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Bombay Burmah Trading Corporation Ltd.

BSE: 501425 Sector: Agri and agri inputs
NSE: BBTC ISIN Code: INE050A01025
BSE LIVE 19:47 | 19 Oct 1692.80 -33.55
(-1.94%)
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NSE 19:49 | 19 Oct 1691.85 -33.35
(-1.93%)
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OPEN 1730.00
PREVIOUS CLOSE 1726.35
VOLUME 23475
52-Week high 1735.35
52-Week low 452.80
P/E
Mkt Cap.(Rs cr) 11,807
Buy Price 0.00
Buy Qty 0.00
Sell Price 1692.80
Sell Qty 43.00
OPEN 1730.00
CLOSE 1726.35
VOLUME 23475
52-Week high 1735.35
52-Week low 452.80
P/E
Mkt Cap.(Rs cr) 11,807
Buy Price 0.00
Buy Qty 0.00
Sell Price 1692.80
Sell Qty 43.00

Bombay Burmah Trading Corporation Ltd. (BBTC) - Auditors Report

Company auditors report

To the Members of The Bombay Burmah Trading Corporation Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of The BombayBurmah Trading Corporation Limited ("the Company") which comprise the BalanceSheet as at 31 March 2017 the Statement of Profit and Loss (including OtherComprehensive Income) the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and a summary of the significant accounting policies and otherexplanatory information (herein after referred to as "Standalone Ind AS financialstatements") in which are incorporated the Returns for the year ended on that dateaudited by the branch auditors of the CompanyRss branches at Johor Bahru in Malaysia andUsambara in Tanzania.

ManagementRss Responsibility for the Standalone Ind AS Financial Statements

The CompanyRss Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder Section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness oftheaccounting records relevant to the preparation and presentation of the Standalone Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

AuditorsRs Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions ofthe Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit of the Standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the Standalone Ind AS financial statements. The proceduresselected depend on the auditorRss judgment including the assessment ofthe risks ofmaterial misstatement of the Standalone Ind AS financial statements whether due to fraudor error. In making those risk assessments the auditor considers internal financialcontrol relevant to the CompanyRss preparation of the Standalone Ind AS financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness ofthe accounting estimates made by theCompanyRss Directors as well as evaluating the overall presentation of the Standalone IndAS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thefinancial position of the Company as at 31 March 2017 its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear ended on that date.

Emphasis of Matters

We draw attention to Note 36 of the Standalone Ind AS financial statements whichdescribes the following matters:

a) In respect of managerial remuneration amounting to Rs 290 Lakhs for the year ended31 March 2016 the Company has made an application to the Central Government pursuant tothe provisions of Section 197 read with Schedule V of the Act which is pending approval.

b) In respect of managerial remuneration amounting to Rs 290 Lakhs for the year ended31 March 2017 the Company has made an application to the Central Government pursuant tothe provisions of Section 197 read with Schedule V of the Act which is pending approval.

Our opinion is not modified in respect of the above matters.

Other Matter

We did not audit the financial statements of 2 branches included in the standalone IndAS financial statements of the Company whose financial statements reflect total assets ofRs 677 Lakhs as at 31 March 2017 and total revenues ofRs 521 Lakhs for the year ended onthat date. The financial statements of these branches have been audited by the branchauditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts and disclosures included in respect of these branches is based solely onthe report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (AuditorRss Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of Section 143(11) of theAct we give in the RsAnnexure ARs a statement on the matters specified in paragraphs 3and 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 bestof 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 theCompany so far as it appears from our examination of those books and proper returnsadequate for the purposes of our audit have been received from the branches not visited byus;

(c) The reports on the accounts of the branch offices of the Company audited underSection 143 (8) of the Act by branch auditors have been sent to us and have been properlydealt with by us in preparing this report;

(d) The Balance Sheet the Statement of Profit and Loss the Cash Flow Statement andthe Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account and with the returns received from the branches not visited by us;

