Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Saurashtra Cement Limited (''the Company''), 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 significant accounting policies and other explanatory information (herein after referred to as ''standalone Ind AS financial statements'').
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 Actâ) with respect to the preparation and presentation of these standalone Ind AS 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.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
In conducting 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Other Matter
The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these standalone Ind AS financial statement, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose reports for the year ended 31st March 2017 and 31st March 2016 dated 23rd May 2017 and 23rd May 2016 respectively expressed an unmodified opinion on those standalone financial statements, which have been adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us. Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Orderâ) issued by the Central Government in terms of section 143 (11) of the Act, we give in the Annexure A, a statement on the matters specified in the 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.
(c) The Balance Sheet, the Statement of Profit and Loss, 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 prescribed 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 32 to the standalone Ind AS financial statements.
(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(iii) There were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.
(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirementsâ section of our report to the members of Saurashtra Cement Limited of even date)
Report on the Companies (Auditor'' Report) Order, 2016, issued in terms of section 143 (11) of the Companies Act, 2013(''the Act'') of Saurashtra Cement Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a program of verification to cover all the items of fixed assets in a phased manner of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, portion of the fixed assets were physically verified by the Management during the year. According to information and explanation given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties other than self-constructed immovable properties (buildings) are held in the name of Company. The self-constructed Building having Gross book value of '' 2411.45 Lakhs (Net Block '' 120.57 Lakhs) is on the land of Gujarat Maritime Board which has given license vide agreement dated January 17, 1997 to use the land for a period of 15 years from the date of completion of construction being October 8, 2000. This agreement is now pending for renewal.
(ii) Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed.
(iii) (a) According to information and explanations given to us, the Company had granted interest-free unsecured deposit to one of its subsidiary in earlier years, which is a company covered in the register maintained under Section 189 of the Act. The Company has not granted any other loans, secured or unsecured, to firms, Limited Liabilities Partnerships or other parties covered under Section 189 of the Act.
(b) As regards the said interest-free deposit to the subsidiary, no other terms and conditions, including repayment thereof have been stipulated and accordingly, the question of making any comment further regularity of the receipt of the principal or the recovery of overdue amounts does not arise. Considering the amount involved and the fact that is given to a subsidiary and for the purpose of which it is given, in our opinion, the same is not, prima facie, prejudicial to the interest of the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made. The Company has not given any guarantee or provided any security in connection with the loan to any person or other body corporate and accordingly, the question of commenting on compliance with the provisions in respect thereof does not arise.
(v) The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2018 and therefore, the provisions of the clause 3(v) of the Order are not applicable to the Company.
(vi) We have broadly reviewed the books of account maintained by the Company in respect of cement produced by the Company where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under sub-section
(1) of Section 148 of the Act, 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 records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and based on records of the Company examined by us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess, Goods and Services Tax, and other material statutory dues, as applicable, with appropriate authorities, except Sales Tax, Excise duty, Service Tax, Custom duty where there was some delay on few occasions.
According to the information and explanations given to us and the records of the Company examined by us, in our opinion, no undisputed amounts payable were in arrears as at March 31, 2018 for a period of more than six months from the date they became payable. As informed to us, the provisions of the Employees'' State Insurance Act are not applicable to the Company.
(b) According to the information and explanations given to us and the records of the Company examined by us, the details of disputed statutory dues of Income Tax, Service Tax, Sales Tax, Value Added Tax, Excise Duty and other material statutory dues which have not been deposited as at March 31, 2018 on account of dispute are as under:
Name of the Statute |
Nature of the Dues |
Amount (Rs. In Lacs)* |
Year to which amount relates |
Forum where dispute is pending |
Central Excise Act, 1944 |
Excise Duty |
174.05 |
2006-07 & 2007-08 |
High Court of Gujarat |
636.31 |
2007-08 to 2013-14 |
CESTAT |
||
16.58 |
2013-14 |
CESTAT |
||
1.41 |
2013-14 & 2014-15 |
Assistant Commissioner Junagadh |
||
9.24 |
2014-15 to 2016-17 |
Commissioner of Excise Appeals |
||
405.57 |
2009-10 to 2013-14 |
CESTAT |
||
The Finance Act, 1994 |
Service Tax |
2.10 |
2006-07 |
CESTAT |
3.49 |
2006-07 to 2011-12 |
CESTAT |
||
Customs Act 1962 |
Custom Duty |
1,022.95 |
2011-12 & 2012-13 |
CESTAT |
*Amount Includes the amount of Interest to the extent provided by the Company in the books of account.
(viii) To the best of our knowledge and according to information and explanations given to us, the Company has not defaulted in the repayment of loans to banks. The Company has not issued debentures. The Company has not taken any loans either from financial institution or Government or has not issued any debentures.
(ix) The Company has raised money by way of Term Loan from Bank and the proceeds were applied for the purposes for which those are raised. The Company has not raised moneys by way of initial public offer or further public offer (Including debt instruments).
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provision of Section 197 read with Schedule V to the Act.
(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence reporting requirement under paragraph 3 (xiv) of the order is not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with Directors or persons connected to directors and hence provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.
(xvi) The Company is not required to be registered under section 45IA of Reserve bank of India Act, 1934.
(Referred to in paragraph 2(f) under "Report on Other Legal and Regulatory Requirementsâ section of our report to the members of Saurashtra Cement Limited of even date)
Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
In conjunction with our audit of the standalone Ind AS financial statements of Saurashtra Cement Limited (The Company) as of and for the year ended March 31, 2018, we have also audited the internal financial controls over financial reporting of the Company.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Manubhai & Shah LLP
Chartered Accountants
ICAI Firm Registration No. 106041W /W100136
K. C. Patel
Place: Mumbai Partner
Date: May 24, 2018 Membership No. 30083
Mar 31, 2017
TO THE MEMBERS OF SAURASHTRA CEMENT LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of SAURASHTRA CEMENT LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2017, 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.
Managementâs 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 (âthe Actâ) 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 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.
Auditorsâ Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors'' 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 that 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, 2017, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by 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, 2017 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.
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 A.
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, if any, of pending litigations as at March, 31, 2017 on its financial position in its standalone financial statements - Refer Note 30 of the standalone financial statements;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as required under the applicable law or accounting standards;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2017.
iv. The Company has provided requisite disclosure in the financial statements as to holding as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on audit procedure and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management - Refer Note 18.1 of the standalone financial statements.
2. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in Annexure B, a statement on the matters specified in the paragraphs 3 and 4 of the Order.
Referred to in paragraph 1.f under the heading of âReport on Other Legal and Regulatory Requirementsâ of our Independent Auditorsâ Report of even date on the standalone financial statements for the year ended March 31, 2017
Report on the Internal Financial Controls under Section 143(3)(i) of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of SAURASHTRA CEMENT LIMITED (âthe Companyâ), 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.
Managementâs Responsibility for Internal Financial Controls
The Companyâs 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 (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (âICAIâ). 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 companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls, both applicable to an audit of Internal Financial Controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs 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 companyâs 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 expenditure 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.
