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The Ramco Cements Ltd.

BSE: 500260 Sector: Industrials
NSE: RAMCOCEM ISIN Code: INE331A01037
BSE 00:00 | 24 Apr 2020 The Ramco Cements Ltd
NSE 05:30 | 01 Jan 1970 The Ramco Cements Ltd

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OPEN 563.00
PREVIOUS CLOSE 567.45
VOLUME 19840
52-Week high 883.30
52-Week low 456.50
P/E 20.44
Mkt Cap.(Rs cr) 12,682
Buy Price 534.00
Buy Qty 20.00
Sell Price 541.95
Sell Qty 1.00
OPEN 563.00
CLOSE 567.45
VOLUME 19840
52-Week high 883.30
52-Week low 456.50
P/E 20.44
Mkt Cap.(Rs cr) 12,682
Buy Price 534.00
Buy Qty 20.00
Sell Price 541.95
Sell Qty 1.00

The Ramco Cements Ltd. (RAMCOCEM) - Auditors Report


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Company auditors report

To the Members of

The Ramco Cements Limited

Report on the Separate Financial Statements

We have audited the accompanying Separate financial statements drawn in accordance withthe Indian Accounting Standards ("the Financial Statements") of The RamcoCements Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Cash Flow and Statement of Changes in Equity for the year ended on 31stMarch 2018 and a summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Separate Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of the Financial Statements that give a true and fair view of thefinancial position Financial Performance (including Other Comprehensive Income) Changesin Equity and Cash Flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accounting recordsrelevant to the preparation and presentation of the Financial Statements that give a trueand 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 basedon our audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made thereunder. We conducted our audit of theSeparate Financial Statements in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe Separate Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Separate Financial Statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe Separate Financial Statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Separate Financial Statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the Separate Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 explanationsgiven to us the aforesaid Separate ‘Financial Statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Indian AccountingStandards of the state of affairs (financial position) of the Company as at 31stMarch 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 Separate Financial Statements includes financial performance of a foreign branchwhich reflects total assets of Rs.9.07 Crores total revenue of Rs.43.01 Crores and netcash inflow amounting to Rs.1.14 Crores for the year ended on 31st March 2018which was audited by Independent Auditors in accordance with the regulations of thatcountry and whose report has been furnished to us and has been considered in the SeparateFinancial Statements solely based on such Audited Financial Statements. Our opinion is notmodified in respect of this matter. We draw attention to Note 47.2.6 of the Disclosuresforming part of the Separate Financial Statements relating to the Order of the CompetitionCommission of India (CCI) dated 31-08-2016 imposing a penalty of Rs.258.63 Crores on theCompany for alleged cartelisation. The CCI order is pursuant to the directions issued bythe Competition Appellate Tribunal (COMPAT) vide its Order dated 11-12-2015 setting asidethe original CCI order dated 20-06-2012 and remitting the matter to CCI for freshadjudication of the issue. Upon appeal filed before the Competition Appellate Tribunal(COMPAT) the order of the CCI has been stayed on condition that the company deposits 10%of the penalty amounting to Rs.25.86 Crores. In compliance of the order of COMPAT thecompany has deposited Rs.25.86 Crores and the said deposit is classified under "BankBalances other than Cash and Cash Equivalents". By virtue of Section 185(4) of theFinance Act 2017 the appeals pending with COMPAT were transferred to National Company LawAppellate Tribunal by the Government. The arguments were completed. The Company believesthat it has a good case and hence no provision is made. Our opinion is not modified inrespect of this matter.

The comparative financial information of the Company for the year ended March 312017are based on the previously issued statutory financial statements jointly audited by M.S.Jagannathan & N. Krishnaswami Chartered Accountants and CNGSN & Associates LLPChartered Accountants the predecessor auditors whose report for the year ended March312017 dated 30-05-2017 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 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 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 bestof our knowledge and belief were necessary for the purposes of our audit.

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

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

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

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

f) We have enclosed our separate report in "Annexure B" with respect to theadequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls. Our report expresses an unmodified opinionon the adequacy and operating effectiveness of the Company's internal financial controlsover financial reporting.

