Home  »  Company  »  Prism Cement Lim  »  Quotes  »  Auditor Report
Enter the first few characters of Company and click 'Go'

Auditor Report of Prism Cement Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of Prism Cement Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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.

Auditors'' 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 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 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 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 operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016 and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to:

Note no. 37 to the accounts in respect of appointment of the three Managerial Personnel, which is subject to approval of the shareholders of the Company. In addition, in view of absence of profit, remuneration paid to them is also subject to approval of shareholders and Central Government under Section 197 of the Act. The management is proposing to apply to the Central Government under Section 197(10) of the Act for waiver of recovery once necessary approvals from the shareholders are obtained.

Our report is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order''), as amended, issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the ''Annexure A'' a statement on the matters specified in the paragraph 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;

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

d) 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;

e) On the basis of the written representations received from the directors as on March 31, 2016 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;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in ''Annexure B'';

g) 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 34(a) to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer Note 56(c) to the financial statements; and

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

Referred to in paragraph 1 under the heading ''Report on Other Legal and Regulatory Requirements'' of our report on even date to the financial statements of the Company for the year ended March 31, 2016:

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

(b) The Company has formulated a programme of verification by which all fixed assets of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its business. Pursuant to the program, a portion of fixed asset has been physically verified by the management during the year and no material discrepancies were noticed on verification conducted during the year as compared with the book records.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management and further based on certificate received from the Debenture Trustee / Security Trustee, the title deeds of immovable properties included in fixed assets are held in the name of the Company except for following :

Particulars No. of Gross Block Net Block Remarks Cases

As at March 31, 2016 (Rs. in crores)

Freehold Land / 121 26.46 23.13 In the year 2009-10, vide a scheme of amalgamation approved by the Leasehold Land relevant high courts, H. & R. Johnson (India) Limited and RMC Readymix / Premises (India) Private Limited were amalgamated into the Company. These immovable properties are continued to be in the name of the above transferor companies and as represented by the Company, it is in the process of getting these properties transferred / registered in its name. The Company is in the possession of the relevant title deeds registered in the name of H. & R. Johnson (India) Limited or RMC Readymix (India) Private Limited, as the case maybe.

(ii) (a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The discrepancies noticed on physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnership or parties covered in the register maintained under Section 189 of the Act. Accordingly, para 3 (iii) (a) to (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of investments made and loans, guarantees and securities granted.

(v) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act, and the rules framed there under, to the extent applicable. We are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard.

(vi) The Central Government has prescribed maintenance of cost records under Section 148(1) of the Act, for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2016, for a period of more than six months from the date they became payable.

(b) The details of dues of income tax, sales tax, service tax, duty of customs, duty of excise or value added tax or cess which have not been deposited with the concerned authorities on account of dispute are given below:

Nature of dues Period to which the Forum where dispute is pending Amount amount relates involved (Rs. in crores)

Central Excise and 2001-02 to 2011-12 Customs Excise & Service Tax Appellate Tribunal 14.72

Service Tax 2005-06 to 2013-14 Central Excise Service Tax Appellate Tribunal 15.17