Referred to in paragraph 2 under the heading of âReport on Other Legal and Regulatory Requirementsâ of our Independent Auditors''
Report of even date on the standalone financial statements for the year ended March 31, 2017
Report on the Companies (Auditorsâ Report) Order, 2016, issued in terms of Section 143(11) of the Companies Act, 2013 (âthe Actâ) of Saurashtra Cement Limited (âthe Companyâ)
i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, plant and equipment (PPE) (earlier referred to as fixed assets).
b. The PPE have been physically verified by the management according to a phased programme designed to cover all the PPE over a period of three years, which, in our opinion, provides for physical verification of all the items of PPE at reasonable intervals. Pursuant to the programme, a material portion of the items of PPE have been verified by the management during the year, and no material discrepancies were noticed on such verification.
c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties other than self-constructed immovable properties (Buildings) as included in PPE, Note 11 to the financial statements, are held in the name of the Company. The license to use agreement with Gujarat Maritime Board dated January 17, 1997, for the use of self constructed Jetty Gross BlockRs.2411.45 lacs (Net BlockRs.120.57 lacs), constructed on the land provided by Gujarat Maritime Board for a period of 15 years from the date of completion of construction being October 8, 2000 is pending for renewal.
ii. Inventories other than stocks-in-transit have been physically verified by the management during the year. For stocks-in-transit at the year-end, the necessary documentary evidences for physical verification have been obtained. In our opinion, the frequency of such verification is reasonable and no material discrepancies were noticed on such physical verification.
iii. a. The Company had granted interest-free unsecured deposit to one of its subsidiary in earlier years, which is a company covered in the Register maintained under Section 189 of the Act. The Company has not granted any other loans, secured or unsecured, to firms, limited liability partnerships or other parties covered under section 189 of the Act.
b. As regards the said interest-free deposit to the subsidiary, no other terms and conditions, including repayment thereof have been stipulated and accordingly, the question of making any comment for the regularity of the receipt of the principal or the recovery of overdue amounts does not arise. Considering the amount involved and the fact that it is given to a subsidiary and for the purpose for which it is given, in our opinion, the same is not, prima facie, prejudicial to the interest of the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made. The Company has not given any guarantee or provided any security in connection with a loan to any person or other body corporate and accordingly, the question of commenting on compliance with the provisions in respect thereof does not arise.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public. Accordingly, paragraph 3 (v) of the Order to comment on whether 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 rules framed there under, is not applicable.
vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 as specified by the Central Government under Section 148(1) of the Act in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the said accounts and records with a view to determine whether they are accurate or complete.
vii. a. According to the information and explanations given to us and on the basis of the books and records examined by us, the
Company has been regular in depositing undisputed statutory dues including Provident Fund, Income-tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues as applicable to it with the appropriate authorities and there are no arrears of outstanding statutory dues on the last day of the financial year, for a period of more than six months from the date they become payable. As informed to us, the provisions of the Employees'' State Insurance Act are not applicable to the Company.
b. According to the information and explanations given to us and on the basis of the books and records examined by us, as may be applicable, given herein below are the details of dues of Income-tax, Sales-tax, Service-tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess which have not been deposited on account of disputes and the forum where the dispute is pending:
Nature of Dues - Name of the Statute |
Amount (Rs, lacs) |
Period to which amount relates |
Forum where dispute is pending |
Service Tax - The Finance Act, 1994 |
|||
Tax and penalty |
2.39 (*0.35) |
2006-2007 |
CESTAT |
Tax and penalty |
5.58 |
2010-2011 |
CESTAT |
Duty of Customs- Customs Act, 1962 |
|||
Duty and interest |
3.25 (*3.25) |
2009-2011 |
CESTAT |
Duty, interest and penalty |
741.28(*76.86) |
2011-2013 |
CESTAT (Large Bench) |
Duty of Excise - Central Excise Act, 1944 |
|||
Tax, interest and penalty |
710.45(*20.62) |
2005-2016 |
CESTAT |
Duty, interest and penalty |
174.05 |
2007-2008 |
Honourable High Court of Gujarat |
Penalty |
0.69 (*0.07) |
2012-2013 |
Commissioner of Excise (Appeals) |
Duty and penalty |
421.37(*15.80) |
2008-2014 |
CESTAT |
Value Added Tax - Gujarat Value Added Tax Act, 2003 |
|||
Value Added Tax (VAT) |
159.02 |
2008-2010 |
Joint Commissioner of Sales Tax |
Interest on VAT |
294.68 |
||
Penalty on VAT |
101.42 |
||
* Indicates amounts deposited against the dispute |
viii. According to the information and explanations given to us, as also on the basis of the books and records examined by us, the Company has not defaulted in the repayment of dues to financial institutions, banks, Government or debenture holders.
ix. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, paragraph 3 (ix) of the Order in respect thereof is not applicable. Moneys raised by way of term loans were applied for the purposes for which those are raised.
x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year in the course of our audit.
xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. The Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and the details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
xiv. In terms of the Order of March 14, 2013 from the Board for Industrial and Financial Reconstruction a Rehabilitation Scheme, for the contribution from the promoters and associates, the Company had made allotment of equity shares during the previous financial year for which the balance call money is received during the year. These call money have been used for the purposes specified in the Scheme for which the funds were raised. Other than the allotment as aforesaid, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures under Section 42 of the Act during the year under review. Accordingly, the requirement to comment upon the utilisation of funds for the purpose for which they were raised does not arise.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Place: MUMBAI Partner
Date: May 23, 2017 Membership No. 36148
Mar 31, 2015
We have audited the accompanying standalone financial statements of
SAURASHTRA 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 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 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
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143 (10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, 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 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 that 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, 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 Section
143 (11) of the Act, we give in the Annexure a statement on the matters
specified in the paragraphs 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
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, the Statement of Profit and Loss account and the
Cash Flow Statement dealt with by this report are in agreement with the
books of account.
d. In our opinion, the 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.
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 standalone financial statements  Refer Note
30 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 as required under the applicable law or accounting standards;
iii. there were no amounts which were required to be transferred, to
the Investor Education and Protection Fund by the Company.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
Referred to in paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" of our Independent Auditors' Report of
even date on the standalone financial statements for the year ended
March 31, 2015.
We report that:
i. a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of the fixed
assets.
b. As explained to us, the fixed assets have been physically verified
by the management according to a phased programme designed to cover all
the fixed assets over a period of three years, which in our opinion, is
at reasonable intervals having regard to the size of the Company and
the nature of its assets. Pursuant to the programme, a material portion
of the fixed assets have been verified by the management during the
year, and no material discrepancies have been noticed on such
verification.
ii. a. Inventories other than stocks-in-transit have been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable. For stocks-in-transit at
the year-end, the necessary documentary evidences have been obtained.
b. In our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
c. In our opinion, the Company has maintained proper records of its
inventories and no material discrepancies have been noticed on physical
verification between the physical stocks and book records.
iii. a. As per the information furnished, in earlier years, the Company
had granted interest-free unsecured deposit to one of its subsidiary,
which is a company covered in the Register maintained under Section 189
of the Act.
b. As regards interest-free deposit to the subsidiary, the terms and
conditions of the deposit, including repayment thereof have not been
stipulated and hence, the question of making any comment for the
regularity of the receipt of the principal or the recovery of overdue
amounts does not arise.
i v. 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, no major weaknesses have been
observed in such internal control system.
v. In our opinion and according to the information and explanations
given to us, as the Company has not accepted any deposit from the
public, Clause 3 (v) of the Order to comment on whether 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 rules framed there under, are not applicable.
vi. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Records and Audit) Rules, 2014 as
specified by the Central Government under Section 148 (1) of the Act in
respect of its products and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. However,
we have not made a detailed examination of the said accounts and
records with a view to determine whether they are accurate or complete.
vii. a. According to the information and explanations given to us and
on the basis of the books and records examined by us, the Company has
been regular in depositing undisputed statutory dues including
Provident Fund, Income- tax, Sales-tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty, Value Added Tax, Cess and other statutory
dues as applicable to it with the appropriate authorities and there are
no arrears of outstanding statutory dues as at the last day of the
financial year, for a period of more than six months from the date they
become payable. As informed to us, the provisions of the Employees'
State Insurance Act are not applicable to the Company.
b. According to the information and explanations given to us and on the
basis of the books and records examined by us, no amount of the
Income-tax, Sales-tax, Wealth-tax or Cess is required to be deposited
under dispute. In respect of Value Added Tax, Customs Duty, Excise Duty
and Service Tax, which have not been deposited as on March 31, 2015 on
account of disputes and the forum where the dispute is pending, are
given below:
Nature of Dues -
Name of the Amount Period to which Forum where dispute
is pending
Statute (RS,lacs) amount relates
Value Added Tax - Gujarat Value Added Tax Act, 2003
Value Added
Tax (VAT) * 374.10 2007-2010 Joint Commissioner
of Sales Tax
Interest on VAT 472.93
Penalty on VAT 435.67
* Against this a
deposit of Rs. 223
lacs have been
kept with Gujarat
State Financial
Services Limited
Custom Duty - Customs Act, 1962
Duty and interest 3.25 2009-2011
Commissioner of
Customs (Appeals)
Duty, interest and
penalty 290.45 2012-2013
Duty, interest
and penalty 266.64 2011-2012 CESTAT
Excise Duty - Central Excise Act, 1944
Duty 122.66 2001-2002 CESTAT
Duty, interest
and penalty 174.05 2007-2008 Honourable High
Court of Gujarat
Penalty 0.70 2012-2013 Commissioner of
Excise (Appeals)
Service Tax - Central Excise Act, 1944
Tax and penalty 490.86 2005-2014 CESTAT
Tax and penalty 2.39 2006-2007 CESTAT
Tax and penalty 44.11 2006-2011 CESTAT
c. The Company is not required to transfer any amount to Investor
Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made there
under.
