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Auditor Report of Balrampur Chini Mills Ltd.

Mar 31, 2023

Balrampur Chini Mills Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone financial statements of Balrampur Chini Mills Limited (hereinafter referred to as "the Company"), which comprise the Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory notes for the year ended on that date (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (hereinafter referred to as "the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, (hereinafter referred to as "Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2023, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (hereinafter referred to as "SAs") specified under section 143(10) of the Act. Our responsibilities

under those SAs are further described in the "Auditors'' Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (hereinafter referred to as "the ICAI") together with the ethical requirements that are relevant to our audit of the 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended 31st March, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have considered the matters described below to be the key audit matters for incorporation in our report.

We have fulfilled the responsibilities described in the Auditors'' responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The result of our audit procedures, including the procedures performed to address the matters below, provide the basis for our opinion on the accompanying standalone financial statements.

Sl.

No.

Key Audit Matters

Addressing the Key Audit Matters

1

Valuation and determination of Inventory

As on 31st March, 2023, the Company has inventory of sugar with the carrying value of H169384.98 Lakhs which forms significant part of the total assets of the Company. The inventory of sugar is valued at the lower of cost and net realizable value.

Significant judgement is involved in determining:

¦ the cost of production of sugar which is dependent upon variability in seasonal factors including number of sugarcane crushing days, recovery of sugar from cane and valuation of the products produced incidental to and/ or along with the production of sugar.

Our audit procedures based on which we arrived at the conclusion regarding reasonableness of the inventory include the following:

¦ Evaluating the accounting policy followed for valuation of inventory of sugar and appropriateness thereof with respect to relevant Indian Accounting Standards in this respect.

¦ Review of the process of physical verification of sugar and its reconciliation with the book stock.

Sl.

No.

Key Audit Matters

Addressing the Key Audit Matters

¦ the realizable price of sugar which is factored considering the minimum sale price, monthly quota and fluctuation in domestic and international selling prices.

¦ Understanding and testing the design and operating effectiveness of controls as established by the management in determination of cost of production and net realizable value of inventory of sugar and consistency with respect to policy followed in this respect.

¦ Evaluating the adequacy of the method used, relevance and reliability of data and the systems & procedures followed for valuing intermediary products and arriving at the cost of sugar produced by the Company.

¦ Review of the selling price of sugar prevailing at the year end and subsequent to that and directives of the Government concerning minimum sale price, monthly quota and initiative taken by the Company ensuring the compliances thereof.

2

Recognition of Deferred tax assets and liabilities

Deferred tax assets pertaining to MAT Credit entitlement amounting to H11568.72 Lakhs as on 31st March, 2023, as recognized in earlier years has been continued in the books of accounts in this year. Recognition of deferred tax assets and liabilities is based on expected utilization and/ or reversal thereof considering the management''s projection of future taxable income of the Company. This involves estimation of future operations and profitability based on assumptions and anticipations which may be in variance with the actual happening.

Our audit procedures based on which we arrived at the conclusion regarding reasonableness of the recognition of deferred tax assets include the following:

¦ Evaluation of the temporary differences and utilization/ reversal of deferred tax assets and liabilities based on internal forecasts by the management and resultant impact on future taxable income of the Company.

¦ The above includes critical review of underlying assumptions for consistency and arriving at reasonable level of probability on the matters with due regard to the current and past results and performances, as required in terms of Ind AS 12 "Income Taxes" and principles in this regard.

¦ Review of management''s assumption with respect to profit in future periods and taxability thereof and placing reliance on such assumptions and projections given the current scale of operations and prevailing conditions and situations.


INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS'' REPORT THEREON

The Company''s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements, consolidated financial statements and our auditors'' reports thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available, and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report with respect to the above.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s 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 (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards notified under section 133 of the Act read with relevant rules, as amended from time to time. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing the Company''s 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 scepticism throughout the audit. We also:

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

¦ Obtain an understanding of internal 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 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 management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors'' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider

quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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

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

2. Further to our comments in the annexure referred to in the paragraph above, 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone

Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards notified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time;

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 are disqualified as on 31st March, 2023 from being appointed as a director in terms of Section 164(2) of the Act; and

f) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the internal control with reference to the standalone financial statements of the Company.

3. 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 (as amended from time to time), in our opinion and to the best of our information and according to the explanations given to us:

i. Pending litigations (other than those already recognized in the standalone financial statements) having material impact on the financial position of the Company have been disclosed in the standalone financial statements as required in terms of accounting standards and provisions of the Act- Refer note no. 36(1)(a) and 36(3)(b) to 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 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 note no. 36(19A)(ii) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies),

including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 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 note no. 36(19A)(ii) to the 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 Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on the audit procedures 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) of Companies (Audit and Auditors) Rule,2014, as amended from time to time, as provided under (a) and (b) above, contain any material misstatement;

v. As stated in note no. 36(18)(b) to the standalone financial statements, the dividend declared and paid by the Company during the year is in accordance with section 123 of the Act; and

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 , as amended from time to time, for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable with effect from 1st April, 2023 to the Company and accordingly, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, is not applicable for the financial year ended 31st March, 2023.

4. With respect to the reporting under section 197(16) of the Act to be included in the Auditors'' Report, in our opinion and according to the information and explanations given to us, the remuneration (including sitting fees) paid by the Company to its Directors during the current financial year is in accordance with the provisions of section 197 of the Act and is not in excess of the limit laid down therein.

FOR LODHA & CO

Chartered Accountants Firm''s Registration No: 301051E

sd/-R. P. SINGH

(Partner)

Place: Kolkata Membership No. 052438

Date: 11th May, 2023 UDIN: 23052438BGXSBZ6387



Mar 31, 2022

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOPINION

We have audited the accompanying standalone financial statements of Balrampur Chini Mills Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory notes for the year ended on that date (hereinafter referred to as "the Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2022, and its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in

the "Auditors'' Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended 31st March, 2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have considered the matters described below to be the key audit matters for incorporation in our report.

We have fulfilled the responsibilities described in the Auditors'' responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The result of our audit procedures, including the procedures performed to address the matters below, provide the basis for our opinion on the accompanying standalone financial statements.

Sl. No.

Key Audit Matters

Addressing the Key Audit Matters

1.

