chartered Accountants

Firm’s Registration No.: 001208S Firm’s Registration No.: 004915S

LLP Registration on No. S200036

K.SRINIVASAN C.N.GANGADARAN

Partner Partner

Membership No.: 021510 Membership No.: 011205

Place : Chennai Date : 20th May, 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of Ramco Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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 and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its Profit and its Cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

2.2. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

2.3. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

2.4. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

2.5. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

2.6. With respect to the other matters to be included in the Auditor''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 the explanations given to us:

2.6.1. The details of the pending litigations and its impact on the Financial statements have been disclosed in the Note No.25.1.II to 25.1.VII and Note No.25.6

2.6.2. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE TO THE AUDITORS''REPORT

Annexure referred to item no. 1 of paragraph ''Report on Other Legal and Regulatory Requirements''.

In our opinion and to the best of knowledge and belief and as per the information and explanation given to us and on the basis of books and records examined by us in the normal course of audit, we report that:

1. Fixed Assets

1.1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

1.2. The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

2. Inventories

2.1. Management has conducted physical verification of its inventory at reasonable intervals.

2.2. The procedure for physical verification of inventory followed by the management is reasonable and is adequate in relation to the size of the company and the nature of its business.

2.3. On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans and Advances

3.1. The Company has granted loan to a party listed in the Register maintained under Section 189 of the Companies Act, 2013. The maximum outstanding at any time during the year Rs. 631.31 lakhs (PY Rs. 663.89 lakhs) and the amount outstanding as on 31-Mar-15 is Rs. 602.45 lakhs (PY Rs. 631.33 lakhs).

3.2. The payment of the Principal amounts and the Interest wherever applicable are regular.

4. There are no overdue amounts in respect of the loans granted to the parties listed in the Register maintained under Section 189 of the Act. There are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

5. The company has not accepted any deposits within the meaning of Companies (Acceptance of Deposits) Rules 2014, from the public during the year. The Deposits accepted by the Company before the commencement of the Companies Act 2013 have been repaid as per the provisions of Section 74 of the Act. No order has been passed by the Company Law Board or the National Company Law Tribunal or by any court or by any other Tribunal against the Company.

6. The Company is maintaining the accounts and records which have been specified by the Central Government under of Section 148(1) of the Companies Act, 2013.

7. Undisputed and disputed taxes and duties

7.1. The company is regular in depositing undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee''s state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they become payable.

7.2. The Disputed Statutory dues aggregating to Rs. 3843.38 Lakhs (P.Y Rs. 2000.44 Lakhs) that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl Amount

Name of the Statute Forum where dispute is pending No. (Rs. In lakhs)

1 Income Tax Act Deputy Commissioner 15.25

Commissioner Appeal 2712.83

High Court 399.06

2 CST Act Appellate Authority 0.69

Assistant/Deputy/Joint Commissioner Appeal 110.66

Tribunal Court 18.45

3 Entry Tax Act Assistant/Deputy/Joint Commissioner Appeal 9.41

4 Sales Tax Act Appellate Authority 72.45

5 VAT Act Appellate Authority 1.71

Assistant/Deputy/Joint Commissioner Appeal 24.38

Tribunal Court 50.32

6 Central Excise Act and Cenvat Credit Rules Appellate Authority 65.28

7 Electricity Act High Court 362.89

Total 3843.38

7.3. The amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year and in the immediately preceding financial year.

9. The Company has not defaulted in repayment of dues to financial institutions or banks and the Company has not issued any debenture during the year.

9.1. Based on the information and explanation given to us, the terms and conditions of the guarantee given by the Company to others {[Ramco Systems Limited – Guarantee given Rs. 3550.00 Lakhs (P.Y Rs. 6550.00 Lakhs) - Loans outstanding Rs. 440.27 lakhs (P.Y Rs. 4260.42 Lakhs)], [Sri Harini Textiles Limited – Guarantee given Rs. 3629.00 Lakhs (PY Rs. 3629.00 lakhs), Loans outstanding Rs. 1747.25 lakhs (P.Y. Rs. 2233.61 Lakhs)]} to secure loans availed from banks by the respective Companies, are not prejudicial to the interest of the Company.

