Mar 31, 2023
ANDHRA CEMENTS LIMITED
Report on the audit of the financial statements
We have audited the accompanying financial statements of Andhra Cements Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the Financial Statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe Financial Statementsâ).
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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis of Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters We have determined the matter described below to be key audit matters to be communicated in our report.
Key audit matter |
How our audit addressed the key audit matter |
Accounting treatment for the effects of the Resolution Plan (a) Refer Note 33 and 37 to the financial statements for the details regarding the resolution plan implemented in the company pursuant to a corporate insolvency resolution process concluded during the year under Insolvency and Bankruptcy Code, 2016. Owing to the size of the over-due credit facilities, multiplicity of contractual arrangements, large number of operational creditors, determination of the carrying amount of related liabilities and contingent liabilities at the date of approval of Resolution Plan was a complex exercise. In respect of de-recognition of operational and financial creditors, difference amounting to Rs.1,02,871.63 Lakhs between the carrying amount of financial liabilities extinguished and consideration paid, is recognized in statement of profit and loss account in accordance with âInd AS - 109â âFinancial Instrumentsâ prescribed under section 133 of the Companies Act, 2013 and accounting policies consistently followed by the Company and disclosed as an âExceptional itemsâ. Accounting for the effects of the resolution plan is considered by us to be a matter of most significance due to its importance to intended users understanding of the Financial Statements as a whole and materiality thereof. |
(a) We have performed the following procedures to determine whether the effect of Resolution Plan has been appropriately recognized in the financial statements: ⢠Reviewed management''s process for review and implementation of the Resolution Plan. ⢠Reviewed the provisions of the Resolution Plan to understand the requirements of the said Plan and evaluated the possible impact of the same on the financial statements. ⢠Verified the payment of funds on test check basis as per the Resolution Plan. ⢠Tested the implementation of provisions of the Resolution Plan in computation of balances of liabilities owed to financial and operational creditors. ⢠Evaluated whether the accounting principles applied by the management fairly present the effects of the Resolution Plan in financial statements in accordance with the principles of Ind AS. ⢠Discussion with the management on the development in these litigations during the year ended 31st March 2023. ⢠Obtaining representation letter from the management on the assessment of those matters as per SA 580 (revised)- written representations. ⢠Tested the related disclosures made in notes to the financial statements in respect of the implementation of the resolution plan. |
Information other than the Financial Statements and Auditorâs Report thereon:
The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board''s Report including Annexures to Board''s Report, Management Discussion and Analysis/ Business Responsibility Report/ Corporate Governance and Shareholder''s Information, but does not include the financial statements and our auditor''s report thereon. The above referred information is expected to be made available to us after the date of this audit report.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact.
When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations.
Responsibilities of the Management and those charged with Governance 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 (âthe Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, Read with Rule 7 of Companies (Accounts) Rules, 2014.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Management is responsible for assessing the company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
The Management is also responsible for overseeing the company''s financial reporting process.
Auditorâs Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.
c) The Balance Sheet and the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid 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 of the company as on March 31,2023, and taken on record in the meeting of the Board of Directors, we report that none of the directors is disqualified as on March 31,2023 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure-Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s Internal Financial Controls with reference to financial statements.
g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the information and explanations given to us, the Company has not paid any remuneration to its directors. Accordingly, the provisions of Section 197 of the Act are not applicable.
h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note No. 34 and 35, Contingent liabilities and capital commitments of the Financial Statements).
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company as on March 31,2023.
iv. (a) The management has represented to us that, to the best of
management''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented to us that, to the best of management''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person or entity, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) According to the information and explanations given to us and based on our examination of the records of the company, nothing has come to our notice that has caused us to believe that the representations made above contain any material mis-statement.
v. The company has not declared or paid any dividend during the year.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1,2023, reporting under this clause is not applicable.
2. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
For Dass Gupta & Associates
Chartered Accountants Firm Reg. No: 000112N
Partner
(Membership No. 421517)
UDIN No: 23421517BGWRCF2134
Place : Delhi Date : 6th May, 2023
Mar 31, 2018
1. Report on the Financial Statements
We have audited the accompanying financial statements of Andhra Cements Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flows Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
2. Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these 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 (âInd ASâ) specified under Section 133 of the Act, read with relevant Rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3. Auditorâs Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 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 auditorâs 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 Companyâs 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 Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
4. 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 including the Indian Accounting Standards (âInd ASâ) of the financial position of the Company as at March 31, 2018, and its losses (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
5. Emphasis of matter
We draw attention to Note 35 to the financial statements, in respect of preparation of financial statements of the Company on going concern basis for the reasons stated therein. The Company has accumulated losses of Rs. 52,145.28 Lakhs against paid up share capital of Rs. 29,352.44 Lakhs as at March 31, 2018. The appropriateness of assumption of going concern depends upon companyâs measure to achieve profitable operations and meet its obligations. Our opinion is not qualified in respect of this matter.
6. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), as amended, issued by the Central Government of India in terms of section 143 (11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account.
d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with relevant Rules issued thereunder.
e. The matters described under âEmphasis of matterâ paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.
f. On the basis of the written representations received from the directors as on March 31, 2018 and 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.
g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
h. With respect to the other matters to be included in the Auditorâs 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 information and explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements; (Refer Note 33 to the financial statements)
ii. The Company has made provision, as required under the applicable law or accounting standards. The Company did not have any long-term contract including derivative contract for which there were any material foreseeable losses.
iii. According to the information and explanation given to us, an amount of â101.91 lakhs pertaining to unpaid matured deposits are yet to be transferred, to the Investor Education and Protection Fund by the Company as on March 31, 2018. Accordingly, there has been delay in transfer.
Annexure A referred to in Independent Auditorsâ Report of even date to the members of Andhra Cements Limited (âthe Companyâ) on the financial statements for the year ended March 31, 2018
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed assets;
(b) The fixed assets have been physically verified during the year by the management on a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanations given to us and as per our verification, the discrepancies noticed were not material and have been properly dealt with in the books of account.
(c) According to information and explanations given to us, the title deeds of the immovable properties have been mortgaged as security with the Banks and Financial Institutions for securing the borrowings and loans raised by the Company. On the basis of our examination of the records of the Company and copy of the title deeds of immovable properties, the title deeds of immovable properties are held in the name of the Company.
(ii) According to the information and explanations given to us, physical verification of inventories has been conducted by the management at reasonable intervals during the year. The discrepancies noticed on verification between physical inventories and book records were not material and have been properly dealt with in the books of account.
(iii) According to the information and explanations given to us, the Company has not granted loan, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, paragraph 3 (iii)(a), (iii)(b) and (iii)(c) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, there are no loans, guarantee or securities granted and made investment in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable to the Company.
