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Bheema Cements Ltd.

BSE: 518017 Sector: Industrials
NSE: N.A. ISIN Code: INE333H01012
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Bheema Cements Ltd. (BHEEMACEMENTS) - Director Report

Company director report

Dear Shareholders

Your Directors are presenting the 36th Annual Report together with theAudited Statement of Accounts of your Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS:

The Financial highlights for the year under review are given below:

(Rs. in lakhs)

Particulars FY 2014-15 FY 2013-14
Sales and Other Income - 16947.59
EBIDTA (1756.40) (1372.78)
Interest 127.11 1885.67
Depreciation - 971.97
Profit Before Tax (1883.51) (4230.43)
Provision for Tax* 196.09 (64.21)
Profit After Tax (2079.61) (4166.22)

2. OPERATIONS :

There were no plant operations and hence no production and sales were recorded. Therewere only expenditure incurred during this period for the upkeeping of the plant &company as a whole. During the year the Company achieved Cement production of 0.00 MTs(Previous year 424639.18 MTs) and 0.00 MTs of Clinker (previous year 325913 MTs). TheCompany sold 0.00 MTs Cement (Previous year 428959.81 MTs and 0.00 MTs of Clinker duringthe year (previous year 17560.74 MTs).

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the requirements Section 134(3)(I) of the Companies Act 2013 we declare thatthere are below significant material changes and commitments affecting financial positionof the Company between 31st March 2015 and the date of Board's Report.

Debt Restructuring:

The Company has not been able to service the debts as per the restructuring packageapproved by the Corporate Debt Restructuring vide Letter Of Arrangement (LOA) for theloans restructured in terms of the Master Restructuring Agreement (MRA). The Company hasbeen making efforts to raise funds from external funding agencies.

The 132 KV powerline connection got delayed by 3 years and the 132 KV switching stationwas charged only by April 2013 and because of this delay optimum production levels couldnot be achieved. Also the banks did not release the Rs 40 Cr additional working capital(approx) which was sanctioned by them. Due to this the ability of the Company to meet itsrepayment obligations/liabilities under the various facilities availed by it wereadversely affected and thereby the existing working capital was completely exhausted.

The ability of the Company to meet its repayment obligations/liabilities under thevarious facilities availed by it were adversely affected resulting which the banksdeclared the Company as Non-Performing Asset (NPA) w.e.f. September 2013. The plant wassubsequently shutdown on 4th March 2014 and from then on there was no cementproduction.

It also actively pursued with the banks (lenders) for settling off their dues onone-time settlement basis. However during this period the bankers have initiated theprocess of recovery of their dues from the company by resorting to the provisions ofSecuritization &Reconstruction of Financial Assets and Enhancement of SecurityInterest Act (SARFAESI Act) by issuing necessary notices.

The company is in receipt of communications from an Asset Reconstruction Company (ARC)JM Financial ARC Pvt Ltd informing that the outstanding amounts of the company withvarious banks had been assigned to them and that the company should pay the amounts tothem. Since then the company has been negotiating with the ARC for restructuring of thedues and for additional working capital loan the management is confident that a positiveoutcome will result from these efforts and the company will restart its operations.

4. CHANGE IN THE NATURE OF BUSINESS:

As per the requirements Rule 8(5)(ii) of the Companies (Accounts) Rules 2014 we wantto declare that there is no significant change in the nature of business of the Companyduring the last financial year.

5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY:

The authorized capital of the Company as on 31st March 2015 was Rs.780000000/-divided into 42000000 equity shares of Rs.10/- each and 3600000 preferential sharesof Rs. 100 each.

The Subscribed Issued and Paid-up capital of the Company as on 31st March 2015 wasRs.557035600/- divided into 55703560 equity shares of Rs. 10/- each.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RETIREMENT BY ROTATION:

Pursuant to provisions of the Companies Act 2013 Sri S.R.B. Ramesh Chandra (DIN00107748) Director will retire at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment. The Board recommends his re-appointment.

B. APPOINTMENT & CESSATION:

a. During the year under review Mr.Ghanta Azad Babu was appointed by Board as anAdditional Director of the Company with effect from 21st March 2015 and hisdirectorship was deemed to be ceased on 30th September 2015 by virtue ofprovision of Section 161(1) of the Companies Act 2013.

b. During the year Sri K.A.N. Subba Rao resigned from the position of CompanySecretary w.e.f. 27th September 2014.

