Mar 31, 2023
To the Members of Chambal Fertilisers and Chemicals Limited
Report on the Audit of the Standalone Financial Statements
Opinion
1. We have audited the accompanying standalone financial statements of Chambal Fertilisers and Chemicals Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2023, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements").
2. 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.
Basis for Opinion
3. 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 "Auditor''s 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 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 Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements of the current period. 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.
Key audit matter |
How our audit addressed the key audit matter |
Assessment of implications of government policies/ notifications on recognition of subsidy revenue and its recoverability [Refer to the accompanying notes 2(b)(xvi)(a), 8(B), 17, 31 and 50(d) of the Standalone Financial Statements.] During the year, the Company has recognised subsidy revenue amounting to Rs. 20,593.68 Crore and the aggregate amount of subsidy receivable as at March 31, 2023 is Rs. 1,640.70 Crore. The amount of subsidy revenue and the subsidy receivable are significant to the Standalone Financial Statements. We identified this as a Key Audit Matter since the recognition of subsidy revenue and the assessment of recoverability of the related subsidy receivables is subject to significant judgements of the management. Further, the areas of subjectivity and judgement include interpretation and satisfaction of conditions specified in the notifications/ policies in the estimation of timing and amount of recognition of subsidy revenue, likelihood of recoverability and allowance in relation to the outstanding subsidy receivables. |
Our procedures included the following: ⢠We understood and evaluated the design and tested the operating effectiveness of controls as established by management in recognition of subsidy revenue and assessment of the recoverability of subsidy receivables. ⢠We evaluated the management''s assessment regarding reasonable certainty of complying with the relevant conditions as specified in the notifications/policies. ⢠We considered the relevant notifications/policies issued by various authorities to ascertain the appropriateness of the recognition of subsidy revenue and adjustments to subsidy already recognised in earlier years pursuant to changes in subsidy rates. ⢠We evaluated the basis ofjudgements that management has made in relation to the notifications/policies including past precedence and subsequent evidence in the form of notifications/policies/clarifications, as applicable. ⢠We assessed the reasonableness of recoverability of subsidy receivable by assessing the management''s analysis and information used to determine the recoverability of subsidy receivable, ageing of receivables and historical trends. ⢠We evaluated adequacy of disclosures in the Standalone Financial Statements. Based on the above procedures performed, the management''s assessment of implications of government notifications/policies on recognition of subsidy revenue and the recoverability were considered to be reasonable. |
5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the Standalone Financial Statements and our auditor''s 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 and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the Standalone Financial Statements
6. 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 Accounting Standards specified 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
7. In preparing the Standalone Financial Statements, management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s responsibilities for the audit of the Standalone Financial Statements
8. 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 auditor''s 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.
9. As part of an audit in accordance with SAs, we exercise professional judgement 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 control.
⢠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 with reference to financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by 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 auditor''s 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 auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
10. 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.
11. 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.
12. 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 auditor''s 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
13. 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.
14. 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 Statement of Cash Flows 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 Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31,2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023, from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
(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 (as amended), 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 financial statements - Refer Note 25 to the Standalone Financial Statements;
ii. The Company was not required to recognise a provision as at March 31,2023 under the applicable law or accounting standards, as it does not have any material foreseeable losses on long-term contract. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on derivative contracts -Refer Note 14C to the Standalone Financial Statements;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.
iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to the
accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 (Refer Note 52(vii) to the financial statements);
(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to the accounts, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 52(vii) to the standalone financial statements); and
(c) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.
v. The dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act.
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for books of account to have the feature of audit trail, edit log and related matters in the accounting software used by the Company, is applicable to the Company only with effect from financial year beginning April 1,2023, the reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable.
15. 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.
For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016Abhishek Rara Partner
Place : New Delhi Membership Number: 077779
Date : May 26, 2023 UDIN: 23077779BGXZRI6659
Mar 31, 2022
Report on the Audit of the Standalone financial statements
Opinion
1. We have audited the accompanying standalone financial statements of Chambal Fertilisers and Chemicals Limited (âthe Company"), which comprise the Balance Sheet as at March 31,2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as âStandalone Ind AS Financial Statements").
2. 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 Companies Act, 2013 (âthe 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 March 31,2022, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.
Basis for Opinion
3. 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 âAuditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter |
How our audit addressed the key audit matter |
Assessment of implications of government policies/ notifications on recognition of subsidy revenue and its recoverability [Refer to the accompanying notes 2(b)(xvi)(a), 8(B), 17, 31 and 53(d) of the Standalone Ind AS Financial Statements.] During the year, the Company has recognised subsidy revenue amounting to Rs. 11,338.78 Crore and the aggregate amount of subsidy receivable as at March 31, 2022 is Rs. 2,102.54 Crore. The amount of subsidy revenue and the subsidy receivable are significant to the Standalone Ind AS Financial Statements. We identified this as a Key Audit Matter since the recognition of subsidy revenue and the assessment of recoverability of the related subsidy receivables is subject to significant judgements of the management. Further, the areas of subjectivity and judgement include interpretation and satisfaction of conditions specified in the notifications/ policies in the estimation of timing and amount of recognition of subsidy revenue, likelihood of recoverability and allowance in relation to the outstanding subsidy receivables. |
Our procedures included the following: ⢠We understood and evaluated the design and tested the operating effectiveness of controls as established by management in recognition of subsidy revenue and assessment of the recoverability of subsidy receivable. ⢠We evaluated the management''s assessment regarding reasonable certainty of complying with the relevant conditions as specified in the notifications/policies. ⢠We considered the relevant notifications/policies issued by various authorities to ascertain the appropriateness of the recognition of subsidy revenue and adjustments to subsidy already recognised in earlier years pursuant to changes in subsidy rates. ⢠We evaluated the basis of judgements that management has made in relation to the notifications/policies including past precedence and subsequent evidence in the form of notifications/policies/clarifications, as applicable. ⢠We assessed the reasonableness of the recoverability of subsidy receivable by assessing the management''s analysis and information used to determine the recoverability of subsidy receivable, ageing of receivables and historical trends. ⢠We evaluated adequacy of disclosures in the Standalone Ind AS Financial Statements. Based on the above procedures performed, the management''s assessment of the implications of government notifications/ policies on recognition of subsidy revenue and its recoverability was considered to be reasonable. |
Other Information
5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the Standalone Ind AS Financial Statements and our auditor''s report thereon. Our opinion on the Standalone Ind AS 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 Ind AS Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the Standalone Ind AS Financial Statements
6. 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 Ind AS 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 Accounting Standards specified 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
7. In preparing the Standalone Ind AS Financial Statements, management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s responsibilities for the audit of the Standalone Ind AS Financial Statements
8. Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s 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 Ind AS Financial Statements.
9. 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 Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by 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 auditor''s report to the related disclosures in the Standalone Ind AS 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 auditor''s 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 Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
10. 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.
11. 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.
12. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s 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
13. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the âAnnexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
14. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows 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 Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2022 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 financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure B".
(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 (as amended), 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 25 to the Standalone Ind AS Financial Statements;
ii. The Company was not required to recognise a provision as at March 31,2022 under the applicable law or accounting standards, as it does not have any material foreseeable losses on long-term contracts. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on derivative contracts -Refer Note 14C to the Standalone Ind AS Financial Statements;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31,2022.
iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to the
accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (âIntermediaries"), 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 (âUltimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 52 (vii) to the financial statements);
(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to the accounts, no funds have been received by the Company from any persons or entities, including foreign entities (âFunding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 52 (vii) to the Standalone Ind AS Financial Statements); and
(c) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.
v. The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.
15. 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.
For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016 Chartered Accountants
Pramit Agrawal Partner
Place of the Signature : New Delhi Membership Number: 099903
Date : May 19, 2022 UDIN: 22099903AJFOUR6558
Mar 31, 2021
Report on the audit of the Standalone financial statements
Opinion
1. We have audited the accompanying standalone financial statements of Chambal Fertilisers and Chemicals Limited ("the Company"), which comprise the balance sheet as at March 31, 2021, and the statement of Profit and Loss (including Other Comprehensive Income), Statement of changes in equity and Statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Ind AS Financial Statements").
2. 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 Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2021, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.