(v) In our opinion and according to the information and explanations given to us, The Company has not accepted any deposits within the meaning of Section 73 to 76 of the Act, and the rules framed thereunder to the extent notified during the year. Further, in respect of deposits accepted by the Company during an earlier year, the Company Law Board (Southern Regional Bench) has by its order dated July 07, 2001 directed the company to repay the said deposits in accordance with the scheme sanctioned by the BIFR. However, the BIFR in its Modified Rehabilitation Scheme dated July 21, 2008 directed the fixed deposits holders to accept the outstanding principal amount, in four annual installments, on interest free basis. Further, no other Order against the Company has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. In respect of these deposits, the Company is yet to comply with the requirement of maintaining liquid assets and filing of Return of Deposit.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government 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, however, not made a detailed examination of these records with a view to determining whether they are accurate or complete.
(vii) (a) According to information and explanations given to us, the Company is not regular in depositing of undisputed statutory dues of goods and service tax (GST), service tax and duty of excise with the appropriate authorities. However, in case of provident fund, employeeâs state insurance, duty of customs, sales tax, income tax, value added tax, cess etc. the company is generally regular in depositing with the appropriate authorities. There were no outstanding of such dues as on Balance Sheet date for a period of more than six months from the date it became payable.
(b) According to the information and explanations given to us and the records of the Company examined by us, there were no outstanding dues in respect of income tax, sales tax, service tax, goods and service tax, duty of customs, duty of excise and value added tax which have not been deposited on account of any dispute except the following:
S. No. |
Name of the Statute |
Nature of Dues |
Amount (Rs. in lakhs) |
Period to which amount relates |
Forum where dispute is Pending |
1 |
Central Excise Act,1944 |
Central Excise duty |
10.61 |
2004-05 |
High Court |
Central Excise duty |
650.96 |
2006-12 |
CESTAT |
||
Central Excise duty |
140.50 |
2007-09 |
CESTAT |
||
Central Excise duty |
1.82 |
2010-11 |
CESTAT |
||
Central Excise duty |
984.70 |
1995-2013 |
Supreme Court |
||
Central Excise duty |
799.53 |
2013-16 |
CESTAT |
||
Central Excise duty |
231.00 |
2007-10 |
CESTAT |
2 |
Finance Act,1994 |
Service Tax |
57.05 |
2014-16 |
CESTAT |
Service Tax |
298.64 |
2007-10 |
CESTAT |
||
3 |
APGST Act/CST Act |
Sales Tax |
26.96 |
1995-96 |
High Court |
Sales Tax |
8.11 |
2001-02 |
Tribunal |
||
Sales Tax (CST) |
16.65 |
1991-92 |
Tribunal |
||
Sales Tax (CST) |
6.53 |
1992-93 |
Tribunal |
(viii) According to the information and explanations given to us, the Company has not taken loans or borrowings from the Government or issued Debentures. The Company has not defaulted in repayment of loans or borrowings to Financial Institution and banks during the year except principal repayment and payment of interest which are given below: (Rs. in Lakhs)
Lender |
Amount of |
Period of Default (days) |
Remark |
|
Repayment of Principal |
Payment of Interest |
|||
IDFC/EARC Limited |
- |
364.81 - 16.40 |
01 - 108 |
No. of instances 12 |
IDFC/EARC Limited |
300.00 |
- |
35 - 127 |
No. of instances 2 |
HDFC Limited |
- |
773.64 - 9.60 |
01 - 118 |
No. of instances 12 |
HDFC Limited |
100.00 |
- |
84 |
No. of instances 1 |
Karur Vysya Bank |
- |
48.46 - 1.52 |
01 - 93 |
No. of instances 11 |
Andhra Bank |
- |
105.96 - 90.77 |
01 - 93 |
No. of instances 12 |
(ix) According to the information and explanations given to us, the Company has not raised money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions of Para 3 (ix) of the Order are not applicable to the Company.
(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees have been noticed or reported during the year.
(xi) According to the information and explanations given to us, the managerial remuneration paid or provided during the year is in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions of Para 3 (xii) of the Order are not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of the Act, wherever applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the company.
(xvi) In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.
Annexure B to the Independent Auditorsâ Report on the financial statements of Andhra Cements Limited (âthe Companyâ) for the year ended March 31, 2018
(Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Andhra Cements Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the 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 issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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.
Auditorâs 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 on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing issued, 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 issued by the Institute of Chartered Accountants of India and applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the 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 expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs 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 and according to the information and explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 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 CHATURVEDI & PARTNERS
Chartered Accountants
Firm Registration No. 307068E
ANUJ MAHANSARIA
New Delhi Partner
May 30, 2018 Membership No. 500819
Jun 30, 2015
We have audited the accompanying standalone financial statements of
ANDHRA CEMENTS LIMITED ("the Company"), which comprises the Balance
sheet as at June 30, 2015, the Statement of Profit and loss and the
cash fow statement for fifteen months period ended June 30, 2015, and a
summary of significant accounting policies and other explanatory
information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance and cash fows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these 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 the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
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, of the state of affairs of the Company as
at June 30, 2015 and its losses and its cash fows for the period 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
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order.
2. As required by section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b. In our opinion, proper books of account as required by law have
been kept by the Company so far as 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 aforesaid 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 June 30, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on June 30, 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 all pending litigations on
its financial position in its financial statements. (Refer Note-34 to
the financial statements).
ii. The Company has made provision, as required under the applicable
law or accounting standards. The company did not have any long-term
contracts including derivative contracts for which there were any
material foreseeable losses.
iii. According to the information and explanation given to us and
having regard to scheme sanctioned by the BIFR and based on opinion
obtained by the Company, the certain amount pertaining to unpaid
matured deposits and debenture balance funds held with the banks, no
amount to be transferred to the Investor Education and Protection Fund
by the Company till June 30, 2015.
ANNEXURE REFERRED IN INDEPENDENT AUDITORS REPORT OF EVEN DATE
The Annexure referred to in our Independent Auditors' Report to the
members of the Company on the standalone financial statements for the
period ended June 30, 2015, we report that:
i. a. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b. The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all
the fixed assets at reasonable intervals. According to the information
and explanation given to us, discrepancies noticed on such verification
were not material and have been properly dealt with in the books of
account.
ii. a. According to the information and explanations given to us, the
management has conducted physical verification of inventory at
reasonable intervals during the year.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of the business.
c. In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories. The discrepancies noticed on verification between physical
stocks and book records were not material and have been properly dealt
with in the books of account.
iii. According to the information and explanations given to us, the
Company has not granted any, secured or unsecured loan, to companies,
forms or other parties covered in the register maintained under Section
189 of the Companies Act, 2013. Accordingly the clause iii (a) and (b)
of paragraph 3 of the Order are not applicable to the Company.
iv. 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 regards to purchases of
inventory, fixed assets and the sale of goods and services. During the
course of our audit, we have neither observed nor have been informed of
any continuing failure to correct major weaknesses in internal control
system of the Company.
