The Members,
Ram Ratna Wires Limited
Report on the Audit of the Revised Standalone Financial Statements
This Report supersedes our Report dated 29th May, 2025.
1. Opinion
We have audited the accompanying Revised Standalone Financial Statements of Ram Ratna Wires Limited ("the Company"), which comprise the Revised Balance Sheet as at 31st March, 2025 and the Revised Statement of Profit and Loss (including Other Comprehensive
Income), the Revised Cash Flows Statement and the Revised Statement of Changes in Equity for the year then ended, and notes to the Revised Standalone Financial Statements, including a summary of material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Revised 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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"), and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2025 and its profit, total comprehensive income, its cash flows and the changes in equity for the year then ended.
2. Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Revised Standalone Financial Statements in paragraph 7 below 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the Revised Standalone Financial Statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the Revised Standalone Financial Statements.
3. Emphasis of Matter
We draw attention to notes 1 and 53 of the Revised Standalone Financial Statements which describe the basis of preparation and scheme of amalgamation. As explained in detail therein, these Revised Standalone Financial Statements for the year ended 31st March, 2025 have been prepared pursuant to the Scheme of Amalgamation (merger by absorption) (the Scheme) for merger of the Companys subsidiary, Global Copper Pvt. Ltd. ("the Transferor Company"), with and into the
Company, from the specified retrospective appointed date (1st April, 2024), as approved by the National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated 29th May, 2025 ("the Order"). The Scheme is effective from 23rd June, 2025 upon filing the same with of Companies, Mumbai. As per the requirements of Appendix C to Ind AS 103 "Business Combinations", the Scheme has been given effect to as if it had occurred from the beginning of the preceding period (i.e. 1st April, 2023) in the Revised Standalone Financial Statements.
We had issued auditors report dated 29th May, 2025 on earlier Standalone Financial Statements for the year ended 31st March, 2025 to the members of the Company.
The Order approving the Scheme was received by the
Company subsequent to the conclusion of the Board meeting approving the Standalone Financial Statements fortheyearended31stMarch,2025.TheCompanyhasnow prepared the Revised Standalone Financial Statements for the year ended 31st March, 2025 incorporating the impact of the Scheme from 1st April, 2023. In accordance with the provisions of Standard on Auditing 560 (Revised) Subsequent Events issued by ICAI, our audit procedures, in so far as they relate to the revision of the Standalone Financial Statements, have been carried out solely on this matter and no additional procedure has been carried out for any other event occurring after 29th May, 2025 (being the date of our report on the earlier Standalone Financial
Statements). Our report dated 29th May, 2025 on the earlier Standalone Financial Statements for the year ended 31st March, 2025 is superseded by this report on
the Revised Standalone Financial Statements for the year ended 31st March, 2025.
Our opinion is not modified in respect of above matter.
4. Key Audit Matters
Key audit matters are those matters which, in our professional judgment, were of most significance audit of the Revised Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Revised 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 on the Revised Standalonein our Financial Statements.