viii. The accumulated losses of the Company at the end of the financial
year are less than fifty per cent of its net worth. The Company has not
incurred cash losses in the current financial year and in the
immediately preceding financial year.
ix. According to the information and explanations given to us, as also
on the basis of the books and records examined by us, the Company has
not defaulted in the repayment of dues to financial institutions, banks
or debenture holders.
x. According to the information and explanations given to us, as the
Company has not given any guarantee for loans taken by others from
banks or financial institutions, the requirement of Clause 3 (x) of the
Order, to comment on whether the terms and conditions are prejudicial
to the interest of the Company is not applicable.
xi. The Company has not obtained any term loan during the year, and
accordingly, requirement of Clause 3 (xi) of the Order, to comment on
whether the term loans obtained during the year by the Company were
applied for the purpose for which the loans were obtained is not
applicable.
xii. Based on the audit procedures performed and to the best of our
knowledge and belief and according to the information and explanations
given to us, no fraud on or by the Company has been noticed or reported
during the year.
For bans S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Partner
Membership No. 36148
Place : MUMBAI
Date : May 14, 2015
Mar 31, 2014
We have audited the accompanying financial statements of SAURASHTRA
CEMENT LIMITED ("the Company"), which comprise the Balance Sheet as at
March 31, 2014, 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
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 notified under the Companies Act, 1956 ("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 Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and fair 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 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 that we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid 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, 2014;
ii. in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), as amended by the Companies (Auditor''s Report) (Amendment)
Order, 2004, issued by the Central Government in terms of Section
227(4A) of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in the 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;
c. The Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d. In our opinion, the Balance Sheet, the Statement of Profit and Loss
and Cash Flow Statement 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 Act, 2013;
e. On the basis of the written representations received from the
directors of the Company as on March 31, 2014, taken on record by the
Board of Directors, we report that none of the directors is
disqualified as on March 31, 2014 from being appointed as a director in
terms of Section 274(1)(g) of the Companies Act, 1956.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
[Referred to in paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" of our report of even date to the members
of SAURASHTRA CEMENT LIMITED on the financial statements for the year
ended March 31, 2014.]
On the basis of such checks as we considered appropriate and in terms
of information and explanations given to us, we report that:
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation of most of
the fixed assets.
(b) As explained to us, during the year, most of the fixed assets have
been physically verified by the management so as to cover all the fixed
assets on a rotation basis, the frequency of which, in our opinion, is
reasonable. No material discrepancies have been noticed on such
verification.
(c) During the year, the Company has not disposed off any substantial
part of its fixed assets so as to affect its going concern.
ii. (a) Inventories other than stocks-in-transit have been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable. For stocks-in-transit at
the year end, the necessary documentary evidences have been obtained.
(b) In our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate, in
relation to the size of the Company and the nature of its business.
(c) In our opinion, the Company is maintaining proper records of its
inventories and the discrepancies noticed on physical verification
between the physical stocks and book records were not material and have
been properly dealt with in the books of account.
iii. (a) As per the information furnished, in earlier years, the
Company had granted interest-free unsecured deposit to one of its
subsidiary companies. The maximum amount outstanding during the year
and year-end balance from the said subsidiary company is Rs. 34.40
lacs. The Company has not granted any other loan, secured or unsecured,
to companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) As regards interest-free deposit to the subsidiary company, no
other terms and conditions, including repayment thereof have been
stipulated and hence, the question of making any comment for the
regularity of the receipt of the principal or the recovery of overdue
amounts does not arise. Considering the amount involved and the fact
that it is given to a subsidiary, the same is not, prima facie,
prejudicial to the interest of the Company.
(c) As the Company has not taken any loan, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act, Clause (iii) (e) of the Order requiring
the Company to give the number of parties and amount involved in the
transactions, Clause (iii) (f) of the Order requiring to comment upon
whether the rate of interest and other terms and conditions of loans
taken being prima facie prejudicial to the interest of the Company and
Clause (iii) (g) requiring to comment upon the regularity of payment of
the principal amount and interest, are not applicable.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems 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
continuing failure to correct major weaknesses in the aforesaid
internal control systems.
v. (a) According to the information and explanations given to us and
the records examined by us, we are of the opinion that the particulars
of contracts or arrangements that need to be entered into a register
maintained under Section 301 of the Act have been so entered.
(b) In our opinion and according to the information and explanations
given to us, there have been no transaction made in pursuance of such
contracts or arrangements entered into the register made under Section
301 of the Act and exceeding the value of Rupees Five Lacs in respect
of any party during the year, other than interest - free deposit
referred to in Paragraphs iii (a) and iii (b) above.
vi. As legally advised, the Company considers security deposits
received from stockists and transporters as security for proper
fulfillment of the contracts and advances received from customers as
falling outside the purview of Section 58A of the Act. Subject to the
above, in our opinion and according to the information and explanations
given to us, as the Company has not accepted any deposit from the
public, the question of complying with the directives issued by the
Reserve Bank of India and the provisions of Section 58A and 58AA or any
other relevant provisions of the Act and the rules framed there under,
does not arise. We are informed 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.
vii. In our opinion, the Company has an internal audit system
commensurate with its 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 Act in
respect of the Company''s products to which the said rules are
applicable and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the said records with a view to
determine whether they are accurate or complete.
ix. (a) According to the information and explanations given to us and
on the basis of the books and records examined by us, the Company has
been regular in depositing undisputed statutory dues including Fund,
Investor Education and Protection Fund, Income-tax, Value Added Tax,
Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues
with the appropriate authorities, except for delay in one month of some
cases of Service Tax. As per the information and explanations given to
us, as also on the basis of the books and records examined by us, there
are no arrears of undisputed statutory dues outstanding as at the last
day of the financial year, for a period of more than six months from
the date they become payable. As informed to us, the provisions of the
Employees'' State Insurance Act are not applicable to the Company.
(b) According to the information and explanations given to us and on
the basis of the books and records examined by us, no amount of the
Income-tax, Wealth-tax and Cess is under dispute. In respect of Value
Added Tax, Customs Duty, Excise Duty and Service Tax, which have not
been deposited as on March 31, 2014 on account of disputes and the
forum where the dispute is pending, are given below:
Nature of Dues - Amount Period to which Forum where dispute
Name of the Statute (Rs. lacs) amount relates is pending
Value Added Tax -
Gujarat Value Added
Tax Act, 2003
Value Added Tax (VAT)* 374.10
Interest on VAT 440.14
Penalty on VAT 435.67 2007-2010 Joint Commissioner
of Sales Tax
* Against this a
deposit of Rs. 223
lacs have been kept
with Gujarat State
Financial Services
Limited
Custom Duty - Customs
Act, 1962
Duty and interest 3.25 2009-2011 Commissioner of
Customs (Appeals)
Duty and penalty 266.64 2011-2012
Excise Duty - Central
Excise Act, 1944
Duty 122.66 2001-2002 CESTAT
Duty, interest and
penalty 174.05 2007-2008 Honourable High
Court of Gujarat
Service Tax - Central
Excise Act, 1944
Tax and penalty 58.50 1997-1998 CESTAT
Tax and penalty 2.39 2006-2007 CESTAT
Tax and penalty 44.11 2006-2011 CESTAT
x. The accumulated losses of the Company as on March 31, 2014 are less
than fifty per cent of its net worth. The Company has not incurred cash
losses in the current financial year and in the immediately preceding
financial year.
