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Gujarat Sidhee Cement Ltd.

BSE: 518029 Sector: Industrials
NSE: GSCLCEMENT ISIN Code: INE542A01039
BSE LIVE 15:59 | 26 Sep 35.55 0.35
(0.99%)
OPEN

35.20

HIGH

36.70

LOW

34.75

NSE 15:57 | 26 Sep 35.70 0.35
(0.99%)
OPEN

34.90

HIGH

36.90

LOW

34.60

OPEN 35.20
PREVIOUS CLOSE 35.20
VOLUME 91026
52-Week high 40.85
52-Week low 22.50
P/E
Mkt Cap.(Rs cr) 306
Buy Price 35.55
Buy Qty 2375.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.20
CLOSE 35.20
VOLUME 91026
52-Week high 40.85
52-Week low 22.50
P/E
Mkt Cap.(Rs cr) 306
Buy Price 35.55
Buy Qty 2375.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Sidhee Cement Ltd. (GSCLCEMENT) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

GUJARAT SIDHEE CEMENT LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GUJARAT SIDHEECEMENT LIMITED ("the Company") which comprise the Balance Sheet as at 31stMarch 2017 the Statement of Profit and Lossthe Cash Flow Statement for the year thenended on that date and a summary of the significant accounting policies and otherexplanatory information.

Management's Responsibility for the Standalone 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 the preparation ofthese standalone 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 the Companies(Accounts) Rules2014. 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 ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatementwhetherdue 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 require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements 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 thefinancialcontrol relevant to the auditor considers internal 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 valuating 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 sufficientand 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 31st March 2017 and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to following notes:

(i) Note 33(B) to the standalone financial statements relating to provision made forremuneration to Executive Vice Chairman for the period from April 01 2016 to December 312016 for which application is made to the Central Government and for the period fromJanuary 01 2017 to March 31 2017 in respect of which application will be made to theCentral Government as stated in the said note.

In respect of remuneration paid to him for the financial years 2015-16 and 2014-15 inexcess of the limit prescribed under sections 197 and 198 read with schedule V to theCompanies Act 2013 application is made to the Central Government. Hence the provisionmade for the year 2016-17 and payment of excess remuneration for financial year 2015-16and 2014-15 are subject to approval of Central Government.

(ii) Note 36(b) to the standalone financial statements regarding continuing recognitionof MAT Credit Entitlement of earlier years for the reasons stated in the said note.

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

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 specifiedin 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 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;

(c) 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;

(d) In our opinion the aforesaid standalone financial specifiedunder Sectionstatements comply with the Accounting Standards 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

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

(f) 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";

(g) 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 financial statements Refer Note 32 to the standalone financial statements;

(ii) The Company has made provisions as required under the applicable law oraccounting standards for material foreseeable losses if any on long term contractsincluding derivative contracts;

(iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

(iv) The Company has provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016. relying on the management representation wereport that the disclosures are in accordance with the books of accounts maintained by theCompany and as produced to us by management. Refer Note 34 to the standalone financialstatements.

For Manubhai & Shah LLP
Chartered Accountants
ICAI Firm Regn. No. 106041W / W100136
(Darshan Shah)
Place: Mumbai Partner
Date: May 24 2017 Membership No.131508

ANNEXURE A TO INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" section of our report on Standalone Financial Statements to the membersof Gujarat Sidhee Cement Limited (the Company) for the year ended March 31 2017

1. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of 3 years which in our opinionis reasonable having regard to the size of the Company and the nature of its assets.Pursuant to the programme a portion of the fixed assets has been physically verified bythe Management during the year and no material discrepancies have been noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

2. The inventory has been physically verified by the Management during and at the yearend. The discrepancies noticed on physical verification of inventory as compared to bookrecords were not material.

3. The Company has not granted any loans secured or unsecured to companies firmslimited liabilitiespartnerships or other parties covered in the register maintained underSection 189 of the Act. Therefore reporting requirements as per the provisions of Clause3 (iii) [(a) to (c) of the order are not applicable to the Company .

4. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 186 of the Act with respect to theinvestments made. The Company has not given any loans to which provisions of section 185and 186 of the Act are applicable.

5. The Company has not accepted deposits within the meaning of Sections 73 to 76 or anyother relevant provisions of the Act and the rules framed there under. According to theinformation and explanations given to us no order has been passed by the Company LawBoard or the National Company Law Tribunal or the Reserve Bank of India or any Court orany other Tribunal.

6. We have broadly reviewed the books of account maintained by the Company in respectof cement produced by the company where pursuant to the rules made by the CentralGovernment of India the maintenance of cost records has been prescribed under sub-section(1) of Section 148 of the Act and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. We have not however made a detailedexamination of the records with a view to determine whether they are accurate or complete.