Basis for opinion
3. 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 Auditor''s Responsibilities for the Audit of the Standalone Ind
AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter |
How our audit addressed the key audit matter |
Assessment of implications of government policies/ notifications on recognition of subsidy revenue and its recoverability [Refer to the accompanying notes 2(b)(xvi)(a), 8(B), 17, 32 and 53(d) of the Standalone Ind AS Financial Statements.] During the year, the Company has recognised subsidy revenue amounting to Rs. 7,279.84 Crore and the aggregate amount of subsidy receivable as at March 31, 2021 is Rs.1,103.54 Crore. The amount of subsidy revenue and the balance receivable are significant to the Standalone Ind AS Financial Statements. We focused on this area since the recognition of subsidy revenue and the assessment of recoverability of the related subsidy receivables is subject to significant judgements of the management. The areas of subjectivity and judgement include interpretation and satisfaction of conditions specified in the notifications/ policies in the estimation of timing and amount of recognition of subsidy revenue, likelihood of recoverability and allowance in relation to the outstanding subsidy receivables. |
Our procedures included the following: ⢠We understood and evaluated the design and tested the operating effectiveness of controls as established by management in recognition of subsidy revenue and assessment of the recoverability of outstanding subsidy. ⢠We evaluated the management''s assessment regarding reasonable certainty of complying with the relevant conditions as specified in the notifications/policies. ⢠We considered the relevant notifications/policies issued by various authorities to ascertain the appropriateness of the recognition of subsidy revenue and adjustments to subsidy already recognised in earlier years pursuant to changes in subsidy rates. ⢠We also understood the basis of judgements that management has made in relation to the notifications/ policies including past precedence and subsequent evidence, as applicable. ⢠We assessed the reasonableness of the recoverability of subsidy receivable by reviewing the management''s analysis and information used to determine the recoverability of subsidy receivable, ageing of receivables and historical trends. ⢠We evaluated adequacy of disclosures in the Standalone Ind AS Financial Statements. Based on the above procedures performed, the management''s assessment of the implications of government notifications/ policies on recognition of subsidy revenue and its recoverability was considered to be reasonable. |
5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the Standalone Ind AS Financial Statements and our auditor''s report thereon. Our opinion on the Standalone Ind AS 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 Ind AS Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the Standalone Ind AS Financial Statements
6. 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 Ind AS 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 Accounting Standards specified 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
7. In preparing the Standalone Ind AS Financial Statements, management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s responsibilities for the audit of the Standalone Ind AS Financial Statements
8. Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s 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 Ind AS Financial Statements.
9. 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 Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by 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 auditor''s report to the related disclosures in the Standalone Ind AS 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 auditor''s 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 Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
10. 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.
11. 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.
12. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s 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
13. 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, to the extent applicable.
14. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows 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 Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31,2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2021 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 financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
(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 26 to the Standalone Ind AS Financial Statements;
ii. The Company has long-term contracts as at March 31,2021 for which there were no material foreseeable losses. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on derivative contracts - Refer Note 14C to the Standalone Ind AS Financial Statements.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31,2021.
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31,2021.
15. 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.
For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016Pramit Agrawal Partner
Place : New Delhi Membership Number - 099903
Date : May 10, 2021 UDIN: 21099903AAAAEN1570
Mar 31, 2018
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Chambal Fertilisers and Chemicals Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe Standalone Ind AS Financial Statementsâ).
Managementâs Responsibility for the Standalone Ind AS Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Standalone Ind AS Financial Statements to give a true and fair view of the financial position, 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 specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) made 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including 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.
5. 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 and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.
6. 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 auditorâs 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 Companyâs 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 Companyâs Directors, as well as evaluating the overall presentation of the Standalone Ind AS Financial Statements.
7. 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
8. 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, of the state of affairs of the Company as at March 31, 2018, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
9. The Standalone Ind AS Financial Statements of the Company for the year ended March 31, 2017, were audited by another firm of chartered accountants under the Companies Act, 2013 who, vide their report dated May 20, 2017, expressed an unmodified opinion on those financial statements. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
10. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (âthe Orderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.
11. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the 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 specified under Section 133 of the Act.
(e) On the basis of the written representations received from the Directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 with reference to Standalone Ind AS Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B.
(g) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its Standalone Ind AS Financial Statements - Refer Note 25(i) of the Standalone Ind AS Financial Statements.
ii. The Company has long-term contracts including derivative contracts as at March 31, 2018 for which there were no 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 during the year ended March 31, 2018.
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.
Annexure A to Independent Auditorâs Report
Referred to in paragraph 10 of the Independent Auditorâs Report of even date to the members of Chambal Fertilisers and Chemicals Limited on the Standalone Ind AS Financial Statements as of and for the year ended March 31, 2018
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets have been physically verified by the Management during the year based on a phased programme of verifying all the assets over a period of two years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such verification carried out during the year.
(c) The title deeds of immovable properties, as disclosed in Note 3 on fixed assets to the financial statements, are held in the name of the Company, except for one office premises having carrying value of Rs.384.50 Lakhs, freehold land having carrying value of Rs.0.89 lakh and leasehold land having carrying value of Rs.31.69 lakhs as at March 31, 2018 whose title deeds are not in the Companyâs name.
ii. The physical verification of inventory, excluding stocks with third parties, have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. No material discrepancies were noticed on such physical verification of inventory as compared to book records.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has not advanced loans to directors including entities in which directors are interested to which provisions of Section 185 of the Companies Act, 2013 apply. In our opinion and according to the information and explanations given to us, provisions of Section 186 of the Companies Act, 2013 in the respect of loans and advances given, investments made, guarantees and securities given have been complied with by the Company.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.
We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of these records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax, works contract tax, professional tax and service tax and is regular in depositing undisputed statutory dues, including provident fund, employeesâ state insurance, sales tax, duty of customs, duty of excise, value added tax, cess, goods and service tax with effect from July 1, 2017 and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of goods and service tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax, which have not been deposited on account of a dispute, are as follows:
Name of the Statute |
Nature of the Dues |
Amount (Rs. Lakhs)* |
Period to which the amount relates |
Forum where dispute is pending |
Finance Act, 1994 |
Service tax demand (including penalty) raised in respect of service tax not paid on payments made in foreign currency to foreign parties |
17414.80 |
FY 2007-08 to FY 2011-12 |
CESTAT, Kolkata |
Finance Act, 1994 |
Service Tax Demand on Goods Transport Agency |
29.66 |
FY 2008-09 to June 2012 |
CESTAT, Allahabad, Uttar Pradesh |
Finance Act, 1994 |
Demand raised in respect of service tax not paid on tax deducted at source (TDS) portion on services received from foreign parties |
9.90 |
FY 2008-09 |
Commissioner (Appeals), Jodhpur |
Finance Act, 1994 |
Department appeal against the refund of Service tax on downward revision of Transmission charges |
274.62 |
FY 2008-09 to FY 2010-11 |
High Court, Jabalpur (MP) & Commissioner (Appeals), Jodhpur |
Uttar Pradesh Value Added Tax Act, 2008 |
Levy of Sales Tax on SSP. (UP) |
11.99 |
FY 2012-13 |
Commercial Tax, Tribunal Bench -II, Agra, Uttar Pradesh |
Uttar Pradesh Value Added Tax Act, 2008 |
Levy of Vat on DAP |
96.36 |
FY 2014-15 |
Additional Commissioner, Grade - II (Appeals) - Ist Commercial Taxes, Agra, Uttar Pradesh |
Central Excise Act, 1944 |
Wrong availment of proportionate cenvat credit on input services |
102.72 |
August 2014 to March 2015 |
Commissioner (Appeals), Jodhpur |
Central Excise Act, 1944 |
Wrong availment of proportionate cenvat credit on input services |
0.91 |
August 2014 to June 2015 |
Commissioner (Appeals), Jaipur |
Income Tax Act, 1961 |
Income Tax for non allowance of special survey and dry dock expenditure |
2054.61 |
FY 1997-98 |
High Court, Kolkata |
Income Tax Act, 1961 |
Disallowances for various expenses |
601.87 |
FY 2008-09 |
High Court, Rajasthan (Jaipur) |
Income Tax Act, 1961 |
Disallowances for various expenses |
13366.96 |
FY 2009-10 to FY 2012-13 |
ITAT, Jaipur |
*Amount under dispute is net of advance deposited, if any.
viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank as at the balance sheet date. Further, the Company did not have any outstanding debentures and loan from government during the year.
ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of term loans have been applied for the purposes for which they were obtained. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. 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. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the financial statements as required under Indian Accounting Standards (IndAS) 24, Related party disclosures specified in the Companies (Indian Accounting Standards) Rule, 2015 (as amended) under Section 133 of Act.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Anupam Dhawan
Place : New Delhi Partner
Date : May 10, 2018 Membership Number: 084451
Mar 31, 2017
INDEPENDENT AUDITOR''S REPORT
To the Members of Chambal Fertilizers and Chemicals Limited Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Chambal Fertilizers and Chemicals Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss including Other Comprehensive Income, the 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 information in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company''s Shipping division at Kolkata.
Management''s Responsibility for the 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 financial statements that give a true and fair view of the financial position, 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, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 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 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 of the standalone financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 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 standalone 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 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 accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of Directors, as well as evaluating the overall presentation of the standalone 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 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 March 31, 2017, its profit 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 in terms of sub-section (11) of Section 143 of the Act, we give in the ''Annexure 1'' 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:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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 and proper returns adequate for the purposes of our audit have been received from the branch not visited by us;
(c) The report on the accounts of the Shipping division of the Company audited under Section 143(8) of the Act by branch auditor has been sent to us and have been properly dealt by us in preparing this report;
(d) The Balance Sheet, Statement of Profit and Loss Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us;
(e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(f) On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of Section 164
(2) of the Act;
(g) 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 2" to this report;
(h) 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 financial statements -Refer Note 26(i)(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. The Company (including Shipping Division of the Company) has provided requisite disclosures in Note 50 to these standalone financial statements as to the holding of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on our audit procedures and relying on the management representation regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the books of account maintained by the Company (including Shipping Division of the Company) and as produced to us by the Management of the Company.
Other Matter
We did not audit the financial statements and other financial information of Shipping Division included in the accompanying standalone financial statements of the Company whose financial statements and other financial information reflect total assets of Rs.61,322.16 lacs as at March 31, 2017, total revenues (included in discontinued operations in the statement of profit and loss - Refer note 46(A)(ii)) of Rs.29,644.58 lacs and loss before tax and other comprehensive income of Rs.8,453.97 lacs for the year ended on that date. The financial statements and other financial information of the Shipping Division have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of such branch, is based solely on the report of such branch auditors. Our opinion is not modified in respect of this matter.
ANNEXURE 1 REFERRED TO IN PARAGRAPH ''REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'' OF OUR REPORT OF EVEN DATE
Re: Chambal Fertilizers and Chemicals Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) the fixed assets have been physically verified by the management during the year based on a phased programme of verifying all the assets over a period of two years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on physical verification.
(c) According to the information and explanations given by the management, the title deeds of immovable properties included in the property, plant and equipment are held in the name of the Company except for one office premises of carrying value of Rs.390.98 lacs, freehold land of carrying value of Rs.0.89 lac and leasehold land of carrying value of Rs.32.04 lacs as at March 31, 2017 for which the title deeds are not in the name of the Company.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) (a) The Company has granted loan (brought forward from last year) to one party covered in the register maintained under Section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the Company''s interest.
(b) In respect of the loan granted to the party covered in the register maintained under Section 189 of the Companies Act, 2013, the schedule of repayment of principal and payment of interest has been stipulated and the receipts are regular.
(c) There is no overdue amount of loans granted to the party listed in the register maintained under Section 189 of the Companies Act, 2013.
(iv) In our opinion and according to the information and explanations given to us, the Company has not advanced loans to directors including entities in which directors are interested to which provisions of Section 185 of the Companies Act, 2013 apply. In our opinion and according to the information and explanations given to us, provisions of Section 186 of the Companies Act, 2013 in the respect of loans and advances given, investments made, guarantees and securities given have been complied with by the Company.
(v) The Company has not accepted any deposits from the public.
(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 Companies Act, 2013, related to the manufacture of Urea and SSP, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues applicable to it.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, custom duty, excise duty, value added tax, cess and other statutory dues were outstanding at the year end, for a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, 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 |
Finance Act, 1994 |
Service tax demand (including penalty) raised in respect of service tax not paid on payments made in foreign currency to foreign parties |
17414.79 |
FY 2007-08 to 2011-12 |
Commissioner, Service Tax Audit Commissioner ate, Kolkata |
Rajasthan Sales Tax Act, 1994 |
Sales Tax demand on usage of natural gas other than urea manufacture |
352.34 |
1996-2001 |
Rajasthan High Court, Jodhpur |
Central Excise Act, 1944 |
Wrong a ailment of proportionate cenvat credit on input services |
10.35 |
April 2008 to August 2013 |
CESTAT, New Delhi |
Central Excise Act, 1944 |
Wrong a ailment of proportionate cenvat credit on input services |
4.57 |
November 2013 to July 2014 |
CESTAT, New Delhi |
Income Tax Act, 1961 |
Disallowances for various expenses |
24017.29 |
AYs 2009-10 to 2012-13 |
ITAT, Jaipur |
Name of the statute |
Nature of dues |
Amount (Rs. in lacs) |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Interest under Section 201 |
14.83 |
AY 2011-12 |
ITAT, Jodhpur |
Central Sales Tax Act, 1956 |
Non-submission of Form F |
197.81 |
2012-13 |
Deputy Commissioner, Commercial Tax, Appeal-I, Ahmadabad |
Uttar Pradesh Value Added Tax Act, 2008 |
Sales Tax |
2.24 |
September 2011 to March 2012 |
Uttar Pradesh Commercial Tax, Tribunal Bench, Agra, Uttar Pradesh |
Uttar Pradesh Value Added Tax Act, 2008 |
Sales Tax |
17.99 |
April 2012 to March 2013 |
Additional Commissioner, Grade - II (Appeals) - Ist Commercial Taxes, Agra, Uttar Pradesh |
Bihar value Added Tax Act, 2005 |
Sales Tax |
61.89 |
2013-14 |
Joint Commissioner, Commercial Tax, Patna, Bihar |
Finance Act, 1994 |
Service Tax |
31.22 |
F.Y. 2008-09 to June 2012 |
CESTAT, Allahabad, Uttar Pradesh |
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank. Further, the Company did not have any outstanding debentures and loan from government during the year.
(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans for the purposes for which those were raised. The Company has not raised any money by way of initial public offer/ further public offer (including debt instruments) during the year.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company and no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting under clause 3(xiv) of the Order is not applicable to the Company and accordingly not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with them as referred to in Section 192 of Companies Act, 2013.
(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.
ANNEXURE 2 TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF CHAMBAL FERTILIZERS AND CHEMICALS LIMITED
Report on the Internal Financial Controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
To the Members of Chambal Fertilizers and Chemicals Limited
We have audited the internal financial controls over financial reporting of Chambal Fertilizers and Chemicals Limited ("the Company") as of March 31, 2017 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 (''the Guidance Note''). 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 the 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 and the Standards on Auditing as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls , both issued by the Institute of Chartered Accountants of India. 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 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 and the audit evidence obtained by the other auditor in terms of their report referred to in the paragraph ''Other Matter'' below, is sufficient and appropriate to provide a basis for our audit opinion on the 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 March 31, 2017, 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.
Other Matter
Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over the financial reporting of the Company, in so far as it relates to the Shipping division, is based on the corresponding report of the auditor of such division.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Anil Gupta
Place : New Delhi Partner
Date : May 20, 2017 Membership Number: 87921
Mar 31, 2016
We have audited the accompanying standalone financial statements of
Chambal Fertilisers and Chemicals Limited ("the Company"), which
comprise the Balance Sheet as at March 31, 2016, the Statement of
Profit and Loss, the Cash Flow Statement for the year then ended, and a
summary of the significant accounting policies and other explanatory
information, in which are incorporated the returns for the year ended
on that date audited by the branch auditors of the Company''s Shipping
division at Kolkata.
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 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 of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the 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 thereunder. We conducted our
audit in accordance with the Standards on Auditing, issued by the
Institute of Chartered Accountants of India, as 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 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 March 31, 2016, 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 in terms of sub-section (11)
of Section 143 of the Act, we give in the Annexure I 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:
(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 and proper returns adequate for the purposes of our audit have
been received from branches not visited by us;
(c) The report on the accounts of the Shipping division of the Company
audited under Section 143 (8) of the Act by branch auditor has been
sent to us and have been properly dealt by us in preparing this report;
(d) 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 and with the returns received from branches not visited by us;
(e) 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;
(f) On the basis of the written representations received from the
directors as on March 31, 2016 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2016
from being appointed as a director in terms of Section 164 (2) of the
Act;
(g) 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 2 to this
report".
(h) 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 financial statements- Refer Note 32(B) to the
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.
