You are here » Home » Companies » Company Overview » Birla Cotsyn India Ltd

Birla Cotsyn India Ltd.

BSE: 533006 Sector: Industrials
NSE: BIRLACOT ISIN Code: INE655I01024
BSE LIVE 15:44 | 27 Jul 0.08 0
(0.00%)
OPEN

0.08

HIGH

0.09

LOW

0.08

NSE 15:52 | 08 Mar Stock Is Not Traded.
OPEN 0.08
PREVIOUS CLOSE 0.08
VOLUME 8431891
52-Week high 0.11
52-Week low 0.05
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.08
Sell Qty 2014805.00
OPEN 0.08
CLOSE 0.08
VOLUME 8431891
52-Week high 0.11
52-Week low 0.05
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.08
Sell Qty 2014805.00

Birla Cotsyn India Ltd. (BIRLACOT) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting the Seventy Fourth Annual Report along withthe Audited Accounts of the Company for the year ended 31st March 2016.

1. Financial Results

Amount in Rs.

Consolidated Standalone
Particulars Year ended 31-03-2016 Year ended 31-03-2015 Year ended 31-03-2016 Year ended 31-03-2015
Revenue from Operations 1348343593 1552074110 997548858 1124502678
Other Income 9410000 49900589 9403730 49892023
Total Income 1357753593 1571974699 1006952588 1174394701
PBDIT (42085753) (986589524) (9011729) (969303672)
Interest and Finance Expenses 626268833 535100355 625639020 534623811
PBDT (668354586) (1521689879) (634650749) (1503927482)
Depreciation 137721708 137393177 137584431 137264853
PBT (806076294) (1659083056) (772235179) (1641192335)
Less: Deferred Tax Liability/(Asset) - 2918260 - 2918260
Profit After Tax (PAT) (806076294) (1662001316) (772235179) (1644110595)
Profit transferred to Reserves (806076294) (1662001316) (772235179) (1644110595)

2. Operating and Financial Performance:

The revenue from operations for the year has been Rs. 9975.49 Lakh as against Rs.1124.50 Lakh in the previous year. Revenue from operations affected due to continued stiffcompetition in the textile market and recessionary trend. The Company also operated atlower capacity utilisation due to shortage of working capital which has also impacted theprofitability of the Company for the year. Production cost also pushed up due toexorbitant increase in power and other input cost. Your Company has taken several remedialsteps to meet the challenges viz. measures in saving cost at all front of operationsoptimize use of available resources etc. In absence of profits your directors are unableto declare any dividend for the year under review.

3. Relief granted by the Government of Maharashtra in exercise of powersconferred by provisions of Maharashtra Relief Undertakings (Special Provisions) Act 1958.

The Government of Maharashtra in exercise of the powers conferred by sub section(1) of section 3 and sub clause (iv) of clause (a) of sub section (1) of section 4 of theMaharashtra Relief Undertakings (Special Provisions) Act 1958 has vide a notificationdated 15th September 2015 bearing no. BRU-1614/CR. 57/14/IND.10 notified BirlaCotsyn (India) Limited as a relief undertaking for a period of one year commencing on the15th September 2015 and ending on 14th September 2016 (both daysinclusive).

All rights privileges obligations or liabilities accruing to various parties againstthe Company stands statutorily suspended during the period from 15th September2015 to 14th September 2016 except to the extent as stated in thenotification.

Any person seeking to enforce any right and / or privilege against the company orotherwise during such period shall do so at his own risk and peril.

4. Reference to BIFR

During the year under review due to erosion of entire net worth of the Company andas per audited accounts for the year ended 31st March 2015 the Boardof Directors had made a reference to Board for Industrial and Financial Reconstruction(BIFR) and such reference was registered with Hon’ble BIFR vide case No. 137/2015dated 19th October 2015.