Valuation and determination of Inventory

As on 31st March, 2022, the Company has inventory of sugar with the carrying value of H 179471.85 Lakhs which forms significant part of the total assets of the Company. The inventory of sugar is valued at the lower of cost and net realizable value.

Significant judgement is involved in determining • the cost of production of sugar which is dependent upon variability in seasonal factors including number of sugarcane crushing days, recovery of sugar from cane and valuation of the products incidental to production of sugar.

Our audit procedures based on which we arrived at the conclusion regarding reasonableness of the inventory include the following:

• Evaluating the accounting policy followed for valuation of inventory of sugar and appropriateness thereof with respect to relevant Indian Accounting Standards in this respect.

• Review of the process of physical verification of sugar and its reconciliation with the book stock.

• Understanding and testing the design and operating effectiveness of controls as established by the management in determination of cost of production and net realizable value of inventory of sugar and consistency with respect to policy followed in this respect.

Sl. No.

Key Audit Matters

Addressing the Key Audit Matters

• the realizable price of sugar which is factored by minimum sale price, monthly quota and fluctuation in domestic and international selling prices.

• Assessing the adequacy of the method used, relevance and reliability of data and the systems & procedures followed for arriving at the cost of sugar inventory.

• Review of the selling price of sugar prevailing at the year end and subsequent to the same and directives of the Government concerning minimum sale price, monthly quota and initiative taken by the company ensuring the compliances thereof.

2.

Recognition of Deferred tax assets and liabilities

Deferred tax assets pertaining to MAT Credit entitlement amounting to H 13796.19 Lakhs as on 31st March, 2022, which includes amount recognised in earlier years has been continued in the books of accounts in this year. Recognition of deferred tax assets and liabilities is based on expected utilization and/ or reversal thereof considering the management''s projection of future taxable income of the company. This involves estimation of future operations and profitability based on assumptions and anticipations which may be in variance with the actual happening.

Our audit procedures based on which we arrived at the conclusion regarding reasonableness of the recognition of deferred tax assets include the following:

• Evaluation of the temporary differences and utilization/ reversal of deferred tax assets and liabilities based on internal forecasts by the management and resultant impact on future taxable income of the Company.

• The above includes critical review of underlying assumptions for consistency and arriving at reasonable level of probability on the matters with due regard to the current and past results and performances, as required in terms of Ind AS 12 ''Income Taxes'' and principles in this regard.

• Review of management''s assumption with respect to profit in future periods and taxability thereof and placing reliance on such assumptions and projections given the current scale of operations and prevailing conditions and situations.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS'' REPORT THEREON

The Company''s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements, consolidated 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 standalone financial statements, our responsibility is to read the other information identified above when it becomes available, and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report with respect to the above.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s 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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards notified under section 133 of the Act read with relevant rules, as amended. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation

of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing the Company''s 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 scepticism throughout the audit. We also:

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

• Obtain an understanding of internal 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 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 management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors'' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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

1. As required by the Companies (Auditor''s 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 A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. Further to our comments in the annexure referred to in the paragraph above, 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 standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone cash flow statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards notified under Section 133 of the Act, read with Rule 7 of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time;

e) On the basis of the written representations received from the Directors as on 31st March, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 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 with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating

effectiveness of the internal control with reference to the standalone financial statements of the Company.

3. 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 (as amended from time to time), in our opinion and to the best of our information and according to the explanations given to us:

i. Pending litigations (other than those already recognised in the standalone financial statements) having material impact on the financial position of the Company have been disclosed in the standalone financial statements as required in terms of accounting standards and provisions of the Act- refer Note No. 36(1)(a), 36(1)(b) and 36(3)(b) to 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 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 Note No. 36(19A)(ii) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any 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 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 Note No. 36(19A)(ii) to the 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 Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on the audit procedures 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 (a) and (b) above, contain any material misstatement.

v. As stated in Note No. 36(18)(b) to the standalone financial statements, the interim dividend declared and paid by the Company during the year is in accordance with section 123 of the Act.

4. With respect to the reporting under section 197(16) of the Act to be included in the Auditors'' Report, in our opinion

and according to the information and explanations given to us, the remuneration (including sitting fees) paid by the Company to its Directors during the current financial year is in accordance with the provisions of section 197 of the Act and is not in excess of the limit laid down therein.

For LODHA & CO

Chartered Accountants Firm''s Registration No.- 301051E

sd/-

R. P. SINGH

Partner

Place: Kolkata Membership No.- 052438

Date: 24th May, 2022 UDIN: 22052438AJMSMK9535


Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Balrampur Chini Mills Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), and Cash Flow Statement and the Statement of changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory notes for the year ended on that date (hereinafter referred to as “Standalone Ind AS financial statements”).

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (“ the Act”) (as amended) with respect to the preparation of these Standalone Ind AS financial statements that gives a true and fair view of the state of affairs (financial position), Profit or loss (financial performance including other comprehensive income), cash flows and changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that gives a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS financial statements based on our audit.

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

We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS financial statements are free from material misstatement.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide for our audit opinion on the Standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its Profit (financial performance including other comprehensive income) and its Cash Flows and the changes in equity for the year ended on that date.

Other Matters

The comparative Ind AS financial information of the Company for the corresponding year ended 31st March, 2017 were audited by the predecessor auditor, M/s. G. P. Agrawal & Co., who expressed unmodified opinion vide their report dated 27th May, 2017 and reliance has been placed by us on the same for the purpose of this report.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

Further to our comments in the annexure referred to in the paragraph above, 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 appears from our examination of those books;

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

d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act;

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

f) 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” Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS financial statements- Refer Note No. 38(1) to the Standalone Ind AS 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. The reporting requirement on disclosures relating to specified Bank note is not applicable to the Company for the year ended 31st March, 2018.

i) a. The Company has maintained proper records showing full particulars, including quantitative details and situations of its fixed assets.

b. During the year, fixed assets have been physically verified by the management according to a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verifications.