Key audit matters |
How our audit addressed the key audit matters |
Property, Plant and Equipment (PPE) |
Our audit incorporated the following procedures with regard to PPE and Capital-work-in-progress: |
Addition to PPE and Capital work-in-progress totalling to 35,960. 07 Lakhs for set up of a new manufacturing facility at Bhiwadi, Rajasthan and enhancing the capacity of the Companys (Excluding Transferor Companys) existing plants during the year. PPE are capitalised when they are ready for their intended use. |
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testing the design, implementation and operating effectiveness of controls in respect of review of capital work-in-progress, recognising the PPE, and timing of the capitalisation with the source documentation. |
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obtaining and evaluating the material accounting policy with respect to capitalisation, including application of said policy, to assess consistency with the requirements as set out in Ind AS 16. |
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The Accounting for PPE is identified as a key audit matter capital considering the significant work-in- progress during the year which represents substantial portion of the assets of the Company, valuation of PPE, determination of timing of capitalisation, capitalisation of incidental expenses, estimation of useful life of assets and depreciation. |
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testing procedures included verification on sample basis of supporting documentation such as contracts, work orders etc. for additions and capitalisation during the year. |
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evaluating the assumption and work accuracy for allocation of incidental and direct overhead cost incurred and capitalised. |
Revenue Recognition |
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(Refer note 1 (c) (xii) and 42 of the Revised Standalone Financial Statements) |
testing procedures included, verifying necessary authorisations for capitalisation of items of PPE, verifying installation/ commencement/ work certificates issued by internal and external agencies/suppliers and discussions with the management for assets to be in the location and condition necessary for it to be capable of operating in the manner intended by the managements, and |
Revenue is the main profit driver and therefore susceptible to misstatement. There is inherent risk of incorrect timing of recognition of revenue and related rate difference, discounts in reporting period. Cut- off on the reporting date is the key assertion insofar as revenue is concerned, any in-appropriate method can result in misstatement of financial statements for the year. |
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reviewing, testing and discussing the assumptions considered by the management in determining the useful life of the PPE and testing the effectiveness of internal controls and verifying the mathematical accuracy of computation of depreciation charge for the year. Our audit incorporated the following procedures with regard to Revenue Recognition: - |
Assessment of carrying value of investments in subsidiaries and joint venture |
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The investments in subsidiaries and joint ventures are reported in the Revised Standalone Financial Statements at cost. In case of an investment amounting to 2,222.16 Lakhs in a joint venture (ceased as a subsidiary w.e.f. 30th September, 2024) where an indication of impairment exists, the carrying value of investment is assessed for impairment. |
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assessing the process, internal controls and testing the effectiveness of key controls; |
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testing the accuracy of cut-off with substantive analytical procedures supplemented with third party confirmation, delivery acknowledgment, delivery terms, estimation for delivery time based on historical records; and |
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judgments and estimations made for discounts, rebates, appropriate authorisation, historical trends, credit and debit notes issued after the balance sheet date, inventory reconciliation and receivable balance confirmations. |
Accounting for Business Combination - Amalgamation (merger by absorption) of the Companys subsidiary, Global Copper Pvt. Ltd. (GCPL) with and into the Company ("the Scheme") (Note: 53)
The accounting for investment is a Key Audit Matter as the determination of recoverable value for impairment and assessment involves significant estimates. |
Our audit incorporated the following procedures with regard to assessment of impairment of investment: |
reviewing the approach adopted for testing impairment including appropriateness of valuation method used; |
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reviewing and checking financial projections and other relevant data for mathematical accuracy; |
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reviewing the valuation report of qualified valuer obtained by the Company and the joint venture partner; |
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The Scheme of merger of GCPL with the Company u/s 230 to 232 of the Act was approved by NCLT vide its Order dated 29th May, 2025 with retrospective appointed dated 1st April, 2024 subsequent to the year end and post approval of the financial statements of the Company by Board of Directors. |
reviewing the assumptions used in the financial projection; |
discussions with the Management of the Joint Venture, key person of the Company and ascertaining the factors contributing towards present performance and strategy to overcome it, business expectation, market conditions and business plans; and |
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The Scheme is effective from 23rd June, 2025 upon filing the same with the Registrar of Companies, Mumbai. |
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The Company has accounted for the business combinations using the pooling of interest method in accordance with Appendix C of Ind AS 103, Business Combinations in accordance with the Scheme and NCLT Order. The carrying value of the assets and liabilities of GCPL being the beginning of the previous period (i.e. 1st April, 2023), as appearing in the consolidated financial statements of the Company before the merger have been incorporated in the books with merger adjustments, as applicable. |
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discussions on Companys management perception regarding business, market condition, expected market size, future planning, financial strength, support and intention of other promoter of the Joint Venture. |
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Our audit procedures included the following with regards to accounting of merger of GCPL: |
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obtaining and reading the Scheme and final order passed by the NCLT to understand its key terms and conditions; |
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The Company will allot fully paid-up equity shares to the eligible shareholders of GCPL in accordance with the Scheme. |