Other Matter
The accompanying financial statements include total assets of
Rs.139284.67 lacs as at March 31, 2016, total revenues and loss before
tax of Rs.77337.53 lacs and Rs.472.12 lacs respectively for the year
ended on that date, in respect of Shipping Division, which have been
audited by branch auditor, whose financial statements, other financial
information and auditor''s report have been furnished to us. Our
opinion, in so far as it relates to the amounts and disclosures
included in respect of such division is based solely on the report of
such branch auditor. Our opinion is not modified in respect of this
matter.
ANNEXURE 1 REFERRED TO IN PARAGRAPH ''REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS'' OF OUR REPORT OF EVEN DATE
Re: Chambal Fertilisers and Chemicals Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during
the year based on a phased programme of verifying all the assets over a
period of two years, which in our opinion is reasonable having regard
to the size of the Company and the nature of its assets. No material
discrepancies were noticed on physical verification.
(c) According to the information and explanations given by the
management, the title deeds of immovable properties included in fixed
assets are held in the name of the Company except for one office
premises of gross block of Rs. 409.07 lacs, freehold land of gross
block of Rs. 0.89 lac and leasehold land of gross block of Rs. 44.14
lacs as at March 31, 2016 for which the title deeds are not in the name
of the Company.
(ii) The management has conducted physical verification of inventory at
reasonable intervals during the year and no material discrepancies were
noticed on such physical verification.
(iii) (a) The Company has granted loans to two other parties covered in
the register maintained under Section 189 of the Companies Act, 2013.
In our opinion and according to the information and explanations given
to us, the terms and conditions of the grants of such loans are not
prejudicial to the Company''s interest.
(b) In respect of loans granted to other parties covered in the
register maintained under Section189 of the Companies Act, 2013,
repayment of the principal amount is as stipulated and payment of
interest has been regular.
(c) There is no overdue amount of loans granted to the parties listed
in the register maintained under Section 189 of the Companies Act, 20
13.
(iv) In our opinion and according to the information and explanations
given to us, the Company has not advanced loans to directors including
entities in which they are interested to which provisions of Section
185 of the Companies Act, 2013 apply. In our opinion and according to
the information and explanations given to us, provisions of Section 186
of the Companies Act, 2013 in respect of loans and advances given,
investments made, guarantees and securities given have been complied
with by the Company.
(v) The Company has not accepted any deposits from the public.
(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( I) of the Companies Act,
2013, related to the manufacture of Urea and SSP, and are of the
opinion that prima facie, the prescribed accounts and records have been
made and maintained. We have not, however, made a detailed examination
of the same.
(vii) (a) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, employees'' state insurance income-tax, sales-tax, service tax,
custom duty, excise duty, value added tax, cess and other statutory
dues applicable to it.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees''
state insurance, income-tax, sales-tax, service tax, customs duty,
excise duty, value added tax, cess and other statutory dues were
outstanding at the year end, for a period of more than six months from
the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, service tax, customs duty, excise duty, value
added tax and cess on account of any dispute, are as follows:
Name of the
statute Nature of dues Amount Period to
which the Forum where
(Rs. in
lacs) amount
relates dispute is
pending
Rajasthan
Sales-Tax Sales tax
demand on
usage of 352.34 1996-2001 Rajasthan High
Court,
Act, 1994 natural gas
other than urea Jodhpur
manufacture.
The Income
Tax Act, Demand raised
on short
deduction 0.76 A.Y.
2011-12, Asst.
Commissioner of
Income
1961 of TDS 2014-15 &
2016-17 Tax, CPC- TDS,
Ghaziabad
Service Tax
Law, Finance Demand raised
in respect of
service 2.43 2008-09 Customs,
Excise &
Act, 1994 tax not paid on
tax deducted at Service Tax
Appellate
source (TDS)
portion on
services Tribunal, New
Delhi
received from
foreign parties.
Uttar Pradesh
Value Sales Tax 2.24 September
2011 Uttar Pradesh
Commercial
Added Tax
Act, 2008 to March
2012 Tax, Tribunal
Bench, Agra,
Uttar Pradesh
Bihar Value
Added Sales tax 61.89 2013-14 Joint
Commissioner,
Tax Act, 2005 Commercial Tax,
Patna, Bihar
Finance Act,
1994 Service Tax 31.22 FY 2008-09
to June Custom, Excise
and Service
2012 Tax Appellate
Tribunal,
Allahabad,
Uttar Pradesh
Rajasthan
Tax on Entry Entry tax 0.24 FY 2013-14 Commercial Tax
of Goods into
Local Officer, Special
Circle-II, Kota
Areas Act, 1999
(The above does not include demands outstanding in relation to Textile
division which was sold by the Company with effect from April 01,2015
and any statutory liabilities relating to such business will be borne
by the buyer, in accordance with the Business Transfer Agreement signed
between the Company and the buyer).
(viii) In our opinion and according to information and explanations
given by the management, the Company has not defaulted in repayment of
dues to any financial institution or bank. The Company did not have any
outstanding debentures and loan from government during the year.
(ix) In our opinion and according to the information and explanations
given by the management, the company has utilized the monies raised by
the way of term loans for the purposes for which those were raised. The
Company has not raised any money by way of intial public offer/ further
public offer (including debt instruments)during the year.
(x) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and
according to the information and explanations given by the management,
we report that no fraud by the Company and no fraud on the Company by
the officers and employees of the Company has been noticed or reported
during the year.
(xi) According to the information and explanations given by the
management, the managerial remuneration has been paid provided in
accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Companies Act, 20 13.
(xii) In our opinion, the Company is not a nidhi company. Therefore,
the provisions of clause 3(xii) of the Order are not applicable to the
Company and hence not commented upon.
(xiii) According to the information and explanations given by the
management, transactions with the related parties are in compliance
with Section 177 and 188 of Companies Act, 2013 where applicable and
the details have been disclosed in the notes to the financial
statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on
an overall examination of the balance sheet, the Company has not made
any preferential allotment or private placement of shares or fully or
partly convertible debentures during the year under review and hence,
reporting requirements under clause 3(xiv) of the Order are not
applicable to the Company, hence not commented upon.
(xv) According to the information and explanations given by the
management, the Company has not entered into any non-cash transactions
with directors or persons connected with them as referred to in Section
192 of Companies Act, 2013.
(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 S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Anil Gupta
Place: New Delhi Partner
Date: May 11, 2016 Membership Number: 87921
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Chambal Fertilisers and Chemicals Limited ("the Company"), which
comprise the Balance Sheet as at March 31,2015, the Statement of Profit
and Loss and Cash Flow Statement for the year then ended, and a summary
of significant accounting policies and other explanatory information,
in which are incorporated the returns for the year ended on that date
audited by the branch auditors of the Company's Shipping Division at
Kolkata.
Management's Responsibility for the 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 financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with 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 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 control
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 thereunder. We conducted our
audit in accordance with the Standards on Auditing, issued by the
Institute of Chartered Accountants of India, as 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 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 but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial
controls system over financial reporting and the effectiveness of such
controls. An audit also includes evaluating the appropriateness of
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 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 March 31,2015, 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, 2015 ("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 1 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:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose 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 and proper returns adequate for the purposes of our audit have
been received from branches not visited by us;
(c) The report on the accounts of the Shipping Division of the Company
audited under Section 143 (8) of the Act by branch auditor has been
sent to us and have been properly dealt by us in preparing this report;
(d) 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 and with the returns received from branches not visited by us;
(e) 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;
(f) On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2015, from being
appointed as a director in terms of Section 164 (2) of the Act;
(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 Audi-
tors) 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 financial statements - Refer note no.32(A)
and 32(B) to the financial statements;
ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses on
long-term contracts including derivative contracts - Refer note no. 8
and 12 to the financial statements;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
company.
Other Matter
The accompanying financial statements include total assets of
Rs.154683.08 lacs as at March 31,2015, total revenues and profit before
tax of Rs. 73755.33 lacs and Rs. 2095.75 lacs respectively for the year
ended on that date, in respect of Shipping Division and CFCL Employees
Welfare Trust ('Trust'), which have been audited by other auditors,
whose financial statements, other financial information and auditor's
reports have been furnished to us. Our opinion, in so far as it relates
amounts and disclosures included in respect of such division and Trust
is based solely on the report(s) of other auditors. Our opinion is not
modified in respect of this matter.