v. In our opinion and according to the information and explanations
given to us, The Company has not accepted any deposits within the
meaning of Section 73 to 76 of the Act, and the rules framed there
under to the extent notified. Further, in respect of deposits accepted
by the Company during the earlier year, the Company Law Board (Southern
Regional Bench) has by its Order dated July 07, 2001 directed the
company to repay the said deposits in accordance with the scheme
sanctioned by the BIFR. However, the BIFR in its Modified
Rehabilitation Scheme dated July 21, 2008 directed the fixed deposits
holders to accept the outstanding principal amount, in four annual
installments, on interest free basis. Further, no other Order against
the Company has been passed by the Company Law Board or National
Company Law Tribunal or Reserve Bank of India or any Court or any other
Tribunal. In respect of these deposits, the Company is yet to comply
with the requirement of maintaining liquid assets and fling of Return
of Deposit.
vi. We have broadly reviewed the books of cost records maintained by
the Company pursuant to the Rules made by the Central Government under
Section 148(1) of the Companies Act, 2013 and are of the opinion that
prima facie, the prescribed account and records have been made and
maintained. We have, however, not made details examination of these
records with the view to determining whether they are accurate or
complete.
vii. a. According to the information and explanation given to us and on
the basis of our examination of books of accounts, the Company has been
generally regular in depositing undisputed statutory dues including
provident fund, employees' state insurance, income tax, sales tax,
wealth tax, service tax, customs duty, Cess and other statutory dues
applicable with the appropriate authorities. No undisputed amount
payable in respect of income tax, sales tax, service tax, customs duty,
Cess, excise duty and any other statutory dues were in arrears as at
June 30, 2015 for a period of more than six months from the date they
became payable.
b. According to the information and explanation given to us,
particulars of dues in respect of sales tax, service tax, value added
tax and Cess which have not been deposited as on June 30, 2015 on
account fo disputes and given below:
Sl. Name of
the Statute Nature of Dues Amount Period Forum where
dispute is
No. (Rs, in to which Pending
lakhs) amount
relates
1 Central
Excise
Act,1944 Interest on duty
demanded kept in 71.11 2005-06 High Court
abeyance pursuant
to BIFR order
2 Central
Excise
Act,1944 Central Excise
duty 10.61 2004-05 High Court
Central
Excise duty 12.76 2005-06 CESTAT
Central
Excise duty 651.97 2006-12 CESTAT
Central
Excise duty 371.5 2007-09 CESTAT
Central
Excise duty 1.82 2010-11 CESTAT
Central
Excise duty 5.62 2007-12 CESTAT
Central
Excise duty 11.08 2007-11 CESTAT
Central
Excise duty 3.88 2009-10 CESTAT
3 Finance
Act, Service Tax 1.74 2008-10 CESTAT
Service Tax 12.74 2007-10 CESTAT
Service Tax 298.64 2007-10 CESTAT
4 APGST
Act/CST
Act Sales Tax 26.96 1995-96 High Court
Sales Tax 8.11 2001-02 Tribunal
Sales Tax (CST) 16.65 1991-92 Tribunal
Sales Tax (CST) 6.53 1992-93 Tribunal
Sale Tax (CST) 38.80 2010-11 Commissioner
(Appeals)
5 Orissa
Sales
tax Act Sales Tax (ET) 0.21 2000-01 Tribunal
Sales Tax (ET) 2.77 2003-04 Tribunal
6 Tamil Nadu
Sales Tax Sales Tax (CST) 12.30 1988-89 Tribunal
Act
Sales Tax 13.26 1991-92 Tribunal
Sales Tax 5.83 1992-93 Tribunal
Sales Tax 18.93 1996-97 Tribunal
Sales Tax 9.16 1988-89 Commissioner
(Appeals)
Sales Tax 6.09 1989-90 Commissioner
(Appeals)
b. There were no amounts which were due to be transferred by the
company to the Investor Education and Protection Fund and rules made
there under in accordance with the scheme sanctioned by the BIFR.
Accordingly the clause vii (c) of paragraph 3 of the Order are not
applicable to the Company.
viii. The accumulated losses of the company are more than fifty percent
of its net worth. The Company has incurred cash losses during the
period covered by our report and in the immediately preceding financial
year.
ix. According to the information and explanations given to us, the
company has not defaulted in repayment of dues to any financial
institution, bank or debenture holders.
x. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions. Accordingly the clause x of paragraph 3 of
the Order are not applicable to the Company.
xi. In our opinion and according to the information and explanations
given to us, the term loans have been applied by the company during the
year for the purposes for which they were obtained.
xii. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the company has been noticed or reported during the period.
For CHATURVEDI & PARTNERS
Chartered Accountants
Firm Registration No. 307068E
R N CHATURVEDI
Noida Partner
August 28, 2015 Membership No. 092087
Mar 31, 2014
We have audited the accompanying financial statements of ANDHRA CEMENTS
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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act") read together with General
Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate
affairs in respect of section 133 of the Companies Act, 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that are free from material misstatement, whether
due to fraud or error.
Auditors'' 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 we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion.
Basis for Qualified Opinion
Attention is drawn to Note 36 regarding continuance of capitalization
of borrowing costs in the Capital Work in Progress for the reasons
stated therein. We are unable to determine the amount of adjustment if
any in this respect.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the Basis for Qualified Opinion paragraph above, the
financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
i. in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
ii. in the case of the Statement of Profit and Loss, of the loss for
the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (''the
Order'') issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
b. in our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books.
c. the Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this report are in agreement with the
books of account.
d. Except for the effect of the matters described in the Basis for
Qualified Opinion paragraph, in our opinion, the Balance Sheet,
Statement of Profit and Loss and Cash Flow Statement, comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Act read together with General Circular 15/2013 dated September 13,
2013 of the Ministry of Corporate Affairs in respect of section 133 of
the Companies Act, 2013.
e. On the basis of written representations received from the directors
as on March 31,2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014 from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act.
f. Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
i. a. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b. Fixed assets have been physically verified by the management during
the previous year pursuant to a programme for physical verification of
fixed assets once in a period of three years, which in our opinion, is
reasonable having regard to the size of the Company and the nature of
its assets. The Company is in the process of reconciling the same with
the fixed asset register and we are informed by the management that
based on the reconciliation being performed, discrepancies if any are
not likely to be material.
c. Fixed assets disposed off during the year were not substantial and
therefore do not affect the going concern status of the Company.
ii. a. The inventory has been physically verified during the year by
the management. In our opinion, the frequency of verification is
reasonable.
b. The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
c. The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material and the same have been properly
dealt with in the books of account.
iii. a. According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to companies,
firms or other parties covered in the register maintained under Section
301 of the Companies Act, 1956. Accordingly, the provisions of the
clause (iii)(b),
(iii)(c) and (iii)(d) of Companies (Auditors'' Report) Order, 2003 are
not applicable to the Company.
b. According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from companies,
firms or other parties covered in the register maintained under Section
301 of the Companies Act, 1956. Accordingly, the provisions of the
clause (iii)(f) and (iii)(g) of Companies (Auditors'' Report) Order,
2003 are not applicable to the Company.
iv. In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit, we have neither observed nor have been informed of any
continuing failure to correct major weaknesses in internal control
system of the Company.