understanding from the management, assessing and testing the design and operating effectiveness of the Companys key controls over the accounting for business combinations; |
The determination of appropriateness of the accounting treatment, the complex accounting involved, the aforesaid business combination treatment in the Revised Standalone Financial Statements required significant and therefore, has been considered to be a key audit matter. the Further, owing to the significant merger on the accompanying Revised Standalone Financial Statements as disclosed in Note 53, the matter is also considered fundamental to the understanding of the users of the accompanying Revised Standalone Financial Statements. |
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evaluating the Companys accounting of the business combinations as per pooling of interest method |
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prescribed in Appendix C of Ind AS 103, Business Combinations in accordance with the Scheme and NCLT Order and guidance issued by ICAI; |
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tracing the assets and liabilities as at 1st April, 2023 and results for the financial year ended 31 st March, 2024 and 31st March, 2025 of GCPL from the audited Financial Statements of GCPL as considered in the Consolidated Financial Statements of the Company; |
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testing the managements computation for arriving at the value of fully paid-up equity shares to be issued and treatment of reserves in accordance with the Scheme; |
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testing the managements computation of determining the amount of goodwill; and |
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assessing the adequacy and appropriateness of the disclosures made in the Revised Standalone Financial Statements. |
5. Information Other than the Financial Statements and Auditors Report thereon
The Companys Management and Board of Directors are responsible for other information. Other information comprises the information included in the Annual Report, but does not include the Revised Standalone Financial Statements, Revised Consolidated Financial Statements, and our auditors reports thereon.
Our opinion on the Revised Standalone Financial
Statements does not cover other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Revised Standalone Financial Statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Revised Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read other information comprising the information included in the Annual Report and we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. We have nothing to report in this regard.
6. Managements Responsibility for the Revised Standalone Financial Statements
The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of the Revised Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows changes in equity of the Company in accordance with the Ind AS and other 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 Revised 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 Revised Standalone Financial Statements, the Management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Companys Board of Directors are also responsible for overseeing the Companys financial reporting process.
7. Auditors responsibilities for the audit of the Revised Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Revised Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Auditors 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 Revised Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Revised 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 financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with respect to 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 the management.
Conclude on the appropriateness of managements 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
Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Revised 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 earlier auditors 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 Revised Standalone Financial Statements, including the disclosures, and whether the Revised Standalonetotal gross assets of 19,987 Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Revised Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Revised Standalone Financial Statement may be influenced. 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 Revised 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 Revised
Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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.
8. Other Matter
In accordance with the Scheme as stated in Note No
53 to the Revised Standalone Financial Statements and the Emphasis of Matter para herein above, the Standalone Financial Statements of the Company have been restated to include the audited financial information of the Transferor Company whose financial statements Lakhs as at 31 reflect st March, 2025 and 16,422.84 Lakhs as at 31st March, 2024 and total gross revenue of 53,275.35 Lakhs and 34,403.68 Lakhs, total comprehensive income of of 1,806.28 Lakhs and 951.48 Lakhs and net cash flow 4.81 Lakhs and net cash outflow of ( 204.77) Lakhs for the year ended 31st March, 2025 and 31st March,
2024 respectively. The financial statements/information of the Transferor Company have been audited by other auditor whose reports have been furnished to us by the management of the Company. Our opinion on the Revised
Standalone Financial Statement, in so far as it relates to amount and disclosures included in respect of the Transferor Company is based solely on the reports of the other auditor. We have audited the adjustments made by the management consequent to the merger of Transferor
Company with the Company to arrive at restated figures for the year ended 31st March, 2024 and 31st March, 2025.
Our report is not modified in respect of this matter.
9. Report on other Legal and Regulatory Requirements
(1) As required by Section 143(3) of the Act, based on our audit we report that: (a) We have sought and obtained all the information and explanations which to the 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 except for the matters stated in paragraph (i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.
(c) The Revised Standalone Balance Sheet, the
Revised Standalone Statement of Profit and Loss
(including other comprehensive Income), the Revised Standalone Cash Flows Statement and the Revised Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
(d) In our opinion, the aforesaid Revised Standalone Financial Statements comply with the Indian
Accounting Standards specified under Section
133 of the Act.
(e) On the basis of the written representations received from the directors as on 1st April, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) The modification relating to the maintenance of accounts and other matters connected therewith in respect of audit trail are stated in the paragraph (1) (b) above on reporting under section 143 (3) (b) of the Act and paragraph (i)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.