7. (a) According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including employee state insurance provident fund income taxsales tax service tax duty of customs duty of excise value added tax cess and othermaterial statutory dues as applicable with the appropriate authorities except on fewoccasions wherein there was some delay in payment of service tax excise duty and taxdeduction at source.

According to the information and explanations given to us and the records of theCompany examined by us in our opinion no undisputed amounts payable were in arrears asat March 31 2017 for a period of more than six months from the date they became payable.

(b) The particulars of dues of service tax sales tax excise duty custom duty andincome tax which have not been deposited as at March 31 2017 on account of a dispute aregiven hereunder:

Name of the Statute Nature of dues Amount (Rs. In lacs) Period to which the amount relates Forum where the dispute is pending
Customs Act 1962 Custom Duty 35.85 1995-96 Customs Excise & Service Tax Appellate Tribunal
Customs Act 1962 Custom Duty 0.62 2008-09 Customs Excise & Service Tax Appellate Tribunal
Customs Act 1962 Custom Duty 420.59 2012-13 Customs Excise & Service Tax Appellate Tribunal
Central Excise Act 1944 Excise Duty 36.72 1992-93 Customs Excise & Service Tax Appellate Tribunal
Central Excise Act 1944 Excise Duty 464.57 2010-11 Commissioner Central Excise
Central Excise Act 1944 Excise Duty 1053.11 2008-09 to 2013-14 Customs Excise & Service Tax Appellate Tribunal
Central Excise / CENVAT Service Tax 6.33 2007-08 Customs Excise & Service Tax Appellate Tribunal
Central Excise / CENVAT Credit Rules 2004 Service Tax 143.47 2012-13 & 2013-14 Customs Excise & Service Tax Appellate Tribunal
Rajasthan Sales Tax Act 1994 Sales Tax 24.73 1997-98 Rajasthan High Court
Gujarat Sales Tax Act1961 Sales Tax 121.21 2002-03 to 2004-05 Joint Commissioner Rajkot
Gujarat Value Added Tax Act 2003 Value Added Tax 321.88 2006-07 & 2007-08 Tribunal Gujarat Value Added Tax

9. The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Money raised by way of termloans have been applied for the purpose for which they were raised.

10. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us no fraud by or on the Companyby its officers or employees has been noticed or reported during the year nor have webeen informed of any such case by the Management.

11. The company has made provision for remuneration to Executive Vice Chairman for theyear 2016-17. The Company has made application to the Central Government for payment ofremuneration for the period from 1-04-2016 to 31-12-2016. For remuneration for the periodfrom 1-01-2017 to 31-03-2017 the Company will make an application to the CentralGovernment after obtaining approval from Nomination and Remuneration Committee the Boardof Directors and Shareholders in AGM as stated in Note No. 33(B) to the standalonefinancial statements.

Further in view of inadequacy of profit for the years 2014-15 and 2015-16remuneration paid by the Company to Executive Vice Chairman was in excess of the limitprescribed under sections 197 and 198 read with Schedule V to the Companies Act 2013. Thecompany has made application to the Central Government for obtaining approval for paymentof excess remuneration. The company has obtained undertaking from Executive Vice Chairmanfor repayment of excess remuneration in case the Central Government does not approve thepayment of excess remuneration.

12. 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.

13. 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 financial statements as required by the applicableaccounting standards.

14. According to the information and explanations give 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.

15. 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. Accordingly provisions ofsection 192 of the Act is not applicable.

16. According to the information and explanations given to us and based on ourexamination of the records of the Company the company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934.

For Manubhai & Shah LLP
Chartered Accountants
ICAI Firm Regn. No. 106041W / W100136
(Darshan Shah)
Place: Mumbai Partner
Date: May 24 2017 Membership No. 131508

ANNEXURE B TO INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 2 (f) under "Report on Other Legal and RegulatoryRequirements" section of our report on Standalone Financial Statements for the yearended March 31 2017 to the members of Gujarat Sidhee Cement Limited(the company)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting ofGUJARATSIDHEE CEMENT LIMITED ("the Company") as of 31 March 2017 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat 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 internalfinancialcontrols 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 Companies Act 2013.

Auditor's 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 deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and 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 judgment 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 sufficientand 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

1. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial accordance with generally accepted accounting principles andthat receipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection ofunauthorized 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 to future periods are subject to the risk that theinternal financial control of the internal financial over financial reporting may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial control 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 by the Institute of CharteredAccountants of India.

For Manubhai & Shah LLP
Chartered Accountants
ICAI Firm Regn. No. 106041W / W100136
(Darshan Shah)
Place: Mumbai Partner
Date: May 24 2017 Membership No. 131508