9.2. The Company has raised Term loans during the year and these have been applied for the purposes for which they were raised.

9.3. No material fraud on or by the Company has been noticed or reported during the course of audit.

For M/s M.S. JAGANNATHAN & N. KRISHNASWAMI For M/s. CNGSN & ASSOCIATES LLP Chartered Accountants Chartered Accountants

Firm''s Registration No.: 001208S Firm''s Registration No.: 004915S



K.SRINIVASAN C.N.GANGADARAN

Partner Partner

Membership No.: 021510 Membership No.: 011205



Place : Chennai

Date : 29th May, 2015


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fi nancial statements of M/s. Ramco Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of interna control relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from materia misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the fi nancial statements The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fi nancial statement whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the fi nancial statements give the nformation required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) In the case of the Profi t and Loss Account, of the profi t for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash fl ows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that

2.1. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

2.2. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examina tion of those books;

2.3. the Balance Sheet, Statement of Profi t and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

2.4. in our opinion, the Balance Sheet, Statement of Profi t and Loss, and Cash Flow Statement comply with the Accounting Stand ards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

2.5. on the basis of written representations received from the Directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors are disqualifi ed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section(1) of Section 274 of the Companies Act, 1956

ANNEXURE TO THE AUDITORS'' REPORT

Annexure referred to in item no. 1 of paragraph ''Report on Other Legal and Regulatory Requirements''

In our opinion and to the best of our knowledge and belief as per the information and explanation given to us and on the basis of the books and records examined by us in the normal course of audit, we report that:

1. Fixed assets

1.1. The company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets

1.2. The management at reasonable intervals has physically verifi ed the fi xed assets of the company and no materia discrepancies were noticed on such verifi cation

1.3. The fi xed assets disposed during the year were not substantial and therefore, do not affect the going concern assumption

2. Inventories

2.1. The management has conducted physical verifi cation at reasonable intervals in respect of its inventory

2.2. The procedure for physical verifi cation of inventory followed by the management is reasonable and is adequate in relation to the size of the company and the nature of its business

2.3. The company is maintaining proper records of inventory. The discrepancies noticed on verifi cation between the physica stocks and the book records were not material

3. Loans and advances

3.1. The company has granted loan to one party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum outstanding at any time during the year was Rs.738.49 lacs (PY Rs.835.48 lacs) and the amount outstanding as on 31-Mar-2013 was Rs. 663.86 lacs (PY Rs.738.45 lacs)

3.2. The rate of interest and other terms and conditions of loans given by the company referred to paragraph 3.1 above are not, prima facie, prejudicial to the interest of the company

3.3. The payment of the principal amounts and the interest wherever applicable are regular.

3.4. There is no overdue amount with respect to above loans

3.5. The company has taken loans aggregating to Rs.383.52 lacs (PY Rs.274.35 lacs) from 2 parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum outstanding at any time during the year was Rs.192.87 lacs (PY Rs.99.92 lacs) and the outstanding as on 31-Mar-2013 was Rs.78.93 lacs (PY Rs.21.43 lacs)

3.6. The rate of interest and other terms and conditions of loan taken by the company are not, prima facie, prejudicial to the interest of the company

3.7. The loans given/taken by the company are repayable on demand and have been received/paid on demand

4. The company has an internal control system which is adequate and is commensurate with the size of the Company and nature of its business for the purchase of inventory and fi xed assets and for the sale of goods and services. There are no major weaknesses in internal controls system

5. Section 301 contracts

5.1. Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section

5.2. These transactions exceeding value of Rs. 5 lacs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

6. The company has accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, whereever applicable have been complied with

7. The company has an internal audit system commensurate with its size and nature of its business

8. The cost accounts and the records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 have been made and maintained

9. Statutory dues

9.1. The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities

9.2. The disputed statutory dues aggregating to Rs 2927.84 lacs (PY Rs. 2188.90 lacs) that have not been deposited on account of matters pending before appropriate authorities are as under

Sl No.Name of the statute Forum where dispute is pending Amount (Rs. in Lacs)

1 Sales Tax Act High Court 35.88

2 Excise and Service Tax CESTAT 11.06

3 Income Tax CIT (Appeals) 2,880.90

Total 2,927.84

10. The company does not have any accumulated losses at the end of the fi nancial year and has not incurred any cash losses during the fi nancial year covered by our audit or in the immediately preceeding fi nancial year.