2007-08 to 2013-14 Commissioner (Appeals) 0.35

2008-09 to 2009-10 Assistant Commissioner (Appeals) 0.02

2013-14 Deputy Commissioner (Appeals) 0.01

2011-12 Joint Commissioner (Appeals) 0.39

2005-06 to 2006-07 Commissioner, Chennai 0.22

2005-06 Commissioner (Appeals) 0.55

Sales Tax (Central & 2000-01 to 2005-06 The High Court, Chattisgarh 7.56

State) 2009-10 The High Court, Madhya Pradesh 0.53

2010-11 Commercial Tax Appellate Board, Bhopal 0.28

2011-12 Commissioner (Appeals), Delhi 0.12

2008-09, 2009-10 and Joint Commissioner (Appeals), Maharashtra 6.39 2011-12

2009-10 to 2013-14 Additional Commissioner, Madhya Pradesh 3.16

2010-11 to 2011-12 Appellate Board, Madhya Pradesh 0.12

2010-11 to 2011-12 Tribunal Appeal, Telangana 0.03

2002-03 to 2005-06 and Tribunal, Madhya Pradesh 0.26

2007-08 to 2008-09

2011-12 to 2012-13 Deputy Commissioner (Appeals), Chennai 0.11

2010-11 to 2011-12 Commissioner (Appeals), Telangana 0.46

2010-11 to 2011-12 Commissioner (Appeals), Punjab 0.13

2009-10 Deputy Commissioner (Appeals), Rajasthan 0.03

2000-01 to 2001-02 Sales Tax Appellate Tribunal, Hyderabad 0.20

2005-06 to 2006-07 Joint Commissioner of Sales Tax, Mumbai 0.34

2007-08 to 2008-09 Appellate Deputy Commissioner, Chennai 0.36

2008-09 District Industries Centre, Raipur 0.02

2009-10 Appellate Deputy Commissioner, Chennai 0.12

Nature of dues Period to which the Forum where dispute is pending Amount amount relates involved (Rs. in crores)

Sales Tax (Central & 2009-10 Commercial Tax Officer, Bangalore 1.18 State) 2010-11 Deputy Commissioner of Commercial Tax, Gujarat 0.08

2010-11 Assistant Commissioner, Raipur 0.02

2010-11 Excise & Taxation Officer, Mohali ##

2011-12 to 2012-13 Commercial Taxation Officer, Jaipur 0.05

2012-13 Senior Joint Commissioner of Commercial Taxes, Kolkata 0.10

2012-13 to 2013-14 Sales tax Appellate Tribunal, Hyderabad 0.02

2013-14 Assistant Commissioner Commercial Tax, Madhya Pradesh 0.04

Madhya Pradesh 2012-13 to 2015-16 The High Court, Madhya Pradesh 9.77 Commercial Tax Act, 1944

Madhya Pradesh 2006-07 to 2015-16 The Supreme Court 58.27

Entry Tax Act, 1976 2010-11 Commercial Tax Appellate Board, Bhopal 0.65

Uttar Pradesh 1998-99 The High Court, Uttar Pradesh 0.08 Commercial Tax 1996-97 to 1997-98 Tribunal, Uttar Pradesh 0.05 Act, 1956

West Bengal Sales 2002-03 to 2004-05 Revision Authority 0.07 Tax Act 1954 2012-13 Deputy Commissioner (Appeals), West Bengal 0.01

Energy 2000-01 to 2005-06 The Supreme Court 9.89 Development Cess, 2001

Uttar Pradesh Entry 2003-04 to 2009-10 The High Court, Uttar Pradesh 3.86 Tax Act, 2003

Income Tax Act, 2006-07 to 2012-13 Commissioner of Income Tax (Appeals) 4.15 1961

MP Rural 2007-08 to 2015-16 The Supreme Court 0.93 Infrastmdure and 2009-10 to 2012-13 Mining Officer, Department of Mining, Chindwara (Madhya 0.30 Road Development Pradesh) Act, 2005

Industrial Disputes 2007-08 Deputy Labour Commissioner (Labour), Bangalore 0.07 Act

West Bangal CST 2012-13 Sr. Joint Commissioner Appellate, Kolkata 0.16 Sales

Royalty on Mining 2010-11 to 2011-12 Director of Mines & Geology, Hyderabad 0.09 Minerals

Payment of Wages 2014-15 Labour Court, Ahmedabad 0.01 Act

## denotes amount less than Rs. 50,000/-

(viii) The Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders.

(ix) The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no fraud by or on the Company by its officers or employees has been noticed or reported during the year.

(xi) The managerial remuneration has been provided and paid in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act except, as stated in the note no. 37 of the financial statements, no approvals have been received in respect of excess remuneration aggregating to Rs. 0.67 crores to a managing director and two executive directors. The Company is in the process of seeking necessary approvals of the shareholders and of the Central Government for their appointment as well as waiver of recovery of such excess remuneration paid, pending which no steps have been taken by the Company for securing refund of such excess amount.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, para 3 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion, all transactions with related parties are in compliance with Section 177 and 188 of the Act, and the details have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, para 3(xiv) of the Order are not applicable to the Company.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements the Company has not entered into non-cash transactions with directors. We have been informed that no such transaction have been entered into with person connected with directors. Accordingly, para 3(xv) of the Order is 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.



For G. M. Kapadia & Co.