5. Training under Integrated Skill Development Scheme of Government of India

Your Directors are pleased to inform that your Company has been selected "astraining partner under Integrated Skill Development Scheme" of the Ministry ofTextiles Government of India New Delhi for imparting training to 10000 school dropoutand illiterate youths from all over India to make them skilled and also uplift themeconomically & socially and accordingly your Company has undertaken this trainingproject and started training to youths for making them skilled. Your company has plannedto complete this project by the end of Financial Year 2016-17.

During the year under review the company has received an amount of Rs. 2.79 crores asfirst installment of grant in aid towards recurring expenditure to be incurred by theCompany in implementation of the Scheme which will be released on the basis of training tonumber of persons after receipt of assessment certificates for the same. During the yearunder review Company has trained 31 persons and received a sum of Rs. 287800/- afterobtaining their assessment certificates which has been shown as Training Income in NoteNo.20 in the Financial Statements under review.

6. Increase in Share Capital

There has been no change in the Share Capital of the Company.

7. Employee Stock Options Plan

The Company had authorized an Employee Stock Option Plan 2007 (ESOP) in theirExtraordinary General Meeting held on 6th December 2007. No shares have beenallotted under the ESOP till date. The Company has not granted any stock options duringthe financial year ended 31st March 2016.

8. Listing

The Company is making substantial operating losses since 30th June2013. The Company is putting all its efforts to reduce the expenses and accordingly Boardof Directors have decided to save payment of listing fees of one Stock Exchange bydelisting its equity shares from National Stock Exchange of India Limited (NSE) andcontinue its listing only with BSE Limited ("BSE") having nationwide tradingterminals. In terms of the SEBI Delisting Regulations the Company has proposed thedelisting of Company’s shares from NSE in an application made to the Exchange on 10thMarch 2016 without giving any exit opportunity to its shareholders since the EquityShares of the Company will continue to remain listed in BSE and the shareholders of theCompany shall continue to avail the benefits of listing and trading on BSE.

9. Subsidiary Company

The Company has one wholly owned subsidiary at UAE in the name of Birla Cotsyn(India) Limited FZE which has been setup to develop the overseas market for the Company.

The Audited Accounts of the wholly owned Subsidiary Company Birla Cotsyn (India) LtdFZE for the year ended 31st March 2016 have been received by the Company and astatement pursuant to section 129 of the Companies Act 2013 forms part of this AnnualReport. Your Directors have pleasure in enclosing the consolidated financial statements ofthe Company in accordance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Accounting standards issued by the Institute of CharteredAccountants of India.

In compliance with the general circular issued by Ministry of Corporate Affairs (MCA)Government of India the Balance Sheet Statement of Profit & Loss and other documentsof the subsidiary are not attached hereto. As per the general exemption a statementcontaining brief financial details of the Company’s subsidiary for the year ended 31stMarch 2016 is included in this Annual Report. The Annual Accounts of the subsidiary andthe related detailed information will be made available to any Member of the Company/itssubsidiary seeking such information at any point of time and are also available forinspection by any Member of the Company/its subsidiary at the Registered Office of theCompany/its subsidiary.

10. Management Discussion and Analysis and Corporate Governance Report

In compliance with Regulation 34 (2) (e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Management Discussionand Analysis Report which also includes further details on the state of affairs of theCompany and Corporate Governance Report as approved by the Board of Directors togetherwith a certificate from the Practicing Company Secretary confirming the compliance withthe requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of this Annual Report.

11. Corporate Governance Report

A report on Corporate Governance along with the Compliance Certificate from theAuditors is annexed hereto and forms part of this report.

12. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of the Companystate as under that:

1. In the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

2. The selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give true and fair viewof the state of affairs of the Company for the financial year ended 31st March2016 and the Loss of the Company for the financial year ended 31st March 2016.

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safe guardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a ‘going concern’ basis;

5. Internal financial controls had been laid down to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

6. Proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

13. Board of Directors Evaluation Etc.

Company’s Policy on Directors Appointment and Remuneration etc.

The Company has prepared a policy on Director’s appointment and remunerationpursuant to Section 178 of the Act. The Company has also laid down criteria fordetermining qualifications positive attributes and independence of Director.