11. The company has not defaulted in repayment of dues to fi nancial institutions, banks or debentures holders

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities

13. The company is not a chit fund or a nidhi/mutual benefi t fund/society Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company

14. The company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company

15. Based on information and explanations given to us, the terms and conditions of the guarantee given by the Company to re- ated parties ([Ramco Systems Limited - Guarantee given Rs. 6550 lacs (PY Rs.5500 lacs); Loans outstanding Rs.4185.22 lacs (PY Rs.4433.81 lacs)]; [Sri Harini Texiles Limited - Guarantee given Rs.3629 lacs (PY Rs.3629 lacs); Loans outstanding Rs.2424.50 acs (PY Rs.2538.79 lacs)], [Deccan Renewal Wind Electrics Limited/Axis Wind Energy Limited - Guarantee given Rs.770 lacs (PY Rs.770 lacs); Loans outstanding Rs.761 lacs (PY Rs.761 lacs)]; to secure loans availed from banks by the respective companies, are not prejudicial to the interests of the Company

16. The Company has raised term loans during the year and these have been applied for the purposes for which they were raised

17. The funds raised on short-term basis have not been used for long-term investment

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956

19. The company has no outstanding amount under Debentures that require creation of security/charge

20. The company has not raised any money by way of public issues during the year.

21. No material fraud on or by the company has been noticed or reported during the year.

For M/s. M.S. JAGANNATHAN & N. KRISHNASWAMI For M/s. CNGSN & ASSOCIATES

Chartered Accountants Chartered Accountants

Firm Registration No.: 001208S Firm Registration No.: 004915S

P. SANTHANAM C.N. GANGADARAN

Partner Partner

Membership No.: 018697 Membership No.: 011205

Place: Chenna

Date : 30.05.2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Ramco Industries Limited, Rajapalayam as at 31st March, 2012 and the Profit and Loss account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we have annexed hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above, We report that:

a. We have obtained ail the information and explanations, which to the best of 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 the Company so far as appears from our examination of those books;

c. The Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. As per representation made by the Company and its Directors, no Director is disqualified from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, they said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

i. in so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii. in so far it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date;

iii. and in so far it relates to the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

With reference to paragraph 3 of our report to the shareholders of Ramco Industries Limited of even date, in our opinion and to the best of our knowledge and belief and as per the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that:

i. a The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification, c The Company has not disposed of substantial part of fixed assets during the year and the going concern status of the company is not affected.

ii. a The management has conducted physical verification at reasonable intervals in respect of its inventory.

b The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business, c The Company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and the books records were not material.

iii. a The Company has granted loan to one party listed in the register maintained under section 301 of the Companies Act, 1956.(maximum amount outstanding at any time during the year is Rs 835.48 lacs; outstanding as on 31st March, 2012 is Rs 738.45 lacs)

b The rate of interest and other terms and conditions of the loans given by the Company are not prima facie, prejudicial to the interest of the Company, c The payment of the principal amount and interest wherever applicable are regular, d There are no overdue amounts with respect to above loans.

e The Company has taken loans from two parties aggregating to f 274.35 lacs (maximum amount outstanding at any time during the year Rs 99.92 lacs; outstanding as on 31s' March, 2012 Rs21.43 lacs) from parties listed in the register maintained under section 301 of the Companies Act, 1956.

f The rate of interest and other terms and conditions of the loans taken by the Company are not prima facie, prejudicial to the interest of the Company.

g The loans given/taken by the Company are repayable on demand and have been received / paid on demand.

iv. The Company has an internal control system which is adequate and is commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There are no major weaknesses in internal control system.

v. a Particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been so entered in the register maintained for such purpose.

b These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under where applicable have been complied with.

vii. The Company has an internal audit system commensurate with its size and nature of its business.

viii. The Central Government has prescribed maintenance of cost records under clause (a) of sub-section (1) of section 209 of the Companies Act, 1956 for Textile Industry and the said records are maintained by the company for its Textile Division.

ix. a The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities, b The disputed statutory dues aggregating to Rs 2,188.90 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