xi. According to the information and explanations given to us, as also
on the basis of the books and records examined by us, the Company has
not defaulted in repayment of dues to financial institutions, bankers
or debenture holders.
xii. According to the information and explanations given to us, as also
on the basis of the books and records examined by us, the Company has
not granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
xiii. As the Company is not a chit fund or nidhi / mutual benefit fund
/ society, the provisions of Clause 4 (xiii) of the Order are not
applicable to the Company.
xiv. According to the information and explanations given to us, as also
on the basis of the books and records examined by us, as the Company is
not dealing or trading in shares, securities, debentures and other
investments, the requirements of Clause 4(xiv) of the Order relating to
the maintenance of proper records of the transactions and contracts and
making of timely entries therein are not applicable. All the
investments are held by the Company in its own name.
xv. According to the information and explanations given to us, as also
on the basis of the books and records examined by us, as the Company
has not given any guarantee for loans taken by others from banks or
financial institutions, the requirement of Clause 4 (xv) of the Order
to comment on whether the terms and conditions, whereof are prejudicial
to the interest of the Company, is not applicable.
xvi. According to the information and explanations given to us, as also
on the basis of the books and records examined by us, in our opinion,
on an overall basis, the new term loans obtained during the year by the
Company were, prima facie, applied for the purpose for which the loans
were obtained.
xvii. According to the information and explanations given to us, and
also on an overall examination of the Balance Sheet of the Company, we
report that no funds raised on short-term basis have been used for
long-term investments by the Company.
xviii. As the Company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
section 301 of the Act during the year, Clause 4 (xviii) is not
applicable.
xix. According to the information and explanations given to us, as also
on the basis of the books and records examined by us, the security or
charge in respect of debentures issued during an earlier year has been
created.
xx. As the Company has not raised any money by public issues during the
year, Clause 4 (xx) of the Order requiring to disclose the end use of
money raised and verifying the same is not applicable.
xxi. Based on the audit procedures performed and information and
explanations given to us by the management, we report that no fraud
(i.e. intentional material misstatements resultant from fraudulent
financial reporting and misappropriation of assets) on or by the
Company has been noticed or reported during the course of our audit.
For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Place : MUMBAI Partner
Date : MAY 30, 2014 Membership No. 36148
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of SAURASHTRA
CEMENT LIMITED ("the Company"), which comprise the Balance Sheet as at
March 31, 2013, 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
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 section 211(3C) 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 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
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 aforesaid 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 Statement of Profit and Loss, of the profit for
the year ended on that date; and
Hi. 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 (Auditors'' Report) Order, 2003 ("the
Order"), as amended by the Companies (Auditor''s Report) (Amendment)
Order 2004 , issued by the Central Government of India in terms of
section 227(4A) of the Act, we enclose in the Annexure a statement on
the matters specified in paragraphs 4 and 5 of the Order.
ii. 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;
c. the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
section 211 (3C) of the Act;
e. On the basis of written representations received from the directors
as on March 31 ,"2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2013, from being
appointed as a director in terms of section 274(1 )(g) of the Act.
Annexure to the Independent Auditors'' Report
[Referred to in paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" of our report of even date to the members
of SAURASHTRA CEMENT LIMITED on the financial statements for the year
ended March 31, 2013.]
On the basis of such checks as we considered appropriate and in terms
of information and explanations given to us, we report that:
i) a. The Company is maintaining proper records showing full
particulars, including quantitative details and situation of most of
the fixed assets.
b. During the year, most of the fixed assets of the Company have been
physically verified by the management, the frequency of which, in our
opinion, is reasonable, and no material discrepancy is stated to have
been noticed on such verification.
c. During the year, the Company has not disposed off any substantial
part of its fixed assets so as to affect its going concern. ii) a.
Inventories have been physically verified by the management during the
year. In our opinion, the frequency of such verification is reasonable.
In case of stocks-in-transit and inventories lying with third parties,
confirmations have been obtained in most cases at the year end.
b. in our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate, in
relation to the size of the Company and the nature of its business.
c. In our opinion, the Company is maintaining proper records of its
inventories and the discrepancies noticed on physical verification
between the physical stocks and book records were not material and have
been properly dealt with in the books of account.
iii) a. As per the information furnished, in earlier years, the Company
had granted interest-free unsecured deposit to one of its subsidiary
companies. The maximum amount outstanding during the year and year-end
balance from the said subsidiary company is Rs. 34.40 lacs. The Company
has not granted any other loans, secured or unsecured, to companies,
firms or other parties covered in the register maintained under Section
301 of the Act.
b. As regards interest-free deposit to the subsidiary company, no
other terms and conditions, including repayment thereof have been
stipulated and hence, the question of making any comment for the
regularity of the receipt of the principal or the recovery of overdue
amounts does not arise. Considering the amount involved and that it is
given to a subsidiary, the same is not, prima facie, prejudicial to the
interest of the Company.
As the Company has not granted any other loans to companies, firms or
other parties covered in the register maintained under Section 301 of
the Act, Clause (iii)(b) of the Order relating to the rate of interest
and other terms and conditions, whether prima facie, prejudicial to the
interest of the Company, Clause (iii) (c) relating to regularity of the
receipt of principal amount and interest and Clause (iii)(d) relating
to steps for recovery of overdue amount of more than rupees one lac,
are not applicable.
c. As the Company has not taken any loan, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act, Clause (iii) (e) of the Order requiring
the Company to give the number of parties and amount involved in the
transactions, Clause (iii) (f) of the Order requiring to comment upon
whether the rate of interest and other terms and conditions of loans
taken being prima facie prejudicial to the interest of the Company and
Clause (iii) (g) requiring to comment upon the regularity of payment of
the principal amount and interest, are not applicable.
iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems 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
continuing failure to correct major weaknesses in the aforesaid
internal control systems.
v) a. According to the information and explanations given to us and the
records examined by us, we are of the opinion that the particulars of
contracts or arrangements that need to be entered into a register
maintained under Section 301 of the Act have been so entered. b. In
our opinion and according to the information and explanations given to
us, there have been no transaction made in pursuance of such contracts
or arrangements entered into the register made under Section 301 of the
Act and exceeding the value of Rupees Five Lacs in respect of any party
during the year, other than interest - free deposit referred to in
Paragraphs iii (a) and iii (b) above.
vi) As legally advised, the Company considers security deposits
received from stockists and transporters as security for proper
fulfillment of the contracts and advances received from customers as
falling outside the purview of Section 58A of the Act. Subject to the
above, in our opinion and according to the information and explanations
given to us, as the Company has not accepted any deposit from the
public, the question of complying with the directives issued by the
Reserve Bank of India and the provisions of Section 58A and 58AA or any
other relevant provisions of the Act and the rules framed there under,
does not arise. We are informed 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.
vii) In our opinion, the Company has an internal audit system
commensurate with its 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 Act in respect of the Company''s products to which the said
rules are applicable and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. We have,
however, not made a detailed examination of the said records with a
view to determine whether they are accurate or complete.
ix) a. According to the information and explanations given to us and on
the basis of the books and records examined by us, the Company has been
regular in depositing undisputed statutory dues including Income-tax,
Provident Fund, Investor
Education and Protection Fund, Wealth Tax, Custom Duty, Cess and other
statutory dues with the appropriate authorities, except some delays In
respect of Excise Duty, Service Tax and Value Added Tax. As per the
information and explanations given to us, as also on the basis of the
books and records examined by us, there are no arrears of undisputed
statutory dues outstanding as at the last day of the financial year,
for a period of more than six months from the date they become payable.