Formal Annual Evaluation

The Formal Annual Evaluation has been made as follows:

a. The Company has laid down evaluation criteria separately for Board IndependentDirectors Directors other than Independent Directors and various committees of the Board.The criteria for evaluation of Directors included parameters such as willingness andcommitment to fulfill duties high level of professional ethics contribution duringmeetings and timely disclosure of all the notice/details required under various provisionsof laws. Based on such criteria the evaluation was done in a structured manner throughpeer consultation & discussion.

b. Evaluation of the Board was made by a Separate Meeting of Independent Directors heldunder Chairmanship of Shri. Sanjay Rane Independent director (without attendance of non– Independent Director and members of management).

c. The performance evaluation of all committees were done by the Board of Directorsnamely: i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

d. Performance evaluation of non – Independent Directors was done by Separatemeeting of Independent Directors.

e. Evaluation of Independent Directors was done (excluding the Director who wasevaluated) by the Board of Directors of the Company.

f. In addition the Nomination and Remuneration Committee has carried out evaluation ofevery Director’s performance as required under Section 178 (2) of Companies Act2013.

g. The Directors expressed their satisfaction with the evaluation process.

Key Managerial Personnel

During the year Ms. Vineeta Shah Company Secretary and Key Managerial Personnel ofthe Company resigned w.e.f 31st March 2016. Further Shri Asish Narayan wasappointed as Company Secretary and Key Managerial Personnel w.e.f 1st April2016

14. Fixed Deposits

1. Deposits Accepted during the year NIL
2. Deposits remained unpaid or unclaimed as at end of the year Rs. 43688500/-
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved: Principal Interest
i. At the beginning of the year Rs. 43329363 Rs. 19426451
ii. Maximum during the year Rs. 43598500 Rs. 21846367
iii. At the end of the year Rs. 43598500 Rs. 21846367
4. The details of deposits which are not in compliance with the requirements of Chapter V of the Act Not Applicable

The Company has filed a petition for sanctioning the scheme for rescheduling the periodof repayment of Fixed Deposits and payments of interest before the Company Law BoardWestern Region Mumbai and the Company Law Board has passed order dated 27thJanuary 2016 for rescheduling the repayment of Fixed Deposits for a specified periodunder Section 58A (9) of the Companies Act 1956 read with Section 74(2) of the CompaniesAct 2013 by setting an outer limit of 1st June 2017. The Company is nowmaking payment to the Fixed Deposit holders as per the order dated 27thJanuary 2016 passed by the Company Law Board and also pursuant to orders passed by theCompany Law Board from time to time to whom Fixed Deposit holders have approached formaking payment of their Fixed Deposits. Further Company is also making payment oncompassionate ground to all Fixed Deposit holders who are approaching the Company lookingto their genuine needs.

15. Related Party Transactions

In accordance with the provisions of Section 188 of the Companies Act 2013 andrules made thereunder all related party transactions that were entered into during thefinancial year were on arm’s length basis and were in the ordinary course ofbusiness the details of which are included in the notes forming part of the financialstatements. There were no materially significant related party transactions which may havea potential conflict with the interests of the Company at large. Accordingly informationin Form AOC-2 is not required.

16. Extract of Annual Return

Extract of Annual Return in Form MGT – 9 is attached as ‘AnnexureA’ to this Report.

17. Vigil Mechanism

The company has a vigil mechanism named Whistle Blower Policy to deal withinstances of fraud and mismanagement.

18. Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

19. Auditors

Statutory Auditors

M/s. Samria & Co. Chartered Accountants Mumbai Statutory Auditors of theCompany will retire as Auditors of the Company at the conclusion of the ensuing AnnualGeneral Meeting and being eligible have expressed their willingness for re-appointment. Awritten consent from the Auditors has been received along with a certificate that theirappointment if made shall be in accordance with the prescribed conditions and the saidAuditors satisfy the criteria provided in Section 141 of the Companies Act 2013.