(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure "A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the
Companys internal financial controls with reference to financial statements.
(h) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended: in our opinion and to the best of our information and according to the 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 Auditors 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 impact, if any, of pending litigations as at 31st March,
2025 on its financial position in its Revised
Standalone Financial Statements Refer
Note 30 to the Revised Standalone Financial
Statements; 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, as disclosed in the notes to the Revised Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kindoffunds)bytheCompanytoorinany other person(s) or entity(ies), 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 by or on behalf of the Company ("Ultimate
Beneficiaries") or
provide any guarantee, security to or the like on behalf of the Ultimate
Beneficiaries.
(b) The management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to the Revised Standalone Financial Statements, no funds have been received by the Company from any person(s) or entity(ies), 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 by or on behalf of the Funding Party
("Ultimate Beneficiaries") or
provide any guarantee, security by 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 provided under (iv) (a) and (b) above, contain any material mis-statement. v) (a) The dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.
vi) Based on our examination, which included test checks and considering the report of the auditor of the Transferor Company, the Company has except as mentioned below, used an accounting software for maintaining its books of account for the financial year ended 31st March, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. a) The Transferor Company has started using accounting software for maintaining its books of account for the financial year ended 31 st March, 2025 which has a feature of recording audit trail (edit log) facility effective 22nd April,
2024. b) The feature of recording audit trail (edit log) facility was not enabled for the accounting software used for sales order booking which are non- editable. Further, wherever audit trail (edit log) facility was enabled and operated through the year, we did not come across any instance of audit trail features being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
(2) As required by the Companies (Auditors Report)
Order, 2020 ("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 "B", a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
For Bhagwagar Dalal & Doshi | |
Chartered Accountants | |
Firm Registration No. 128093W | |
UDIN: 25034236BMIXAS7524 | |
Yezdi K. Bhagwagar | |
Place: Mumbai | Partner |
Date: 29th May, 2025 | Membership No. 034236 |
(23rd June, 2025, as to give effect to the matter |
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discussed under paragraph 3 above "Emphasis of Matter") |
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
Legal and Regulatory Requirements" in the Independent Auditors Report of even date on the Revised Standalone Financial Statements to the members of Ram Ratna Wires Limited
This Report supersedes our Report dated 29th May, 2025.
1. Report on the Internal Financial Controls with reference to Revised Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the "Act")
We have audited the internal financial controls with reference to Standalone Financial Statements of Ram Ratna Wires Limited ("the Company") as of 31st March, 2025 in conjunction with our audit of the Revised Standalone Financial Statements of the Company for the year ended on that date.
2. Emphasis of matter
We draw attention to notes 1 and 53 of the Revised Standalone Financial Statements which describe the basis of preparation and scheme of amalgamation. As explained in detail therein, the Revised Standalone Financial Statements for the year ended 31st March, 2025 have been prepared pursuant to the Scheme of Amalgamation (merger by absorption) (the Scheme) for merger of the Companys subsidiary, Global Copper Pvt. Ltd. ("the Transferor Company"), with and into the
Company, from the specified retrospective appointed date (1st April, 2024), as approved by the National Company Law Tribunal (NCLT), Mumbai Bench vide its Order dated 29th May, 2025 ("the Order"). The Scheme is effective from 23rd June, 2025 upon filing the same with the Registrar of Companies, Mumbai. As per the requirements of Appendix C to Ind AS 103 "Business Combinations", the Scheme has been given effect to as if it had occurred from the beginning of the preceding period (i.e. 1st April, 2023) in the Revised Standalone Financial Statements.
We had issued auditors report dated 29th May, 2025 on earlier Standalone Financial Statements for the year ended 31st March, 2025 to the members the Company.