As informed to us, the provisions of the Employees'' State Insurance Act
are not applicable to the Company.
x. The accumulated losses of the Company as on March 31, 2013 are less
than fifty per cent of its net worth. The Company has not incurred cash
losses in the current financial year and in the immediately preceding
financial year.
xi. According to the information and explanations given to us, as also
on the basis of the books and records examined by us, the Company has
not defaulted in repayment of dues to financial institutions, bankers
or debenture holders during the year.
xii. According to the information and explanations given to us, as
also on the basis of the books and records examined by us, the Company
has not granted any loans and advances on the basis of security by way
of pledge of shares, debentures and other securities.
xiii. As the Company is not a chit fund or nidhi / mutual benefit fund
/ society, the provisions of Clause 4 (xiii) of the Order are not
applicable to the Company.
xiv. According to the information and explanations given to us, as
also on the basis of the books and records examined by us, as the
Company is not dealing or trading in shares, securities, debentures and
other investments, the requirements of Clause 4(xiv) of the Order
relating to the maintenance of proper records of the transactions and
contracts and making of timely entries therein are not applicable. All
the investments are held by the Company in its own name.
xv. According to the information and explanations given to us, as also
on the basis of the books and records examined by us, as the Company
has not given any guarantee for loans taken by others from banks or
financial institutions, the requirement of Clause 4
(xv) of the Order to comment on whether the terms and conditions,
whereof are prejudicial to the interest of the Company, is not
applicable.
xvi. According to the information and explanations given to us, as
also on the basis of the books and records examined by us, in our
opinion, on an overall basis, the new term loans obtained during the
year by the Company were, prima facie, applied for the purpose for
which the loans were obtained.
xvii. According to the information and explanations given to us, and
also on an overall examination of the Balance Sheet of the Company, we
report that no funds raised on short-term basis have been used for
long-term investments by the Company.
xviii. As the Company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
section 301 of the Act during the year, Clause 4 (xviii) is not
applicable.
xix. According to the information and explanations given to us, as
also on the basis of the books and records examined by us, the security
or charge in respect of debentures issued during an earlier year has
been created.
xx. As the Company has not raised any money by public issues during
the year, Clause 4 (xx) of the Order requiring to disclose the end use
of money raised and verifying the same is not applicable.
xxi. Based on the audit procedures performed and information and
explanations given to us by the management, we report that no fraud
(i.e. intentional material misstatements resultant from fraudulent
financial reporting and misappropriation of assets) on or by the
Company has been noticed or reported during the course of our audit.
For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Place : Mumbai Partner
Date : May 28, 2013 Membership No. 36148
Mar 31, 2012
1 We have audited the attached Balance Sheet of SAURASHTRA CEMENT
LIMITED ("the Company") as at March 31, 2012, the Statement of
Profit and Loss and the Statement of Cash Flow of the Company for the
year ended on that date, annexed thereto. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
2 We conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3 As required by the Companies (Auditor's Report) Order, 2003, as
amended, issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956 ("the
Act"), we enclose in an Annexure hereto a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4 Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the 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, Statement of Profit and Loss and Statement of
Cash Flow dealt with by this report are in agreement with the books of
account;
d. In our opinion, the said Balance Sheet, Statement of Profit and
Loss and Statement of Cash Flow dealt with by this report read with
Note 13 forming part of the financial statements, adverting to
accounting for Deferred Tax Asset of Rs 4636.27 lacs, based on the
position set out therein, comply with the applicable Accounting
Standards referred to in Section 211 (3C) of the Act, to the extent
applicable;
e. On the basis of 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, prima facie, disqualified as on
March 31, 2012 from being appointed as a Director in terms of the
provisions under clause (g) of sub-section (1) of Section 274 of the
Act.
f. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements read with
Significant Accounting Policies and Notes forming part thereof,
including Note 13, adverting to accounting for deferred tax asset of Rs
4636.27 lacs, based on the position set out therein, give the
information required by the Act in the manner so required and give a
true and fair view in conformity with 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, 2012;
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 statement of cash flow, of the cash flows for
the year on that date.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in paragraph 1 of the report)
i) a. The Company is maintaining proper records showing full
particulars, including quantitative details and situation of the most
of fixed assets.
b. During the year, most of the fixed assets of the Company have been
physically verified by the management, the frequency of which, in our
opinion, is reasonable, and no material discrepancy is stated to have
been noticed on such verification.
c. During the year, the Company has not disposed off any substantial
part of its fixed assets so as to affect its going concern.
ii) a. Inventories have been physically verified by the management
during the year. In our opinion, the frequency of such verification is
reasonable. In case of stocks-in-transit and inventories lying with
third parties, confirmations have been obtained in most cases at the
year end.
b. In our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate, in
relation to the size of the Company and the nature of its business.
c. In our opinion, the Company is maintaining proper records of its
inventories and the discrepancies noticed on physical verification
between the physical stocks and book records were not material and have
been properly dealt with in the books of account.
iii) a. As per the information furnished, in earlier years, the Company
had granted interest-free unsecured deposit to one of its subsidiary
companies; the maximum amount outstanding during the year and year-end
balance from the said subsidiary company is Rs 34.40 lacs. The Company
has not granted any other loans, secured or unsecured, to companies,
firms or other parties covered in the register maintained under Section
301 of the Act.
b. As regards interest-free deposit to the subsidiary company, no
other terms and conditions, including repayment thereof have been
stipulated and hence, the question of making any comment for the
regularity of the receipt of the principal or the recovery of overdue
amounts does not arise. Considering the amount involved and that it is
given to a subsidiary, the same is not, prima facie, prejudicial to the
interest of the Company.
As the Company has not granted any other loans to companies, firms or
other parties covered in the register maintained under Section 301 of
the Act, Clause (iii)(b) of the Order relating to the rate of interest
and other terms and conditions, whether prima facie, prejudicial to the
interest of the Company, Clause (iii)
(c) relating to regularity of the receipt of principal amount and
interest and Clause (iii)(d) relating to steps for recovery of overdue
amount of more than rupees one lac, are not applicable.
c. As the Company has not taken any loan, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act, Clause (iii) (f) of the Order requiring
to comment upon whether the rate of interest and other terms and
conditions of loans taken being prima facie prejudicial to the interest
of the Company and Clause (iii) (g) requiring to comment upon the
regularity of payment of the principal amount and interest, are not
applicable.
iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems 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
continuing failure to correct major weaknesses in the aforesaid
internal control.
v) a. According to the information and explanations given to us and the
records examined by us, we are of the opinion that the particulars of
contracts or arrangements that need to be entered into a register
maintained under Section 301 of the Act have been so entered.
b. In our opinion and according to the information and explanations
given to us, there have been no transaction made in pursuance of such
contracts or arrangements entered into the register made under Section
301 of the Act and exceeding the value of Rupees Five Lacs in respect
of any party during the year, other than interest - free deposit
referred to in Paragraphs (iii) a to (iii) b above.
vi) As legally advised, the Company considers security deposits
received from stockists and transporters as security for proper
fulfillment of the contracts and advances received from customers as
falling outside the purview of Section 58A of the Act. Subject to the
above, in our opinion and according to the information and explanations
given to us, as the Company has not accepted any deposit from the
public, the question of complying with the directives issued by the
Reserve Bank of India and the provisions of Section 58A and 58AA or any
other relevant provisions of the Act and the rules framed there under,
does not arise. We are informed 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.
vii) In our opinion, the Company has an internal audit system
commensurate with its 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 Act in
respect of the Company's products to which the said rules are
applicable and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the said records with a view to
determine whether they are accurate or complete.
ix) a According to the information and explanations given to us and on
the basis of the books and records examined by us, the Company has been
regular in depositing undisputed statutory dues including Income-tax,
Provident Fund, Investor Education and Protection Fund, Wealth Tax,
Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues
with the appropriate authorities, except some delays in respect of
Value Added Tax. As per the information and explanations given to us,
as also on the basis of the books and records examined by us, there are
no arrears of undisputed statutory dues outstanding as at the last day
of the financial year, for a period of more than six months from the
date they become payable. As informed to us, the provisions of the
Employees' State Insurance Act are not applicable to the Company.