Chartered Accountants

Firm Registration No: 104767W



Atul Shah

Mumbai Partner

Dated: May 25, 2016 Membership No: 39569


Mar 31, 2015

We have audited the accompanying standalone financial statements of PRISM CEMENT LiMitEd ('the Company'), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the 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

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 and presentation 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 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 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 operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its loss 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 section 143(11) of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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;

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

(d) 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;

(e) On the basis of the written representations received from the directors as on March 31, 2015 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; and

(f) 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 34(a) to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer Note 50(c) to the financial statements; and

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

Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date

(i) (a) The Company has maintained proper records showing

full particulars including quantitative details and situation of its fixed assets.

(b) The Company has formulated a programme of verification by which all fixed assets of the Company are being verified in a phased manner over a period of three 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 verification conducted during the year as compared with the book records.

(ii) (a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management were 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. The discrepancies noticed on physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or parties covered in the register maintained under Section 189 of the Act.

(iv) There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 and other relevant provisions of the Act and the rules framed there under, to the extent applicable. We are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard.

(vi) The Central Government has prescribed maintenance of cost records under section 148(1) of the Act, for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is generally regular in depositing 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 tax, cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2015, for a period of more than six months from the date they became payable.

(b) The details of dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise or value added tax or cess which have not been deposited with the concerned authorities on account of dispute are given below:

Nature of dues Period to which the amount relates

2001-02 to 2011-12

2006-07 to 2011-12

2007-08 to 2013-14

2008-09 to 2009-10

Central Excise and Service Tax 2007-08 & 2013-14

2008- 09

2005-08

2005-06

2000-01 to 2005-06

2009-10 to 2010-11

2010-11 to 2012-13

Sales Tax (Central & State) 2008-09 to 2009-10

2009- 10 to 2012-13

2010- 11

2010-11

2007-08 to 2009-10

2010-12

2009- 10

2010- 11 to 2012-13

2009-10

1999-05

Sales Tax (Central & State) 2005-07

2007-09

2008-09

2009-10

2009-10

2009- 10

2010- 12

Madhya Pradesh Commercial Tax 2012-13 to 2014-15 Act, 1944

Madhya Pradesh Entry Tax Act, 2006-07 to 2014-15 1976 2010-11

Uttar Pradesh Entry Tax Act, 2003 2003-04 to 2009-10

Uttar Pradesh Commercial Tax Act, 1998-99 1956 1996-97 to 1997-98

West Bengal Sales Tax Act, 1954 2002-03 to 2004-05

Energy Development Cess, 2001 2000-01 to 2005-06

Income Tax Act, 1961 2006-07 to 2011-12

MP Rural Infrastructure and Road 2007-08 to 2013-14

Development Act, 2005 2009-10 to 2012-13

Royalty on Mining Minerals 2010-12

Nature of dues Forum where dispute is pending

Customs Excise & Service Tax Appellate Tribunal

Central Excise Service Tax Appellate Tribunal

Commissioner (Appeals)

Assistant Commissioner (Appeals)

Central Excise and Service Tax Deputy Commissioner (Appeals)

Joint Commissioner (Appeals)

Customs, Excise and Service Tax Appellate Tribunal, Chennai

Commissioner (Appeals)

The High Court, Chattisgarh

The High Court, Madhya Pradesh

Commissioner (Appeals), Delhi

Sales Tax (Central & State) Joint Commissioner (Appeals), Maharashtra

Additional Commissioner, Madhya Pradesh

Appellate Board, Madhya Pradesh

Assistant Commissioner, Madhya Pradesh

Tribunal, Madhya Pradesh

Deputy Commissioner (Appeals), AP

Assistant Commissioner, Punjab

Commissioner (appeals), Punjab

Deputy Commissioner (appeals), Rajasthan

Sales tax Appellate Tribunal, Hyderabad

Sales Tax (Central & State) Joint Commissioner of Sales Tax, Mumbai

Appellate Deputy commissioner, Chennai

District Industries Centre, Raipur

Appellate Deputy commissioner, Chennai

Additional Commissioner Commercial Taxes, -UP

Commercial Tax Officer, Goa

Additional Commissioner (Appeal), Hyderabad

Madhya Pradesh Commercial Tax The High Court, Madhya Pradesh Act, 1944

Madhya Pradesh Entry Tax Act, The Supreme Court 1976 Commercial Tax Appellate Board, Bhopal

Uttar Pradesh Entry Tax Act, 2003 The High Court, Uttar Pradesh

Uttar Pradesh Commercial Tax Act, High Court, Uttar Pradesh 1956 Tribunal, Uttar Pradesh

West Bengal Sales Tax Act, 1954 Revision Authority

Energy Development Cess, The Supreme Court

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

MP Rural Infrastructure and Road The Supreme Court

Development Act, 2005 The High Court, Madhya Pradesh

Royalty on Mining Minerals Director of Mines & Geology, Hyderabad

Nature of dues Amount involved (Rs. in Crores)

14.72

0.22

10.16

0.02

Central Excise and Service Tax 0.01

0.11

0.54

0.55

7.56

0.81

0.26

Sales Tax (Central & State) 0.68

1.46

##

0.20

0.18

0.09

0.04

0.22

0.03

0.40

Sales Tax (Central & State) 0.34

0.36

0.02

0.12

0.13

0.18

0.01

Madhya Pradesh Commercial Tax 12.2 Act, 1944

Madhya Pradesh Entry Tax Act, 55.24 1976 0.65

Uttar Pradesh Entry Tax Act, 2003 3.86

Uttar Pradesh Commercial Tax Act, 0.08 1956 0.05

West Bengal Sales Tax Act, 1954 0.07

Energy Development Cess, 11.9

Income Tax Act, 1961 4.36

MP Rural Infrastructure and Road 0.66

Development Act, 2005 1.59

Royalty on Mining Minerals 0.09

## denotes amount less than Rs. 50,000/-

(c) According to the information and explanations given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder has been transferred to such fund within time.

(viii) The Company does not have accumulated losses as at March 31, 2015 and has not incurred any cash losses during the current financial year or in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders.

(x) The Company has not given any guarantee for loans taken by others from banks or financial institution.

(xi) The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For G. M. Kapadia & Co. Chartered Accountants Firm's Registration No: 104767W

Atul Shah Mumbai Partner Dated: May 14, 2015 Membership No: 39569


Mar 31, 2014

Report on the Financial Statements

We have audited he accompanying financial statements of PRISM CEMENT LIMITED (''he Company''), which comprise the Balance Shee as a March 31, 2014, and he Statement of Profit and Loss and Cash Flow Statement for the year hen ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management of the Company is responsible for the preparation of these financial statements ha give a rue and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Ac, 1956 ("he Act") read with General circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of Internal Control relevant to the preparation and presentation of the financial statements ha give a rue and fair view and are free from material misstatements, 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 requirement and plan and perform he audit to obtain reasonable assurance about whether he financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about he amount 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 hose risk assessment, 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 no 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 reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe ha he 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 he explanations given to us, he financial statements give the information required by the Act in the manner so required and give a rue and fair view in conformity with the accounting principles generally accepted in India :

(i) In the case of the Balance Shee, of the sae of affairs of the Company as at March 31, 2014;

(ii) In the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditor''s Report) Order, 2003 issued by he Central Government of India in terms of sub-Section (4A) of Section 227 of the Act ("Order"), we enclose in the Annexure a statement of the matters specified in paragraph 4 and 5 of the said order.

(ii) Further o our comments in the Annexure referred o in Paragraph (i) above, as required by Section 227(3) of the Act, we report that;

(a) we have obtained all the information and explanation 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;

(c) the Balance Shee, Statement of Profit and Loss and Cash Flow Statement deal with by his report are in Agreement with the books of account;

(d) in our opinion, he Balance Shee, Statement of Profit and Loss and Cash Flow Statement deal with by his report comply with the Accounting Standards notified under the Act, read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Ac, 2013;

(e) on the basis of the written representations received from the Directors and taken on records by the Board of Directors, none of the Director is disqualified, as at the balance shee date, from being appointed as act Director in terms of section 274 (1) (g) of the Act.

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

(b) According to the information and explanations given to us, he Company has formulated a programme of verification by which all he assets of the Company are being verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard o he size of the Company and nature of its assets. No material discrepancies were Noticed on verification conducted during the year as compared with the book records.

(c) Fixed assets disposed off during the year were not substantial to affect Going Concern Assumption.

(ii) (a) Inventories have been physically verified during the year by he Management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies Noticed on physical verification as compared to the book records were no material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or parties covered in the register maintained under Section 301 of the Act.

(iv) In our opinion and according to the information and explanations given to us, here are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and with regard to the sale of goods. During the course of our audit, we have no observed any major weakness in the internal control system.

(v) To the best of our knowledge and belief and according to the information and explanations given to us :

(a) The particulars of contracts or arrangements referred o in Section 301 of the Act that need to be entered in the Register maintained under he said Section have been so entered; and

(b) Where such transaction is in excess of Rs. five lacs during the year in respect of any party, he transactions have been made a prices which are prima facie reasonable having regard o he prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA of the Act and the rules framed here under with regard to the deposits accepted from the public. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this regard.

(vii) In our opinion, he Company has an Internal audit System commensurate with the size and nature of its business.

(viii) According o he information and explanations given o us, he Central Government has prescribed maintenance of cost records under Section 209(1 )(d) of the Ac for the products manufactured by the Company. We have broadly reviewed he books of account maintained and in our opinion; prima facie, he prescribed Accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, cess and other applicable statutory dues with the appropriate Authorities. No undisputed statutory dues payable were in arrears as a March 31, 2014, for a period of more than six months from the date hey became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned Authorities on account of dispute are given below :

Nature of dues Period to which the amount Forum where dispute is pending Amount relates involved (Rs. Crores)

Sales Tax (Central & State) 2007-2008 to 2009-2010 Assistant Commissioner of Sales Tax, Chennai 0.53

1999-2000 to 2004-2005 & Commercial Tax Officer, Commercial Tax Department, Andhra 0.41 2010-2011 to 2011-2012 Pradesh

2010-2011 to 2011-2012 Excise & Taxation Officer, Mohali #

2005-2006 to 2006-2007 Deputy Commissioner of Sales Tax, Mumbai 0.37

2009-2010 Additional Commissioner, Commercial Tax, Noida 0.13

2008-2009 Additional Commissioner, Commercial Tax Department, Raipur 0.02

2000-2001 to 2005-2006 High Court, Chhattisqarh 7.56

2010-2011 to 2011-2012 Commissioner (Appeals), Delhi 0.29

2010-2011 to 2011-2012 Commissioner (Appeals), Punjab 0.21

2009-2010 Deputy Commissioner (Appeals), Rajasthan 0.03

2009-2010 & 2012-2013 High Court, Jabalpur 8.58

2010-2011 Appellate Board, Bhopal 0.30

Central Excise and Service 2005-2006 to 2013-2014 Commissioner (Appeals) 12.39 Tax 2001-2002 to 2011-2012 Customs Excise Service Tax Appellate Tribunal 17.27

2006-2007 to 2013-2014 Additional Commissioner (Appeals) 1.68

2007-2008 to 2013-2014 Deputy Commissioner (Appeals) 0.07

2002 High Court, Jabalpur #

2000-2003 The Supreme Court 0.13

Madhya Pradesh Commercial 2007-2008 & 2008-2009 Department of Commercial Tax 0.23 Tax Act, 1944 2009-2010 Additional Commissioner (Appeals) 0.19

2010-2011 Assistant Commissioner (Appeals) 0.27

Maharashtra value Added 2008-2010 Commissioner (Appeals) 0.79 Tax, 2002

Uttar Pradesh Commercial 1996-1997 to 1998-1999 Commercial Tax Department, Lucknow 0.05 Tax Act, 1956 1998-1999 High Court 0.08

West Bengal Sales Tax Act, 2002-2003 to 2004-2005 Revision Authority 0.07 1954

Energy Development Cess 2000-2001 to 2005-2006 The Supreme Court 11.9

Royalty on Limestone mining 1997-1998 to 2012-2013 High Court, Jabalpur 40.95

Madhya Pradesh Entry Tax 2006-2007 The Supreme Court 0.18

2010 Commercial Appellate Board, Bhopal 0.65

2008 The Supreme Court 41.42

Rural and Road Development 2007-2008 to 2013-2014 The Supreme Court 1.41

Income Tax 2006-2007, 2007-2008, Commissioner of Income Tax (Appeals) 4.02 2008-2009 & 2011-2012

Uttar Pradesh Entry Tax 2003-2004 to 2009-2010 High Court, Uttar Pradesh 3.86

# denotes amount less than Rs. 50,000/-.

(x) The Company does not have accumulated losses as at March 31, 2014 and has no incurred any cash losses during the current financial year or in he immediately preceding year.

(xi) According o he information and explanations given to us, he Company has no defaulted in repayment of dues o any financial institutions, banks or debenture holders.

