To
The Members of
Rama Petrochemicals Limited
Report on the Standalone Financial Statements
Qualified Opinion
We have audited the Standalone Financial Statements of Rama
Petrochemicals Limited ("the Company"), which comprise of the Balance Sheet as
at 31st March 2023, and the Statement of Profit and Loss, Statement of Changes in Equity
and Statement of Cash Flows for the year then ended, and notes to the Financial
Statements, including a summary of significant accounting policies and other explanatory
information.
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matter described in the Basis for
Qualified Opinion section of our report, the aforesaid 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,
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2023;
(b) in the case of the Statement of Profit and Loss, of the Loss for
the year ended on that date;
(c) in the case of the Statement of Changes in Equity, of the changes
in equity for the year ended on that date; and
(d) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Basis for Qualified Opinion
1. We draw your attention to Note 8.2 wherein in previous year, the
Company has treated payment of Rs18,500 thousand towards release of collateral securities,
as Other Financial Assets which the company intends to adjust after release of
collateral securities by all the security holders. This being not in accordance with
generally accepted accounting principles. Retained Earnings and Current Assets are higher
as on 31st March, 2023 by Rs 18,500 thousand.
2. We draw attention to Note 27 regarding the Companys Financial
Statements having been prepared using the going concern basis of accounting. Management is
responsible for assessing the Companys ability to continue as a going concern The Balance
Sheet and Cash Flow Statement, indicate that as on March 31,2023, the Companys Net worth
is eroded; and Company has incurred net Operating Loss of Rs.6,652 thousand during the
year ended March 31, 2023.
Our opinion is modified in respect of this matter.
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 Auditors Responsibilities for the
Audit of the 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
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 we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of the current period.
These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key Audit Matters |
Auditors Response |
1. Ability to continue as a
going concern |
The Company has discontinued
its Manufacturing operations and is now engaged in Trading activity. Refer para on Basis
for Qualified Opinion of the report above. |
Information Other than the Standalone Financial
Statements and Auditors Report thereon
The Companys Board of Directors is responsible for the preparation of
the other information. The other information comprises of the information included in the
Management Discussion and Analysis, Draft Boards Report including Annexures to the said
Boards Report, Corporate Governance and Shareholders Information, but does not include
the financial statements and our auditors 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 financial statements, our
responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the 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.
Managements Responsibility for the Standalone Financial Statements
The Companys Board of Directors is 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 financial position, financial
performance, changes in equity and cash flows 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 implementation
and maintenance of 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 statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is 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
management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors are also responsible for
overseeing the Companys financial reporting process.
Auditors 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 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 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 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 financials controls 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 system 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 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 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 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
financial statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
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 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.
Report on Other Legal and Regulatory Requirements
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 Companies Act, 2013, we give in the Annexure 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) 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 Changes in Equity and the Cash Flow Statement dealt with by this Report are in
agreement with the relevant books of account.
d) In our opinion, the aforesaid financial statements comply with the
Ind AS specified under Section 133 of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015.
e) On the basis of the written representations received from the
directors as on 31st March, 2023 taken on record by the Board of Directors, none of the
directors is disqualified as on 31st March, 2023 from being appointed as a director in
terms of Section 164(2) of the Act.
f) 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 separate Report in "Annexure B".
g) In our opinion, the managerial remuneration for the year ended 31st
March, 2023 has been paid by the company to its directors in accordance with the
provisions of section 197 read with schedule V of the Act.
h) 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 of pending litigations on its
financial position in Note 26 of the 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 were no dues which were required to be transferred to
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 Party or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on such audit procedures as 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 (iv) (a) and (iv) (b) contain any
material mis-statement.
v. The Company has not declared or paid any dividend during the year
and has not proposed any dividend for the year.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for
maintaining books of account using accounting software which has a feature of recording
audit trail (edit log) facility is applicable to the Company with effect from April 1,
2023, and accordingly, reporting under Rule 11(g) of Companies I AnHitnnrl Auditors^
Rn1f?s 901 4 is not nrvnlir-.ahlft forthfifimnmrinl \rnar fvnrtarl IVTarrln 9 1
9099
|
For Khandelwal & Mehta LLP |
|
Chartered Accountants |
|
Firm Regn. No. W100084 |
|
Sunil Khandelwal |
|
(Partner) |
|
M. No. : 101388 |
Place: Mumbai. |
UDIN: 23101388BGXLKN6259 |
Date: May 10, 2023. |
|
Annexure A to Independent Auditors Report
The Annexure referred to in our report to the members of Rama
Petrochemicals Limited (the Company) for the year Ended on 31st March, 2023.
i) a) The Company, on the basis of available information, has
maintained proper records showing full particulars
including quantitative details and situations of Property Plant and
Equipment
b) The Management of the Company has physically verified the Property
Plant and Equipment in accordance with its policy ofphysical verification at reasonable
intervals. The discrepancies, if any noticed during such verification have been suitably
adjusted in the books of account. In our opinion, this periodicity of physical
verification is reasonable having regard to the size of the Company and the nature of its
assets;
c) 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;
d) According to information and explanations given to us and on the
basis of examination of the records of the Company, none of its Property, Plant and
Equipment or intangible assets or both are revalued during the year.
e) On the basis of available information, the Company does not hold any
benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and
rules made there under.
ii) a) According to the information and explanations given to us, the
Company does not have any inventories.
Accordingly, paragraph 3(ii)(a) of the Order is not applicable.