b According to the information and explanations given to us and on the
basis of the books and records examined by us, no amounts of the
Income-tax, Wealth-tax and Cess are under dispute. In respect of Sales
Tax, Customs Duty, Excise Duty and Service Tax, which have not been
deposited as on March 31, 2012 on account of disputes and the forum
where the dispute is pending, are given below:
Nature of Dues Amount
(Rs lacs) Period to which Forum where
dispute is
pending
amount relates
Sales Tax
Interest on
Deferred
Sales Tax 1942.28* 1989-1999 Government of
Gujarat
Sales Tax 800.10* 1999-2006 Government of
Gujarat
Interest on
Sales Tax 4243.43* 1999-2006
Sales Tax
Penalties 3050.78* 2004-2005 Joint Commissioner
of Sales Tax
Value Added
Tax, Interest 1410.02 2006-2009 Sales Tax Tribunal
and Penalty
thereon
Custom Duty 670.94 1993-2011 Customs Excise &
Service Tax
Appellate Tribunal
(CESTAT)
Excise Duty 176.19 2007-2008 CESTAT
Service Tax 58.50 1997-1998 CESTAT
3.56 2006-2007 CESTAT
44.11 2006-2012 Commissioner
Appeals
* Against these dues (as also other dues in respect of Electricity Duty
and Royalty dues aggregating to Rs 7045.70 lacs), the Company has
unconditionally deposited a sum of Rs 7000 lacs, with Gujarat State
Financial Services Limited in respect of the proposed One Time
Settlement with the Government of Gujarat. (Refer Note 9 forming part
of the financial statements)
x) The accumulated losses of the Company as on March 31, 2012 are more
than fifty per cent of its net worth. The Company has not incurred cash
losses in the current financial year but had incurred cash losses in
the immediately preceding financial year.
xi) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, during the year,
there have been delays in repayment of dues (including interest) to
financial institutions and banks; however, as at the balance sheet
date, no amount of such delays is outstanding. In respect of the
debenture holders, the Company has defaulted in repayment of dues
(including interest) during the year, and at the balance sheet date,
principal amounting to Rs 172.77 lacs (Rs 86.39 lacs due on October 14,
2011 and Rs 86.38 lacs due on January 14, 2012) and interest payable
amounting to Rs 102.03 lacs (Rs 55.06 lacs due on October 14, 2011 and Rs
46.97 lacs due on January 14, 2012) have remained unpaid till the year
end and as informed, these amounts have since been paid.
xii) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, the Company has
not granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
xiii) As the Company is not a chit fund or nidhi / mutual benefit fund
/ society, the provisions of Clause 4 (xiii) of the Order are not
applicable to the Company.
xiv) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, as the Company is
not dealing or trading in shares, securities, debentures and other
investments, the requirements of Clause 4(xiv) of the Order relating to
the maintenance of proper records of the transactions and contracts and
making of timely entries therein are not applicable. All the
investments are held by the Company in its own name.
xv) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, as the Company
has not given any guarantee for loans taken by others from banks or
financial institutions, the requirement of Clause 4 (xv) of the Order
to comment on whether the terms and conditions, whereof are prejudicial
to the interest of the Company, is not applicable.
xvi) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, in our opinion,
on an overall basis, the new term loans obtained during the year by the
Company were, prima facie, applied for the purpose for which the loans
were obtained, other than temporary deployment pending its application.
xvii) According to the information and explanations given to us, and
also on an overall examination of the Balance Sheet of the Company,
short-term funds due to increase in net current liabilities (including
arising due to increase of Rs 3488.43 lacs on account of current
maturities and unpaid amounts of long-term debts as also interest
accrued and due thereon but excluding a sum of Rs 987.16 lacs for
provision for interest payable on dues payable to the Government of
Gujarat under One Time Settlement, both reflected in Note 9 forming
part of the financial statements) aggregating to Rs 1042.91 lacs have
been used for repayment of long term secured loans and interest
thereon.
xviii) As the Company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
section 301 of the Act during the year, Clause 4 (xviii) is not
applicable.
xix) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, the security or
charge in respect of debentures issued during an earlier year has been
created.
xx) As the Company has not raised any money by public issues during the
year, Clause 4 (xx) of the Order requiring to disclose the end use of
money raised and verifying the same is not applicable.
xxi) Based on the audit procedures performed and information and
explanations given to us by the management, we report that no fraud
(i.e. intentional material misstatements resultant from fraudulent
financial reporting and misappropriation of assets) on or by the
Company has been noticed or reported during the course of our audit.
For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H CLERK
Mumbai Partner
Dated: May 11, 2012 Membership No. 36148
Mar 31, 2011
1 We have audited the attached Balance Sheet of SAURASHTRA CEMENT
LIMITED ("the Company") as at March 31, 2011 and also 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 auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3 As required by the Companies (Auditors Report) Order, 2003, as
amended, issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956 ("the Act"),
we enclose in an Annexure hereto a statement on the matters specified
in paragraphs 4 and 5 of the said Order.
4 Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the 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 Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d In our opinion, the said Balance Sheet, Profit and Loss Account and
Cash Flow Statement dealt with by this report read with Note 23 to
Accounts under Schedule 13 adverting to accounting for Deferred Tax
Asset of ^ 4839.76 lacs, based on the position set out therein, comply
with the applicable Accounting Standards referred to in Section 211
(3C) of the Act, to the extent applicable;
e On the basis of 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 prima facie, disqualified as on
March 31, 2011 from being appointed as a Director in terms of the
provisions under clause (g) of sub-section (1) of Section 274 of the
Act.
f In our opinion and to the best of our information and according to
the explanations given to us, the accounts read together with
Significant Accounting Policies in Schedule 12 and with the notes
thereon in Schedule 13, including Note 23 to Accounts under Schedule
13, adverting to accounting for Deferred Tax Asset of Rs. 4839.76 lacs,
based on the position set out therein, give the information required by
the Act in the manner so required and give a true and fair view in
conformity with 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, 2011;
ii In the case of the Profit and Loss Account, 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 on that date.
Annexure to the Auditors Report
(Referred to in paragraph 1 of the report)
(i) (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation of the most
of fixed assets.
(b) During the year, most of the fixed assets of the Company have been
physically verified by the management, the frequency of which, in our
opinion, is reasonable, and no material discrepancy is stated to have
been noticed on such verification.
(c) During the year, the Company has not disposed off any substantial
part of its fixed assets so as to affect its going concern.
(ii) (a) Inventories have been physically verified by the management
during the year. In our opinion, the frequency of such verification is
reasonable. In case of stocks-in-transit and inventories lying with
third parties, confirmations have been obtained in most cases at the
year end.
(b) In our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate, in
relation to the size of the Company and the nature of its business.
(c) In our opinion, the Company is maintaining proper records of its
inventories and the discrepancies noticed on physical verification
between the physical stocks and book records were not material and have
been properly dealt with in the books of account.
(iii) (a) As per the information furnished, in earlier years, the
Company had granted interest-free unsecured deposit to one of its
subsidiary company; the maximum amount outstanding during the year and
year-end balance from the said subsidiary company is Rs. 34.40 lacs. The
Company has not granted any other loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) As regards interest-free deposits given to the said subsidiary
company, no other terms and conditions, including repayment thereof
have been stipulated and hence, the question of making any comment for
the regularity of the receipt of the principal or the recovery of
overdue amounts does not arise. Considering the amount involved and
that it is given to a subsidiary, the same is not prima facie
prejudicial to the interest of the Company.
As the Company has not granted any other loans to companies, firms or
other parties covered in the register maintained under Section 301 of
the Act, Clause (iii)(b) of the Order relating to the rate of interest
and other terms and conditions, whether prima facie, prejudicial to the
interest of the Company, Clause (iii)(c) relating to regularity of the
receipt of principal amount and interest and Clause (iii)(d) relating
to steps for recovery of overdue amount of more than rupees one lac,
are not applicable.
(c) As 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 Act, Clause (iii) (f) of the Order requiring
to comment upon whether the rate of interest and other terms and
conditions of loans taken being prima facie prejudicial to the interest
of the Company and Clause (iii) (g) requiring to comment upon the
regularity of payment of the principal amount and interest, are not
applicable.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems 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
continuing failure to correct major weaknesses in the aforesaid
internal control.
(v) (a) According to the information and explanations given to us and
the records examined by us, we are of the opinion that the particulars
of contracts or arrangements that need to be entered into a register
maintained under Section 301 of the Act 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 entered into the register made under Section 301 of the
Act and exceeding the value of Rupees Five Lacs in respect of any party
during the year, have been made at prices which are reasonable, having
regard to prevailing market prices at the relevant time.
(vi) As legally advised, the Company considers security deposits
received from stockists and transporters as security for proper
fulfillment of the contracts and advances received from customers as
falling outside the purview of Section 58A of the Act. Subject to the
above, in our opinion and according to the information and explanations
given to us, as the Company has not accepted any deposit from the
public, the question of complying with the directives issued by the
Reserve Bank of India and the provisions of Section 58A and 58AA or any
other relevant provisions of the Act and the rules framed there under,
does not arise. We are informed 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.
(vii) In our opinion, the Company has an internal audit system
commensurate with its 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 Act in
respect of the Companys products to which the said rules are
applicable and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the said records with a view to
determine whether they are accurate or complete.
(ix) (a) According to the information and explanations given to us and
on the basis of the books and records examined by us, the Company has
been regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Wealth Tax,
Custom Duty, Cess and other statutory dues with the appropriate
authorities. However, the Company is not regular in depositing
undisputed statutory dues in respect of Income-tax, Sales-tax, Excise
Duty and Service Tax with the appropriate authorities. As per the
information and explanations given to us, as also on the basis of the
books and records examined by us, there are no arrears of undisputed
statutory dues outstanding as at the last day of the financial year,
for a period of more than six months from the date they become payable.
As informed to us, the provisions of the Employees State Insurance Act
are not applicable to the Company.
(b) According to the information and explanations given to us and on
the basis of the books and records examined by us, no amounts of the
Income-tax, Wealth-tax and Cess are under dispute. In respect of Sales
Tax, Customs Duty, Excise Duty and Service Tax, which have not been
deposited as on March 31, 2011 on account of disputes and the forum
where the dispute is pending, are given below:
Nature of Dues Amount Period to
which Forum where dispute
(Rs. lacs) amount
relates is pending
Sales Tax
Interest on
Deferred Sales Tax 1942.28 * 1989-1999 Government of Gujarat
Sales Tax 800.10 * 1999-2006
Government of Gujarat
Interest on Sales
Tax 3912.16 * 1999-2006
Sales Tax Penalties 3050.78 * 2004-2005 Joint Commissioner of
Sales Tax
Value Added Tax,
Interest 494.03 2006-2007 Sales Tax Tribunal
and Penalty thereon
Custom Duty 659.99 1993-1994 Customs Excise &
Service Tax
Appellate Tribunal
(CESTAT)
2.75 2010-2011 CESTAT
8.56 2009-2011 Commissioner of Customs
8.12 2009-2010 Departmental Authorities
Excise Duty 174.05 2007-2008 CESTAT
Service Tax 58.50 1997-1998 CESTAT
3.56 2006-2007 Commissioner of Excise
* Against these dues (as also other dues in respect of Electricity Duty
and Royalty dues aggregating to Rs. 6599.69 lacs), the Company has
unconditionally deposited a sum of Rs. 70 Crore, with Gujarat State
Financial Services Limited in respect of the proposed One Time
Settlement with the Government of Gujarat. (Refer Note 10 to Accounts
under Schedule 13)
(x) The accumulated losses of the Company as on March 31, 2011 are more
than fifty per cent of its net worth. The Company has incurred cash
losses in the current financial year but had not incurred cash losses
in the immediately preceding financial period.
(xi) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, during the year,
the Company has defaulted in repayment of dues (including interest) to
financial institutions and banks; however, as at the balance sheet
date, no amount is outstanding. In respect of the debenture holders,
the Company has defaulted in repayment of dues (including interest)
during the year, and at the balance sheet date, principal amounting to
Rs. 57.59 lacs, and interest payable amounting to Rs. 50.17 lacs, both, due
on January 15,2011 have remained unpaid; these amounts have since been
paid.
(xii) According to the information and explanations given to us, as
also on the basis of the books and records examined by us, the Company
has not granted any loans and advances on the basis of security by way
of pledge of shares, debentures and other securities.
(xiii) As the Company is not a chit fund or nidhi / mutual benefit fund
/ society, the provisions of Clause 4 (xiii) of the Order are not
applicable to the Company.
(xiv) According to the information and explanations given to us, as
also on the basis of the books and records examined by us, as the
Company is not dealing or trading in shares, securities, debentures and
other investments, the requirements of Clause 4(xiv) of the Order
relating to the maintenance of proper records of the transactions and
contracts and making of timely entries therein are not applicable. All
the investments are held by the Company in its own name.
(xv) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, as the Company
has not given any guarantee for loans taken by others from banks or
financial institutions, the requirement of Clause 4 (xv) of the Order
to comment on whether the terms and conditions, whereof are prejudicial
to the interest of the Company, is not applicable.
(xvi) According to the information and explanations given to us, as
also on the basis of the books and records examined by us, in our
opinion, on an overall basis, the new term loans obtained during the
year by the Company were, prima facie, applied for the purpose for
which the loans were obtained, other than temporary deployment pending
its application.
(xvii) According to the information and explanations given to us, and
also on an overall examination of the Balance Sheet of the Company,
short-term funds due to decrease in net current assets (other than
working capital facilities from banks and provision for interest
payable on dues payable to the Government of Gujarat under One Time
Settlement, as detailed in Note 10 to Accounts under Schedule 13 of Rs.
839.26 lacs) aggregating to Rs. 133.90 lacs, have been used for repayment
of long term secured loans and interest thereon.
(xviii) As the Company has not made any preferential allotment of
shares to parties and companies covered in the Register maintained
under section 301 of the Act during the year, Clause 4 (xviii) is not
applicable.
(xix) According to the information and explanations given to us, as
also on the basis of the books and records examined by us, the security
or charge in respect of debentures issued during an earlier year has
been created.
(xx) As the Company has not raised any money by public issues during
the year, Clause 4 (xx) of the Order requiring to disclose the end use
of money raised and verifying the same is not applicable.
(xxi) Based on the audit procedures performed and information and
explanations given to us by the management, we report that no fraud
(i.e. intentional material misstatements resultant from fraudulent
financial reporting and misappropriation of assets) on or by the
Company has been noticed or reported during the course of our audit.
For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H CLERK
Place : Mumbai Partner
Dated: April 21, 2011 Membership No. 36148
Mar 31, 2010
1. We have audited the attached Balance Sheet of SAURASHTRA CEMENT
LIMITED ("the Company") as at March 31, 2010 and also the Profit and
Loss Account and the Cash Flow Statement of the Company for the fifteen
months period ended on that date, annexed thereto. These financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, as
amended, issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956 ("the Act"),
we enclose in an Annexure hereto a statement on the matters specified
in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the 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 Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion, the said Balance Sheet, Profit and Loss Account and
Cash Flow Statement dealt with by this report read with Note 24 to
Accounts under Schedule 13 adverting to accounting for Deferred Tax
Asset of Rs. 7130.71 lacs, based on the position set out therein,
comply with the applicable Accounting Standards referred to in Section
211(3C) of the Act, to the extent applicable,-
e) 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 prima facie, disqualified as on
March 31, 2010 from being appointed as a Director in terms of the
provisions under Clause (g) of sub-section (1) of Section 274 of the
Act.
f) In our opinion and to the best of our information and according to
the explanations given to us, the accounts read together with the notes
thereon, including Note 24 to Accounts under Schedule 13, adverting
to accounting for Deferred Tax Asset of Rs. 7130.71 lacs, based on the
position set out therein, give the information required by the Act in
the manner so required and give a true and fair view in conformity with
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 31,2010;
ii. In the case of the Profit and Loss Account, of the profit for the
fifteen months period ended on that date,- and
iii. In the case of the Cash Flow Statement, of the cash flows for the
fifteen months period ended on that date.
Annexure to the Auditors Report (Referred to in parasraph 1 of the
report)
(i) (a) The Company is maintainins proper records showing full
particulars, including quantitative details and situation of the most
of fixed assets.
(b) During the period, most of the fixed assets of the Company have
been physically verified by the management and no material discrepancy
is stated to have been noticed on such verification.