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, as disclosed in Note No. 4 on Property, plant and equipment to financial statements, are held in the name of the Company.

ii) As informed, the inventories of the Company, have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such physical verification.

iii) The Company has not granted any loans secured or unsecured to companies, firms or parties covered in the register maintained under section 189 of the Act. Accordingly, clause 3 (iii) of the Order is not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

v) The Company has not accepted any deposits from public covered under sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder.

vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Act in respect of the Company’s products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

vii) a. According to the information and explanations given to us, during the year, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, Value Added Tax, Cess, Goods and Services Tax (GST) and other statutory dues as applicable to it.

b. According to the information and explanations given to us, the details of disputed dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax, Goods and Services Tax (GST) and Cess, if any, as at 31st March, 2018, are as follows:

Name of the Statute

Nature of Dues

Amount (Rs. in lacs)

Period to which the amount relates

Forum where dispute is pending

The Central Sales Tax Act,1956

Central Sales Tax

1.08

2009-10

Dy. Commissioner, (Appeal) -Balrampur


viii) In our opinion and on the basis of information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or government. The Company has not issued any debentures.

ix) In our opinion and according to the 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) during the year. On the basis of our examination and according to the information and explanations given to us, money raised by way of term loans have been applied for the purpose for which the loans were obtained.

x) During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across incidence of any material fraud on or by the Company nor have we been informed of any such cases by the management.

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

xii) In our opinion and according to the 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 the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and as represented to us by the management 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) of the Order is not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Report on the Internal Financial Controls Over Financial Reporting 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 Balrampur Chini Mills Limited (“the Company”) as of 31st March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing 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 auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the standalone 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For LODHA & CO.

Chartered Accountants

Firm’s Registration No.: 301051E

sd/-

(R. P. Singh)

Place of Signature: Kolkata Partner

Date: 19th May, 2018 Membership No: 052438


Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of BALRAMPUR CHINI MILLS LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

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

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2017 and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

i. 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.

ii. 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.

iii. The Balance Sheet, the Statement of Profit and Loss, the Cash flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

iv. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

v. On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of section 164 (2) of the Act.

vi. 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”

vii. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note No. 40(1) to the standalone Ind AS financial statements.

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

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

d. The Company has provided requisite disclosures in the standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of account maintained by the Company- Refer Note No. 40(6) to the standalone Ind AS financial statements.

“Annexure A” to the Independent Auditor’s Report

Statement referred to in paragraph ‘Report on Other Legal and Regulatory Requirements’ of our report of even date to the members of Balrampur Chini Mills Limited on the Standalone Ind AS Financial Statements for the year ended 31st March, 2017.

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

b) The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets 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 our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The inventories have been physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on such physical verification.

(iii) The Company has not granted any loan, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, clauses (iii) (a), (b) and (c) of paragraph 3 of the said order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are no guarantees and securities granted in respect of which provisions of section 185 and 186 of the Companies Act, 2013 are applicable. Based on our audit procedures performed and according to information and explanations given by the management, the Company has complied with provisions of section 186 of the Act in respect of loans granted and investments.

(v) The Company has not accepted any deposit within the meaning of section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. The directives issued by the Reserve Bank of India are not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government, the maintenance of Cost records has been prescribed under section 148(1) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not required, have not made a detailed examination of such records.

(vii) (a) On the basis of our examination, the Company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, to the extent applicable, with appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2017 for a period of more than six months from the date of becoming payable.

(b) The disputed statutory dues aggregating to RS.111.70 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. No.

Name of the Statute

Nature of dues

Period to which pertain

Amount (Rs. in lacs)

Forum where the dispute is pending

1

Central Sales Tax Act, 1956

Central Sales Tax

2009-10

1.08

Dy. Commissioner, (Appeal) - Balrampur

2

Central Excise Act, 1944

Cenvat Credit

2006-08

12.77

CESTAT - New Delhi

3

Central Excise Act, 1944

Cenvat Credit

2005-06

15.69

CESTAT - New Delhi

4

Central Excise Act, 1944

Excise Duty

2003-05

82.16

CESTAT - New Delhi

Total

111.70

(viii) The Company has not defaulted in repayment of loans or borrowings to financial institutions or banks or Government. The Company has not issued any debentures.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. On the basis of our examination and according to the information and explanations given to us, money raised by way of term loans have been applied for the purpose for which the loans were obtained.

(x) 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 year.

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

(xii) In our opinion, the Company is not a nidhi company. Therefore, clause (xii) of paragraph 3 of the said order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the 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 them. Accordingly, clause (xv) of paragraph 3 of the said order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For G. P. Agrawal & Co.

Chartered Accountants

Firm’s Registration No. - 302082E

Sd/-

(CA. Sunita Kedia)

Place of Signature: Kolkata Partner

Date: 27th May, 2017 Membership No. 60162


Mar 31, 2016

The Members of

Balrampur Chini Mills Limited

Report on the standalone financial statements We have audited the accompanying standalone financial statements of BALRAMPUR CHINI

MILLS LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the

Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then

ended.

Management’s responsibility for the standalone financial statements The Company’s Board of Directors is responsible for the

matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial

statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in

accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be

included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those standards

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial

statements. The procedures selected depend on the auditor’s judgment including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers

internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in

order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness

of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as

evaluating the overall presentation of the financial statements.

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

standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone

financial statements give the information required by the Act in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March,

2016 and its profit and its cash flows for the year ended on that date.

Report on other legal and regulatory requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”)

issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”, a

statement on the matters specified in paragraphs 3 and 4 of the Order.

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

i. 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.

ii. 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.

iii. The Balance Sheet, the Statement of Profit and Loss and the Cash flow Statement dealt with by this Report are in agreement

with the books of account. iv. In our opinion, the aforesaid standalone financial statements comply with the Accounting

Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

v. On the basis of the written representations received from the directors as at 31st March, 2016 and taken on record by the

Board of Directors, none of the directors is disqualified as at 31st March, 2016 from being appointed as a director in terms of

section 164 (2) of the Act.

vi. 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”.

vii. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit

and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: a.

The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note

No. 30 (1) to the financial statements.

b. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable

losses.

c. There has been no delay in transferring amounts, required to be transferred, to the investor education and protection fund by

the Company.