Annexure referred to in paragraph under the heading "Report on Other
Legal and Regulatory requirements" of our report of even date
Re: Chambal Fertilisers and Chemicals Limited ('the Company')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during
the year based on a phased programme of verifying all the
assets over a period of two years, which in our opinion is reasonable
having regard to the size of the Company and the nature of its fixed
assets. No material discrepancies were noticed on physical
verification.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has granted loan (brought forward from last year)
to three companies covered in the register maintained under Section 189
of the Companies Act, 2013. In respect of loan granted,repayment of the
principal amount is as stipulated and payment of interest has been
regular.
(b) There is no overdue amount of loan granted to companies, firms or
other parties listed in the register maintained under Section 189 of
the Companies Act, 2013.
(iv) In our opinion and according to the information and explanations
given to us, there is 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. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the company in respect of these areas.
(v) The Company has not accepted any deposits from the public.
(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 Companies Act,
2013, related to the manufacture of urea, SSP, cotton yarn and
synthetic yarn and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(vii) (a) (i) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund,employees' state insurance, income-tax, sales-tax, wealth-tax,
service tax, duty of customs, duty of excise, value added taxes, cess
and any other statutory dues applicable to it.
(ii) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, em- ployees'
state insurance, income-tax, sales-tax, wealth-tax, service tax, duty
of customs, duty of excise, value added taxes, cess and any other
statutory dues were outstanding, at the year end, for a period of more
than six months from the date they became payable.
(b) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, duty of customs, duty
of excise, value added tax and cess on account of any dispute, are as
follows:
Name of tne Statute Nature of the Dues Amount
(Rs_ in lacs)
Rajasthan Sales-Tax Act, Sales tax demand on usage of 352.34
1994 natural gas other than urea
manufacture.
The Income Tax Act, 1961 Demand raised on short deduction 1.37
of TDS
Service Tax Law, Finance Demand raised in respect of
Act, 1994 service tax not paid on tax 2.43
deducted at source (TDS)
portion on services received
from foreign parties.
Central Excise Act, 1944 Demand raised on account 52.52
of wrong input credit of
Cenvat credit taken
Himachal Pradesh Tax on Entry tax 382.68
entry of goods into Local
Area Act, 2010
Uttar Pradesh Value Added Sales Tax 19.43
Tax Act, 2008
Finance Act, 1994 Service Tax 31.22
Name of tne Statute Period to which the Period to which the
amount relates amount relates
Rajasthan Sales-Tax Act, 1996 To 2001 Rajasthan High Court,
1994 Jodhpui
The Income Tax Act, 1961 2010-11, Commissioner of Income
2012-13 Tax(Appeals), Kota and
to Deputy Commissioner of
2014-15 Income Tax, CPC-TDS,
Ghaziabad
Service Tax Law, Finance 2008-09 Customs, Excise &
Act, 1994 Service Tax Appellate
Tribunal, New Delhi
Central Excise Act, 1944 2008- 09 Commissioner(Appeals),
to Chandigarh
2009- 10
Himachal Pradesh Tax on March 2011,2011-12, High Court, Himachal
entry of goods into Local 2012-13, 201314 pradesh
Area Act, 2010 & 2014-15
Uttar Pradesh Value Added 2010-11 Additional Commissioner,
Tax Act, 2008 & Grade-2 (Appeal)- 1 st,
2011-12 Commercial Tax, Agra
Finance Act, 1994 FY 2008-09 to June Commissioner (Appeals),
2012 Central Excise &
Service Tax, Lucknow
(c) There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
company
(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
and immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to any bank. The Company
did not have any outstanding debentures and loan from financial
institution during the year.
(x) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from banks, the
terms and conditions whereof, in our opinion, are not prima-facie
prejudicial to the interest of the Company. According to the
information and explanations given to us, the Company has not given any
guarantee for loans taken by others from financial institutions.
(xi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xii) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
for S.R. BATLIBOI & co. LLP
chartered accountants
ICAI firm number 010031
per Anil Gupta
Place: Gurgaon Partner
Date: April 30, 2015 Membership No.: 87921
Mar 31, 2014
We have audited the accompanying financial statements of Chambal
Fertilisers and Chemicals Limited ("the Company"), which comprise the
Balance Sheet as at March 31, 2014, and the Statement of Profit and
Loss and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for 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
accounting principles generally accepted in India, including the
Accounting Standards notified under the Companies Act. 1956, read with
General Circular 8/2014 dated 4 April, 2014 issued by the Ministry of
Corporate Affairs. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material mis-statement, whether
due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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 mis-statement.
An audit involves performing procedures to obtain audit evidence about
the amounts and 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 control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on the
effectiveness of the entity''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, 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.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Companies Act, 1956 ("the Act") in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(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 Flow 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 India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, 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 purpose 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 and proper returns adequate for the purposes of our audit
have been received from branches not visited by us;
(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 and with the returns received from branches not visited by us;
(d) The report on the accounts of the Shipping division audited under
Section 228 by a person other than the company''s auditor has been
forwarded to us as required by clause (c) of sub-section (3) of Section
228 and have been dealt with in preparing our report in the manner
considered necessary by us;
(e) In our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement comply with the Accounting Standards
notified under the Companies Act, 1956, read with General Circular
8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;
(f) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Companies Act, 1956.
Other Matter
We did not audit the total assets of Rs.156939.78 lacs as at March 31,
2014, total revenues of Rs.58928.25 lacs and net cash inflows amounting
to Rs.398.18 lacs for the year then ended, included in the accompanying
financial statements in respect of Shipping Division and CFCL Employees
Welfare Trust (''Trust'') not visited by us, whose financial statements
and other financial information have been audited by other auditors and
whose report has been furnished to us. Our opinion, in so far as it
relates to the affairs of such division and Trust is based solely on
the report of other auditors. Our opinion is not qualified in respect
of this matter.
Annexure referred to in paragraph 1 under the heading "Report on Other
Legal and Regulatory requirements" of our report of even date Re:
Chambal Fertilisers and Chemicals Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during
the year based on a phased programme of verifying all the assets over a
period of two years, which in our opinion is reasonable having regard
to the size of the Company and the nature of its fixed assets. No
material discrepancies were noticed on physical verification.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has granted loans to two companies covered in the
register maintained under Section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs.4000 lacs and the year
end balance of loans granted to such parties is Rs.4000 lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(c) In respect of loans granted, repayment of the principal amount is
as stipulated and payment of interest has been regular.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956.
(e) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under Section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause
4(iii)(e) to (g) of the Order are not applicable to the Company and
hence not commented upon.
(iv) In our opinion and according to the information and explanations
given to us, there is 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. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the Company in respect of these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Companies Act, 1956 that
need to be entered into the register maintained under Section 301 have
been so entered.
(b) ln our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees five lacs have been
entered into during the financial year at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
(viii) 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 209(1)(d) of the Companies
Act, 1956, related to the manufacture of urea, SSP, cotton yarn and
synthetic yarn and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, investor education and protection fund, employees'' state
insurance, income-tax, sales-tax, wealth-tax, service tax, customs
duty, excise duty, cess and other material statutory dues applicable to
it.
(b) According to the information and explanations given to us. no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty cess and
other material statutory dues were outstanding, at the year end, for a
period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
Name of the Statute Nature of the Dues Amount
(Rs. in lacs)
Rajasthan Sales Sales tax demand on usage 352.34
Tax Act, 1994 of natural gas other than
urea manufacture.
The Income Tax Demand raised on short 165.32
Act, 1961 deduction of TDS.
Service Tax Law, Demand raised in respect 2.43
Finance Act, 1994 of service tax not paid on
tax deducted at source (TDS)
portion on services received
from foreign parties.
Central Excise Demand raised on account of 52.52
Act, 1944 wrong input credit of CENVAT
credit taken
Himachal Pradesh Entry Tax 254.65
Tax on entry of
goods into Local
Area Act, 2010
Name of the Statue Period to which Forum where dispute
the amount relates is pending
Rajasthan Sales
Tax Act, 1994 1996 to 2001 Rajasthan High Court,
Jodhpur
The Income Tax
Act, 1961 2010-11 Commissioner of
Income Tax
to 2013-14 (Appeals), Kota and
Deputy Commissioner of
Income Tax, CPC-TDS,
Ghaziabad
Service Tax Law,
Finance Act, 1994 2008-09 Customs, Excise &
Service Tax Appellate
Tribunal, New Delhi
Central Excise
Act, 1944 2008-09 to Commissioner, (Appeals),
2009-10 Chandigarh
Himachal Pradesh
Tax on entry of
goods into Local
Area Act, 2010 March 2011, High Court, Himachal
Pradesh
2011-12 and
2012-13 and
2013-14
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses in the current and
immediately preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to any bank. The Company
did not have any outstanding debentures and loan from financial
institution during the year.