(e) In our opinion the aforesaid Standalone Ind AS financial statements comply withthe Indian Accounting Standards prescribed under Section 133 ofthe Act;

(f) On the basis of the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none ofthe directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section164(2) of the Act;

(g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in RsAnnexure BRs; and

(h) With respect to the other matters to be included in the AuditorsRs Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 the financialposition in its Standalone Ind AS financial statements - Refer Note 41 to the StandaloneInd AS financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on derivative contracts. The Companydid not have any other long-term contracts for which there were any material foreseeablelosses;

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

iv. The Company has provided requisite disclosures in the Standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016. Based on audit procedures and relying on themanagement representation we report that the disclosures are in accordance with books ofaccount maintained by the Company and as produced to us by the Management- Refer Note 46to the Standalone Ind AS financial statements.

ANNEXURE A TO THE INDEPENDENT AUDITORSRs REPORT - 31st MARCH 2017 (Referredto in our report of even date)

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Axed assets.

(b) (b) The Company has a regular programme of physical verification of its fixedassets by which all Axed assets are verified in a phased manner over a period of threeyears. In our opinion this periodicity of physical verification is reasonable havingregard to the size of the Company and the nature of its assets. Pursuant to the programmecertain Axed assets were physically verified by the Management during the year. In ouropinion and according to the information and explanations given to us no materialdiscrepancies were noticed on such verification.

(c) In our opinion and according to information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company except for the following which are not heldin the name of the Company pending registration in the name of the Company pursuant to themerger of Electromags Automotive Private Limited with the Company:

Rsin Lakhs
Particulars Freehold Land Buildings
Gross block as at 31 March 2017 1506 420
Net block as at 31 March 2017 1506 249
Total no of cases 5 5

ii. The inventory except for goods-in-transit and stocks lying with third parties hasbeen physically verified by the management at reasonable intervals during the year. In ouropinion the frequency of such verification is reasonable. For stocks lying with thirdparties at the year-end written confirmations have been obtained and in respect ofgoods-in-transit subsequent goods receipts have been verified or confirmations have beenobtained from the parties. The discrepancies noticed on verification between the physicalstocks and the book records were not material.

iii. The Company has granted unsecured loan to one company covered in the registermaintained under Section 189 of the Companies Act 2013 (Rsthe ActRs). The Company has notgranted any loans secured or unsecured to Arms limited liability partnerships or otherparties covered in the register maintained under Section 189 of the Act. In our opinionand according to the information and explanations given to us the Company does notconsider the reimbursement of cost charged and outstanding to fall under purview of loans.

(a) In our opinion the rate of interest and other terms and conditions on which theloan has been granted to the company listed in the register maintained under Section 189ofthe Act is not prima facie prejudicial to the interest of the Company.

(b) The loan granted to a company covered in the register maintained under Section 189of the Act is repayable on demand. The loan was not demanded during the year. The borrowerhas been regular in the payment of interest.

(c) The loan granted to a company covered in the register maintained under Section 189of the Act is repayable on demand. The loans was not demanded during the year.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act with respectto the loans given investments made guarantees given and security provided.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public during the year in terms of theprovisions of Sections 73 to 76 or any other relevant provisions of the Act and the rulesframed there under. Accordingly paragraph 3(v) of the Order is not applicable to theCompany.

vi. We have broadly reviewed the records maintained by the Company pursuant to therules prescribed by Central Government for maintenance of cost records under sub section(1) of Section 148 of the Act and are ofthe opinion that prima facie the prescribedaccounts and records have been made and maintained. However we have not made a detailedexamination ofthe records.

vii. (a) According to the information and explanations given to us and on the basis ofour examination of the records ofthe Company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund EmployeesRsState Insurance Income-tax Sales-tax Service tax Duty of Customs Duty of ExciseValue added tax Cess and other material statutory dues have been generally regularlydeposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund EmployeesRs State Insurance Income-tax Sales-taxService tax Duty of Customs Duty of Excise Value added tax Cess and other materialstatutory dues were in arrears as at 31 March 2017 for a period of more than six monthsfrom the date they became payable.