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 sanctioned any working capital
limits in excess of Rupees five crores, in the aggregate, from banks on the basis of
security of current assets and hence this clause is not applicable.
iii) According to the information and explanations given to us and on
the basis of our examination of books of account, during the year the Company has not made
investments in, granted and loans or advances, provided any guarantee or security to
companies, firms, Limited Liability Partnerships or any other parties. Accordingly
paragraph 3(iii) of the order is not applicable.
iv) In our opinion and according to the information and explanations
given to us, during the year the Company has not given any loans, made any investments and
has not given any guarantee or security. Accordingly question of complying with the
provisions of section 185 and 186 of the Act does not arise.
v) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public.
vi) Since the turnover from all business activities in the preceding
financial year does not exceed the prescribed limit for maintenance of cost records
pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central
Government under Section 148(1) of the Act, paragraph 3(vi) of the Order is not
applicable.
vii) a) According to the records of the Company, undisputed statutory
dues including Provident Fund, Employees
State Insurance, Sales Tax, Income Tax, Service Tax, Custom Duty,
Excise Duty, Value Added Tax, Goods and Service Tax, Cess and other statutory dues have
been regularly deposited with the appropriate authorities. According to the information
and explanations given to us, no undisputed amounts payable in respect of aforesaid dues
were outstanding as at 31st March, 2023 for a period of more than six months from the date
it became payable except:
Name of the statute |
Nature of the dues |
Amount
Rupees |
Period to which the amount
relates |
Due Date |
The Customs Act, 1962 |
Custom Duty on import of
Catalyst |
5,933 thousand |
1998-1999 |
21.02.1998 |
Sales Tax Act, |
Deferral Sales Tax Liability |
3,10,344 thousand |
1988-1997 |
30.04.2014 |
b) According to the records of the Company and information and
explanations given to us and the records of the Company examined by us, there are no
pending dues to be deposited of income tax, sales tax or service tax or duty of customs or
duty of excise or value added tax on account of any disputes.
viii) On the basis of our examination of the books and according to the
information and explanations given to us, there is no transaction which is not recorded in
the books of account and have been surrendered or disclosed as income during the year in
the tax assessments under the Income Tax Act, 1961 (43 of 1961).
ix) On the basis of our examination of the books and according to the
information and explanations given to us, no amount has been borrowed from financial
institutions, banks, Government or debenture holders. Accordingly, paragraph 3(ix) of the
order is not applicable.
x) a) In our opinion and on the basis of information and explanations
given to us, the Company has not raised any
money by way of initial public offer or further public offer (including
debt instruments).
b) In our opinion and on the basis of information and explanations
given to us, the Company has not made any preferential allotment or private placement of
shares or convertible debentures (fully, partially or optionally convertible) during the
year.
xi) According to the information and explanations given to us, no
material fraud by the Company or on the Company by its officers or employees has been
noticed or reported during the course of our audit.
xii) In our opinion and according to information and explanations given
to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is
not applicable.
xiii) According to information and explanations given to us and based
on our examination of the records of the company, transactions with related parties are in
accordance with section 177 and 188 ofthe Act where applicable and details of such
transactions have been disclosed in Financial Statements as required by applicable Ind AS.
xiv) a) According to information and explanations given to us and based
on our examination of the records of the
Company, it has an internal audit system commensurate with the size and
nature of its business
b) The reports of the Internal Auditors for the period under audit were
considered by us.
xv) According to information and explanations given to us and based on
our examination of the records of the Company, the Company has not entered into non-cash
transactions with directors or persons connected with him. Accordingly, paragraph 3(xv)
ofthe Order is not applicable.
xvi) In our opinion and according to the information and explanations
given to us, the Company is not required to be registered under section 45- IA of Reserve
Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable.
xvii) The Company has incurred cash loss in the financial year and in
the immediately preceding financial year.
xviii) There has been no resignation of the statutory auditors during
the year. Accordingly, paragraph 3(xviii) of the Order is not applicable.
xix) On the basis of the financial ratios, ageing and expected dates of
realisation of financial assets and payment of financial liabilities, other information
accompanying the financial statements, our knowledge of the Board of Directors and
management plans, we are of the opinion that uncertainty exists as on the date of the
audit report that whether the 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.
xx) According to the information and explanations given to us and based
on our examination of the records of the Company, provisions of Section 135 ofthe
Companies Act, 2013 is not applicable to the Company.
xxi) There are following qualifications or adverse remarks in the
Companies (Auditors Report) Order, 2020 of the Subsidiary Company included in the
consolidated financial statements.
. Name |
CIN |
Holding Company /
subsidiary/Associate/ Joint Venture |
Clause number of the CARO
report which is qualified or adverse |
1. Rama Capital and Fiscal
Services Private Limited |
U67120MH1993PTC072255 |
Wholly Owned Subsidiary |
3(xix) |
|
For Khandelwal & Mehta LLP |
|
Chartered Accountants |
|
Firm Regn. No. W100084 |
|
Sunil Khandelwal |
|
(Partner) |
|
M. No. : 101388 |
Place: Mumbai. |
UDIN: 23101388BGXLKN6259 |
Date: May 10, 2023. |
|
ANNEXURE - B TO THE INDEPENDENT AUDITORS REPORT
OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF RAMA PETROCHEMICALS LIMITED
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 Rama Petrochemicals Limited ("the Company") as of 31st March, 2023
in conjunction with our audit of the standalone financial statements of the Company for
the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys 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 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 Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys 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
Institute of Chartered Accountants of India 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. 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 auditors 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 Companys internal financial
controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys 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 companys 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
companys 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, 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, 2023, 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 Khandelwal & Mehta
LLP |
|
Chartered Accountants |
|
Firm Regn. No. W100084 |
|
Sunil Khandelwal |
|
(Partner) |
|
M. No. : 101388 |
Place: Mumbai. |
UDIN: 23101388BGXLKN6259 |
Date: May 10, 2023. |
|
+91-9892691696