Statement referred to in paragraph ‘Report on Other Legal and Regulatory Requirements’ of our report of even date to the members

of Balrampur Chini Mills Limited on the standalone financial statements for the year ended 31st March, 2016

(i) a) The Company has maintained proper records showing full particulars including quantitative details and situation of its

fixed assets.

b) The fixed assets were physically verified during the year by the management in accordance with a regular programme of

verification which, in our opinion, provides for physical verification of all the fixed assets 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 our examination of the records of the Company,

the title deeds of immovable properties are held in the name of the Company.

(ii) The inventories have been physically verified during the year by the management at reasonable intervals and no material

discrepancies were noticed on such physical verification.

(iii) The Company has not granted any loan, secured or unsecured, to companies, firms, limited liability partnerships or other

parties covered in the register maintained under section 189 of the Act. Therefore, clauses (iii) (a), (b) and (c) of paragraph 3

of the said order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are no guarantees and securities granted

in respect of which provisions of section 185 and 186 of the Companies Act, 2013 are applicable. Based on our audit procedures

performed and according to information and explanations given by the management, the Company has complied with provisions of

section 186 of the Act in respect of loans granted and investments.

(v) The Company has not accepted any deposit within the meaning of section 73 to 76 or any other relevant provisions of the Act

and the rules framed there under. The directives issued by the Reserve Bank of India are not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules

made by the Central Government, the maintenance of Cost records has been prescribed under section 148(1) of the Act and are of

the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not required,

have not made a detailed examination of such records.

(vii) a) On the basis of our examination, the Company is regular in depositing undisputed statutory dues including provident

fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory

dues,to the extent applicable, with appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were

outstanding as at 31st March, 2016 for a period of more than six months from the date of becoming payable.

b) The disputed statutory dues aggregating to Rs,112.95 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

SI Name of NATURE Period Amount Forum where the

No the statute of dues to which (Rs, in dispute is pending

pertain lacs)

1 U.P. Trade

Tax Act, 1948 Sales Tax 1990-91 0.22 Hon’ble High

Court - Luck now Bench

2 U.P. Trade

Tax Act, 1948 Sales Tax 2002-03 0.65 Jt. Commissioner,

(Appeal) – Bahraich

3 Central Sales

Tax Act, 1956 Central

Sales Tax 2009-10 1.08 Dy. Commissioner,

(Appeal) – Balrampur

4 Central Excise

Act, 1944 Cenvat

Credit 2006-08 12.77 CESTAT - New Delhi

5 Central Excise

Act, 1944 Cenvat

Credit 2006-07 0.38 Jt. Commissioner

of Central Excise,

Allahabad

6 Central

Excise

Act, 1944 Cenvat

Credit 2005-06 15.69 CESTAT - New Delhi

7 Central

Excise

Act, 1944 Excise

Duty 2003-05 82.16 CESTAT - New Delhi

Total 112.95

(viii) The Company has not defaulted in repayment of loans or borrowings to financial institutions or banks or Government. The

Company has not issued any debentures.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments)

during the year. On the basis of our examination and according to the information and explanations given to us, money raised by

way of term loans have been applied for the purpose for which the loans were obtained.

(x) 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 year.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the

Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of

section 197 read with Schedule V to the Act.

(xii) In our opinion, the Company is not a nidhi company. Therefore, clause (xii) of paragraph 3 of the said order are not

applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company,

transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such

transactions have been disclosed in the financial statements as required by the applicable accounting standards

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the

Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during

the year.

(xv) According to the 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 them. Accordingly, clause

(xv) of paragraph 3 of the said order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India

Act, 1934 are not applicable to the Company

We have audited the internal financial controls over financial reporting of BALRAMPUR CHINI MILLS LIMITED (“the Company”) as at

31st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that

date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and

maintaining internal financial controls based on the internal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities

include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for

ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its

assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the

timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our

audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting (the “Guidance Note”) and the Standards on Auditing, to the extent applicable to an audit of internal financial

controls, both issued by the ICAI. 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 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 system

over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting

included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material

weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed

risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement

of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial

reporting.

Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal

financial control over financial reporting includes those policies and procedures that:

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

dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only

in accordance with authorizations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the

Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be

detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are

subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, 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, 2016, based

on the internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the ICAI.

For G.P. AGRAWAL & CO.

Chartered Accountants

Firm’s Registration No. - 302082E

Sd/-

(CA. Sunita Kedia)

Place of Signature: Kolkata Partner

Date: 20th May, 2016 Membership No. 60162


Mar 31, 2013

Report an the financial statements

We have audited the accompany financial statements BALRAMPUR CHINI MILLS LIMITED ("the Company", which comprise the Balance Sheet as at 31st Maich 2013, the Statement of Profit and Lass and Cash Fbw Statement for the year then ended, and a summary of significant accounting policies and rther explanatory information.

Management''s responsibility for the finanebI statements Management is responsible for the reparation of these financial statemerfc that give a true and fair view of the financial position, financial performance and cashflows of the Company in accordance with the Accounting Standaids leterred to in sub-section {JO of section 211 of the Companies Act, 1956 ("the AcO. The responsibility inclines the design implementation and maintenance of internal contiol blevant to the preparation and presentation of the financial statements that give a true and feir view and an free from material misstatement, whether due to fraid or error.

Auditor''s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit We conducted ouraudrt m accordance with the Standards on Auditing bsued by the Institute of Chartered Accountants of tndb. Those Standards lequice that we comply with ethical lequicemente and pbn and perform the audit to obtain reasonable ass utance about whether the financial statement are fee from material misstatement.

An audit irwotves performing procedures to obtain aidit evidence about the amounts and disclosures in the financial statement. The pccedures selected depend on the auditors judgment, mcluimg I he assessment of the rislc of material misstatement of the financial statements, whether due to fraud or erior. In making those risk assessments, the aid tor considers internal contiol relevant to I he Company''s preparation and fair piesentatbn of the financial statements in order to design aulit proceduies that are appropriate in the circumstances. An aid it also inc tides evoltHtir* the appropriateness of accountirf policies used and the reasonableness of the accounting estimates erode by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is s ufficient and appropriate to provide a basis tor our audit opinion

Opinion

In our opinion and to the best of our information and accoidir? to the explanations given to us, the 1 inane bI statements g we the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted tn Indta:

(a) in the case of the Balance Sheet, of the state of affairs of the Compare as at 31st March 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Plow Statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1 As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"} issued by the Central Government of Inde interms of sub-section (4A} of section 227 of the Act, vw giw in the Annexuie a statement on the matters specified in paragraphs A and 5of the Older.