(xii) According to the information and explanations given to us, the Company has no granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not at chi fund or a nidhi / Mutual benefit fund / society. The provisions of clause 4(xiii) of the Order, therefore, are not applicable to the Company.

(xiv) According o he information and explanations given to us, the Company is no dealing or rating in shares, securities, debentures and other investments. The Company, however, has made short term investments in units of Mutual Funds during the year. The Company has maintained proper records of the transactions in respect of is investments in Mutual Fund units. The said investments are held in the name of the Company.

(xv) According o he information and explanations given o us, he Company has no given any guarantee for loans taken by others from banks or financial institution.

(xvi) In our opinion and according to the information and explanations given to us, the Company has raised term loans during the year, which have been applied for the purposes for which they were raised.

(xvii) In our opinion and according o he information and explanations given to us, and on an overall examination of the Balance Shee of the Company, we report that funds raised on short term basis have not been utilised for long term investment.

(xviii) According to the information and explanations given to us, during the year, he Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

(xix) According to the information and explanations given to us and he records examined by us, securities have been created in respect of he debentures issued and outstanding at the year-end.

(xx) During the year, he Company has no raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according o he information and explanations given to us, we report that no fraud on or by the Company has been Noticed or reported, during the year.

For G. M. Kapadia & Co.

Chartered Accountants

Firm Registration No : 104767W

Aul Shah

Place: Mumbai Partner

Date : May 27, 2014 Membership No : 39569


Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of PRISM CEMENT LIMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2013, and the Profit and Loss Statement and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

Management of the Company 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 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 misstatements, whether due to fraud or error.

3. 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 requirement 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 amount 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. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the 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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports received from the branch auditors referred in para 5 below, 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 :

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(ii) In the case of the Profit and Loss Statement, of the loss for the year ended on that date; and

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

5. Other Matter

H & R Johnson (India) and RMC Readymix (India) divisions of the Company have been audited separately by branch auditors appointed by the Company. The branch auditors'' reports provided to us have been considered for overall reporting for the Company.

6. Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditor''s Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement of the matters specified in paragraph 4 and 5 of the said order.

(ii) Further to our comments in the Annexure referred to in Paragraph 6 (i) above, as required by section 227(3) of the Act, we report that;

a. we have obtained all the information and explanation 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;

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

d. in our opinion, the Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt herewith comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. on the basis of the written representations received from the Directors and taken on records by the Board of Directors, none of the Director is disqualified, as at the balance sheet date, from being appointed as a Director in terms of section 274(1)(g) of the Companies Act, 1956;

f. since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 6 (i) of the Auditors Report of even date of PRISM CEMENT LIMITED for the year ended March 31, 2013

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

(b) According to the information and explanations given to us, the Company has formulated a programme of verification by which all the assets of the Company are being verified in a phased manner over a period of three 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 verification conducted during the year as compared with the book records.

(c) Fixed assets disposed off during the year were not substantial to affect Going Concern Assumption.

(ii) (a) Inventories have been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) To the best of our knowledge and belief and according to the information and explanations given to us :

(a) The particulars of contracts or arrangements referred to in Section 301 that need to be entered in the Register maintained under the said section have been so entered.

(b) Where such transaction is in excess of Rs. five lacs during the year in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this regard.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, cess and other applicable statutory dues with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31, 2013, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below :

Nature of dues Period to Forum where dispute is pending Amount which the involved amount relates (Rs. in Crores)

Excise Duty & Service Tax 1997 - 2002 Custom, Excise & Service Tax Appellate Tribunal 0.33