The Order approving the Scheme has been received by the Company subsequent to the conclusion of the Board meeting approving the Standalone Financial Statements for the year ended 31st March, 2025. The Company has now prepared the Revised Standalone Financial Statements for the year ended 31st March, 2025 incorporating the impact of the amalgamation from 1st April, 2023. In accordance with the provisions of Standard on Auditing 560 (Revised) Subsequent Events issued by procedures, in so far as they relate to the revision of the Standalone Financial Statements, have been carried out solely on this matter and no additional procedure has been carried out for any other event occurring after 29th May, 2025 (being the date of our report on the earlier
Standalone Financial Statements). Our report dated 29th May, 2025 on the earlier Standalone Financial Statements for the year ended 31st March, 2025 is superseded by this report on the Revised Standalone Financial Statements for the year ended 31st March, 2025.
Our opinion is not modified in respect of above matter.
3. Managements Responsibility for Internal Financial Controls
The Companys management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control with reference to Standalone Financial Statements 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 companys 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 Act.
4. Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls with reference to Standalone Financial Statements 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") issued by the Institute of Chartered Accountants of India and the
Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to Standalone Financial Statements. 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 with reference to Standalone Financial Statements were 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 with reference to Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to
Standalone Financial Statements 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 auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the auditor of the Transferor Company in terms of their report as referred to in Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the
Companys internal financial controls with reference to financial statements.
5. Meaning of Internal Financial Controls with reference to Standalone Financial Statements
A companys internal financial to Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to Standalone Financial Statements includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone 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 (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the Revised Standalone Financial Statements.
6. Inherent Limitations of Internal Financial Controls with reference to Revised Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to Standalone Financial Statements, 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 with reference to Standalone
Financial Statements to future periods are subject to the risk that the internal financial controls with reference to Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
7. Opinion
In our opinion, 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 with reference to Standalone Financial Statements and such internal financial controls with reference to Standalone Financial Statements were operating effectively as at 31st March, 2025, based on the criteria with reference to Revised Standalone Financial Statements established by the Company considering the essential components of internal controls stated in the controls with reference Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
8. Other Matter
Our aforesaid report under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to the Transferor Company, is based on the corresponding report of the auditor of the Transferor Company.
Our opinion is not modified in respect of the above matter.
For Bhagwagar Dalal & Doshi | |
Chartered Accountants | |
Firm Registration No. 128093W | |
UDIN: 25034236BMIXAS7524 | |
Yezdi K. Bhagwagar | |
Place: Mumbai | Partner |
Date: 29th May, 2025 | Membership No. 034236 |
(23rd June, 2025, as to | give effect to the matter discussed |
under paragraph 2 above"Emphasis of Matter") |
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
Referred to in paragraph (2) under "Report on Other Legal and Regulatory Requirements" in the Independent Auditors Report of even date on the Revised Standalone Financial Statements to the members of Ram Ratna Wires Limited.
(i) (a)(1) The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment.
(2) The Company has maintained proper records showing full particulars of Intangible Assets.
(b) According to the information and explanations given to us and on the basis of examination of the records of the Company, some of the Property, Plant and
Equipment were physically verified during the year at different intervals by the Management in accordance with a program of verification which, in our opinion, provides for physical verification of all the Property,
Plant and Equipment at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of examination of the records of the Company including registered title deeds, we report that, the title deeds of all the immovable properties (other than immovable properties where the Company is the lessee and the Lease Agreements are duly executed in favour of the Company) disclosed in the Revised Standalone Financial Statements are held in the name of the Company, except immovable Properties of the Transferor Company which are not held in the name of the Company, details thereof are as below.
Description of the Property |
Gross Carrying Amount | held in the name of promoter, director or their relative or employee | Period held | Reason for not being held in the name of the Company |
Freehold Land |
526.12 | No | Note 53 | Title deeds are in the name of the |
Leasehold Land Factory |
70.00 | No | Note 53 | Transferor Company and not yet transferred in |
Building |
1,311.17 | No | Note 53 | the name of |
the Company |
(d) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including right of use assets) or Intangible Assets or both during the year. (e) According to the information and explanations given to us and on the basis of examination of the records of the Company, no proceeding has been initiated or is pending against the Company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 and rules made thereunder.
(ii) (a) As explained to us, the Company has during the year conducted at reasonable intervals physical verification of inventories except goods in transit. In our opinion, the procedures of physical verification of inventories by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. No discrepancy of 10% or more in the aggregate of each class of inventories was noticed between the physical verification of inventories and the book records.