2. As required by section 227(3) of the Act, m report that:

a) we have obtained atl the information and expfetnation which to the best of our knowledge and belief m re necessary for the purpose of our audit;

b) in our opinion proper boohs of account as required by law have been kept by the Compare so far as appears from our sjsmination of those bools;

c) the Balance Sheet, Statement of Piofit and Loss, and Cash Fbw Statement dealt with by this Rieport are in agreement with the bools of account.

d) in our opinion the Babnce Sheet, Statement of Prdit and Loss, and Cash Fbw Statement comply with the Accounting Standaids referred to in sub-section (3C) ot section 211 of the Act;

e) on the basis of written re presentations receiwd from the diiectors as on 31st Mach 2013, and taken on lecord by the Beard d Diiectors, none of the diiectors e disqualfied as on 31st Nbrch, 2013, from being appointed as a dilector in terms of claise (g) of sub-section (1) d section 274 of the Act.

Statement referred to in our report of even date to the members of BALRAMPUR CHIN I MILLS LIMITED on the financial statements for the year ended 31st March, 2013.

(i) a) The Company has maintained proper records showing full particulars including q uantitative details and situation of its fixed assets.

b) The fixed assets weie physically verified during the year by the management in accordance with a tegular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. Accoiding to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off substantial part of its fixed assets.

(ii) a) The inventories have been physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management are teasonable and adequate in relation to the size of the Company and nature of its business.

c) On the basis of our examination, we ate of the opinion that the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book tecords.

(iii) a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the tegister maintained under section 301 of the Act.

b) As the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act, clauses (iii) (b) to (iii)(d) of paragraph 4 of the said older ate not applicable to the Company.

c) The Company has not taken any ban, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

d) As the Company has not taken any ban, secured or unsecured, from companies, firms or other parties covered in the register maintained under sectbn 301 of the Act, clauses (iii) (f) and (iii) (g) of paragraph 4 of the said older aie not applicable to the Company.

(iv) On the basis of the information and explanation given to us, we are of the opinbn that the Company has an adequate internal contra I system commensurate with the size of the Company and the nature of its business forthe purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examinatbn and according to the information and explanations given to us, we have neithercome across nor have we been informed of any instance of major weaknesses in the afoiesaid internal control system.

(v) a) According to the information and explanations given to us,there is no contract or arrangement that needs to be enteied in the register requited to be maintained under section 301 of the Act.

b) As the Company has not entered into any contract or arrangement that needs to be entered in the register req uired to be maintained under section 301 of the Act, clause (v) (b) of paragraph 4 of the said order is not applicable to the Company.

(vi) The Company has not accepted any deposit within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

(vii) In our opinion, the internal audit system of the Company is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where puisuant to the rules made by the Centra I Government, the maintenance of Cost recoids has been prescribed under section 209(1 )(d) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not requited, have not made a detailed examination of such recoids.

(ix) a) On the basis of our examination, the Company is tegular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess, Investor Education and Protection Fund, Wealth Tax and other statutory dues with appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of mote than six months from the date of becoming payable. On the basis of our information, the provisions of Employees'' State Insurance Act are not applicable to the Company.

b) The disputed statutory dues aggiegating to Rs. 751.05 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

SL No. Name of the Statute Nature of dues Period to which pertain Amount (Rs. in Lacs) Forum (Where the dispute is pending)

1 U.P.Trade Tax Act, 1948 Sales Tax 1990-91 0.22 Hon''ble High Court, Lucknow

2 U.P.Trade Tax Act, 1948 Sales Tax 2002-03 0.65 Jt. Commissioner, Appeal Bahraich

3 Tax on Entry of Goods Act, 2007 Entry Tax 2008-12 9.16 Additional Commissioner Gonda

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

(xi) The Company has not defaulted in payment of dues to financial institutions or banks. The Company has not issued any debentures.

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

(xiii) The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in securities. The Company has maintained proper records of transactions and contracts in respect of investment in shares and securities and timely entries have been made therein. All shares, securities and other investments are held by the Company in its own name.

(xv) On the basis of our examination and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions.

(xvi) On the basis of our examination and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investments.

(xviii) The Company has not made any preferential issue of shares.

(xix) The Company has not issued any debentures. Therefore, the provisions of Clause (xix) of paragraph 4 of the order are not applicable to the Cmpany.

(xx) The Company has not raised any moneys by public issue during the year covered by our audit report.

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially mis-stated.

For G.P. AGRAWAL & CO.

Chartered Accountants

Firm''s Registration No. - 302082E

(CA. Ajay Agrawal)

Place: Kolkata Partner

Date: 10th May, 2013. Membership No. 17643


Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (the 'Act') and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph

3 above, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in compliance with the applicable Accounting Standards referred to in Section 211 (3C) of the Act.

e) On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors of the Company, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub- Section (1) of Section 274 of the Act.

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date, and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

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

b) As explained to us, the Company has a programme of physically verifying all its fixed assets once in a period of three years, and in accordance therewith, major portion of fixed assets were physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of its business. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

c) During the year, the Company has not disposed off substantial part of its fixed assets.

ii) a) The inventories have been physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii) a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) As the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act, clauses (iii) (b) to (iii)(d) of paragraph 4 of the said order are not applicable to the Company.

c) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

d) As the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act, clauses (iii) (f) and (iii) (g) of paragraph 4 of the said order are not applicable to the Company.

iv) On the basis of the information and explanation given to us, we are of the opinion that the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control system.

v) a) According to the information and explanations given to us, there is no contract or arrangement that needs to be entered in the register required to be maintained under Section 301 of the Act.

b) As the Company has not entered into any contract or arrangement that needs to be entered in the register required to be maintained under Section 301 of the Act, clause (v)(b) of paragraph 4 of the said order is not applicable to the Company.

vi) The Company has not accepted any deposit within the meaning of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

vii) In our opinion, the internal audit system of the Company is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government, the maintenance of Cost records has been prescribed under Section 209(1)(d) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not required, have not made a detailed examination of such records.