Cost Auditors

The Board has subject to the approval of Central Government has approved theappointment M/s. M. Goyal & Co. Cost Accountants as Cost Auditors of the Company forconducting Cost Audit of Malkapur Textile unit for F.Y. 2016-17 as required pursuant tosection 148 of the Companies Act 2013 read with the rules made thereunder and the orderNo. F. No. 52/26/CAB-2010 dated 24th January 2012 of the Government of IndiaMinistry of Corporate Affairs and for issuance of Compliance Report pursuant to theCompanies (Cost Accounting Records) Rules 2011.

Secretarial audit

Secretarial Audit Report dated 27th May 2016 by Roy Jacob & Co.Practicing Company Secretary (CP no.8220) is attached herewith as an ‘AnnexureB’ to this Report.

20. Statutory Auditors Remarks

Explanation for the Qualified Opinion of the Auditors Report:

1. The Company has not obtained the confirmation from all the Inter Corporate Deposit(ICD) parties as all the ICD parties have filed legal cases against the Company includingwinding up petitions for recovery of their dues which the Company is contesting and alsotrying for out of court settlement.

2. Over the past few years the Company has been providing for interest payable on intercorporate and other deposits. However the Company has not been paying interest on loantaken in view of its default on repayment of dues to financial institution and the needto preserve the working capital resources.

3. The Company is in process of getting confirmation of dues of parties.

4. Since none of the related party has paid the interest amount to the Companyresulting in unrealized income and the receivables and also the Company has not beenpaying interest on loan taken from related parties in view of its default on repayment ofdues to financial institutions and the need to preserve the working capital resources assuch the management has decided that it is prudent and conservative to not provide forsuch interest receivable and payable.

5. The Company has filed a petition before the Company law Board Mumbai forrescheduling of re-payment of fixed deposits and interest thereon. The Hon’bleCompany Law Board has passed an order dated 27th January 2016 for rescheduling therepayment of the fixed deposits and interest thereon for a specified period by setting anouter time limit of 1st June 2017. The company is now making payments as per order dated27th January 2016.

6. The Company is trying to obtain confirmation/ reconciliation of such loans. TheCompany is confident of recovery of the loan amount from all the related parties.

7. Some factory units of the Company are not operating due to shortage of need basedworking capital as bankers have stopped providing working capital facility as theirworking capital accounts have become Non Performing Assets. As per valuation carried outby bankers there is no diminution in the value of fixed assets of these units.

8. This is a long term strategic investment made by the Company. Restating the loan atthe end of every reporting period unnecessarily increases/decreases the loan receivableamount and correspondingly the Foreign Currency Translation Reserve account. The Companyshall account for the profit/loss on foreign currency fluctuation at the time of repaymentof loan by the subsidiary.

9. The Company is trying to obtain confirmation/ reconciliation of such advances fromthe parties.

10. The Company is trying to obtain confirmation/ reconciliation of such tradereceivables from the parties

Other observations made in Auditors’ Report together with relevant notes are selfexplanatory and hence do not call for any further comments under section 134 of theCompanies Act 2013.

21. Secretarial Auditors Remark

Explanation for the Qualified Opinion of the Auditors Report:

1. The Company is in process of filing Annual Return in MGT-7 but there are variouserrors occurring in the said form hence it is unable to file the e-form. The Company hadalso approached the officers at Registrar of Companies Mumbai but they are also not ableto give us a solution. The Company has written a letter to Ministry of Corporate AffairsNew Delhi seeking their advice.

2. The Company has filed a petition for sanctioning the scheme for rescheduling theperiod of repayment of Fixed Deposits and payments of interest before the Company LawBoard Western Region Mumbai and the Company Law Board has passed order dated 27thJanuary 2016 for rescheduling the repayment of Fixed Deposits for a specified periodunder Section 58A (9) of the Companies Act 1956 read with Section 74(2) of the CompaniesAct 2013. The Company is now making payment to the Fixed Deposit holders as per the orderdated 27th January 2016 passed by the Company Law Board and also pursuant toorders passed by the Company Law Board from time to time to whom Fixed Deposit holdershave approached for making payment of their Fixed Deposits. Further Company is also makingpayment on compassionate ground to all Fixed Deposit holders who are approaching theCompany looking to their genuine needs.

22. Particulars of Loans Guarantees and Investments

During the year under review the Company has not given loans guarantees orinvestments under Section 186 of the Companies Act 2013. The details of the investmentsmade by the Company are provided in the accompanying financial statements.

23. Employees’ Safety

The Company is continuously endeavoring to ensure safe working conditions for all itsemployees.

24. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has in place a Policy for Prevention Prohibition and Redressal of SexualHarassment at work place which is in line with the requirements of the Sexual Harassmentof women at the Workplace (Prevention Prohibition & Redressal) Act 2013 and Rulesmade thereunder. All employees (permanent contractual temporary and trainees) arecovered under this policy. The Company has constituted an Internal Complaint Committee forits Head Office and branch/sales offices under Section 4 of the captioned Act. Nocomplaint has been filled before the said committee till date.

25. Disclosure under Rule 5(1) of the Companies (Appointment and Remuneration) Rules2014

The information required pursuant to Section 197 read with Rule 5(1) of theCompanies (Appointment and Remuneration) Rules 2014 in respect of employees of theCompany and Directors is attached as ‘Annexure C’.

26. Particulars of Employees

There were no employees receiving remuneration above the prescribed limit in termsof Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 during the yearended 31st March 2016.

27. Particulars of Conservation of Energy Technology Absorption and Foreign Exchangeearnings and outgo

The particulars relating to energy technology absorption and foreign exchangeearnings and outgo as required to be disclosed under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 are provided in ‘AnnexureD’ to Directors Report.

28. Manager/CFO Compliance Certificate

Certificate by the Manager and Chief Financial Officer (CFO) pursuant to Regulation17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for thefinancial year ended 31st March 2016 is provided under ‘Annexure E’.

29. Personnel

Your Directors place on the record their appreciation to the contribution made bythe employees at all levels who through their competence diligence solidarityco-operation and support have enabled the Company to achieve the desired results duringthe period.

30. Acknowledgements

The Board of Directors wishes to acknowledge the invaluable support extended to theCompany by the Government of Maharashtra Bankers Vendors Suppliers Shareholders andCustomers.

For and on behalf of the Board of Directors
S. N. Baheti R. K. Dixit
Place: Mumbai Director Director
Date: 27th May 2016 DIN No- 06933453 DIN No- 06655663

ANNEXURE C

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014

1. The ratio of remuneration of each director to the median remuneration of theemployee and percentage increase in remuneration of Director CFO and CS.

Sr. No. Name Designation Remuneration paid for FY 2015-16 Remuneration paid for FY 2014-15 % increase in remuneration in the FY 2014-15 Ratio/Times per median of employee remuneration
(Rs.) (Rs.)
1. Shri Rakesh Kumar Dixit Director - - - -
2. Shri Ram Prakash Mishra Director - - - -
3. Shri Vinod Kumar Kapur Director - - - -
4. Shri Jignesh Mehta Director - - - -
5. Shri Satyanarayan Baheti Director - - - -
6. Shri Satya Kishore Mathur Manager 844056 844056 - -
7. Ms Vineeta Shah Company Secretary 220500 192000 14.84 -
8. Shri Vipin Varkhawat Chief Financial Officer 558870 321079 74.06 -

2. Percentage increase in median remuneration

Median remuneration of employees in FY 2015-16 –in ` Median remuneration of employees in FY 2014-15 –in ` Percentage increase
336000 318000 5.66%

3. No. of permanent employees as on 31.3.2016 : 51

4. Relationship between average increase in remuneration and company’sperformance:

There is no direct linkage between average increase in remuneration and company’sperformance.

5. Comparison of remuneration of KMP remuneration against the performance of theCompany The Company has three KMPs namely;

1. Shri Satya Kishore Mathur Manager

2. Shri Vipin Varkhawat Chief Financial Officer

3. Ms. Vineeta Shah Company Secretary

The remuneration of the KMPs has no direct linkage with the Company’s performance.