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

i. The details of the pending litigations and its impact on the Financial Statementshave been disclosed in Note No 47.2.1 to 47.2.20 of the ‘Disclosures forming part ofSeparate Financial Statements' for the year ended 31st March 2018.

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

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

For SRSV & ASSOCIATES For RAMAKRISHNA RAJA AND CO
Chartered Accountants Chartered Accountants
Firm Registration Number: 015041S Firm Registration Number: 005333S
P.SANTHANAM M.VIJAYAN
Partner Partner
Membership Number: 018697 Membership Number: 026972
Chennai
23-05-2018

"ANNEXURE A" TO THE INDEPENDENT AUDITORS' REPORT

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

1) Fixed Assets

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

1.2 The fixed assets were physically verified during the year by the Management inaccordance with the regular programme of verification which in our opinion provides forphysical verification of all fixed assets at reasonable intervals. According to theinformation and explanations given to us no material discrepancies were noticed duringsuch verification.

1.3 According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

2) Inventory

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

2.2 The discrepancies noticed on verification between the physical stocks and the bookrecords 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 underSection 189 of the Act. The maximum outstanding at any time during the year was Rs.33.59Crores (PY: Rs.36.37 Crores) and the amount outstanding as on 31st March 2018is Rs.27.83 Crores (PY: Rs.31.42 Crores).

3.1 In our opinion the terms and conditions on which the loan has been granted to theparty listed in the Register maintained under Section 189 of the Act are not prejudicialto 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 inthe Register maintained under Section 189 of the Act.

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

5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.

6) The company is maintaining the accounts and records which have been specified by theCentral 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 ProvidentFund Employees State Insurance Income-Tax Sales tax Service Tax Duty of Customs Dutyof Excise Value Added Tax Cess Goods and Services Tax and any other statutory dues withthe appropriate authorities. According to the information and explanations given to us noundisputed amounts payable in respect of the above were in arrears as at 31stMarch 2018 for a period of more than six months from the date they became payable.

7.2 The disputed statutory dues aggregating to Rs.629.85 Crores (PY: Rs.655.42 Crores)that have not been deposited on account of matters pending before appropriate authoritiesare as under..

' in Crores
Sl. No Name of the Statute Forum where dispute is pending As at 31-03-2018 As at 31-03-2017
1 VAT/CST Act Assessing Authority 0.46 0.46
Assistant/Deputy Commissioner Appeals 0.24 0.31
Appellate Tribunal 5.82 6.28
High Court 68.85 68.85
2 Central Excise Act & Cenvat Credit Rules Assistant/Deputy/ Additional Commissioner 340.92 299.64
Commissioner Appeals 4.88 5.31
Appellate Tribunal 178.42 187.03
High Court 4.55 7.08
Supreme Court 25.71 51.41
3 Customs Act Appellate Tribunal - 29.05
Total 629.85 655.42

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

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

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

11) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

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 theCompany.

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

14) Based upon the audit procedures performed and the information and explanationsgiven by the Management the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3 (xiv) of the Order are not applicable tothe Company.

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

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

For SRSV & ASSOCIATES For RAMAKRISHNA RAJA AND CO
Chartered Accountants Chartered Accountants
Firm Registration Number: 015041S Firm Registration Number: 005333S
P.SANTHANAM M.VIJAYAN
Partner Partner
Membership Number: 018697 Membership Number: 026972
Chennai
23-05-2018

"ANNEXURE B" TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE SEPARATEFINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH INDIAN ACCOUNTING STANDARDS OF THE RAMCOCEMENTS LIMITED

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

We have audited the internal financial controls over financial reporting of The RamcoCements Limited ("the Company") as of 31st March 2018 in conjunctionwith our audit of the Financial Statements of the Company for the year ended on 31stMarch 2018.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting("the Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls and both applicable to an audit ofInternal financial controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles.

A company's internal financial control over financial reporting includes those policiesand procedures that

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

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

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe 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 explanationsgiven to us the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31st March 2018 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.

For SRSV & ASSOCIATES For RAMAKRISHNA RAJA AND CO
Chartered Accountants Chartered Accountants
Firm Registration Number: 015041S Firm Registration Number: 005333S
P.SANTHANAM M.VIJAYAN
Partner Partner
Membership Number: 018697 Membership Number: 026972
Chennai
23-05-2018


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