ix) a) On the basis of our examination, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess, Investor Education and Protection Fund, Wealth Tax and other statutory dues with appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable. On the basis of our information, the provisions of Employees' State Insurance Act are not applicable to the Company.

b) The disputed statutory dues aggregating to Rs 352.35 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the statute Nature of dues Period to which Amount Forum (Where the dispute is pending) No. pertain (Rs.in Lacs)

1 Central Excise Act, 1944 Cenvat Credit 2005-07 15.69 Addl. Commissioner - Allahabad

2 Central Excise Act, 1944 Cenvat Credit 2006-10 4.23 Commissioner (Appeals) Central Excise - Allahabad

3 Central Excise Act, 1944 Excise Duty 2003-04 1.13 Commissioner of Central Excise (Appeals) - Allahabad

4 Central Excise Act, 1944 Excise Duty 2003-04 6.57 CESTAT - New Delhi

5 Central Excise Act, 1944 Excise Duty 2003-04 3.08 High Court - Allahabad

6 Central Excise Act, 1944 Excise Duty 2007-08 2.88 Jt. Commissioner of Central Excise - Allahabad

7 Central Excise Act, 1944 Excise Duty 2006-07 5.75 Jt. Commissioner of Central Excise - Allahabad

8 Central Excise Act, 1944 Excise Duty 2006-07 1.25 Commissioner (Appeals) - Allahabad

9 Central Excise Act, 1944 Excise Duty 2007-08 4.82 Commissioner (Appeals) - Allahabad

10 Central Excise Act, 1944 Excise Duty 2009-10 4.91 Asst. Commissioner - Sitapur

11 Central Excise Act, 1944 Excise Duty 2011-12 0.61 CESTAT- New Delhi

12 Central Excise Act, 1944 Excise Duty 2009-10 34.72 High Court Allahabad - Lucknow Bench

13 Central Excise Act, 1944 Excise Duty 2003-05 82.16 Jt. Commissioner (Adj.) Central Excise - Allahabad

14 Finance Act, 1994 Service Tax 2006-08 2.13 CESTAT - New Delhi

15 Central Excise Act, 1944 Cenvat Credit 2010-11 1.63 Commissioner (Appeals) Central Excise - Allahabad

16 Central Excise Act, 1944 Cenvat Credit 2011-12 0.57 Superindent. Central Excise - Gonda

17 Entry Tax Act, 2008 Entry Tax 2010-11 8.00 Jt. Commissioner Commercial Taxes

18 Sugar Incentive Scheme, 2004 of U.P. Govt. Entry Tax 2007-08 14.63 High Court - Lucknow

19 The Indian Stamp Act, 1899 Stamp Duty 2002 5.29 High Court - Lucknow

20 The Indian Stamp Act, 1899 Stamp Duty 2009 68.76 District Magistrate - Barabanki

21 The Indian Stamp Act, 1899 Stamp Duty 1992 5.09 District Magistrate - Barabanki

22 The Indian Stamp Act, 1899 Stamp Duty 1997,1999 & 2008 44.50 High Court Allahabad - Lucknow Bench

23 The Indian Stamp Act, 1899 Stamp Duty 1995-96 12.60 High Court Allahabad - Lucknow Bench

24 The Indian Stamp Act, 1899 Stamp Duty 1994 19.32 High Court Allahabad - Lucknow Bench

25 U.P.Trade Tax Act, 1948 Sales Tax 1990-91 0.22 High Court

26 U.P.Trade Tax Act, 1948 Sales Tax 2002-03 0.65 Jt. Commissioner (Appeal)

27 U.P.Trade Tax Act, 1948 Sales Tax 2007-08 0.89 Asst. Dy. Commissioner

28 Entry Tax Act, 2000 Entry Tax 2007-08 0.27 Asst. Dy. Commissioner Total 352.35

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

xi) The Company has not defaulted in payment of dues to a financial institution or bank or debenture- holders.

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

xiii) The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in securities. The Company has maintained proper records of transactions and contracts in respect of shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

xv) On the basis of our examination and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institution.

xvi) On the basis of our examination and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term purposes.

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

xix) The Company has not issued any debentures.

xx) The Company has not raised any moneys by public issue during the year covered by our audit report.

xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially mis-stated.

For G. P. Agrawal & Co.

Chartered Accountants

F.R. No. 302082E

(C.A. Ajay Agrawal

Place: Kolkata Membership No. 17643)

Date: 28th May, 2012. Partner


Mar 31, 2011

1. We have audited the attached Balance Sheet of BALRAMPUR CHINI MILLS LIMITED as at 31st March, 2011 and also the Profit & Loss Account and the Cash Flow Statement for 18 months period ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in compliance with the applicable Accounting Standards referred to in Section 211 (3C) of the Act.

e) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors of the Company, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011,

ii) in the case of the Profit & Loss Account, of the PROFIT for the 18 months period ended on that date, and

iii) in the case of the Cash Flow Statement, of the cash flows for the 18 months period ended on that date.

Annexure to the Auditors Report Statement referred to in our report of even date to the members of BALRAMPUR CHINI MILLS LIMITED on the accounts for the 18 months period ended 31st March, 2011.

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

b) As explained to us, the Company has a programme of physically verifying all its fixed assets once in a period of three years and in accordance therewith, major portion of fixed assets were physically verified by the management during the period. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of its business. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

c) During the period, the Company has not disposed off substantial part of its fixed assets.

ii) a) The inventories have been physically verified during the period by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii) a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) As the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act, clauses (iii) (b) to (iii)(d) of paragraph 4 of the said order are not applicable to the Company.

c) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

d) As the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act, clauses (iii) (f) and (iii) (g) of paragraph 4 of the said order are not applicable to the Company.

iv) On the basis of the information and explanation given to us, we are of the opinion that the Company has an adequate internal control system commensurate with the size of the Company and

the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control system.

v) a) According to the information and explanations given to us, there is no contract or arrangement that needs to be entered in the register required to be maintained under section 301 of the Act.

b) As the Company has not entered into any contract or arrangement that needs to be entered in the register required to be maintained under section 301 of the Act, clause (v)(b) of paragraph 4 of the said order are not applicable to the Company.

vi) The Company has not accepted any deposit within the meaning of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

vii) In our opinion, the internal audit system of the Company is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government, the maintenance of Cost records has been prescribed under Section 209(1)(d) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not required, have not made a detailed examination of such records.