v. a. In our opinion, and according to the information and
explanations given to us, the particulars of contracts or arrangements
that need to be entered, if any, in the register maintained under
Section 301 of the Act have been so entered.
b. In our opinion according to the information and explanations given
to us, the transactions made in pursuance of contracts or arrangements
entered in the register maintained under section 301 of the Companies
Act, 1956 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 the prevailing market prices at the relevant time.
vi. In our opinion and according to the information and explanations
given to us, the company has not complied with the provisions of
section 58A and 58AA of the Act and Companies (Acceptance of Deposits)
Rules, 1975 with regard to the repayment of the deposits accepted from
the public and maintenance of liquid assets, and filing its Annual
Return of Deposits. According to the information furnished to us, the
Company Law Board (Southern Regional Bench) has by its Order dated July
07, 2001, under Section 58AA, directed the company to repay the said
deposits in accordance with the scheme sanctioned by the BIFR. The BIFR
in its Modified Rehabilitation Scheme dated July 21, 2008 directed the
fixed deposits holders to accept the outstanding principal amount, in
four annual installments, on interest free basis. Further, no other
Order against the Company 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 the size and nature of its business.
viii. We have broadly reviewed the cost records maintained by the
company pursuant to the Companies (Cost Accounting Records) rules, 2011
prescribed by the Central Government under section 209(1 )(d) of the
Companies Act, 1956 and are of the opinion that, prima facie, the
prescribed cost records have been made & maintained. We have, however,
not made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
ix. a. According to the information and explanations given to us, the
Company has generally been regular in depositing with the appropriate
authorities undisputed statutory dues including provident fund,
investor education and protection fund, employees'' state insurance,
income-tax, sales-tax, wealth tax, service tax, custom duty, excise
duty, cess and any other statutory dues applicable to it.
b. According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax, custom duty and excise duty were in arrears as at
March 31, 2014 for a period of more than six months from the date they
became payable excepting those mentioned hereunder:
Name of Nature Amount Period to which
statute of Dues (Rs. in amount relates
Lacs)
TN VAT Act VAT 0.25 August 2010 -
November 2010
c. According to information and explanations given to us, there are no
dues of income-tax, sales tax, wealth tax, service tax, customs duty
and excise duty which have not been deposited on account of any dispute
excepting those mentioned hereunder:
S. Name of the Statute Nature of Dues Amount
No. (Rs. in Lacs)
1 Central Excise Act, 1944 Interest on duty 73.11
demanded kept in
abeyance pursuant
to BIFR order.
2 Central Excise Act,1944 Central Excise duty 8.00
Central Excise duty 53.79
Central Excise duty 651.97
Central Excise duty 1.74
Central Excise duty 140.50
Central Excise duty 231.00
Central Excise duty 1.82
Central Excise duty 5.62
Central Excise duty 3.88
Central Excise duty 23.84
3 Finance Act, 1994 Service Tax 1.74
Service Tax 298.64
4 APGST Act/CST Act Sales Tax 35.43
Sales Tax 37.66
Sales Tax 18.34
Sales Tax 26.96
Sales Tax 8.11
Sales Tax (CST) 16.65
Sales Tax (CST) 6.53
Sale Tax (CST) 53.45
Sales Tax (CST) 193.47
5 Orissa Sales tax Act Sales Tax (ET) 0.21
Sales Tax (ET) 2.77
6 Tamil Nadu Sales Tax Act Sales Tax (CST) 12.30
Sales Tax 13.26
Sales Tax 5.83
Sales Tax 18.93
Sales Tax 9.16
Sales Tax 6.09
S. Name of the Statute Period Forum where dispute
No. to which is Pending
amount
relates
1 Central Excise Act, 1944 2005-06 High Court
2 Central Excise Act,1944 2003-04 High Court
2003-04 CESTAT
2011-12 CESTAT
2011-12 CESTAT
2006-09 CESTAT
2007-11 CESTAT
2010-11 CESTAT
2006-12 CESTAT
2009-10 CESTAT
2007-11 CESTAT
3 Finance Act, 1994 2008-10 CESTAT
2007-10 CESTAT
4 APGST Act/CST Act 1990-91 High Court
1991-92 High Court
1992-93 High Court
1995-96 High Court
2001-02 Tribunal
1991-92 Tribunal
1992-93 Tribunal
2008-09 Commissioner
(Appeals)
2009-10 Commissioner
(Appeals)
5 Orissa Sales tax Act 2000-01 Tribunal
2003-04 Tribunal
6 Tamil Nadu Sales Tax Act 1988-89 Tribunal
1991-92 Tribunal
1992-93 Tribunal
1996-97 Tribunal
1988-89 Commissioner
(Appeals)
1989-90 Commissioner
(Appeals)
x. According to the information and explanations given to us and
without considering the effect of matters described in the Basis for
Qualified opinion paragraph, accumulated losses of the company are not
more than fifty percent of its net worth. Further, the Company has
incurred cash losses during the period covered by our report. It has
also incurred cash losses in the immediately preceding financial
period.
xi. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to any
financial institution, bank or debenture holders.
xii. In our opinion and according to the information and explanations
given to us, the Company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
xiii. In our opinion, the Company is not a chit fund or a nidhi
/mutual benefit fund/ society. Accordingly, the provisions of clause 4
(xiii) of the Companies (Auditors'' Report) Order, 2003 are not
applicable to the Company.
xiv. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, the provisions of clause 4 (xiv) of
the Companies (Auditors'' Report) Order, 2003 are not applicable to the
Company.
xv. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
xvi. In our opinion, and according to the information and explanations
given to us, term loans have been applied for the purposes for which
they were raised.
xvii. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that no fund raised on a short term basis have been used for long term
investment except utilization of bridge loan of Rs. 10,000 Lacs for
capital expenditure.
xviii. The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
section 301 of the Act during the year. Accordingly, the provisions of
clause 4 (xviii) of the Companies (Auditors'' Report) Order, 2003 are
not applicable to the Company.
xix. The Company has not issued any debentures during the year.
xx. The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4 (xx) of the Companies
(Auditors'' Report) Order, 2003 are not applicable to the Company.
xxi. 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 course of our audit.
For CHATURVEDI & PARTNERS
Chartered Accountants
Firm Registration No. 307068E
R N CHATURVEDI
Noida Partner
May 26, 2014 Membership No. 092087
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of ANDHRA CEMENTS
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 Standards referred to in sub-section (3C) of section 211
of the Companies Act'' 1956 ("the Act"). This responsibility includes
the design'' implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
are free from material misstatement'' whether due to fraud or error.
Auditors'' 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 qualified audit opinion.