C. EVALUATION OF THE BOARD'S PERFORMANCE:

During the year the Board adopted a formal performance evaluation policy forevaluating its performance and as well as that of its Committees and individual Directorsincluding the Chairman of the Board. The exercise was carried out through a structuredevaluation process covering various aspects of the Board's functioning such as compositionof the Board & committees experience & competencies performance of specificduties & obligations etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment etc. The evaluation of the Independent Directors and that of the Chairman wascarried out by the entire Board excluding the Director being evaluated and the evaluationof Non-Independent Directors was carried out by the Independent Directors.

D. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement is presented in a separate section forming partof the Annual Report. Annexure I

E. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is attached to this report as Annexure II.

F. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declaration stating that theymeet the criteria of independence as provided under Companies Act 2013.

G. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your. Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

(a) THAT in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) THAT the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) THAT the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) THAT the directors had prepared the annual accounts on a going concernbasis;

(e) THAT the directors had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively; and

(f) THAT the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

7. AUDITORS & AUDITORS' REPORT:

A. STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. A.Ramachandra Rao & Co. CharteredAccountants will retire at the conclusion of ensuing Annual General Meeting and areeligible for reappointment. They have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the Rules framed there under for reappointment as Auditors of theCompany. As required under Clause 49 of the Listing Agreement the auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

Qualifications:

The Statutory Auditors' Report contains qualification remark. The Statutory AuditReport for the financial year 2014-15 is annexed herewith as Annexure III to thisReport.

Management Reply for Auditor's Qualification

Auditor Observation/qualification Management's Reply
1. The company does not have an internal audit system during the year commensurate to its size and nature of its business. The Company is taking necessary steps to have an adequate internal audit system for which it is in the process to appoint internal Auditors.
2. The accumulated losses of the company are more than fifty percent of its net worth and it has incurred cash losses of during the year covered by our audit and in the immediate preceding financial year. Due to non-release of Rs 40 Cr working capital by banks slowdown of economy and delay in completion of project expansion the Company incurred huge losses and the Company is taking necessary steps to overcome losses.
3. The Company has not dealt or traded in shares securities debentures or other investments during the year BSE Share trading has been suspended since November 2014.
4 That the funds raised on short term basis have been used for long term investment; During the year the Company was going shortage on cash flow due to which Company has utilized the short term funds for long term investment. The Company ensure that it will not repeat same again going forward.
Note No. 25.II which explain the circumstances that lead to accumulated losses and the circumstances that are mitigating the same and the reasons based on which the accounts have been prepared on Going Concern Basis. During FY 2013-14. Company's operations were severely affected because of non-availability of working capital Industrial power holiday at 50% consistent heavy rains state division issues etc. The company is actively pursuing with ARC for restructuring of its financials and reviving of company's operations. Management is confident in this regard.
Notwithstanding the fact that the company has Incurred cash losses during the current year as well as during the previous year that the company has not been able to serve its debts as agreed and in the ordinary course the financial statements of the Company have been prepared on Going Concern Basis. Company assets have realizable values and we will be able to meets liabilities.
7 Note No. 25.III which explains the circumstances leading to non-provision of the interest on term loans. We are of the opinion that the interest on term loans should have been provided till the time a formal communication is received 6 from the lender banks and other lenders fixing the final liability agreed for settlement. This has resulted in understatement of interest expenditure/loss by Rs. 1165.66 Lacs and understatement of the interest accrued on term loans by a similar amount. As explained to us physical verification of inventories could not be carried out during the year as the factory and operations of the company have been suspended since March 2014. In view of Assignment of Several Bank dues to the Asset Reconstruction Company and finalization of terms with the ARC resulting in settlement of dues substantially lower than the dues company considered appropriate not to provide interest. However any shortfall or excess will be accounted after the final settlement with the ARC.
Yes the procedure will be carried out when the plant resume its operations.
8 In our opinion and according to the information and explanations given to us there is an adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and also for the sale of Goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system. We concur with the auditor's qualification.

B. SECRETARIAL AUDITOR:

The Company has appointed M/s R&A Associates Hyderabad as Secretarial Auditor. TheSecretarial Audit Report (SAR) for the financial year 2014-15 is annexed herewith as AnnexureIV to this Report.

The board took note of the qualifications in the SAR. The board is reforming theexisting internal control systems of the company in order to ensure foremost compliance ofthe applicable rules law and regulations applicable to the company. Management will takenecessary steps to regularize the violations including filing of application with BSE Ltdfor revocation of suspension of company's scrip.