SI. No. Name of the statute Forum where dispute is pending Amount (Rs.In lacs)

1 Sales-tax Act High Court 9.90

2 Income Tax CIT (Appeals) 2,179.00

x. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi. The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a nidhi / mutual benefit fund or society. Therefore clause 4(xiii) is not applicable to the company.

xiv. The Company is not dealing or trading in shares or securities, debentures and other investments. Therefore clause 4(xiv) is not applicable to the Company.

xv. Based on information and explanations given to us, the terms and conditions of the guarantee given by the Company to parties consisting of related parties ([Ramco Systems Limited - Guarantee given X 5,500 lacs; Loans outstanding X 4,433.81 lacs]; [Sri Harini Textiles Limited - Guarantee given X 3,629 lacs; Loans outstanding X 2,538.79 lacs], [Deccan Renewable Wind Electrics Limited / Axis Wind Energy Limited - Guarantee given X 770 lacs ; Loans outstanding X 761 lacs]; to secure loans availed from banks by the respective companies are not prejudicial to the interests of Ramco Industries Limited.

xvi. The new term loans during the year were applied for the purposes for which these were raised.

xvii. The funds raised on short term basis have not been used for long term investment during the year.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures.

xx. The Company has not raised any money by way of public issues during the year.

xxi. No fraud on or by the Company has been reported or noticed during the year.

For M.S. JAGANNATHAN & N. KRISHNASWAMI For CNGSN & ASSOCIATES

Chartered Accountants Chartered Accountants

FRN: 001208S FRN: 004915S

P.SANTHANAM C.N. GANGADARAN

Partner Partner

Membership No.018697 Membership No.011205

Place : Chennai

Date : 24.05.2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Ramco Industries Limited, Rajapalayam as at 31st March, 2011 and the Profit and Loss account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we have annexed hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above, We report that:

a. We have obtained all the information and explanations, which to the best of 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 the Company so far as appears from our examination of those books;

c. The Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. As per representation made by the Company and its Directors, no Director is disqualified from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

i. in so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

ii. in so far it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date;

iii. and in so far it relates to the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

With reference to paragraph 3 of our report to the shareholders of Ramco Industries Limited of even date, in our opinion and to the best of our knowledge and belief and as per the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that:

i. a The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b The management at reasonable intervals has physically verified the fixed assets of the company and no material discrepancies were noticed on such verification.

c The Company has not disposed of substantial part of fixed assets during the year and the going concern status of the company is not affected.

ii. a The management has conducted physical verification at reasonable intervals in respect of its inventory.

b The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

c The Company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and the books records were not material.

iii. a The Company has not granted any loans to any party listed in the register maintained under section 301 of the Companies act, 1956.

b The rate of interest and other terms and conditions of the loans given by the Company are not prima facie, prejudicial to the interest of the Company.

c The payment of the principal amount and interest wherever applicable are regular.

d There are no overdue amounts with respect to above loans.

e The Company has taken loans from two parties aggregating to Rs.4.15 crores (maximum amount outstanding at any time during the year Rs.1.42 Crores; outstanding as on 31st March, 2011 Rs.1 Crore) from parties listed in the register maintained under section 301 of the companies act, 1956.

f The rate of interest and other terms and conditions of the loans taken by the Company are not prima facie, prejudicial to

the interest of the Company.

g The loans given/taken by the Company are repayable on demand and have been received / paid on demand.

iv. The company has an internal control system which is adequate and is commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There are no major weaknesses in internal control system.

v. a Particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been so entered in the register maintained for such purpose.

b These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The company has accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under where applicable have been complied with.

vii. The Company has an internal audit system commensurate with its size and nature of its business.

viii. The Central Government has prescribed maintenance of cost records under clause (a) of sub-section (1) of section 209 of the Companies Act, 1956 for Textile Industry and the said records are maintained by the company for its Textile Division.

ix. a The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

b The disputed statutory dues aggregating to Rs. 22.68 crores that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. No. Name of the statute Forum where dispute is pending Amount (Rs. In crores)

1 Sales-tax Act High Court 0.89

2 Income Tax CIT (Appeals) 21.79

x. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi. The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a nidhi / mutual benefit fund or society. Therefore clause 4(xiii) is not applicable to the company.

xiv. The Company is not dealing or trading in shares or securities, debentures and other investments. Therefore clause 4(xiv) is not applicable to the Company.

xv. The terms and conditions of the guarantee given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the Company.

xvi. The new term loans during the year were applied for the purposes for which these were raised.

xvii. The funds raised on short term basis have not been used for long term investment during the year.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures.

xx. The Company has not raised any money by way of public issues during the year.

xxi. No fraud on or by the Company has been reported or noticed during the year.