Basis for Qualified Opinion
Attention is drawn to Note 36'' 38 and 39 regarding balances of Trade
payables'' other creditors'' Deposits'' advances and Trade receivables''
which are subject to confirmation and reconciliation'' continuance of
capitalization of borrowing costs and recognition of deferred taxes on
business losses. We are unable to obtain appropriate audit evidence
about the carrying amount of the same. Consequently'' we are unable to
determine whether any adjustments to these amounts were necessary.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us'' except for the effects of the matters
described in the Basis for Qualified Opinion paragraph above'' the
financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India: i. in the case of
the Balance Sheet'' of the state of affairs of the Company as at March
31'' 2013; ii. in the case of the Statement of Profit and Loss'' of the
loss for the year ended on that date; and iii. in the case of the Cash
Flow Statement'' of the ash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order'' 2003 (''the
Order'') issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act'' we givein the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As requiredby 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 purposes of our
audit.
b. in our opinion'' proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books.
c. the Balance Sheet'' the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this report are in agreement with the
books of account.
d. Except for the effect of the matters described in the Basis for
Qualified Opinion paragraph'' in our opinion'' the Balance Sheet''
Statement of Profit and Loss and Cash Flow Statement'' comply with the
Accounting Standards referred to in sub- section (3C) of Section 211 of
the 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 clause (g) of sub-section (1) of
Section 274 of the Act.
f. Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act'' 1956 nor has it issued any Rules under the said section''
prescribing the manner in which such cess is to be paid'' no cess is due
and payable by the Company.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
i. a. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b. A major portion of the fixed assets has been physically verified by
the management during the year pursuant to a programme for physical
verification of fixed assets'' which in our opinion'' is reasonable
having regard to the size of the Company and the nature of its assets.
According to the information and explanations given to us'' no material
discrepancies were noticed on such verification.
c. Fixed assets disposed off during the year were not substantial and
therefore do not affect the going concern status of the Company.
ii. a. The inventory has been physically verified during the year by
the management. In our opinion'' the frequency of verification is
reasonable.
b. The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
c. The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material and the same have been properly
dealt with in the books of account.
iii. a. According to the information and explanations given to us'' the
Company has not granted any loans'' secured or unsecured'' to companies
firms or other parties covered in the register maintained under Section
301 of the Companies Act'' 1956. Accordingly'' the provisions of the
clause (iii)(b)'' (iii)(c) and (iii)(d)Companies (Auditors'' Report)
Order'' 2003 are not applicable to the Company.
b. The Company had taken unsecured loan from two erstwhile promoter
companies covered in the register maintained under section 301 of the
Companies Act'' 1956. The maximum amount involved during the year was
Rs. 1017 lacs and yearend balance was Rs. Nil.
c. In our opinion and according to the information and explanations
given to us'' the rate of interest and other terms and conditions on
which loans have been taken are not prima facie prejudicial to the
interest of the Company.
d. The Company has repaid the principal amount and interest thereon''
as stipulated.
iv. In our opinion and according to the information and explanations
given to us'' there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory'' fixed assets and with
regard to the sale of goods and services. During the course of our
audit'' we have neither observed nor have been informed of any
continuing failure to correct major weaknesses in internal control
system of the Company.
v. a. In our opinion'' and according to the information and explanations
given to us'' the particulars of contracts or arrangements that need to
be entered in the register maintained under Section 301 of the Act have
been so entered.
b. In our opinion according to the information and explanations given
to us'' the transactions made in pursuance of contracts or arrangements
entered in the register maintained under section 301 of the Companies
Act'' 1956 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 the prevailing market prices at the relevant time.
vi. In our opinion and according to the information and explanations
given to us'' the company has not complied with the provisions of
section 58A and 58AA of the Act and Companies (Acceptance of Deposits)
Rules'' 1975 with regard to the repayment of the deposits accepted from
the public and maintenance of liquid assets'' and filing its Annual
Return of Deposits. According to the information furnished to us'' the
Company Law Board (Southern Regional Bench) has by its Order dated July
07'' 2001'' under Section 58AA'' directed the company to repay the said
deposits in accordance with the scheme sanctioned by the BIFR. The BIFR
in its Modified Rehabilitation Scheme dated July 21'' 2008 directed the
fixed deposits holders to accept the outstanding principal amount'' in
four annual installments'' on interest free basis. Further'' no other
Order against the Company 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 the size and nature of its business.
viii. During the year'' there were no commercial operations of the
Company. Accordingly no cost records were maintained by the Company
pursuant to the Companies (Cost accounting Records) Rules'' 2011
prescribed by the Central Government under Section 209(1)(d) of the
Companies Act'' 1956.
ix. a. According to the information and explanations given to us'' the
Company is regular in depositing with the appropriate authorities
undisputed statutory dues including provident fund'' investor education
and protection fund'' employees'' state insurance'' income-tax'' sales-tax''
wealth tax'' service tax'' custom duty'' excise duty'' cess and any other
statutory dues applicable to it.
x. According to the information and explanations given to us and
without considering the effect of matters described in the Basis for
Qualified opinion paragraph'' accumulated losses of the company are not
more than fifty percent of its net worth. Further'' the Company has
incurred cash losses during the period covered by our report. It has
also incurred cash losses in the immediately preceding financial
period.
xi. In our opinion and according to the information and explanations
given to us'' the Company has not defaulted in repayment of dues to any
financial institution'' bank or debenture holders excepting the
following instances of defaulted interest and principal payment: Nature
of Dues Amount Period of delay
xii. In our opinion and according to the information and explanations
given to us'' the Company has not granted loans and advances on the
basis of security by way of pledge of shares'' debentures and other
securities.
xiii. In our opinion'' the Company is not a chit fund or a nidhi /mutual
benefit fund/ society. Accordingly'' the provisions of clause 4 (xiii)
of the Companies (Auditors'' Report) Order'' 2003 are not applicable to
the Company.
xiv. According to the information and explanations given to us'' the
Company is not dealing or trading in shares'' securities'' debentures and
other investments. Accordingly'' the provisions of clause 4 (xiv) of the
Companies (Auditors'' Report) Order'' 2003 are not applicable to the
Company.
xv. According to the information and explanations given to us'' the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
xvi. In our opinion'' and according to the information and explanations
given to us'' term loans have been applied for the purposes for which
they were raised.
xvii. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company'' we report
that no funds raised on a short-term basis have been used for long-term
investment.
xviii.The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Act during the year. Accordingly'' the provisions of clause 4
(xviii) of the Companies (Auditors'' Report) Order'' 2003 are not
applicable to the Company.
xix. The Company has not issued any debentures during the year.
xx. The Company has not raised any money by public issues during the
year. Accordingly'' the provisions of clause 4 (xx) of the Companies
(Auditors'' Report) Order'' 2003 are not applicable to the Company.
xxi. 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 course of our audit.
For CHATURVEDI &PARTNERS
Chartered Accountants
Firm Registration No. 307068E
R N CHATURVEDI
New Delhi Partner
April 27'' 2013 Membership No. 092087
Mar 31, 2012
1. We have audited the attached Balance Sheet of ANDHRA CEMENTS
LIMITED, as at March 31, 2012, the Statement of Profit and Loss and
also the Cash Flow Statement for nine months period 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 whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (the
Order) issued by the Central Government of India in terms of
su.b-section j(4A) of Section 227 of'the Companies Act, 1956 (the Act),
and according to the information and explanation given to us and also
on the basis of such checks as we considered appropriate, we, to the
extent ascertainable from the available records and details, enclose in
the Annexure a statement on the matters specified in paragraphs 4 and 5
of the said Order.