C. COSTAUDITORS:

The Board of Directors on the recommendation of the Audit Committee appointed M/sAsutosh and Associates. Cost Accountants as the Cost Auditors of the Company for theFinancial Year 2015-16 under section 148 of the Companies Act 2013. M/s Asutosh andAssociates have confirmed that their appointment is within the limits of section 141(3)(g)of the Companies Act 2013 and have also certified that they are free from anydisqualifications specified under section 141(3) and proviso to section 148(3) read withsection 141(4) of the Companies Act 2013.

8. HUMAN RESOURCES :

The Company has suspended the operations with effect from March 2014 and in view of thelong period of suspension of operations there has been higher attrition of humanresources.

9. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report AnnexureV. A certificate from the Auditors of the Company regarding compliance with CorporateGovernance norms stipulated under Clause 49 of the Listing Agreement is annexed to theReport on Corporate Governance Annexure VI.

10. DECLARATION FOR CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement the declaration signed by the ManagingDirector affirming compliance of the Code of Conduct by the Directors and SeniorManagement personnel of the Company for the financial year 2014-2015 is annexed and formspart of the Corporate Governance Report Annexure VII.

11. CORPORATE SOCIAL RESPONSIBILITY :

At Bheema Cements we have a strong focus on social and community welfare programmes.Corporate Social Responsibility and Public Service is deeply embedded into the culturalfabric of Bheema Cements Ltd. The Company has clearly identified the community as one ofthe significant stakeholders and is keenly interested in responding to their needs in asystematic manner. However in view of the continuing suspension of the operations of theCompany and the financial difficulties faced by the Company the Company has not been ableto carry out Corporate Social Responsibility activities to the extent it intended.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of the employees of the Company will be provided upon request. In termsof Section 136 of the Act the Report and Accounts are being sent to the members andothers entitled thereto excluding the information on employees' particulars. If anymember is interested in obtaining a copy thereof such member may write to Company in thisregard.

No employee was in receipt of remuneration in excess of the limits prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and hence the disclosure as required under Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required.

13. RELATED PARTY TRANSACTIONS:

No related party transactions were made by the Directors & only Remuneration isPayable which is Due to the Executive Chairman Managing Director and Whole Time Directorfor the year FY14-15.

Further the Company has provided for remuneration during the year of Rs.22 Lacs andRs.18 Lacs to two relatives of Key Management Personnel.

14. DISCLOSURES:

A. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith as Annexure VIII tothis Report.

B. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee comprises Sri K. R. Chari (Chairman) Sri S.V. Reddy and Sri S.Chandra Mohan as members.

All the recommendations made by the Audit Committee were accepted by the Board.

C. NUMBER OF BOARD MEETINGS:

The Board of Directors of the Company met 6 (six) times during the year. For furtherdetails please refer report on Corporate Governance.

D. LISTING OF SHARES:

The equity share of the Company is listed with Bombay Stock Exchange (BSE). Listingfees is pending for financial year 2014-15. Share Trading is suspended.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo is not applicable since there is no such activity at presentbeing pursued by the Company. Annexure IX.

16. CEO/CFO CERTIFICATION

As required under Clause 49 V of the Listing Agreement with the Stock Exchanges theManaging Director of the Company have certified to the Board regarding the FinancialStatements for the year ended 31st March 2015(Annexure-X).

17. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. The Company has no subsidiaries joint ventures or associate companies.

b. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

18. POLICY ON SEXUAL HARASSMENT:

There were no complaints/cases pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

19. ACKNOWLEDGEMENTS :

Your Directors wish to take this opportunity to express their grateful appreciation anddeep sense of gratitude to the AXIS Bank Corporation Bank ICICI Bank Karnataka BankOriental Bank of Commerce State Bank of Hyderabad and United Bank of India CDR Cell JMFinancial ARC Pvt Ltd & various Departments of Central and State Governments andconsultants for their valuable guidance and co-operation extended during the year and lookforward to their continued support in future. Your Directors would like to thank all theShare Holders Vendors Dealers and Consumers for the confidence reposed in the Companyand its management.

Your Directors wish to place on record the deep sense of appreciation of the devotedservices rendered by the Executives Staff and Workers of the Company at all levels.