(xii) According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhil
mutual benefit fund society. Therefore, the provisions of clause 4
(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are
not applicable to the Company.
(xiv) In respect of dealing! trading in shares, securities, debentures
and other investments, in our opinion and according to the information
and explanations given to us, proper records have been maintained of
the transactions and contracts and timely entries have been made
therein. The Company does not hold such securities at the year end.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from banks, the
terms and conditions whereof, in our opinion, are not prima-facie
prejudicial to the interest of the Company. According to the
information and explanations given to us, the Company has not given any
guarantee for loans taken by others from financial institutions.
(xvi) Based on the information and explanations given to us by the
management, term loans were 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
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 30 I of the Companies Act. 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. Batliboi & Co.
LLP Chartered Accountants
ICAI
Firm''s Registration No. 301003E
per Anil Gupta
Partner
Membership No.: 87921
Place : Gurgaon
Date:May 09, 2014
Mar 31, 2013
Report on the financial statements
We have audited the accompanying financial statements of Chambal
Fertilisers and Chemicals Limited (the company), which comprise the
balance sheet as at 31 March 2013, and the statement of profit and loss
and cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s responsibility for the financial statements
Management is responsible for 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
accounting standards referred to in sub-Section (3C) of Section 211 of
the Companies Act, 1956 (''''the Act''''). This responsibility includes the
design, implementation and maintenance of internal control 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 financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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 disclosures in the financial statements. 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. In making those risk assessments, the auditor
considers internal control relevant to the company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, 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.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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:
(a) In the case of the balance sheet, of the state of affairs of the
Company as at 31 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 flow statement, of the cash flows for the
year ended on the 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 India in terms of
sub-Section (4A) of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, 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 purpose 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 and proper returns adequate for the purposes of our audit have
been received from Shipping Division not visited by us. The Branch
Auditor''s Report of the Shipping Division have been forwarded to us and
have been appropriately dealt with.
(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 and with the audited returns from the Shipping Division.
(d) In our opinion, the balance sheet, statement of profit and loss,
and cash flow statement comply with the accounting standards referred
to in sub-Section (3C) of Section 211 of the Companies Act, 1956.
(e) We did not audit total assets of Rs. 1,53,223.45 lacs as at March
31, 2013, total revenues of Rs. 30,966.70 lacs and net cash outflows
amounting to Rs. 173.21 lacs for the year then ended, included in the
accompanying financial statements in respect of Shipping Division not
visited by us, whose financial statements and other financial
information have been audited by other auditors and whose reports have
been furnished to us. Our opinion, in so far as it relates to the
affairs of such division is based solely on the report of other
auditors.
(f) On the basis of written representations received from the directors
as on 31 march 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2013, from being
appointed as a director in terms of clause (g) of sub-Section (1) of
Section 274 of the Companies Act, 1956.
Annexure referred to in paragraph 1 under the heading ''''Report on other
legal and regulatory requirements" of our report of even date.
Re: Chambal Fertilisers and Chemicals Limited (the company)
(i) (a) The company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during
the year based on a phased programme of verifying all the assets over a
period of two years, which in our opinion is reasonable having regard
to the size of the Company and the nature of its fixed assets. No
material discrepancies were noticed on physical verification.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has granted loans to two companies covered in the
register maintained under Section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 5000 lacs and the year
end balance of loans granted to such parties is Rs. 4000 lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(c) In respect of loans granted, repayment of the principal amount is
as stipulated and payment of interest has been regular.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956.
(e) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under Section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause
4(iii)(e) to (g) of the Order are not applicable to the Company and
hence not commented upon.
(iv) In our opinion and according to the information and explanations
given to us, there is 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. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the Company in respect of these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Companies Act, 1956 that
need to be entered into the register maintained under Section 301 have
been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees five lacs have been
entered into during the financial year at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size of the company and nature of its business.
(viii)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 209(1)(d) of the Companies
Act, 1956, related to the manufacture of urea, SSP, cotton yarn and
synthetic yarn and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, investor education and protection fund, employees'' state
insurance, income-tax, sales-tax, wealth-tax, service tax, customs
duty, excise duty, cess and other material statutory dues applicable to
it.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty cess and
other material statutory dues were outstanding, at the year end, for a
period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows :
Name of the
Statute Nature of the Dues Amount
(Rs. in lacs)
Rajasthan Sales Sales tax demand on usage 352.34
Tax Act, 1994 of natural gas other than
urea manufacture.
The Income Tax Demand raised on short 74.94
Act, 1961 deduction of TDS.
Demand raised on 5284.23
disallowances of expenses
during Assessment.
Service Tax Law, Demand raised in respect 2.43
Finance
Act, 1994 of service tax not paid on
tax deducted at source (TDS)
portion on services received
from foreign parties.
Central Excise Demand raised on account of 52.52
Act, 1944 wrong input credit of Cenvat
credit taken
Himachal Pradesh Entry Tax 160.36
Tax on entry of
goods into
Local Area
Act, 2010
Name Period to which Forum where dispute
the amount relates is pending
Rajasthan Sales 1996 to 2001 Rajasthan High Court, Jodhpur
The Income Tax 2007-08 Income Tax Officer (TDS),
Kota to 2011-12
Service Tax Law 2004-05, 2005-06 Commissioner of Income Tax
and 2009-10 (Appeals), Kota
Central Excise 2008-09 Customs, Excise & Service
Tax Appellate Tribunal,
New Delhi
Central Excise 2008-09 to Commissioner, (Appeals),
2009-10 Chandigarh
Himachal Pradesh March 2011, High Court, Himachal Pradesh
2011-12 and
2012-13
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses in the current and
immediately preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to any bank. The Company
did not have any outstanding debentures and loan from financial
institution during the year.
(xii) According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of
the Companies (Auditors Report) Order, 2003 (as amended) are not
applicable to the Company.
(xiv) In respect of dealing/ trading in shares, securities, debentures
and other investments, in our opinion and according to the information
and explanations given to us, proper records have been maintained of
the transactions and contracts and timely entries have been made
therein. The shares, securities, debentures and other investments have
been held by the Company in its own name. The Company did not have any
such shares, securities, debentures and other investments at the close
of the year.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from banks, the
terms and conditions whereof, in our opinion, are not prima-facie
prejudical to the interest of the Company. According to the information
and explanations given to us, the Company has not given any guarantee
for loans taken by others from financial institutions.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained, though idle/surplus funds pending utilization of Rs.
6000 lacs have been invested in fixed deposits with bank. The maximum
amount and year-end balance of such idle/surplus funds invested during
the year was Rs. 6000 lacs.
(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
investment.
(xviii)The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under Section
301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. BATLIBOI & CO. LLP
Chartered Accountants
ICAI Firm''s Registration No. 301003E
per ANIL GUPTA
Place: Gurgaon Partner
Date:April 30, 2013 Membership No.: 87921
Mar 31, 2012
1. We have audited the attached Balance Sheet of Chambal Fertilisers
and Chemicals Limited (the Company) as at March 31, 2012 and also the
Statement of Profit and Loss Account and the Cash Flow Statement for
the year ended on that date annexed thereto, in which are incorporated
financial statements of Shipping Division of the Company audited by
other auditors. 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 over all financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. We did not audit the financial statements of Shipping Division of
the Company whose financial statements reflect the Company's share of
total assets of Rs. 154232.42 lacs (Previous year Rs. 145557.39 lacs)
as at March 31,2012, total revenue of Rs. 39076.30 lacs (Previous year
Rs. 28482.40 lacs) and cash inflows amounting to Rs. 151.80 lacs (cash
outflows in Previous year Rs. 154.45 lacs) for the year then ended.
These financial statements and other information have been audited by
branch auditors whose reports have been furnished to us and our opinion
is based solely on the report of branch auditors.