4. Attention is invited to Note 36(a) and (b) regarding non
availability of confirmation/ reconciliation, etc. and
non-ascertainment of adjustments with respect to advances, debtors,
liabilities, etc; Note 38(a) and (b) regarding continuation of
capitalization of borrowing and other cost and non-ascertainment of
effect for capital supplies/ services pending completion of project.
5. Further to our comments in the Annexure referred to para 3 and para
4 above, we report that:
a. Subject to matters dealt with in para 4 above, we have obtained all
the information and explanations, which to the best of our knowledge
and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required b^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 the Cash
Flow Statement dealt with by this report are in agreement with the
books of account.
d. In our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt with by this report, subject to
e. In respect of debentures and fixed deposits as stated in note 45
(b) and (c), the Company has received a legal opinion that there is no
default in the repayment of amount due to the debenture holders and
deposit holders, for which reliance has beentplaced by us. In view of
this and on the basis of written representations received from the
directors and taken on record by the Board of Directors, we report that
none of the directors is disqualified as on March 31,2012 from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act.
f. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, subject to para 4
above, impact whereof is presently not ascertainable and read together
with other notes thereon 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, 2012.
ii. in the case of the Statement of Profit and Loss, of the profit for
the nine month period ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the
nine month period ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
i. a. According to the information and explanations furnished to us,
the Company has not updated its records of fixed assets with
particulars including quantitative details and situation of its fixed
assets.
b. We are informed by the company's management thai it follows the
practice of physical verification of its Fixed Assets once in a period
of three years which, in our opinion is reasonable and adequate in
relation to the nature and location of the Fixed Assets. However, as
stated in note no. 36(a), no such physical verification of its assets
was conducted by the management during the period and accordingly
discrepancies, if any, arising there from are presently not
ascertainable.
c. According to the information and explanation given to us, during
the period, the Company has not disposed off substantial part of its
fixed assets.
ii. a. According to the information and explanations given to us, the
company has physically verified its inventories. In respect of certain
materials stored in heaps, such verification has been done on the basis
of volumetric measurement. In our opinion, the frequency of
verification is reasonable.
b. In our opinion, the procedures of physical verification of
inventories being reasonable and adequate in relation to the size of
the Company and the nature of its business.
c. According to the information furnished to us, the Company is
maintaining proper records of its inventory and the discrepancies
noticed on verification during audit, to the extent carried out between
the physical stocks and the book records were not material, and have
been properly dealt with in the books of account.
iii. a. According to the information and explanations furnished to us,
the Company has not granted any loans to companies, firms or other
parties covered by the register maintained under Section 301 of the
Act, and consequently reporting under sub- clauses (b), (c) and (d) of
clause 4(iii) of the Order is not applicable to the Company for the
period.
b. The Company hadin earlier year taken unsecured loans and advances
from five companies of erstwhile promoters covered in the register
maintained under section 301 of the Act. The maximum amount involved
during the period was Rs.7,526 lacs and period end balance was Rs.1,017
lacs.
c. In our opinion, based on the information and explanations given to
us, the rate of interest, where applicable, and other terms and
conditions on which the loans and advances were taken are not, prima
facie, prejudicial to the interests of the Company.
d. According to the information and explanations given to us as stated
in note 37(b), part of amount has been repaid in accordance with the
agreement.
iv. In our opinion and according to the information and explanations
given to us, except during the period of disruption of operation as
stated in note 35, there exists an adequate internal control system
commensurate with the size of the company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit, we have neither observed nor have been informed of any
continuing failure to correct major weaknesses in internal control
system of the company.
v. a. in our opinion and according to the information and explanations
given to us and as per the record of the company, the transactions made
in pursuance of contract or arrangements that need to be entered in
ttie 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 contract/
arrangements entered in the Register maintained u/s 301 of the Act and
exceeding the value of Rupees five lakhs in respect of each party
during the year have been made at prices which appear reasonable as per
information available with the Company.
vi. In our opinion and according to the information and explanations
given to us, the company has not complied with the provisions of
section 58A and 58AA of the Act and Companies (Acceptance of Deposits)
Rules, æ 1975 with regard to the repayment of the deposits accepted
from the public and maintenance of liquid assets, and filing its Annual
Return of Deposits. According to the information furnished to us, the
Company Law Board (Southern Regional Bench) has by its Order dated 7th
July 2001, under Section 58AA, directed the company to repay the said
deposits in accordance with the scheme sanctioned by the BIFR. The BIFR
in its Modified Rehabilitation Scheme dated 21st July 2008 directed the
fixed deposits holders to accept the outstanding principal amount, in
four annual installments, on interest free basis. Further, according to
the information furnished to us, no other Order has been passed on the
company by the Company Law Board or National Company Law Tribunal or
Reserve Bank of India or any Court or any other Tribunal for
non-compliance with the provisions of Sections 58A and 58AA of the Act.
vii. As explained in note 35, due to disruption in operation, no
internal audit was carried out during the period.
viii. As explained in note 35, due to disruption in operation, there
has been no production and the prescribed accounts, and records have
not been maintained during the period.
ix. a. According to the information and explanations given to us, the
Company has n been regular in depositing with the appropriate
authorities undisputed statutory dues including provident fund,
investor education and protection fund, income- tax, sales-tax,'wealth
tax, service tax, custom duty, excise duty, and any other statutory
dues applicable to it.
b. According to the information and explanations given to us,
undisputed amounts payable in respect of income tax deducted/ collected
at source and cess thereon, value added tax, work contract tax,
provident fund, sales-tax, and excise duty, which were in arrears, as
at March 31, 2012 for a period of more than six months from the date
they became payable are as under:
Name of statute Nature Amount Period to which amount
of the Dues (Rs.
lacs) relates
Uttarakhand VAT
Act VAT 32.25 September 2010
Mines & Minerals
(Development &
Regulation Act)
1957 Royalty &
Dead Rent 12.71 August 2009 - March 2012
Finance Act, 1994 Service Tax 0.48 April 2010 - July 2010
Orissa VAT Act VAT 0.11 September 2010 to
Nov - 2010
TN VAT Act VAT 0.25 August 2010 to Nov-2010
c. According to information and explanations given to us, there are no
dues of sales tax, customs duty, excise duty, service tax which have
not been deposited by the Company on account of any dispute except as
reported hereunder:
S. Name of the Nature of Amount not Asst Year/ Pending before
No Statute disputed remitted Year of
amount (Rs in
lakhs) demand
1 Central Excise
Act, 1944. Interest
on duty 73.11 2005-06 Assessing officer
demanded
kept in
abeyance
pursuant to
BIFR order.