For and on behalf of the Board of
BHEEMA CEMENTS LIMITED
Sd/-
Place: Hyderabad S. Chandra Mohan
Date: 16-04-2016 Executive Chairman

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES 2014

A. CONSERVATION OF ENERGY:

1. The steps taken or impact on conservation of energy

2. The steps taken by the Company for utilizing alternate sources of energy

3. The capital investment on energy conservation equipment

B. TECHNOLOGY ABSORPTION:

1. The efforts made towards technology absorption

2. The benefits derived like product improvement cost reduction productdevelopment or import substitution

3. In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

a. The details of technology imported

b. The year of import

c. Whether the technology been fully absorbed

d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof and

4. The expenditure incurred on Research and Development.

Management Reply:

As there were no operations during this financial year Company has not made anydevelopments in this regard. When the company comes back to the operations Company willtake necessary steps to improve the current production rate and also the quality even morewhile also reducing the pollution and waste generation through the implementation ofvarious innovative techniques recommended by the technical personnel working at the plantas well as technical consultants.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

2014-15 2013-14
i) Foreign Exchange Earned: NIL NIL
FOB value of exports
CIF value of exports
ii) Foreign Exchange used: NIL NIL
Commission on Exports
Foreign Travel Expenses Spare parts

FORM - A

(See Rule - 2)

FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

For the Year ended 31.03.2015 For the Year ended 31.03.2014
A. POWER AND FUEL CONSUMPTION
1. Electricity:
a. Purchased
Units (Nos.) __ 33616288
Amount (Rs.) 249809811
Rate/Unit (Rs.) 7.43
b. Own Generation
i) Through Diesel Generator (Unit/Nos.) 233088
Units per Ltr. of Diesel Oil __ 3.30
Cost/Unit (Rs.) 14.10
ii) Through Steam Turbine Generator Unit perLtr. of Fuel Oil/Gas Cost/Unit (Rs.)
2. Fuel:
Coal used in Kiln:
Quantity (MTs) 60428
__
Total Cost (Rs.) __ 317270.892
Average Rate(Rs.) 5250.40
3. Furnace Oil __
4. Others/Internal Generation __
B. CONSUMPTION PER UNIT OF PRODUCTION
Standard Production (with details) OPC & PPC OPC & PPC
Electricity (Units/Ton of Cement) 76.67
Coal (% on Clinker) 18.54

FORM- B

(See Rule-2)

FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION RESEARCH ANDDEVELOPMENT (R&D):

The plant is not in operation from March 2014 onwards for the entire period of thefinancial year. Hence R&D is not taken up during this year.

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

The plant is not in operation from March 2014 onwards for the entire period of thefinancial year. Hence no technological Absorption Adaption and Innovation could be takenup.

ANNEXURE- IV SECRETARIAL AUDIT REPORT

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2015.

[Pursuant to section 204(1) of the Companies Act 2013 and ruleno.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Bheema Cements Limited

6-3-652/C/A FLAT 5A

Kautilya Amrutha Estates

Somajiguda Hyderabad-500082

Telangana.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Bheema Cements Limited(hereinafter called the "Company"). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2015 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:

i. The Companies Act 1956 Companies Act 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the rulesmade there under; iii. The Depositories Act 1996 and the Regulations and Bye-laws framedthere under;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment; (Not applicable to the Companyduring the Audit Period);

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

d) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the AuditPeriod);

e) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on 28 October 2014; (Notapplicable to the Company during the Audit Period);

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period);

g) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; (Notapplicable to the Company during the Audit Period);

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during the Audit Period); and

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period).

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period).

ii. The Listing Agreement entered into by the Company with BSE India Limited.

Trading of shares suspended with BSE Limited due to non-compliances of certain clausesof the Listing Agreement with effect from 1st December 2014.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines etc. mentioned above subject to the followingobservations:

a) The Company has not convened Annual General Meetings for the financial years 2013-14and 2014-15 as required under the provisions of Section 96 of the Companies Act 2013.

b) The Company has not convened any meeting of Independent Directors exclusively duringthe financial year 2014-15 as required under Section 149 of the Companies Act 2013 readwith Schedule IV (Code for Independent Directors).

c) The Company has not appointed Woman Director pursuant to Section 149(1)(b) ofCompanies Act 2013.

d) The maintenance of cost records and the appointment of cost Auditor are applicableto the Company as per the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Cost Records and Audit) Rules 2014 for the Financial Year 2014-15.However the Company has not complied with this requirement. Company has informed that AGMwould be convened/approved.

e) Company has not appointed any internal auditors for the company as required underprovisions of Section 138 of the Companies Act 2013.