4. As required by the Companies (Auditor's Report) Order, 2003 (as
amended) issued by Central Government in terms of sub-section (4A) of
Section 227 of the Companies Act,1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
5. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit:
ii. In our opinion, proper books of account as required by law have
been kept by the Company so for as appears from our examination of
those books and proper returns adequate for the purposes of our audit
have been received from Shipping Division not visited by us. The Branch
Auditor's Report of the Shipping Division have been forwarded to us and
have been appropriately dealt with;
iii. The balance sheet, statement of profit and loss account and cash
flow statement dealt with by this report are in agreement with the
books of account and with the audited returns from Shipping Division;
iv. In our opinion, the balance sheet, statement of profit and loss
account and cash flow statement dealt with by this report comply with
the accounting standards referred to in sub-section (3C) of section 211
of the Companies Act. 1956;
v. On the basis of the written representations received from the
directors, as on March 31, 2012, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a Director in terms of Clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956;
vi. 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 Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of Balance Sheet, of the state of affairs of the Company
as at March 31, 2012;
b) in the case of the Statement of Profit and Loss Account, of the
profit of the Company for the year ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows of the Company
for the year ended on that date;
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE CHAMBAL
FERTILISERS AND CHEMICALS LIMITED (THE COMPANY)
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically vertified by the management
during the year based on a phased programme of verifying all the assets
over a period of two years, which in our opinion is reasonable having
regard to the size of the Company and the nature of its fixed assets.
No material discrepancies were noticed on physical vertification.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The management has conducted physical vertification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical vertification.
(iii) (a) The Company has granted loans to three companies covered in
the register maintained under section 301 of the Companies Act, 1956.
The maximum amount involved during the year was Rs. 6000 lacs and the
year end balance of loans granted to such parties is Rs. 5000 lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(c) In respect of loans granted, repayment of the principal amount is
as stipulated and payment of interest has been regular.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956.
(e) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under Section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause
4(iii)(e) to (g) of the Order are not applicable to the Company and
hence not commented upon.
(iv) In our opinion and according to the information and explanations
given to us, there is 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. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the Company in respect of these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Companies Act, 1956 that
need to be entered into the register maintained under section 301 have
been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangement and exceeding the value of Rupees five lakhs have been
entered into during the financial year at prices which are resonable
having regard to the prevalling market prices at the relevant time.
(vi) In respect of deposits accepted, in our opinion and according to
the information and explanations given to us, directives issued by the
Reserve Bank of India and the provisions of Sections 58A, 58AA or any
other relevant provisions of the Companies Act, 1956, and the rules
framed there under, to the extent applicable, have been complied with.
We are informed by the management that no order has been passed by the
Company Law Board, National Company Law Tribunal or Reserve Bank of
India or any Court or any other Tribunal.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
(viii) 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 209(1)(d) of the Companies
Act, 1956, related to the manufacture of urea, cotton yarn and
synthetic yarn and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, investor education and protection fund, employees' state
insurance, income-tax, sales-tax, wealth-tax, service tax, customs
duty, excise duty, cess and other material statutory dues applicable to
it.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth tax, sales-tax, customs duty, excise duty, cess and other
material statutory dues were outstanding, at the year end, for a period
of more than six months from the date they became payable, except for
service tax amounting to Rs. 250.60 lacs (due on various dates) as
determined during the year which has since been paid.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales tax, wealth-tax, service tax, custom duty, excise
duty and cess on account of any dispute, are as follows:
Name of the Nature of the Dues Amount
Statute (Rs. in lacs)
Rajasthan Sales tax demand on usage of 352.34
Sales-Tax Act,
1994 natural gas other than
urea manufacture
The Income Tax Demand raised on short deduction 38.30
Act, 1961 of TDS
Demand raised on short deduction 1970.29
of TDS
Demand raised on disallowances of
expenses during Assessment and
penalty thereon. 937.44
Demand raised on disallowances of
expenses during Assessment. 3612.11
Demand raised on disallowances of
expenses during Assessment. 80.58
Service Tax Law, Demand raised in respect of
service tax not
Finance Act, 1994 paid on tax deducted at source
(TDS) portion
on services received from
foreign parties 2.43
Central Excise Demand raised on account of wrong 52.52
Act, 1944 input credit of Cenvat credit taken
Name of the Period to Forum where dispute
which the is pending
amount relates
Rajasthan 1996 Rajasthan
Sales-Tax Act,1994 to High Court, Jodhpur
2001
The Income Tax 2007-08 Income Tax Officer
Act,1961 to (TDS), Kota
2010-11
2007-08 Commissioner of
and Income Tax (Appeals),
2008-09 Kota
2003-04
2008-09
2009-10
Service Tax Law, Commissioner
Finance Act,1994 (Appeals),
2008-09 Central Excise, Jaipur
Central Excise 2008-09 Commissioner
Act,1944 to (Appeals), Chandigarh
2009-10
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses in the current and
immediately preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to any bank. The Company
did not have any outstanding debentures and loan from financial
institution during the year.
(xii) According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Therefore, the provisions of clause 4 (xiii) of
the Companies (Auditors Report) Order, 2003 (as amended) are not
applicable to the Company.
(xiv) In respect of dealing/trading in shares, securities, debentures
and other investments, in our opinion and according to the information
and explanations given to us, proper records have been maintained of
the transactions and contracts and timely entries have been made
therein. The shares, securities, debentures and other investments have
been held by the Company in its own name.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by other from bank, the
terms and conditions whereof, in our opinion, are not prima-facie
prejudicial to the interest of the Company. According to the
information and explanations given to us, the Company has not given any
guarantee for loans taken by others from financial institutions.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii) According to the information and explanations given to us and on
an overall examinations of the balance sheet of the Company, we report
that no funds raised on short term basis have been used for long term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
sections 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. BATLIBOI & CO.
Firm Registration No. 301003E
Chartered Accountants
per ANIL GUPTA
Place : Gurgaon Partner
Date : May 12, 2012 Membership No. 87921
Mar 31, 2011
1. We have audited the attached Balance Sheet of Chambal Fertilisers
and Chemicals Limited (the Company) as at March 31, 2011 and also the
Profit and Loss Account and the Cash Flow Statement for the year ended
on that date annexed thereto, in which are incorporated financial
statements of Shipping Division of the Company audited by other
auditors. 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 fi
nancial 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 signifi cant 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. We did not audit the financial statements of shipping division of
the Company whose financial statements refl ect the Company's share of
total assets of Rs. 140391.83 lacs (previous year Rs. 150757.45 lacs)
as at March 31, 2011, total revenue of Rs. 28521.80 lacs (previous year
Rs. 27846.30 lacs) and cash outfl ows amounting to Rs. 154.45 lacs
(cash infl ows in previous year Rs. 132.97 lacs) for the year then
ended. These financial statements and other information have been
audited by branch auditors whose reports have been furnished to us and
our opinion is based solely on the report of branch auditors.
4. As required by the Companies (Auditor's Report) Order, 2003 (as
amended) issued by the Central Government in terms of sub-section (4A)
of Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specifi ed in paragraphs 4 and 5 of the said
Order.
5. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books and proper returns adequate for the purposes of our audit
has been received from Shipping Division not visited by us. The Branch
Auditors' Report of the Shipping Division have been forwarded to us and
have been appropriately dealt with;
iii. The balance sheet, profit and loss account and cash fl ow
statement dealt with by this report are in agreement with the books of
account and audited returns from the Shipping Division;
iv In our opinion, the balance sheet, profit and loss account and cash
fl ow statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956;
v On the basis of the written representations received from the
directors, as on March 31, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualifi ed as on
March 31, 2011 from being appointed as a director in terms of clause
(g) of sub- section (1) of Section 274 of the Companies Act, 1956;
vi. 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 Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
b) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
c) in the case of Cash Flow Statement, of the cash fl ows of the
Company for the year ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE CHAMBAL
FERTILISERS AND CHEMICALS LIMITED (THE COMPANY)
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fi xed
assets.
(b) Fixed assets have been physically verifi ed by the management
during the year based on a phased programme of verifying all the assets
over a period of two years, which in our opinion is reasonable having
regard to the size of the Company and the nature of its fi xed assets.
No material discrepancies were noticed on physical verifi cation.
(c) There was no substantial disposal of fi xed assets during the year.
(ii) (a) The management has conducted physical verifi cation of
inventory at reasonable intervals during the year.
(b) The procedures of physical verifi cation of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verifi cation.
(iii) (a) The Company has granted loans to three companies covered in
the register maintained under Section 301 of the Companies Act, 1956.
The maximum amount involved during the year was Rs.3000 Lacs and the
year end balance of loans granted to such parties is Rs.3000 Lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(c) In respect of loans granted, repayment of the principal amount is
as stipulated and payment of interest is also regular.
(d) There is no overdue amount of loans granted to companies, fi rms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956.
