To the Members of BURNPUR CEMENT LIMITED
Report on the Financial Statements.
We have audited the accompanying financial statements of BURNPUR CEMENT LIMITED(the Company) which comprise the Balance Sheet as at March 312015 theStatement of Profit and Loss and Cash Flow Statement for the year then ended and a summaryof significant accounting policies and other explanatory information which we have signedunder reference to this report.
Managements Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (the Act) with respect to thepreparation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with rule 7 of Companies(Accounts)Rules2014. 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.
Our responsibility is to express an opinion on these financial statements based on ouraudit.
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 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 misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statement that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An auditincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of 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 financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the accompanying financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:
(a) In the case of the Balance Sheet of the state of affairs of the Company as atMarch 312015;
(b) In the case of the Statement of Profit and Loss of the profit for the year endedon that date; and
(c) In the case of the Cash Flow Statement of the cash flows for the year ended onthat date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2015 (the Order)issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act (hereinafter referred to as the Order) and on the basis of suchchecks of the books and records of the Company as we considered appropriate and accordingto the information and explanations given to us we give in the Annexure a statement onthe matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act we report that:
a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;
c. The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account;
d. In our opinion the accompanying financial statements dealt with by this Reportcomply with the Accounting Standards specified under section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014;
e. On the basis of the written representations received from the directors as on March31 2015 and taken on record by the Board of Directors none of the directors isdisqualified as on March 312015 from being appointed as a director in terms of Section164(2) of the Act;
f. With respect to other matters to be included in the Auditor's report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanation given to us;
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer note 26 to the financial statements.
ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.
iii. There has been delay in transferring an amount of Rs.15000 to the InvestorEducation and Protection Fund by the Company for which interest amounting to Rs.7200 hasbeen paid;
For M/s N.K.Agarwal & Co.
N. K. Agarwal
Membership No. 014267
Dated : 27th May 201 5
Place : Asansol
Annexure to Independent Auditors Report
Referred to in Paragraph 1 of the Independent Auditor Report of even date to themembers of Burnpur Cement Limited on the financial statements for the year ended 31stMarch2015
i) (a)The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets of the company have been physically verified by the Managementduring the year and no material discrepancies have been noticed on such verification. .Inour opinion the frequency of verification is reasonable.
ii) (a) The inventory has been physically verified by the Management during the year.In our Opinion the frequency of verification is reasonable.
(b) In our opinion the procedures of physical verification of inventory followed bythe Management are reasonable and adequate in relation to the size of the Company andnature of its business.
(c) On the basis of our examination of the inventory records in our opinion theCompany is maintaining proper records of inventory. The discrepancies noticed on physicalverification of inventory as compared to book records were not material.
iii) According to the information and explanations given to us the Company has notgranted any loans to companies firms or other parties covered in the Register maintainedunder Section 189 of the Companies Act 2013; and therefore paragraph 3(iii) of the Orderis not applicable
iv) In our opinion and according to the information and explanations given to us thereis adequate internal control system commensurate with the size of the company and thenature of its business for the purchase of inventory and fixed assets and for the sale ofgoods and services. Further on the basis of our examination of the books and records ofthe Company and according to the information and explanations given to us we have neithercome across nor have been informed of any continuing failure to correct major weaknessesin the aforesaid internal control system.
v) The Company has not accepted any deposits from the public within the meaning ofSection 73 to 76 of the Act or any other relevant provisions of the Companies Act and therules framed there under.
vi) We have broadly reviewed the books of account maintained by the company in respectof products where pursuant to the Rules prescribed by the Central Government of Indiathe maintenance of cost records has been prescribed under sub section (1) of section 148of the Act and are of the opinion that prima facie the prescribed accounts and recordshave been made and maintained. We have not however made a detailed examination of therecords with a view to determine whether they are accurate or complete.
vii) a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including provident fund investor education and protectionfund employees state insurance income tax sales tax wealth tax service tax duty of customs duty of excise value added tax cess and other material statutory duesas applicable with the appropriate authorities
b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of income tax sales tax wealth tax duty ofcustoms value added tax cess which have not been deposited on account of any dispute.The particulars of dues of value added tax and central sales tax as at 31st March 2015which have not been deposited on account of a dispute are as follows:
|Particulars ||Period to which the matter pertains ||Forum where dispute is pending ||Amount (Rs.) |
|West Bengal Sales Tax ||2004-2005 ||West Bengal Taxation Tribunal Kolkata ||1335407/- |
|Value Added Tax ||2009-2010 ||West Bengal Appellate & Revisional Board Kolkata ||783434/- |
|Value Added Tax ||2010-2011 ||West Bengal Appellate & Revisional Board Kolkata ||6667694/- |
|Value Added Tax ||2011-2012 ||Sr. Joint Commissioner Sales Tax Asansol ||8108687/- |
|Central Sales Tax ||2009-2010 ||West Bengal Appellate & Revisional Board Kolkata Revisional BoardAsansol ||145087/- |
|Central Sales Tax ||2010-2011 ||West Bengal Appellate & Revisional Board Kolkata Revisional Board Asansol ||315464/- |
|Central Sales Tax ||2011-2012 ||Sr. Joint Commissioner Sales Tax Asansol ||6291042/- |
N.B. : According to the information and explanation given to us the documents andrecords examined by us an appeal was preferred before the income tax appellate authoritiesfor the A.Y. 2007-08 2008-09 which was decided in favour of the assesse and a relief tothe tune of Rs. 8320932/- and Rs. 38046637/- was given. However the income taxdepartment has preferred an appeal before the Income Tax Appellate Tribunal which ispending for disposal.