(b) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company has been sanctioned working capital limits in excess of rupees five crore in aggregate, from banks on the basis of security of current assets. In our opinion, the quarterly statements or returns filedby the Company with lead bank are in agreement with the books of account of the Company.
(iii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has granted unsecured loans to employees and companies and made investments in companies during the year in respect of which the requisite details are as under: -
Particulars |
Aggregate amount granted during the year | Balance outstanding as at balance sheet date |
Loans | ||
- Subsidiary | 1,000.00 | 1,000.00 |
- Joint Venture^ | 750.00 | 1,775.00 |
- Employees | 124.99 | 49.84 |
Guarantees | ||
- Joint Venture | - | 2,500.00 |
According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any investments in or granted any loans, secured or unsecured, to firms and limited liability partnerships during the year. The Company has not made any investment in any other parties during the year. The Company has not provided any guarantee or security or advance in nature of loans, secured or unsecured to any company, firm, limited liability partnership any other party during the year.
(b) According to the information and explanations given to us and based on the audit procedure conducted by us, we are of the opinion that the terms and conditions of the investments made and all unsecured loans granted during the year are, not prima facie prejudicial to the interest of the Company. Further, the Company has not provided guarantee or security during the year.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of loans given to companies, in our opinion the schedules of repayments of principal and payment of interest have been stipulated and the repayments or receipts have been regular except in respect of loans which were due for repayments during the year the schedules of repayments have been extended as stated in (iii) (e) below. Unsecured loans given to employees are non-interest bearing and schedules for repayments of principal have been stipulated and according to information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion repayments have been generally regular. Further, the Company has not given any advance in the nature of loan to any party during the year.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given. (e) According to the information and explanations given to us and on the basis of the examination of the records of the Company, due date of repayment of loans aggregating to 750.00 Lakhs granted to EPAVO Electricals Pvt. Ltd. which have fallen due for repayment during the year has been extended and the total of said loans is 22.11% of the total loans granted by the Company.
(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.
(iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion the Company has complied with the provisions of sections 185 and 186 of the Act, as applicable, in respect of loans given, investments made and guarantees provided.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit or amount which are deemed to be deposits.
Accordingly, clause 3(v) of the Order is not applicable to the Company.
(vi) According to the information and explanations given to us the Central Government has specified the maintenance of cost records under section 148 (1) of the Act. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records &
Audit) Rules, 2014, as amended prescribed by the Central
Government and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate and/or complete.
(vii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of statutory dues: -(a) The Company has generally been regular in depositing undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees
State Insurance, Income Tax, Duty of Custom, Cess and any other statutory dues applicable to it with appropriate authorities.
There were no undisputed arrears of outstanding statutory dues in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income
Tax, Duty of Customs, Cess and other statutory dues as at 31st March, 2025 for a period of more than six months from the date they became payable.
The Company does not have liability in respect of Service Tax, Duty of excise, Sales tax and Value added tax during the year since effective 01st July, 2017, these statutory dues have been subsumed into Goods and Services Tax.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, statutory dues relating to Goods and Service Tax, Provident Fund, Employees
State Insurance, Income-Tax, Duty of Customs or
Cess or other statutory dues which have not been deposited on account of any dispute are as follows:
Name of the Statue |
Forum where matter is pending |
Period to which the amount relates | Nature of Dues | Amount |
Central |
High Court | April, 2001 |
Excise Duty | 616.78 |
Excise Act, |
to May 2013 |
Excise | ||
1944 |
Tribunal | 2017-18 | Duty & Service Tax | 21.70 |
Value Added Tax Act |
Commissioner | 2013-2014 | Value Added Tax | 350.29 |
Gujarat Stamp Act, |
Supreme Court |
2017-18 to 2019-20 |
Stamp Duty | 22.42 |
1958 Income Tax Act, |
Commissioner (Appeal) |
2012-13 2015-16 | Income | 360.65 56.55 |
2019-20 | Tax | 4.67 | ||
1961 | 2022-23 | 1,610.59 | ||
Goods and Service |
Commissioner ( Appeal) Central Goods and Service | From July, 2017 to March | Goods and |
22.84 |
Tax Act |
Tax and Central Excise | 2022 | Service Tax |
(viii) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company has not surrendered or disclosed any transaction, previously unrecorded as income in the books of account, in the tax assessment under the Income Tax Act, 1961 as income during the year.
(ix) (a) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company has not defaulted in repayment of loans or other borrowing or in the payment of interest thereon to any lender during the year. Further, loan from directors, promoters and their relatives amounting to 2,785.07 Lakhs and Inter corporate loans amounting to 1,100.00 Lakhs as at 31st March, 2025 are without any stipulation as regards repayment. Further, according to the information and explanations given to us, repayment of such loans has not been demanded during the year.
(b) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or any government authority.
(c) According to the information and explanations given to us and on the basis of examination of the records of the Company, term loans have been applied for the purpose for which the loans were obtained.
(d) According to the information and explanations given to us and the procedure performed by us, and on an overall examination of the Revised Standalone Financial Statements of the Company as at 31st March, 2025 we report that funds raised on short- term basis of 5,481.08 Lakhs have been utilised for the long-term purposes.
(e) According to information and explanations given to us and on the basis of overall examination of the Standalone Financial Statements of the Company, we report that the Company has not taken any fund from any entity or person on account of or to meet the obligation of its subsidiaries or joint ventures. Accordingly, sub-clause (e) of clause 3(ix) of the
Order is not applicable to the Company.
(f) According to information and explanations given to us and on the basis of examination of the records of the Company and procedure performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries and joint ventures.
(x) (a) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, sub clause (a) of clause 3(x) of the
Order is not applicable to the Company.
(b) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or convertible debenture (fully, partially or optionally) during the year. Accordingly, sub clause (b) of clause
3(x) of the Order is not applicable to the Company. (xi) (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such instance by the management.
(b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Companies, Act 2013 has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government, during the year and upto the date of this report.
(c) According to representation given to us by the management, there are no whistle blower complaints received by the Company during the year.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us and on the basis of examination of the books and records of the Company carried out by us, all the transactions with the related parties are in compliance with the provisions of sections 177 and 188 of the Act, where applicable and the details thereof have been disclosed in the Standalone Financial Statements as required under Indian Accounting Standards.
(xiv) (a) According to the information and explanations given to us, in our opinion, the Company has internal audit system commensurate with the size and the nature of its business.
(b) We have considered, the reports of the internal auditor for the period under Audit.
(xv) In our opinion and according to information and explanations given to us, the Company has not entered into any non-cash transaction with directors or persons connected with such directors and hence, provisions of section 192 of the Act are not applicable.
(xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act,1934.
Accordingly, reporting under sub clauses (a) and (b) of clause 3(xvi) of the Order is not applicable to the
Company.
(b) The Company is not a Core Investment Company
(CIC) as defined in the regulations made by the
Reserve Bank of India. Accordingly, reporting under sub clause (c) of clause 3(xvi) of the Order is not applicable to the Company. (c) According to representation given to us by the management, there are 2 (Two) Core Investment Companies (CICs) in the Group based on "Companies in the Group" as defined in Core Investment Companies (Reserve Bank) Directions 2016.
(xvii) The Company has not incurred cash losses in the financial year and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year and accordingly, clause 3(xviii) of the
Order is not applicable to the Company.
(xix) According to the information and explanations given to us and on the basis of examination of the financial ratios, ageing and expected date of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and the management plan and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which cause us to believe that any material uncertainty exists as on the date of the audit report that Company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however state that this is not an assurance as to the future liability of the Company. We further state that our reporting is based on the facts upto the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) In our opinion and according to the information and explanation given to us the Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there is no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule-VII to the Act or special account in compliance with the provision of sub-section (6) of section 135 of the Act.
Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.
For Bhagwagar Dalal & Doshi | |
Chartered Accountants | |
Firm Registration No. 128093W | |
UDIN: 25034236BMIXAS7524 | |
Yezdi K. Bhagwagar | |
Place: Mumbai | Partner |
Date: 29th May, 2025 | Membership No. 034236 |
(23rd June, 2025, as to | give effect to the matter discussed |
under paragraph 3 above "Emphasis of Matter") |
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