2006 - 2012 Commissioner of Appeal 0.08

1997-1998, CESTAT 0.11 2001-2002, 2003-2004 2006-2011 CESTAT 8.06

2006 - 2012 Joint Commissioner 0.24

2007 - 2012 Commissioner 0.76

2005-2012 CESTAT 18.71

2007 - 2011 Additional Commissioner 0.07

2011 - 2012 Deputy Commissioner ##

2007 - 2011 Commissioner (Appeals) 0.17

2011 - 2012 Commissioner 0.98

2005-2011 CESTAT 0.02

2007 - 2011 Joint Commissioner 0.02

2007-2011 CESTAT 0.56

2010 - 2012 Comm. of Central Excise (Appeals) 0.21

2011 - 2012 Asst. Commissioner of Central Excise 0.02

2006-2009 CESTAT 0.04

2006 - 2011 Asst. Commissioner of Central Excise 0.02

Sales Tax (Central & State) 2000 - 2006 High Court of Chhattisgarh 7.56

2009 - 2011 High Court of Madhya Pradesh 0.53

1999 - 2002 Sales tax Appellate Tribunal 0.21

2004 - 2005 Sales tax Appellate Tribunal 0.18

1999 - 2002 Sales tax Appellate Tribunal 0.29

2005 - 2007 Appellate Deputy Commissioner of Commercial Tax 0.09

2005 - 2006 Deputy Commissioner of Sales Tax 0.20

2002 - 2004 Appeal filed with DC appeal 0.02

2007 - 2008, Deputy Commissioner (Appeals) 0.02 2009 - 2010, 2011 - 2012

2008 - 2009 Deputy Commissioner of Commercial Tax 0.16

2002 - 2005 Appellate Commissioner 0.07

Service Tax January 2005 Appellate Tribunal 0.45 July 2007

VAT on Freight 2012 - 2013 High Court of Madhya Pradesh 4.37

Uttar Pradesh Commercial 1998 - 1999 High Court of Uttar Pradesh 0.08 Tax

Madhya Pradesh 2004 - 2005, Appeal filed before Tribunal 0.28 Commercial Tax 2005 - 2006, 2007 - 2008, 2008 - 2009

2008 - 2009, Appeal filed before Addl. Commissioner 0.28 2009 - 2010

Madhya Pradesh Entry Tax 2001 - 2002 High Court of Madhya Pradesh 0.14

2007 - 2013 High Court of Madhya Pradesh 31.44

2006 - 2007 The Supreme Court 0.18

Uttar Pradesh Entry Tax 2003 - 2010 High Court of Uttar Pradesh 3.86

Entry Tax 2008 - 2009 Deputy Commissioner (Appeals) 0.02

Cess on Land 1990 - 1991 Tehsildar Court 0.41 to 2003 - 2004

Energy Development Cess 2000 - 2006 The Supreme Court 11.90

Royalty on Limestone 1996 - 2011 The Supreme Court 22.87 mining

Income Tax 2006 - 2007, Commissioner of Income Tax - Appeal 3.71 2007 - 2008, 2008 - 2009

Royalty on Mining Minerals 2007 - 2010 Appellate Authority, Mines & Geology Department 0.05

## denotes amount less than Rs. 50,000/-

(x) The Company does not have accumulated losses as at March 31, 2013 and has not incurred any cash losses during the current financial year or in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders.

(xii) According to the information and explanations given 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) The Company is not a chit fund or a nidhi/ mutual benefit fund/society. The provisions of clause 4(xiii) of the Order, therefore, are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. The Company, however, has made short-term investments in units of Mutual Funds during the year. The Company has maintained proper records of the transactions in respect of its investments in Mutual Fund units. The said investments are held in the name of the Company.

(xv) According to the information and explanations given to us, the Company has given a guarantee of Rs. 108.54 Crores for loans taken by one of its wholly owned subsidiaries from bank. In our opinion, the terms and conditions of the guarantee are, prima facie, not considered prejudicial to the interest of the Company as it is given for the wholly owned subsidiary.

(xvi) In our opinion and according to the information and explanations given to us, the Company has raised term loans during the year which have been applied for the purposes for which they were raised.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short- term basis have not been utilised for long term investment.

(xviii) According to the information and explanations given to us, during the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us and the records examined by us, securities have been created in respect of the debentures issued and outstanding at the year end.

(xx) During the year, the Company has not raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported, during the year.

For N. M. RAIJI & CO.

Chartered Accountants

Firm Registration No.: 108296W

J. M. GANDHI

Partner

Membership No.: 37924

Place : Mumbai

Date : May 9, 2013


Mar 31, 2010

1. We have audited the attached Balance Sheet of PRISM CEMENT LIMITED ("the Company") as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the standards on auditing 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (the Order) issued by the Central Government of India 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. H & R Johnson (India) and RMC Readymix (India) divisions have been audited separately by Branch Auditors appointed by the Company and their reports have been considered for overall reporting by us for the Company.

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

(i) we have obtained all the information and explanations, which to thebest 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 of the Company;

(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) on the basis of 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 together with the notes thereon 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 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.