(ix) a) On the basis of our examination, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess, Investor Education and Protection Fund, Wealth Tax and other statutory dues with appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable. On the basis of our information, the provisions of Employees State Insurance Act are not applicable to the Company.

b) The disputed statutory dues aggregating to Rs.1088.01 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the Nature of dues Period to which Amount No. statute pertain (Rs.in Lacs)

1 Central Excise Act, 1944 Cenvat Credit 2007-08 2.06

2 Central Excise Act, 1944 Cenvat Credit 2008-10 2.40

3 Central Excise Act, 1944 Cenvat Credit 2010-11 1.20

4 Central Excise Act, 1944 Cenvat Credit 2005-07 15.69

5 Central Excise Act, 1944 Cenvat Credit 2005-06 to 2009-10 99.94

6 Central Excise Act, 1944 Cenvat Credit 2006-10 4.23

7 Central Excise Act, 1944 Excise Duty 1995-96 0.58

8 Central Excise Act, 1944 Excise Duty 2003-04 1.03

9 Central Excise Act, 1944 Excise Duty 2009-10 11.00

10 Central Excise Act, 1944 Excise Duty 2003-04 to 2008-09 146.66

11 Central Excise Act, 1944 Excise Duty 2008-10 4.08

12 Central Excise Act, 1944 Excise Duty 1998-2000 1.02

13 Central Excise Act, 1944 Excise Duty 2005-06 4.80

14 Central Excise Act, 1944 Excise Duty 2003-04 6.57

15 Central Excise Act, 1944 Excise Duty 2003-04 3.08 16 Central Excise Act, 1944 Excise Duty 2007-08 2.88

17 Central Excise Act, 1944 Excise Duty 2006-07 5.75

18 Central Excise Act, 1944 Excise Duty 2006-07 1.25

19 Central Excise Act, 1944 Excise Duty 2007-08 4.82

20 Central Excise Act, 1944 Excise Duty 2008-10 1.47

21 Central Excise Act, 1944 Excise Duty 2008-09 0.77 22 Central Excise Act, 1944 Excise Duty 2009-10 4.91

23 Central Excise Act, 1944 Excise Duty 2009-10 4.61

24 Central Excise Act, 1944 Excise Duty 2009-10 34.72 25 Central Excise Act, 1944 Excise Duty 2003-05 82.16

26 Central Excise Act, 1944 Service Tax 2006-08 2.13

27 U.P.Trade Tax Act, 1948 Sales Tax 1990-91 0.22 28 U.P.Trade Tax Act, 1948 Sales Tax 2002-03 0.65

29 U.P.Trade Tax Act, 1948 Sales Tax 2007-08 0.89

30 U.P.Trade Tax Act, 1948 Entry Tax 2007-08 0.27

31 Entry Tax Act, 2008 Entry Tax 2010-11 8.00

32 The Indian Stamp Act, 1899 Stamp Duty 2002 5.29

33 The Indian Stamp Act, 1899 Stamp Duty 2006-07 11.04

34 The Indian Stamp Act, 1899 Stamp Duty 2009 78.19

35 The Indian Stamp Act, 1899 Stamp Duty 1992 5.09

36 The Indian Stamp Act, 1899 Stamp Duty 1997, 1999 & 2008 44.50

37 The Indian Stamp Act, 1899 Stamp Duty 2010 370.20

38 The Indian Stamp Act, 1899 Stamp Duty 1995-96 12.60

39 The Indian Stamp Act, 1899 Stamp Duty 1994 19.32

40 Sugar Incentive Scheme, 2004 of U.P. Govt. Entry Tax 2007-08 64.54

41 U.P. Zamindari Abolition and Land Reforms Act, 1950 Land Rent 2003 17.40

Total 1088.01



Sl. Appellate Tribunal - New Delhi No.

1 Asst. Commissioner of Central Excise - Lucknow

2 Commissioner of Central Excise - Lucknow

3 Asst. Commissioner of Central Excise - Lucknow

4 Addl. Commissioner - Allahabad

5 CESTAT- New Delhi 6 Commissioner (Appeals) Central Excise - Allahabad

7 Commissioner of Central Excise - Faizabad

8 Commissioner of Central Excise (Appeals) - Allahabad

9 High Court Allahabad - Lucknow Bench

10 Appellate Tribunal - New Delhi

11 High Court Allahabad - Lucknow Bench

12 Jt./Dy. Commissioner of Central Excise - Allahabad

13 Asst.Commissioner of Central Excise - Lucknow

14 Tribunal - New Delhi

15 High Court - Allahabad

16 Jt. Commissioner of Central Excise - Allahabad

17 Jt. Commissioner of Central Excise - Allahabad

18 Commissioner (Appeals) - Allahabad

19 Commissioner (Appeals) - Allahabad

20 Commissioner (Appeals) - Lucknow

21 Asst. Commissioner - Sitapur

22 Asst. Commissioner - Sitapur

23 Asst. Commissioner - Sitapur

24 High Court Allahabad - Lucknow Bench

25 Jt. Commissioner (Adj.) Central Excise - Allahabad

26 Tribunal - New Delhi

27 High Court

28 Jt. Commissioner (Appeal)

29 Asst. Dy. Commissioner

30 Asst. Dy. Commissioner

31 Jt. Commissioner Commercial Taxes

32 High Court - Lucknow

33 ADM Balrampur

34 District Magistrate - Barabanki

35 District Magistrate - Barabanki

36 High Court Allahabad - Lucknow Bench

37 Addl. District Magistrate - Gonda

38 High Court Allahabad - Lucknow Bench

39 High Court Allahabad - Lucknow Bench

40 High Court - Lucknow

41 Tehsildar - Gonda



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

xi) The Company has not defaulted in payment of dues to a financial institution or bank or debenture- holders.

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

xiii) The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in securities. The Company has maintained proper records of transactions and contracts in respect of shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

xv) On the basis of our examination and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institution.

xvi) On the basis of our examination and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term purposes.