6. Variation in market capitalization PE ratio;

Particulars As on 31.3.2016 As on 31.3.2015 As on last public offer as on 30.07.2008 Percentage increase
Market capitalization of the Company 106745406 266863515 - (60.00%)
PE ratio 0.14 0.16 - (12.50%)
Market quotations of equity shares 0.04 0.10 0.92 (95.65%)

7. Comparison between average percentile increase in salaries of employees (excludingmanagerial personnel) and percentile increase in managerial remuneration.

Average percentile increase in salaries of employees other than managerial personnel in FY 2015-16 Percentile increase in managerial personnel remuneration in FY 2015-16 Justification
0.01% 44.45 The percentile increase in salary of KMP is due to revision of salary hence this difference

8. The key parameters for any variable component of remuneration availed by Directors -There is no variable component paid to the Directors.

9. There was no employee who received remuneration in excess of the highest paiddirector in FY 2015-16

10. This is to affirm that the above remuneration is paid as per the RemunerationPolicy of the Company.

For and on behalf of the Board of Directors
S. N. Baheti R. K. Dixit
Place: Mumbai Director Director
Date: 27th May 2016 DIN No- 06933453 DIN No- 06655663

ANNEXURE D

(Information under Section 134 (3) (m) of the Companies Act 2013 read with Companies(the Companies (Accounts) Rules 2014 and forming part of the Directors’ Report forthe year ended 31st March 2016)

A. CONSERVATION OF ENERGY :

i. The Steps taken or impact on conservation of energy:

Energy conservation continues to receive priority attention at all levels. Companyensures that the manufacturing operations are conducted in the manner whereby optimumutilization and maximum possible saving of energy is achieved.

ii. The steps taken by the Company for utilizing alternate sources of energy: Allefforts are made to conserve and optimize use of energy with continuous monitoring throughimproved operational techniques.

iii. The capital investment of energy conservation equipments: No specific investmenthas been made in reduction in energy consumption.

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption:

The Company is having research and development cell headed by a senior and experiencestextile technologist. The Company constantly strives for maintenance and Improvement inquality of its products

ii. The benefits derived like product improvement cost reduction product developmentor import substitution: The Company has developed numerous qualities which have beenaccepted by the market.

iii. In case of imported technology (import during the last three years reckoned fromthe beginning of the financial year): Nil

iv. The expenditure incurred on Research and Development-

(a) Capital : Nil

(b) Recurring : 33731

Total : 33731

Total R&D expenditure as % of total turnover: 0.003%

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has earned foreign exchange of Rs. 313913063/- in financial year2015-16 and Rs. 319143692/- in financial year 2014-15.

For and on behalf of the Board of Directors
S. N. Baheti R. K. Dixit
Place: Mumbai Director Director
Date: 27th May 2016 DIN No- 06933453 DIN No- 06655663

ANNEXURE E

MANANGER/CFO COMPLIANCE CERTIFICATE

Certificate by the Manager and Chief Financial Officer (CFO) pursuant to Regulation17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for thefinancial year ended 31st March 2016.

We hereby certify that:-

a) We have reviewed the Financial Statements and Cash Flow Statement for the year endedon 31st March 2016 and that to the best of our knowledge and belief:

I. these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

II. these statements together present a true & fair view of the Company’saffairs and are in compliance with existing Accounting Standards applicable Laws andRegulations.

b) There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of theCompany’s Code of Conduct

c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and they have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps they have taken or propose to taketo rectify these deficiencies.

d) We have indicated to the Statutory Auditors Internal Auditors and Audit Committee:

I. significant changes in internal control over financial reporting during the year ifany;

II. significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements if any; and

III. Instances of significant fraud of which they have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompany’s internal control system.

For Birla Cotsyn (India) Limited
Place: Mumbai Satya Kishore Mathur Vipin Varkhawat
Date: 27th May 2016 Manager Chief Financial Officer