2 Central Excise
Act, 1944 Central
Excise duty 8.00 2004 High Court
-do- 25.34 2005 CESAST
-do- 95.78 2005 CESAST
-do- 5.69 2011-12 Commissioner
(Appeals)
3 Finance Act, Service Tax 3.95 2010 CESAST
-do- 6.32 2011-12 Commissioner
(Appeals)
4 APGSTAct/CST
Act Sales Tax 35.43 1990-91 High Court
Sales Tax 37.66 1991-92 High Court
Sales Tax 18.34 1992-93 High Court
Sales Tax 26.96 1995-96 High Court
Sales Tax 8.11 2001-02 Tribunal
Sales Tax
(CST) 16.65 1991-92 Tribunal
Sales Tax
(CST) 6.53 1992-93 Tribunal
5 Orissa Sales
tax Act Sales Tax 0.45 2000-01 Tribunal
Sales Tax (ET) 0.46 2001-02 Tribunal
Sales Tax (ET) 0.63 2002-03 Commissioner
(Appeals)
Sales Tax (ET) 2.77 2003-04 Tribunal
Sales Tax 1.08 2004-05 Tribunal
Sales Tax 0.76 2008-09 Commissioner
(Appeals)
6 Tamil Nadu
Sales Tax Act Sales Tax
(CST) 12.30 1988-89 Tribunal
Sales Tax 13.26 1991-92 Tribunal
Sales Tax 5.83 1992-93 Tribunal
Sales Tax 18.93 1996-97 Tribunal
Sales Tax 9.17 1988-89 Commissioner
(Appeals)
Sales Tax 6.09 1989-90 Commissioner
(Appeals)
x. According to the information and explanations furnished to us by the
Company and having regard to the effect of matters dealt with in para 4
of our report and without considering the effect of matters dealt with
in para 5 of the said report, accumulated losses of the company are not
more than fifty percent of its net worth. Further, the Company has
incurred cash losses during the period covered by our report. Also it
has incurred cash losses in the immediately preceding financiat year.
xi. Based on the examination of the books of account and other related
records and according to the information and explanations given to us,
9 instances of delays were noted in repayment of dues to financial
institutions ranging from 15 days to 168 days with amounts varying from
Rs. 83.17 lacs to Rs. 189.42 lacs and 9 instances of delays were noted
in repayment of dues to debenture holders ranging from 12 days to 168
days with amounts varying from Rs.2.35 lacs to Rs.37.79 lacs.
xi(. In our opinion and according to the information and explanations
given to us, the Company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
xiii. In our opinion, the company is not a chit fund or a nidhi /mutual
benefit fund/ society. Therefore the provisions of clause 4 (xiii) of
the Order are not applicable to the company.
xiv. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, the provisions of clause 4 (xiv) of
the Order are not applicable to the company.
xv. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
xvi. In our opinion, and according to the information and explanations
given to us, the Company has not raised any fresh term loans during the
period.
xvii. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company without
considering the effect of matters dealt with in our report, we report
that no funds have been used for long- term investment i.e. funding of
capital work in progress and its losses.
xviii. According to the information and explanations given to us, the
Company has made preferential allotment of shares to parties and
companies covered in the register maintained under Section 301 of the
Act during the period. In our opinion, the price at which shares have
been issued is not prejudicial to the interest of the company.
xix. The Company has not issued any debentures during the year.
Accordingly, the provisions of clause 4 (xix) of the Order are not
applicable to the company.
xx. The Company has not raised any money through a public issue during
the period. Accordingly, the provisions of clause 4 (xx) of the order
are not applicable to the company.
xxi. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For LODHA & CO. For CHATURVEDI &PARTNERS
Chartered Accountants Chartered Accountants
Firm Registration No.301051E Firm Registration NO.307068E
K.SOMESWARARAO RN CHATURVEDI
Partner Partner
Membership No.052061 Membership No. 092087
Noida Noida
May 18, 2012 May 18, 2012
Mar 31, 2010
1. We have audited the attached Balance Sheet of Andhra Cements
Limited ( the company), as at 31st March 2010, its Profit and Loss
Account for the year ended on that date annexed thereto, and its
cash-flow statement for the year ended on that date. 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 the companys management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Government of India in terms of sub-Section (4A) of Section 227
of the Companies Act, 1956, we enclose in the Annexure a statement on
the matters specified in paragraphs 4 and 5 of the said Order.
4. Attention is invited to the following notes forming part of the
accounts.
a. Note No. 16 regarding write back of dues to CRA, for the reasons
mentioned therein, consequent to which profit for the year is higher by
Rs. 165.03 lakhs and the unsecured loans & accumulated loss at
the.yearend are lower by the said amount.
b. Note No: 19 regarding confirmation/reconciliation of balances and
consequential adjustment if any that may arise therefrom;
c. Note No: 20 regarding non-availability of certain information in
respect of pre- take over period;
5. We further report that, had the observations made by us in 4(a)
above been considered, and without considering Para 4(b) and 4(c) the
effect of which cannot be determined, the profit for the year would
have been Rs. 4,603.51 lakhs as against the reported profit of Rs.
4,768.54 lakhs, the accumulated loss as at the date of the Balance
Sheet would have been Rs. 6,187.31 lakhs as against the reported
accumulated loss of Rs. 6,022.29 lakhs and unsecured loans would have
been Rs. 1960.38 lakhs as against the reported figure of Rs. 1,795.36
lakhs.
6. Further to our comments in the Annexure referred to in paragraph 3
above:
a. Subject to Para 4b and c, 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 the Cash flow
statement referred to in this report are in agreement with the books of
account.
d. In our opinion, the Balance Sheet, Profit and Loss Account, and the
Cash flow statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956.
e. In respect of debentures as stated in Note 22 of Schedule O, the
company has received a legal opinion that there is no default in the
repayment of amount due to the debenture holders and deposit holders.
Save and except for this, for which reliance has been placed on the
legal opinion received by the Company,
on the basis of the written representations received from the Directors
and taken on record by the Board of Directors, none of the Directors is
disqualified as on 31st March 2010 from being appointed as a Director
in terms of clause (g) of Sub-section (1) of Section 274 of the
Companies Act, 1956.
7. In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet and Profit and
Loss Account, and the cash flow statement subject to para 4 above with
the consequential impact thereof as given in Para 5 above and read
together with the other Notes, Schedules and Statement of Accounting
Policies attached thereto, give the information required by the
Companies Act, 1956 in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India.
i) In so far as it relates to the Balance Sheet, of the state of
affairs of the Company as at 31st March 2010,
ii) In so far as it relates to the Profit and Loss Account, of the
Profit of the Company for the year ended on that date; and
iii) In the case of the Cash Flow statement, of the cash flows of the
company for the vear ended on that date.
Annexure referred to in paragraph 3 of our report of even date
1.1 According to the information and explanations furnished to us, the
company has not updated its records of Fixed Assets with particulars
including quantitative details and situation of its fixed assets.