c) According to the information and explanations given to us and the records of thecompany examined by usthe amount required to be transferred to Investor Education andProtection Fund has been transferred along with interest in accordance with the relevantprovisions of the Companies Act 1956 and rules made there under.
viii) The company has no accumulated losses as at the end of the financial year and ithas not incurred any cash losses in the financial year ended on that date or in theimmediately preceding financial year.
ix) According to the records of the Company examined by us and the information andexplanations given to us the company has not defaulted in repayment of dues to anyfinancial institution or bank as at the balance sheet date except in the case of Bridgeloan taken from West Bengal Industrial Development Corporation Ltd against admitted claimof interest subsidy under West Bengal Incentive Scheme 2000.
x) The Company has not given any guarantee in respect of loans taken by others frombanks etc. Accordingly the provisions of Clause 3(xii) of the Order are not applicableto the Company.
xi) The company has restructured its term loan during the year. The term loansoutstanding during the year have been applied for the purposes for which they have beenraised.
xii) During the course of our examination of the books and the records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud on or by the company noticed or reported during the year norhave we been informed of any such case by the management.
For M/s N.K.Agarwal & Co.
N. K. Agarwal
Membership No. 14267
Dated : 27.05.2015
Place : Asansol
Form No. MR- 3
SECRETARIAL AUDIT REPORT (For the period 31/03/2015)
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
The Board of Directors BURNPUR CEMENT LIMITED
Village Palashdiha Panchgachia Road Kanyapur Asansol- 713341
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BURNPUR CEMENT LIMITED(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on our verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod ended on 31/03/2015 complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafter:
A. I have examined the books papers minute books forms and returns filed andother records maintained by Burnpur Cement Limited (The Company) for theperiod ended on 31/03/2015 according to the provisions of:
The Companies Act 2013 (the Act) and the Rules made thereunder;
The Securities Contracts (Regulation) Act 1956 (SCRA') and the Rules madethereunder;
The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act') to the extent applicable to theCompany :-
The Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations 2011;
The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
The Securities and Exchange Board of India ((Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008;
The Securities and Exchange Board of India Registrars to an Issue and Share.
Transfer Agents)Regulations 1993 regarding the Companies Act and dealing withclient;
The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
The Company has complied with the requirements under the Equity ListingAgreements entered into with BSE Limited National Stock Exchange of India Limited.
B. I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India.
ii) The Listing Agreements entered into by the Company with the BSE Limited NationalStock Exchange of India Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above.
C. I further report that the Company has in my opinion complied with theprovisions of the Companies Act 1956 and the Rules made under that Act and the provisionsof Companies Act 2013 as notified by Ministry of Corporate Affairs and the Memorandum andArticles of Association of the Company with regard to:
a) Maintenance of various statutory registers and documents and making necessaryentries therein;
b) Closure of the Register of Members.
c) Forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government;
d) Service of documents by the Company on its Members Auditors and the Registrar ofCompanies;
e) Notice of Board meetings and Committee meetings of Directors;
f) The meetings of Directors and Committees of Directors including passing ofresolutions by circulation;
g) The Annual General Meeting held on 30th September 2014;
h) Minutes of proceedings of General Meetings and of the Board and its Committeemeetings;
i) Approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;
j) Constitution of the Board of Directors /Committee(s) of Directors appointmentretirement and reappointment of Directors including the Managing Director and Whole-timeDirectors;
k) Payment of remuneration to Directors including the Managing Director and Whole-timeDirectors.
l) Appointment and remuneration of Auditors and Cost Auditors;
m) Transfers and transmissions of the Company's shares and issue and dispatch ofduplicate certificates of shares.
n) Declaration and payment of dividends;
o) Transfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs
p) Borrowings and registration modification and satisfaction of charges whereverapplicable;
q) Investment of the Company's funds including investments and loans to others;
r) Form of balance sheet as prescribed under Part I form of statement of profit andloss as prescribed under Part
II and General Instructions for preparation of the same as prescribed in Schedule VI tothe Act;
s) Directors' report;
t) Contracts common seal registered office and publication of name of the Company;and
u) Generally all other applicable provisions of the Act and the Rules made under theAct.
D. I further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
The Company has obtained all necessary approvals under the various provisions of theAct and there was no prosecution initiated and no fines or penalties were imposed duringthe year under review under the Act SEBI Act SCRA Depositories Act Listing Agreementand Rules Regulations and Guidelines framed under these Acts against / on the Companyits Directors and Officers.
The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;
The Company has complied with the provisions of the Securities Contracts (Regulation)Act 1956 and the Rules made under that Act with regard to maintenance of minimum publicshareholding.
E. I further report that:
The Company has complied with the provisions of the Depositories Act 1996 and theByelaws framed thereunder by the Depositories with regard to dematerialization /re-materialization of securities and reconciliation of records of dematerializedsecurities with all securities issued by the Company.
The Company has complied with the provisions of the FEMA 1999 and the Rules andRegulations made under that Act to the extent applicable.
F. I further report that:
The Company has complied with the requirements under the Equity ListingAgreements entered into with BSE Limited and National Stock Exchange of India Limited;
The Company has complied with the provisions of the Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011including the provisions with regard to disclosures and maintenance of records requiredunder the said Regulations;
The Company has complied with the provisions of the Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 including the provisionswith regard to disclosures and maintenance of records required under the said Regulations;
7. I further report that :
Based on the information received and records maintained there are adequate systems andprocesses in the Company commensurate with the size and operations of the Company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.
ACS No: 23549
C.P No: 8902
Place : Kolkata
Date : 13.08.2015