f) As per the provisions of Section 178 of the Companies Act 2013 Nomination andRemuneration Committee shall consist of 3 or more Non - executive Directors out of whichnot less than one - half shall be independent Directors. However the composition of thecommittee is not as per the requirement of the provisions.

g) Pursuant to provisions of section 137(2) of the Companies Act 2013 filing ofFinancial statement with ROC shall be done if the AGM is not held then within 30 days ofon which AGM should have been held or with additional fees but within the time limit asper Section 403 which enumerates that it should have been filed within 270 days of end ofdue date of filing. Further the Company shall immediately file DIR-9 with ROC under Rule14(2) of the Companies (Appointment & Qualification of Directors) Rules 2014. But theCompany has failed to comply with the requirements of the provision by not filing in duetime.

h) Pursuant to the provisions of the section 203(1)(ii) of the Companies Act 2013 thepost of Key Managerial Person (KMP) shall not be vacant for more than six months. Howeverthe Company has failed to comply with requirements of the provisions as after resignationof Mr. K.A.N Subba Rao on 27th September 2014 the post of Company Secretary (KMP) islying vacant till date.

i) The Company has failed to comply with the requirements under listing agreementduring the reporting period out of which major points are as follows:

  Clause 35: The Company has not submitted shareholding pattern for the quarterended 30th September 2014 31st December 2014 and 31st March 2015.

  Clause 38: Company has not paid Annual listing fees to Stock exchanges andannual custodian fees to Depositories i.e. NSDL and CDSL for the period under review.

  Clause 41: Company has not submitted unaudited/audited financial statementsfor any of the quarter to Stock exchanges during the period under review.

  Clause 47C: Company has not submitted Certificate from a practicing CompanySecretary for the period under review.

  Clause 49(IIA): Company has not appointed any woman director to the Board ofthe Company.

Clause 49(IV): The Company has failed to comply with the requirements of the clausefor constitution of Nomination and Remuneration Committee shall comprise of allnon-executive Directors.

  Clause 49(X): The Company has not submitted Corporate Governance Report forany quarter to stock exchange during the reporting period.

j) The Company has failed to comply with the requirement under Depository Act 1996during the reporting period as follows:

  Regulation 55A: The Company has not submitted Reconciliation of Share CapitalAudit Report for the quarter ended 30th September 2014 31st December 2014 and 31stMarch 2015.

k) The Company has failed to comply with the requirements under The Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011 with respect to the regulation 29(1) and 29(2) for acquisition of shares during thereporting period.

l) The Company has failed to comply with the requirements under the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 1992 w.r.toregulation 13 (1) and (2) during the reporting period.

The Board of Directors of the Company is not duly constituted. The Company is yet toappoint Women and Independent Directors on the board. The changes in the composition ofthe Board of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

Notice was given to all the Directors in due advance to schedule the Board Meeting.Agenda and detailed notes on agenda were sent in due advance and a system exists forseeking and obtaining further information.

We further report that there are no adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Majority decision are carried through while the dissenting members views are capturedand recorded as part of minutes.

Relying on the representation given by the Company and its officers with regard to theOther laws applicable specifically to the Company and its Compliance we opine that theCompany has complied with the following laws as letters were submitted to the respectivedepartments stating that there were no operations during the year under review.

i. Environment Protection Act 1986 and other environmental laws;

ii. Factories Act 1948;

iii. Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003;

iv. Explosive Substances Act 1908.

v. The Mines and Mineral Act 1952

vi. Mines safety and inspection act 1994

vii. Indian Electricity Act 2003

We further report that during the Audit period Loans of Axis Bank and Karnataka Bankhave been acquired by JM Financial ARC Pvt Ltd.

For R & A Associates
Place: Hyderabad Sd/-
Date:16-04-2016 P.Surya Prakash
Sr Associate
(ACS : 18803 C.P.No 11142)

"Annexure A"

To

The Members

Bheema Cements Limited

6-3-652/C/A FLAT 5A

Kautilya Amrutha Estates

Somajiguda Hyderabad-500082

Telangana.

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the management of BheemaCements Limited ("the Company"). Our responsibility is to express anopinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

7. With regards to various submission(s) of information/document and compliance thereofmade by the company with the stock exchanges the reporting of compliance was made basedupon the information/documents available. However some of the information and documentswere not available for verification.

For R & A Associates
Place: Hyderabad Sd/-
Date:16-04-2016 P.Surya Prakash
Sr Associate
(ACS : 18803 C.P.No 11142)

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Premium Services

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Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard