We have audited the attached Balance Sheet of RSWM Limited as at March
31, 2012, and also the Statement of Profit and Loss and the Cash Flow
Statement for the year ended on that date annexed thereto. 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.
We conducted our audit in accordance with generally accepted Auditing
Standards 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 misstatement. 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
As required by the Companies (Auditor''s 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 enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Further to our comments in the Annexure referred to above, we report
i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
ii) 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
iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
iv) In our opinion, the Balance Sheet, Statement of Profit and
Loss 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.
v) On the basis of written representations received from the Directors,
as on March 31, 2012, and taken on record by the Board of Directors, we
report that none of the Directors is disqualified as on March 31, 2012
from being appointed as a Director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956.
In our opinion and to the best of our information and according to the
explanations given to us, the said accounts read together with notes
with respect to change in accounting policy (mentioned under Note no 47
in the Financial Statements) and other notes thereon give the
information required by the Companies Act, 1956, in the manner so
required and give a true and fair view in conformity with the generally
accepted Accounting Principles in India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012,
b) In the case of the Statement of Profit and Loss, for the year ended
on that date; and
c) In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
Annexure to the Auditors Report
Annexure referred to in paragraph 3 of our report of even date to the
Shareholders of RSWM Limited on accounts for the year ended March 31,
i) a) The Fixed Assets registers showing full particulars including
quantitative details and situation of the assets are being maintained
at respective units, up-dation of which are under completion.
b) The Fixed Assets are physically verified by the Management in a
phased programme designed to cover all the assets over a period of
three years, which in our opinion, is reasonable having regards to the
size of the Company and the nature of its assets. Pursuant to the said
programme, a portion of Fixed Assets has been physically verified by
the Management during the year and no serious discrepancies were
noticed on such verification between the book records and physical
inventory, which have been properly dealt with in the books of
c) The Company has not sold any substantial part of Plant and Machinery
during the year.
ii) a) The inventories have been physically verified during the year
by the Management. In our opinion, the frequency of verification is
b) In our opinion, and according to information and explanation given
to us, the procedure of physical verification of inventory followed by
the Management is reasonable and adequate in relation to the size of
the Company and the nature of its business.
c) The Company is maintaining proper records of inventory and the
discrepancies noticed on physical verification have been dealt
adequately in the books of accounts.
iii) a) The Company has granted unsecured loan to a subsidiary
covered in the register maintained under Section 301 of the Companies
Act, 1956. The amount outstanding at the end of the year is Rs. 1,200
Lacs and the maximum amount outstanding during the year was Rs. 1,200
b) The payment of interest on such loans is regular, wherever
applicable. The payments of principal amount are also regular, wherever
demanded during the year.
c) There is no overdue amount outstanding as at the Balance Sheet date.
d) The Company had not taken any loan from any party covered in the
register maintained under Section 301 of the Companies Act, 1956.
iv) On the basis of selective checks carried out during the course of
audit and explanations given to us, adequate internal control systems
commensurate with the size of the Company and nature of its business,
for purchase of inventory and Fixed Assets and for sale of goods and
services have been devised by the Management and is being generally
followed. Further, on the basis of our examination of the books and
records of the Company, and according to information and explanations
given to us, we have neither come across nor have been informed of any
continuing failure to correct major weakness in the aforesaid internal
v) a) On the basis of our examination and as per information given to
us all the contracts or arrangements are needed to be entered into the
register maintained in pursuance of Section 301 of the Companies Act,
1956, have been recorded in the register.
b) On the basis of our examination and as per information and
explanation given by the Management, the price of the goods and
materials purchased / of sale of goods, materials and services made
pursuant to contracts entered in register maintained under Section 301
of the Companies Act, 1956, in respect of each party is reasonable
having regard to the prevailing market price at the relevant time.
vi) We are explained that during the year the Company has not accepted
deposits from public to which the provisions of Section 58A of the
Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975
vii) In our opinion, the Company has an Internal Audit System
commensurate with its size and nature of its business.
viii) We have broadly reviewed the records including the books of
accounts made and maintained by the Company pursuant to the rules made
by the Central Government for maintenance of cost records under Section
209 (1) (d) of the Companies Act, 1956, and are of the opinion that
prima-facie the prescribed accounts and records have been made and
ix) a) According to the information and explanation given to us
and the records examined by us, the Company has generally been regular
in depositing undisputed statutory dues including Provident Fund,
Investor Education and Protection Fund, Employee''s State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and any other statutory dues with the appropriate
authorities. Further, there were no undisputed arrears of statutory
dues outstanding as at March 31, 2012, for a period of more than six
months from the date they became payable.
b) According to the records of the Company and information given to us,
the particulars of statutory dues of the Sales Tax, Income Tax, Customs
Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on
account of disputes and the forum where the dispute is pending are
(Rs. in Lacs)
As at As at
March 31, March 31,
No. Particulars 2011 2011
1 EXCISE DUTY
CESTAT, New Delhi 8.51 8.51
2 SERVICE TAX
A) CESTAT, New Delhi 204.21 183.75
B) Commissioner (Appeals),
Jaipur 37.94 15.30
Appellate Tribunal, Mumbai 17.25 17.25
Rajasthan High Court, Single
Bench, Jaipur 0 167.90
5 Entry Tax
Rajasthan High Court,
Double Bench, Jodhpur 985.54 687.11
Total 1,253.45 872.26
x) There are no accumulated losses in the Company as on March 31, 2012.
Further, the Company has not incurred cash losses during the financial
year covered by our audit.
xi) Based on our examination of books and records of the Company and on
the basis of information and explanation given by the Management, the
Company has been regular in repayment of its dues to the financial
institutions or banks, except in case of disputed amounts of interest
due to Bank of Maharashtra. (Refer Note no. 35 in Financial
xii) On the basis of examination of records of the Company and
information and explanation given to us, the Company has not granted
any loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or nidhi / mutual
benefit fund / society. Therefore, the provisions of clauses 4 (xiii)
of the Companies (Auditor''s Report) Order, 2003 are not applicable to
xiv) On the basis of examination of books and records of the Company
and information and explanation given by the Management, the Company is
not dealing or trading in shares, securities, debentures and other
xv) As per information and explanation given by the Management, the
terms and conditions on which the Company has given guarantee for loans
taken by others from banks or financial institutions are prima-facie
not prejudicial to the interest of the Company.
xvi) As per information and explanation given by the Management, the
term loans have been applied for the purposes they were raised.
xvii) According to the information and explanation given to us and on
an overall examination of the Cash Flow Statement of the Company for
the year, we report that no funds raised on short-term basis have been
used for long term investment.
xviii) The Company has not made any preferential allotment of shares to
parties or Companies covered in the register maintained under Section
301 of the Companies Act, 1956.
xix) The Company has not issued any debentures whether secured or
unsecured during the year.
xx) The Company has not raised any money through public issue during
the year covered by our report.
xxi) As per the information and explanation given to us, no fraud by
the Company has been noticed or reported during the year covered by our
For S. Bhargava Associates For A. L. Chechani & Co.
Chartered Accountants Chartered Accountants
Firm Reg. No.: 003191C Firm Reg. No.: 005341C
per Sunil Bhargava per Sunil Surana
Membership No.: 70964 Membership No.: 36093
Dated: May 4, 2012