For M.S. Jagannathan & N. Krishnaswami For CNGSN & Associates Chartered Accountants Chartered Accountants FRN: 001208S FRN: 004915S K. Srinivasan C.N. Gangadaran Partner Partner Membership No.21510 Membership No.11205

Place : Chennai Date : May 25, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Ramco Industries Limited, Rajapalayam as at 31st March, 2010 and the Profit and Loss account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we have annexed hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above, We report that:

a. We have obtained all the information and explanations, which to the best of 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 the Company so far as appears from our examination of those books;

c. The Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e. As per representation made by the Company and its Directors, no Director is disqualified from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

i. in so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

ii. in so far it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date;

iii. and in so far it relates to the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

With reference to paragraph 3 of our report to the shareholders of Ramco Industries Limited of even date, in our opinion and to the best of our knowledge and belief and as per the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that:

i. a The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b The management at reasonable intervals has physically verified the fixed assets of the Company and no material discrepancies were noticed on such verification.

c The Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

ii. a The management has conducted physical verification at reasonable intervals in respect of its inventory.

b The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

c The Company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and the books records were not material.

iii. a The Company has granted loans aggregating to Rs.12.70 crores (maximum outstanding at any time during the year Rs.12.70 crores, outstanding as on 31st March, 2010 - Rs.8.45 crores) to parties (3 parties) listed in the register maintained under Section 301 of the Companies Act, 1956.

b The rate of interest and other terms and conditions of the loans given by the Company are not prima facie, prejudicial to the interest of the Company.

c The payment of the principal amount and interest wherever applicable are regular.

d There are no overdue amounts with respect to above loans.

e The Company has taken loans from two parties aggregating to Rs.3.06 crores (maximum amount outstanding at any time during the year Rs.1.73 Crores; outstanding as on 31st March, 2010 Rs.0.86 Crores) from parties listed in the register maintained under Section 301 of the Companies Act, 1956.

f The rate of interest and other terms and conditions of the loans taken by the Company are not prima facie, prejudicial to the interest of the Company.

g The loans given/taken by the Company are repayable on demand and have been received / paid on demand.

iv. The Company has an internal control system which is adequate and is commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There are no major weaknesses in internal controls system.

v. a Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register maintained for such purpose.

b These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has accepted deposits from the public and the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under where applicable have been complied with.

vii. The Company has an internal audit system commensurate with its size and nature of its business.

viii. The Central Government has not prescribed maintenance of cost records under clause (a) of sub-section (1) of Section 209 of the Companies Act, 1956.

ix. a The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

b The disputed statutory dues aggregating to Rs. 0.89 crores that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. No. Name of the statute Forum where dispute is pending Amount (Rs. In crores)

1 Sales-tax Act High Court 0.89

x. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi. The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a nidhi / mutual benefit fund or society. Therefore clause 4(xiii) is not applicable to the Company.

xiv. The Company is not dealing or trading in shares or securities, debentures and other investments. Therefore clause 4(xiv) is not applicable to the Company.

xv. The terms and conditions of the guarantee given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the Company.

xvi. The new term loans during the year were applied for the purposes for which these were raised.

xvii. The funds raised on short-term basis have not been used for long-term investment during the year.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures.

xx. The Company has not raised any money by way of public issues during the year.

xxi. No fraud on or by the Company has been reported or noticed during the year.

For M.S. Jagannathan & N. Krishnaswami For CNGSN & Associates

Chartered Accountants Chartered Accountants

FRN: 001208S FRN: 004915S

K. Srinivasan C.N.Gangadaran

Partner Partner

Membership No. 21510 Membership No. 11205

Chennai May 24, 2010

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