(e) As informed, the Company has not taken any loans, secured or
unsecured from companies, fi rms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
Therefore, provisions of clauses 4(iii) (f) and (g) of the Companies
(Auditor's Report) Order, 2003 (as amended) are not applicable to the
Company.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fi xed assets and for the sale of goods and
services. During the course of our audit, no major weakness has been
noticed in the internal control system in respect of these areas.
During the course of our audit, we have not observed any continuing
failure to correct major weakness in internal control system of the
Company.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Act that need to be
entered into the register maintained under Section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees Five lakhs have been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vi) In respect of deposits accepted, in our opinion and according to
the information and explanations given to us, directives issued by the
Reserve Bank of India and the provisions of Sections 58A, 58AA or any
other relevant provisions of the Companies Act, 1956 and the rules
framed there under, to the extent applicable, have been complied with.
We are informed by the management that no order has been passed by the
Company Law Board, National Company Law Tribunal or Reserve Bank of
India or any Court or any other Tribunal.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) 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 209(1) (d) of the Companies
Act, 1956, and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, or employees' state insurance,
income-tax, sales- tax, wealth-tax, service tax, customs duty, excise
duty, cess and other material statutory dues applicable to it, have
been regularly deposited with the appropriate authorities.
Further, since the Central Government has till date not prescribed the
amount of cess payable under Section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the Company in depositing the same.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other material undisputed statutory dues were outstanding at the year
end for a period of more than six months from the date they became
payable.
(c) According to the records of the Company, there are no dues
outstanding of income-tax, sales-tax, wealth-tax, service tax, custom
duty, excise duty and cess on account of any dispute, other than the
following:
Name of the
Statute Nature of the
Dues Amount Period to
which the Forum where
dispute is
(Rs. in Lacs) amount
relates pending
Rajasthan
Sales-Tax Sales tax demand
on usage of
natural gas 352.34 1996 to 2001 Rajasthan
High Court,
Act, 1994 other than Urea
manufacture.
Jodhpur
The Income Tax
Act, Demand raised on
short deduction of
TDS. 540.67 2007-08 to
2008-09 Commissioner of
Income 1961
Tax (Appeals),
Kota)
Service Tax
Law, Demand raised from
foreign parties in 2.45 2008-09 Assistant
Commissioner,
Finance Act,
1994 respect of service
tax paid on tax
deducted at Central
Excise, Kota
source
(TDS) portion.
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses in the current and
immediately preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Therefore, the provisions of clause 4 (xiii) of
the Companies (Auditors Report) Order, 2003 (as amended) are not
applicable to the Company.
(xiv) In respect of dealing/trading in shares, securities, debentures
and other investments, in our opinion and according to the information
and explanations given to us, proper records have been maintained of
the transactions and contracts and timely entries have been made
therein. The shares, securities, debentures and other investments have
been held by the Company in its own name.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions. (xvi) Based on information and explanations
given to us by the management, term loans were 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
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company does not have any outstanding debentures at the year
end.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information oand explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S. R. BATLIBOI & Co.
Firm's Registration No. 301003E
Chartered Accountants
per Manoj Gupta
Partner
Membership No.: 83906
Place: Gurgaon
Date: May 10, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Chambal Fertilisers
and Chemicals Ltd. (the Company) as at March 31, 2010 and also the
Profit and Loss Account and the Cash Flow Statement for the year ended
on that date annexed thereto, in which are incorporated financial
statements of Shipping Division of the Company audited by other
auditors. These financial statements are the responsibility of the
CompanyÃs 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 signifi cant 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 (AuditorÃS Report) Order, 2003 (as
amended) issued by the Central Government in terms of sub-section (4A)
of Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books and proper returns adequate for the purposes of our audit
has been received from Shipping Division not visited by us. The Branch
Auditorsà Report of the Shipping Division have been forwarded to us and
have been appropriately dealt with;
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account
and audited returns from the Shipping Division;
iv In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956;
v On the basis of the written representations received from the
directors, as on March 31, 2010, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2010 from being appointed as a director in terms of clause
(g) of sub- section (1) of Section 274 of the Companies Act, 1956;
vi. 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 Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010;
b) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows of the Company
for the year ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE CHAMBAL
FERTILISERS AND CHEMICALS LIMITED (THE COMPANY)
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during
the year based on a phased programme of verifying all the assets over a
period of two years, which in our opinion is reasonable having regard
to the size of the Company and the nature of its fixed assets. No
material discrepancies were noticed on physical verification.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has granted loans to three companies covered in
the register maintained under Section 301 of the Companies Act, 1956.
The maximum amount involved during the year was Rs.3000 Lacs and the
year end balance of loans granted to such parties is Rs.2000 Lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(c) In respect of loans granted, repayment of the principal amount is
as stipulated and payment of interest is also regular.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956.
(e) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
Therefore, provisions of clauses 4(iii) (f) and (g) of the Companies
(AuditorÃs Report) Order, 2003 (as amended) are not applicable to the
Company.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fi xedassets and for the sale of goods and
services. During
the course of our audit, no major weakness has been noticed in the
internal control system in respect of these areas. During the course of
our audit, we have not observed any continuing failure to correct major
weakness in internal control system of the Company. (v) (a) According
to the information and explanations provided by the management, we are
of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Act that need to be entered into the
register maintained under Section 301 have been so entered. (b) In our
opinion and according to the information and explanations given to us,
the transactions made in pursuance of such contracts or arrangements
exceeding value of Rupees Five lakhs have been entered into during the
financial year at prices which are reasonable having regard to the
prevailing market prices at the relevant time. (vi) In respect of
deposits accepted, in our opinion and according to the information and
explanations given to us, directives issued by the Reserve Bank of
India and the provisions of Sections 58A, 58AA or any other relevant
provisions of the Companies Act, 1956 and the rules framed thereunder,
to the extent applicable, have been complied with. We are informed by
the management that no order has been passed by the Company Law Board,
National Company Law Tribunal or Reserve Bank of India or any Court or
any other Tribunal. (vii) In our opinion, the Company has an internal
audit system commensurate with the size and nature of its business.
(viii) 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 209(1) (d) of the Companies
Act, 1956, and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. (ix) (a)
Undisputed statutory dues including provident fund, investor education
and protection fund, or employeesà state insurance, income-tax, sales-
tax, wealth-tax, service tax, customs duty, excise duty, have generally
been regularly deposited with the appropriate authorities. Further,
since the Central Government has till date not prescribed the amount of
cess payable under Section 441 A of the Companies Act, 1956, we are not
in a position to comment upon the regularity or otherwise of the
Company in depositing the same.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employeesà state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty and other
undisputed statutory dues were outstanding at the year end for a period
of more than six months from the date they became payable.
(c) According to the records of the Company, there are no dues
outstanding of income-tax, sales-tax, wealth-tax, service tax, custom
duty, excise duty and cess on account of any dispute, other than the
following:
Name
of the Nature of
the Dues Amount
(Rs. in
Lacs) Period to
which the Forum where dispute is
Statute amount
relates pending
Rajasthan Sales tax
demand on 352.34 1996 Rajasthan High Court,
Sales-Tax usage of natural
gas other to Jodhpur
Act, 1994 than Urea
manufacture. 2001
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses in the current and
immediately preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that
the Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
(xii) According to the information and explanations given
to us and based on the documents and records produced to us,
the Company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/society. Therefore, the provisions of clause 4
(xiii) of the Companies (Auditors Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In respect of dealing/trading in shares, securities,
debentures and other investments, in our opinion and according to the
information and explanations given to us, proper records have been
maintained of the transactions and contracts and timely entries have
been made therein.
The shares, securities, debentures and other investments have been held
by the Company in its own name.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by its subsidiaries from
bank/ financial institutions, the terms and conditions whereof in our
opinion are not prima-facie pre judicial to the interest of the Company.
(xvi) Based on information and explanations given to us by the management,
term loans were 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
sed for long term investment.
(xviii) The Company has not made any preferential allotment of shares
no parties or companies covered in the register maintained under Section
301 of the Companies Act, 1956. (xix) Based on books and records
produced to us by the management, securities have been created in
respect of debentures issued, wherever required.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the fi ]nancial statements and
as per the information and explanations given by the management,
we report that no fraud on or by the Company has been noticed or
reported during the course of our audit.
For S.R. BATLIBOI & Co.
Firms Registration No. 301003E
Chartered Accountants
per Manoj Gupta Partner
Membership No.: 83906
Place: Gurgaon
Date: May 8, 2010