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

xix) The Company has not issued any debentures.

xx) The Company has not raised any moneys by public issue during the period covered by our audit report.

xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period that causes the financial statements materially misstated.

For G. P. Agrawal & Co. Chartered Accountants F.R. No. 302082E



7A, Kiran Shankar Ray Ro ad, (CA. Sunita Kedia Kolkata - 700 001. Membership No. 60162) 13th May, 2011. Partner


Sep 30, 2009

1. We have audited the attached Balance Sheet of BALRAMPUR CHINI MILLS LIMITED as at 30th September, 2009, the relative Profit & Loss Account and the Cash Flow Statement for the year ended on that date, all of which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 (as amended), issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

d) In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable Accounting Standards referred to in Section 211 (3C) of the Act.

e) On the basis of written representations received from the Directors, as on 30th September, 2009 and taken on record by the Board of Directors of the Company, none of the Directors is disqualified as on 30th September, 2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement together with the Notes thereon and attached thereto, give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th September, 2009,

ii) in the case of the Profit & Loss Account, of the PROFIT for the year ended on that date, and

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even date to the members of BALRAMPUR CHINI MILLS LIMITED on the accounts for the year ended 30th September, 2009.

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

b) As explained to us, the Company has a programme of physically verifying all its fixed assets once in a period of three years, and in accordance therewith, major portion of fixed assets were physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of its business. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

c) During the year, the Company has not disposed off substantial part of its fixed assets.

ii) a) The inventories have been physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) As the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act, clauses (iii) (b) to (iii) (d) of paragraph 4 of the said order are not applicable to the Company.

c) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

d) As the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act, clauses (iii) (0 and (iii) (g) of paragraph 4 of the said order are not applicable to the Company.

iv) On the basis of the information and explanation given to us, we are of the opinion that the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

v) a) Based on the audit procedure applied by us and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

b) In our opinion and according to the information and explanations given to us. the transactions made in pursuance of such contracts have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

vi) The Company has not accepted any deposit within the meaning of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

vii) In our opinion, the internal audit system of the Company is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government, the maintenance of Cost records has been prescribed under Section 209(1) (d) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not required, have not made a detailed examination of such records.

ix) a) On the basis of our examination, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess, Investor Education and Protection Fund, Wealth Tax and other statutory dues with appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 30th September, 2009 for a period of more than six months from the date of becoming payable. On the basis of our information, the provisions of Employees State Insurance Act are not applicable to the Company.

b) The disputed statutory dues aggregating to Rs.1527.40 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the Nature of dues Period to which Amount No. statute pertain (Rs. in Lacs)

1. Central Excise Act, 1944 Excise Duty 1995-96 7.96

2. Central Excise Act, 1944 Excise Duty 1998 to 00 1.82

3 Central Excise Act, 1944 Excise Duty 2003-04 1.03

4. Central Excise Act, 1944 Excise Duty 2003-04 9.65

5. Central Excise Act, 1944 Excise Duty 2005-06 4.80

6. Central Excise Act, 1944 Excise Duty 2005-06 2.82

7. Central Excise Act, 1944 Excise Duty 2006-07 20.23

8. Central Excise Act, 1944 Excise Duty 2006-07 5.75

9. Central Excise Act, 1944 Excise Duty 2006-07 2.97

10. Central Excise Act, 1944 Excise Duty 2007-08 2.88

11. Central Excise Act, 1944 Excise Duty 2007-08 0.75

12. CentraF Excise Act, 1944 Excise Duty 2007-08 3.04

13 Central Excise Act, 1944 Excise Duty 2007-08 4.82

14. Central Excise Act, 1944 Excise Duty 2008-09 2.21

15. U.P. Sheera Niyantran Administrative 1996 to 09 1391.26 Adhiniyam, 1964 Charges on Molasses

16.U.P. Trade Tax Act, 1948 Sales Tax 1990-91 0.22

17. U.P. Trade Tax Act, 1948 Sales Tax 2000-03 6.65

18. New Sugar Industry Entry Tax 2007-08 64.54 Promotion Policy, 2004 of Govt of Uttar Pradesh

Total 1527.40



Name of the Statue Authorities (Where the dispute is pending)

Central Excise Act, 1944 Commissioner of Central Excise. Central Excise Act, 1944 Jt. Commissioner of Central Excise. Central Excise Act, 1944 Commissioner of Central Excise. Central Excise Act, 1944 Tribunal.

Central Excise Act, 1944 Assistant Commissioner of Central Excise. Central Excise Act, 1944 Commissioner of Central Excise. Central Excise Act, 1944 Addl. Commissioner of Central Excise. Central Excise Act, 1944 Jt. Commissioner of Central Excise. Central Excise Act, 1944 Commissioner of Central Excise. Central Excise Act, 1944 Jt. Commissioner of Central Excise. Central Excise Act, 1944 Asst. Commissioner of Central Excise. CentraF Excise Act, 1944 Commissioner of Central Excise. Central Excise Act, 1944 Addl. Commissioner of Central Excise. Central Excise Act, 1944 Commissioner of Central Excise.

U.P. Sheera Niyantran Adhiniyam, 1964 Molasses High Court.

U.P. Trade Tax Act,1948 High Court.

U.P. Trade Tax Act, 1948 Joint Commissioner (Appeals).

New Sugar Industry Promotion Policy, 2004 of Govt of Uttar Pradesh High Court.

Total

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

xi) The Company has not defaulted in payment of dues to a financial institution or bank or debenture- holders.

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

xiii) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to the Company.

xiv) The Company is not dealing or trading in shares, securities, debentures or other investments. However, the investments made by the Company in shares and other securities are held by the Company in its own name.

xv) On the basis of our examination and according to the information and explanations given to us, the Company has given guarantee for loan taken by a Subsidiary from a bank the terms and conditions whereof are not prejudicial to the interest of the Company.

xvi) On the basis of our examination and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term purposes.

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

xix) The Company has not issued any debentures.

xx) The Company has not raised any money by public issue during the year covered by our audit report.

xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially misstated.

For G. P. Agrawal & Co. Chartered Accountants

7A, Kiran Shankar Ray Road, (CA. Sunita Kedia

Kolkata - 700 001 (Membership No. 60162)

25th November, 2009. Partner

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