ANNEXURE TO THE AUDITORS REPORT OF PRISM CEMENT LIMITED (Referred to in paragraph 3 of our report of even date on the financial statements for the year ended March 31, 2010)

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

(b) According to the information and explanations given to us, the Company has formulated a programme of verification by which all the assets of the Company are being verified in a phased manner over a period of three 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 verification conducted during the year as compared with the book records.

(c) Fixed assets disposed off during the year were not substantial to affect Going Concern Assumption.

(ii) (a) Inventories have been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/ from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) According to the information and explanations given to us, during the year there are no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this regard.

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

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for the products manufactured by the Company. We have broadly reviewed the books of account maintained and in our opinion; prima facie, the prescribed accounts and records have been made and maintained by the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations provided to us, the Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth tax, Service Tax, Custom duty, Excise duty with the appropriate authorities. No undisputed statutory dues payable were in arrears as at March 31,2010, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:

(Rs. Crore)

Particulars Financial Forum where dispute is pending years to which the matter pertains

Excise Duty 1997-1998 Commissioner of Appeal

1997-2002 Custom Excise & Service Tax Appellate Tribunal

2006-2010 Commissioner of Appeal

Sales Tax (Central and State) 2000-2006 High Court of Chattisgarh

2005-2006 Deputy Commissioner of Appeal

2002-2005 Commissioner of Appeal

2002-2004 Deputy Commissioner

2005-2006 Deputy Commissioner

1999-2002 Sales Tax Appellate Tribunal

2004-2005 Sales Tax Appellate Tribunal

1999-2002 Appellate Asst. Commissioner of Commercial Tax

2005-2006 Appellate Deputy Commissioner of Commercial Tax

Local Body Tax 1996-1997 High Court of Madhya Pradesh

MP Entry Tax 2006-2007 The Supreme Court

2001-2002 High Court of Madhya Pradesh

Cess on Land 1990-91 to Tehsildar Court 2003-04

Energy Development Cess 2000-2006 The Supreme Court

Royalty on Limestone mining 1996-2009 The Supreme Court

Tax on Road Development 2008-2010 Mining Collector

Income Tax 2003-2004 Commissioner of Appeal

2005-2006 Appellate Tribunal

2006-2007 Commissioner of Appeal

Service Tax 2005-2007 Service Tax Appellate Tribunal

2007-2008 Commissioner of Central Excise (Appeals)

Madhya Pradesh 2005-2006 Commissioner of Appeal Commercial Tax

2004-2005 Appellate Tribunal



Particulars Amount

Excise Duty 0.08

0.35

0.02

Sales Tax (Central and State)7.56

0.05

0.07

0.02

1.14

0.21

0.18

0.29

0.03

Local Body Tax 0.02

MP Entry Tax 0.17

0.14

Cess on Land 0.37

Energy Development Cess 9.44

Royalty on Limestone mining 33.84

Tax on Road Development 3.00

Income Tax 2.66

0.09 0.08

Service Tax 0.23

0.22 Madhya Pradesh Commercial Tax 0.03

0.08

(x) The Company does not have accumulated losses as at March 31, 2010 and has not incurred any cash losses during the current financial year or in the immediately preceding period.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or banks.

(xii) According to the information and explanations given 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) The Company is not a chit fund or a nidhi/mutual benefit fund/society. The provisions of clause 4 (xiii) of the Order, therefore, are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments except in mutual fund units. The Company has maintained proper records of the transactions in respect of its dealings in mutual fund units.

(xv) According to the information and explanations given to us, the Company has given a guarantee for loans taken by one of its wholly owned subsidiaries from bank. In our opinion, the terms and conditions of the guarantee are, prima facie, not prejudicial to the interest of the Company, as it is given for the wholly owned subsidiary.

(xvi) In our opinion and according to the information and explanations given to us, the Company has raised term loans during the year which have been applied for the purposes for which they were raised.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been utilised for long term investment.

(xviii) According to the information and explanations given to us, during the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any debentures which were outstanding during the period covered by our report.

(xx) During the year, the Company has not raised any money by way of a public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no material fraud on or by the Company has been noticed or reported, during the year.

ForN. M.RAIJI&CO.

Chartered Accountants

J. M. GANDHI

Partner

Membership No.: 37924 Firm Registration No.: 108296W

Place : Mumbai Date : May 5, 2010

 
Subscribe now to get personal finance updates in your inbox!