1.2 We are informed by the companys management that it follows the
practice of physical verification of its Fixed Assets once in a period
of three years which, in our opinion is reasonable and adequate in
relation to the nature and location of the Fixed Assets. In keeping
with the said practice, according to the information furnished to us,
no such physical verification of its assets was conducted by the
management during the year.
1.3 According to the information and explanations furnished to us, the
company has not disposed of a substantial part of its fixed assets
during the year as would effect the going concern assumption in its
case.
2.1 According to the information and explanations furnished to us, the
company has physically verified its inventories of raw materials,
finished goods, packing materials and high value items among its stores
and spares during the year. In respect of certain materials stored in
heaps, such verification has been done on the basis of volumetric
measurement. In our opinion, the frequency of verification is
reasonable.
2.2 In our opinion, the procedures of physical verification of
inventories followed by the management, to the extent carried out
during the year, are reasonable and adequate in relation to the size of
the company and the nature of its business.
2.3 According to the information furnished to us, the company is
maintaining proper records of its inventory and the discrepancies
noticed on verification, to the extent carried out during the year,
between the physical stocks and the book records were not material, and
have been properly dealt with in the books of account.
3.1 According to the information and explanations furnished, to us, the
company has not granted any loans to companies, firms or other parties
covered by the register maintained under Section 301 of the Companies
Act, 1956, and consequently reporting under sub-clauses b, c and d of
clause 4(iii) of the Order does not arise during the year.
3.2 According to the information and explanations furnished to us, the
company has as at the date of the Balance Sheet borrowed monies
aggregating to Rs. 4.24 Lakhs from two companies covered by the
register maintained under Section 301 of the Companies Act, 1956.
3.3 In our opinion, based on the information and explanations furnished
to us, the terms and conditions on which the company has borrowed
moneys from a company covered by the register maintained under Section
301 of the Companies Act, 1956, referred to in para 3.2 above are not
prima facie prejudicial to the interests of the company, considering
the circumstances under which it is presently operating.
3.4 According to the information and explanations furnished to us, no
terms have been stipulated with regard to regular repayment of the
principal and interest on the loans taken by it from the company
covered by the register maintained under Section 301 of the Companies
Act, 1956, referred to in para 3.2 above, such loans having been
brought in accordance with the sanctioned scheme of rehabilitation of
this company.
4. 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
purchases of inventory, fixed assets and for the sale of goods and
services. During the course of our audit, we have not come across any
instances of major weaknesses in internal control that require
correction and have so continued without correction.
5. According to the information and explanations furnished to us, and
in our opinion, the arrangements entered into by the company during the
year, that were required to be entered in the register maintained under
section 301 of the Companies Act, 1956, have been so entered, and are
not prejudicial to the interest of the company considering the
circumstances under which they were entered into by the company.
6. In our opinion and according to the Information and explanations
given to us, the company has not complied with the provisions of
section 58A and 58AA of the Companies Act, 1956 and Companies
(Acceptance of Deposits) Rules, 1975 with regard to the repayment of
the deposits accepted from the public and maintenance of liquid assets,
and filing its Annual Return of Deposits. According to the information
furnished to us, the Company Law Board (Southern Regional Bench) has by
its Order dated 7th July 2001, under Section 58AA, directed the company
to repay the said deposits in accordance with the scheme sanctioned by
the BIFR. The BIFR in its Modified Rehabilitation Scheme dated 21st
July 2008 directed the fixed deposits holders to accept the outstanding
principal amount, in four annual instalments, on interest free basis.
Further, according to the information furnished to us, no other Order
has been passed on the company by the Company Law Board or National
Company Law Tribunal or Reserve Bank of India or any Court or any other
Tribunal for non-compliance with the provisions of Sections 58A and
58AA of the Companies Act, 1956.
7. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the books of account and records
maintained by the company pursuant to the Rules made by the Central
Government for the maintenance of Cost Records under section 209 (1)
(d) of the Companies Act, 1956 and we are of the opinion that prima
facie the prescribed accounts and records have been made and maintained.
However, we are not required to and accordingly have not carried out
an audit of the same.
9.1 According to the information furnished to us, during the year , the
company has generally been regular in depositing with the appropriate
authorities, the undisputed statutory dues including Provident Fund,
Investor Education Protection Fund, Employees State Insurance, Income
Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess
and other material statutory dues applicable to it except for
occasional delays during the year and there were no such undisputed
statutory dues were in arrears, as at the date of the Balance Sheet
under report, for a period of more than six months from the date they
became payable.
9.2 According to the information furnished to us, the following amounts
of Sales Tax, Customs Duty, Excise Duty, Cess, Income Tax, Wealth Tax,
Service Tax have been disputed by the company, and hence, were not
remitted to the concerned authorities at the date of the Balance Sheet
under report.
10. Accumulated losses as at the yearend does not exceed fifty percent
of the companys net worth, and it did not incur cash losses during the
year covered by this report, or in the immediately preceding year.
11. According to the information and explanations furnished to us by
the company, the companys dues to certain debenture holders amounting
to Rs. 197.22 lacs have, as approved by the BIFR, been deposited in a
bank account with a lien thereon in favour of debenture trustees to
facilitate repayment as and when claimed.
12. According to the information furnished to us, the company has not
granted any loans or advances on the basis of security by way of pledge
of shares, debentures, and other securities.
13. In our opinion and according to the information and explanations
furnished to us, the company is not a chit fund or a nidhi / mutual
benefit fund/ society and hence, the requirements of clause 4(xiii) of
the Companies (Auditors Report) Order, 2003 are not applicable to the
company during the period under report.
14. According to the information furnished to us, the company is not
dealing in or trading in shares, securities, debentures and other
investments. Accordingly, the requirements of clause 4(xiv) of the
Companies (Auditors Report) Order, 2003 are not applicable to the
company.
15. According to the information furnished to us, the company has not
given any guarantees for loans taken by others from any banks or
financial institutions.
16. According to the information and explanations furnished to us, the
term loans raised by the company during the period have been applied
for the purposes for which they were raised.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the company, we report
that funds raised on short-term basis have not been used for long-term
investment.
18. According to the information and explanations furnished to us, the
company has not made any preferential allotment of Equity shares during
the year to companies covered by the register maintained under Section
301 of the Act.
19. According to the information and explanations given to us, the
company has created security in respect of the principal ajnount of the
debentures issued by it.
20. The Company has raised money through preferential issue of shares.
The management has disclosed the end use of money raised by
preferential issue (Refer Note 30 in Schedule O) and the same has been
verified by us.
21. During the course of our examination of the accounts of the
company in accordance with generally accepted auditing practices, we
have not come across any instances of fraud on or by the company, nor
have we been informed by the management of any such instance being
noticed or reported during the year.
For CHATURVEDI & PARTNERS
Chartered Accountants
Firm Registration
No.307068E
R.N.CHATURVEDI
(ICAI Membership
No.092087)
Partner
New Delhi
May 28, 2010
For LODHA & CO.
Chartered Accountants
Firm Registration No. 301051E
K.SOMESWARA RAO
(ICAI Membership No. 052061)
Partner
New Delhi
May 28, 2010