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Bombay Burmah Trading Corporation Ltd.

BSE: 501425 Sector: Agri and agri inputs
NSE: BBTC ISIN Code: INE050A01025
BSE LIVE 15:42 | 08 Dec 518.80 17.95
(3.58%)
OPEN

499.75

HIGH

534.00

LOW

499.65

NSE LIVE 15:59 | 08 Dec 518.60 17.00
(3.39%)
OPEN

498.10

HIGH

534.40

LOW

498.10

OPEN 499.75
PREVIOUS CLOSE 500.85
VOLUME 35334
52-Week high 673.40
52-Week low 311.00
P/E
Mkt Cap.(Rs cr) 3618.63
Buy Price 519.00
Buy Qty 77.00
Sell Price 0.00
Sell Qty 0.00
OPEN 499.75
CLOSE 500.85
VOLUME 35334
52-Week high 673.40
52-Week low 311.00
P/E
Mkt Cap.(Rs cr) 3618.63
Buy Price 519.00
Buy Qty 77.00
Sell Price 0.00
Sell Qty 0.00

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 Financial Statements

We have audited the accompanying standalone financial statements of The Bombay BurmahTrading Corporation Limited ("the Company") which comprise the Balance Sheetas at 31 March 2016 the Statement of Profit and Loss the Cash Flow Statement for theyear then ended and a summary of the significant accounting policies and otherexplanatory information in which are incorporated the Returns for the year ended on thatdate audited by the branch auditors' of the Company's branches at Johor Bahru in Malaysiaand Usambara in Tanzania.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation andpresentation of these standalone financial statements to give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities selection andapplication of appropriate accounting policies making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the 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 in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2016 and its loss and its cash flows for the year ended on that date.

Emphasis of matter

We draw attention to the following matters in the Notes to the financial statements:

Note 36(b) of the standalone financial statements which more fully explains that inrespect of managerial remuneration amounting to ' 289.98 lakhs for the year ended 31 March2016 the Company has made an application to the Central Government pursuant to theprovisions of Section 197 read with Schedule V of the Act which is pending approval.

Our audit opinion is not modified in respect of this matter.

Other Matter

We did not audit the financial statements of 2 branches included in the standalonefinancial statements of the Company whose financial statements reflect total assets of '119.68 lakhs as at 31 March 2016 and total revenues of ' 361.99 lakhs for the year endedon that date as considered in the standalone financial statements. The financialstatements of these branches have been audited by the branch auditors whose reports havebeen furnished to us and our opinion in so far as it relates to the amounts anddisclosures included in respect of these branches is based solely on the report of suchbranch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account and with the returnsreceived from the branches not visited by us.

(e) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

(f) On the basis of the written representations received from the directors as on 31March 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2016 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 "Annexure B" and

(h) With respect to the other matters to be included in the Auditor's 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 its financialposition in its standalone financial statements - Refer Note 28 to the financialstatements.

ii. The Company did not have any long-term contracts including derivative contracts asat 31 March 2016 for which there were any material foreseeable losses.

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

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Bhatt
Mumbai Partner
27 May 2016 Membership No: 036647

ANNEXURE A TO INDEPENDENT AUDITORS' REPORT - 31 MARCH 2016 (Referred to in our reportof even date)

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

(b) The Company has a regular program of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the program certain fixedassets were physically verified by the Management during the year. In our opinion andaccording to information and explanations given to us no material discrepancies werenoticed 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:

Rs. in Lakhs

Particulars Freehold Land Buildings
Gross block as at 31 March 2016 1506 420
Net block as at 31 March 2016 1506 255
Total no of cases 5 5

ii. The inventory except for goods-in-transit and stocks lying with third partieshave been physically verified by the management at reasonable intervals during the year.In our opinion the frequency of such verification is reasonable. For stocks lying withthird parties at the year-end written confirmations have been obtained and in respect ofgoods-in-transit subsequent goods receipt have been verified or confirmations have beenobtained from those parties. The discrepancies noticed on verification between thephysical stocks 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 ('the Act'). The Company has notgranted any loans secured or unsecured to firms 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 had been granted to the company listed in the register maintained under Section 189of the 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 information and explanations given to us theCompany has complied with provisions of Section 185 and 186 of the Act in respect ofloans investments guarantees and security.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposit 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 books of account maintained by the Company pursuant tothe Rules made by the Central Government for the maintenance of cost records under Section148(1) of the Act in respect of products manufactured by the Company and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of cost records with a viewto determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis ofour examination of the

records of the Company amounts deducted/accrued in the books of account in respect ofundisputed statutory dues including Provident Fund Employees' State InsuranceIncome-tax Sales-tax Service tax Duty of Customs Duty of Excise Value added tax Cessand any other material statutory dues have been generally regularly deposited during theyear by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income-tax Sales-taxService tax Duty of Customs Duty of Excise Value added tax Cess and any other materialstatutory dues were in arrears as at 31 March 2016 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 Service tax Sales tax Value added tax Duty of Customs Excise duty and Cesswhich 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 Tea cess 1.47 12.64 2005- 2006 2006- 2013 High Court CESTAT
Central Excise Act Excise duty 37.65 May 2004 to December 2005 Appellate tribunal of Central Excise
Central Excise Act Excise duty 3.45 September 2004 to January 2007 Appellate tribunal of Central Excise
Central Excise Act Excise duty 3553.24* September 2006 to October 2011 Appellate tribunal of Central Excise
Income tax Act Income tax 64.26 2008-09 Commissioner of Income tax (Appeals)

*Net of deposit of ' 175 lakhs

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of dues to financial institutions or banks. TheCompany does not have any loans or borrowings from government or dues to debenture holdersduring 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. According to the information and explanations given to us the Company has paidmanagerial remuneration amounting to ' 289.98 lakhs for the year ended 31 March 2016. TheCompany has made an application to the Central Government for approval of payment of suchremuneration pursuant to the provisions of Section 197 read with Schedule V of the Actwhich is pending approval. Pending disposal of the Company's application the said amounthas been charged to the Statement of profit and loss.

xii. According to the information and explanations given to us the Company is not aNidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable to theCompany.

xiii. According to the information and explanations given to us all transactions withthe related parties are in compliance with Section 177 and 188 of Act and whereapplicable the details have been disclosed in the Financial Statements as required by theapplicable 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.

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 him.

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

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Bhatt
Mumbai Partner
27 May 2016 Membership No: 036647

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT - 31 MARCH 2016

(Referred to in our report of even date)

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 2016 inconjunction with our audit of the Standalone Financial Statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's 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 company's policies the safeguarding ofits 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 Company's 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 deemed tobe 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 risk that 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 auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

A company's 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 company's 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 of the company are being made only inaccordance with authorisations of management and directors of the company; and

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the 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 controlsover 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 2016 based on theinternal controls 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 by the Institute of CharteredAccountants of India.

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 B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Bhatt
Mumbai Partner
27 May 2016 Membership No: 036647

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