(b) According to the information and explanations given to us there are no dues ofIncome-tax Sales-tax Service tax Duty of Customs Duty of Excise and Value added taxwhich have not been deposited with the appropriate authorities on account of any disputeexcept as stated below:

Name of the Statute Nature of the dues Amount (Rs in Lakhs) Period to which the amount relates Forum where dispute is pending
Central Excise Act 1944 Tea cess 1.47 2005-2006 High Court
12.64 2006-2013 CESTAT
Central Excise Act 1944 Excise duty 37.65 May 2004 to December 2005 Appellate tribunal of Central Excise
Central Excise Act 1944 Excise duty 3.45 September 2004 to January 2007 Appellate tribunal of Central Excise
Central Excise Act 1944 Excise duty 3553.24* September 2006 to October 2011 Appellate tribunal of Central Excise

*Net of deposit ofRs 175 Lakhs

viii. According to the information and explanations given to us and based on therecords of the Company the Company has not defaulted in the repayment of loans orborrowings to banks and financial institutions. According to the information andexplanations given to us the Company does not have any loan from government or dues todebenture holders during the year.

ix. According to the information and explanations given to us the term loans have beenapplied by the Company during the year for the purposes for which they were obtained. TheCompany did not raise money by way of initial public offer or further public offer(including debt instruments) during the year.

x. According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit.

xi. Except for managerial remuneration aggregating to Rs 49.98 Lakhs which exceeded thepermissible limit as prescribed under Schedule V of the Act the managerial remunerationpaid/ provided for by the Company is in accordance with the requisite approvals asmandated by the provisions of Section 197 read with Schedule V to the Act. The Company hasmade an application to the Central Government for approval of payment of such remunerationwhich is pending approval. Pending disposal of the CompanyRss application the said amounthas been charged to the Statement of profit and loss.

xii. In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Standalone Ind AS financial statements as requiredby the applicable accounting standards.

xiv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) ofthe Order is not applicable to the Company.

xv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable to the Company.

xvi. According to the information and explanations given to us the Company is notrequired to be registered under Section 45 IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

ANNEXURE B TO THE INDEPENDENT AUDITORSRs REPORT OF EVEN DATE ON THE STANDALONE IND ASFINANCIAL STATEMENTS OF THE BOMBAY BURMAH TRADING CORPORATION LIMITED - 31stMARCH 2017

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act

We have audited the internal financial controls over financial reporting of The BombayBurmah Trading Corporation Limited ("the Company") as at 31 March 2017 inconjunction with our audit of the Standalone Ind AS financial statements of the Companyfor the year ended on that date.

ManagementRss Responsibility for Internal Financial Controls

The CompanyRss management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the companyRss policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the CompanyRss internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the riskthat a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditorRss judgment including the assessment of the risks ofmaterial misstatement of the Standalone Ind AS financial statements whether due to fraudor error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the CompanyRss internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A CompanyRss internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A CompanyRss internal financial control over financialreporting includes those policies and procedures that:

(a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(b) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures ofthe Company are being made only inaccordance with authorisations of management and directors ofthe Company; and

(c) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the CompanyRss assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because ofthe inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued bythe ICAI.

Other matters

We did not audit the internal financial controls over financial reporting of 2 branchesof the Company. The internal financial controls over financial reporting of these brancheshave been audited by the branch auditors whose reports have been furnished to us and ouropinion in so far as it relates to the internal financial controls over financialreporting included in respect of these branches is based solely on the report of suchbranch auditors.

For BSR& Co. LLP
Chartered Accountants
FirmRss Registration No: 101248W/W-100022
Vijay Mathur
Mumbai Partner
30th May 2017 Membership No: 046476