(c) During the period, the Company has not disposed off any substantial
part of its fixed assets so as to affect its going concern.
(ii) (a) Inventories have been physically verified by the management
during the period. In our opinion, the frequency of such verification
is reasonable. In case of stocks-in-transit and inventories lying with
third parties confirmations have been obtained in most cases at the end
of the period.
(b) In our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate, in
relation to the size of the Company and the nature of its business.
(c) In our opinion, the Company is maintaining proper records of its
inventories and the discrepancies noticed on physical verification
between the physical stocks and book records were not material and have
been properly dealt with in the books of account.
(iii) (a) As per the information furnished, the Company had granted, in
earlier years, interest-free unsecured deposit to two of its subsidiary
companies,- the maximum amount involved during the period was Rs. 43.50
lacs and the period-end balance of deposit was Rs. 34.40 lacs only,
from one subsidiary company. The Company has not granted any other
loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained under Section 301 of the Act.
(b) As regards interest-free deposits given to subsidiary companies, no
other terms and conditions, including repayment thereof have been
stipulated; during the period, one subsidiary company repaid the
deposit given to it.
As the Company has not granted any other loans to companies, firms or
other parties covered in the register maintained under Section 301 of
.the Act, Clause (iiiXb) of the Order relating to the rate of interest
and other terms and conditions, whether prima facie, prejudicial to the
interest of the Company, Clause (iii)(c) relating to regularity of the
receipt of principal amount and interest and Clause (iiiXd) relating to
steps for recovery of overdue amount of more than Rupees One Lac, are
not applicable.
(c) As 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 Act, Clause (iii) (f) of the Order requiring
to comment upon whether the rate of interest and other terms and
conditions of loans taken being prima facie prejudicial to the interest
of the Company and Clause (iii) (g) requiring to comment upon the
regularity of payment of the principal amount and interest, are not
applicable.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and the sale of goods and services. The internal
control system for the purchase of fixed assets is being strengthened.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in the aforesaid internal control
(v) (a) According to the information and explanations given to us and
the records examined by us, we are of the opinion that the particulars
of contracts or arrangements that need to be entered into a register
maintained under Section 301 of the Act 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 entered into the register made under Section 301 of the
Act and exceeding the value of Rupees Five Lacs in respect of any party
during the period, have been made at prices which are reasonable,
having regard to prevailing market prices at the relevant time.
(vi) As legally advised, the Company considers security deposits
received from stockists and transporters as security for proper
fulfillment of the contracts and advances received from customers as
falling outside the purview of Section 58A of the Act. Subject to the
above, in our opinion and according to the information and explanations
given to us, as the Company has ^^
not accepted any deposits from the public during the period, the
question of complying with the directives issued by the Reserve Bank of
India and the provisions of Section 58A and 58AA or any other relevant
provisions of the Act and the rules framed thereunder, does not arise.
We are informed 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.
(vii) In our opinion, the Company has an internal audit system
commensurate with its 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 Act in
respect of the Companys products to which the said rules are
applicable and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the said records with a view to
determine whether they are accurate or complete.
(ix) (a) According to the information and explanations given to us and
on the basis of the books and records examined by us, the Company has
been regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Wealth Tax,
Custom Duty, Cess and other statutory dues with the appropriate
authorities. However, the Company is not regular in depositing
undisputed statutory dues in respect of Income-tax, Sales-tax, Excise
Duty and Service Tax with the appropriate authorities. As informed to
us, the provisions of the Employees State Insurance Act are not
applicable to the Company. As per the information and explanations
given to us, as also on the basis of the books and records examined by
us, there are no arrears of undisputed statutory dues outstanding as at
the last day of the financial period, for a period of more than six
months from the date they become payable.
(b) According to the information and explanations given to us and on
the basis of the books and records examined by us, the details of
Income-tax, Wealth-tax, Sales Tax, Service Tax, Customs Duty, Excise
Duty and Cess which have not been deposited as on March 31,2010 on
account of disputes and the forum where the dispute is pending, are
given below:
Nature of Dues Amount Period Forum where
to which dispute is
(Rs. lacs) amount
relates pending
Sales Tax
Interest on Deferred
Sales Tax 1942.28* 1989-1999 Sales Tax
Tribunal
Sales Tax 584.58* 1999-2006
Government
of Gujarat
Interest on sales Tax 3551.90* 1999-2006
Sales Tax Penalties 3272.48* 2003-2005 Joint
Commissioner
of Sales Tax
Value Added Tax, Interest
and Penalty thereon 494.03 2006-2007 Sales Tax
Tribunal
659.99 1993-1994 Commissioner
of Customs
customs Duty 8.12 2009-2010 Departmental
Authorities
Excise Duty 174.05 2007-2008 CESTAT
Service Tax 60.89 2005-2007 Commissioner of
Service Tax
* Against these and also in respect of Electricity Duty and Royalty
dues aggregating to Rs. 6139.81 lacs, the Company has unconditionally
deposited a sum of Rs. 70 Crore, with Gujarat State Financial Services
Limited in respect of proposed One Time Settlement with the Government
of Gujarat. (Refer Note 12 to Accounts under Schedule 13)
(x) The accumulated losses of the Company as on March 31, 2010 are more
than fifty per cent of its net worth. The Company has not incurred cash
losses in the current financial period but has incurred cash losses in
the immediately preceding financial period.
(xi) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, the Company has
not defaulted in repayment of dues (including interest) to financial
institutions, bankers or debenture holders as at the balance sheet
date.
(xii) According to the information and explanations given to us, as
also on the basis of the books and records examined by us, the Company
has not granted any loans and advances on the basis of security by way
of pledge of shares, debentures and other securities.
(xiii) As the Company is not a chit fund or nidhi/mutual benefit
fund/society, the provisions of Clause 4 (xiii) of the Order are not
applicable to the Company.
(xiv) According to the information and explanations given to us, as
also on the basis of the books and records examined by us, as the
Company is not dealing or trading in shares, securities, debentures and
other investments, the requirements of Clause 4(xiv) of the Order
relating to the maintenance of proper records of the transactions and
contracts and making of timely entries therein are not applicable. All
the investments are held by the Company in its own name.
(xv) According to the information and explanations given to us, as also
on the basis of the books and records examined by us, as the Company
has not given any guarantee for loans taken by others from banks or
financial institutions, the requirement of Clause 4 (xv) of the Order
to comment on whether the terms and conditions, whereof are prejudicial
to the interest of the Company, is not applicable.
(xvi) According to the information and explanations given to us, as
also on the basis of the books and records examined by us, in our
opinion, on an overall basis, the new term loans obtained during the
period by the Company were, prima facie, applied for the purpose for
which the loans were obtained, other than temporary deployment pending
its application.
(xvi i) According to the information and explanations given to us, and
also on an overall examination of the Balance Sheet of the Company,
short-term funds due to decrease in net current assets (other than
working capital facilities from banks and provision for interest
payable on dues payable to Government of Gujarat under One Time
Settlement as detailed in Note 12 to Accounts under Schedule 13 of
Rs. 1045.27 lacs) aggregating to Rs. 2115.33 lacs, have been used fo
repayment of long term secured loans and interest thereon, being the
amounts due within one year as at the beginning of the period.
(xviii) As the Company has not made any preferential allotment of
shares to parties and companies covered in the Register maintained
under Section 301 of the Act during the period, Clause 4 (xviii) is not
applicable.
(xix) According to the information and explanations given to us, as
also on the basis of the books and records examined by us, the security
or charge in respect of debentures issued during an earlier year has
been created.
(xx) As the Company has not raised any money by public issues during
the year, Clause 4 (xx) of the Order requiring to disclose the end use
of money raised and verifying the same is not applicable.
(xxi) Based on the audit procedures performed and information and
explanations given to us by the management, we report that no fraud
(i.e. intentional material misstatements resultant from fraudulent
financial reporting and misappropriation of assets) on or by the
Company has been noticed or reported during the course of our audit.
For Bansi S. Mehta & Co.
Chartered Accountants
Firm Registration No. 100991W
Paresh H. Clerk
Place: Mumbai Partner
Dated: July 30, 2010 Membership No. 36148
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