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Sarda Energy & Minerals Ltd.

BSE: 504614 Sector: Metals & Mining
NSE: SARDAEN ISIN Code: INE385C01013
BSE 15:40 | 17 Jan 602.90 7.60
(1.28%)
OPEN

592.00

HIGH

610.50

LOW

575.00

NSE 15:56 | 17 Jan 604.95 10.55
(1.77%)
OPEN

593.90

HIGH

613.00

LOW

573.30

OPEN 592.00
PREVIOUS CLOSE 595.30
VOLUME 58044
52-Week high 639.75
52-Week low 227.00
P/E 15.48
Mkt Cap.(Rs cr) 2,173
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 592.00
CLOSE 595.30
VOLUME 58044
52-Week high 639.75
52-Week low 227.00
P/E 15.48
Mkt Cap.(Rs cr) 2,173
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sarda Energy & Minerals Ltd. (SARDAEN) - Auditors Report

Company auditors report

To the Members of

Sarda Energy & Minerals Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Sarda Energy& Minerals Limited ('the Company') which comprise the balance sheet as at 31st March2017 the statement of profit and loss (including other comprehensive income) thestatement of cash flows and the statement of changes in equity for the year then ended anda summary of the significant accounting policies and other explanatory information (hereinafter referred to as "standalone Ind AS financial statements").

Management's Responsibility for the Standalone Ind AS 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 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; selecfion and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementafion and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparafion and presentation of the standalone IndAS 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 Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounfing 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparafion of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial 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 31st March 2017 and its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear ended on that date.

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 section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in the paragraph 3 and4 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 (including other comprehensiveincome) the statement of cash flows and the statement of changes in equity dealt with bythis Report are in agreement with the books of account;

(d) in our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards specified under Section 133 of the Act read with relevantrule issued thereunder;

(e) on the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st 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"; and

(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 standalone Ind AS financial statements - Refer Note 40 to the standaloneInd AS financial statements;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. there has been no amount required to be transferred to the Investor Educationand Protection Fund by the Company; and

iv. the Company has provided requisite disclosures in its standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8th November 2016 to 30th December 2016 and these are in accordance with the booksof accounts maintained by the Company. Refer Note 37 to the standalone Ind AS financialstatements.

For O P Singhania & Co.

(ICAI Firm Regn. No.002172C) Chartered Accountants Sanjay Singhania

Partner

Membership No.076961

Raipur 6th June 2017

Financial statements

ANNEXURE - A to the Auditors' Report

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone Ind AS financial statements for the year ended 31st March 2017 wereport that:

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

of fixed assets.

(b) As explained to us all major assets except certain low value items viz furniture& fixtures and office equipment have been physically verified by the management atreasonable intervals. According to the information and explanation given to us nomaterial discrepancies were noticed.

(c) The title deeds of immovable properties as disclosed in Note 2 on property plantand equipments to the financial statements are held in the name of the Company except theimmovable properties of merged companies which has still carried on the name of erstwhilecompanies and are yet to be updated in revenue records.

(ii) As explained to us the physical verification of inventories have been conductedat reasonable intervals by the management during the year. In our opinion the frequencyof the verification is reasonable. The discrepancies noticed on verification between thephysical stocks and the book records were not material and have been properly dealt within the books of account.

(iii) The Company has granted unsecured loan to four companies and one LimitedLiability Partnership covered in the register maintained under section 189 of thecompanies Act 2013 during the year. According to the information and explanations givento us and based on the audit procedures conducted by us we are of the opinion that:

(a) The terms & conditions of the grant of such loan are not prejudicial to theinterest of the Company.

(b) As explained to us the principal amounts are repayable on demand whereas theinterest is payable annually at the discretion of the Company and the repayments orreceipts are regular.

(c) Since the amount outstanding is not overdue therefore the provisions of clause 3(iii)(c) of the Companies (Auditor's Report) Order 2016 are not applicable to theCompany.

(iv) In our opinion and according to the information & explanations given to usthe Company has compiled with the provisions of Section 186 of the Companies Act 2013 inrespect of the loans and investment made and guarantees and security provided by it. TheCompany has not granted any loans and made any investments or provided any guarantees orsecurity to the parties covered under Section 185 of the Companies Act 2013.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from public in terms of the directives issued bythe Reserve Bank of India and the provisions of Section 73 to 76 or any other relevantprovisions of the Companies Act and rules framed thereunder; therefore the provisions ofclause 3(v) of the Companies (Auditor's Report) Order 2016 are not applicable to theCompany.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Companies Act 2013 in respect of Company's products to which thesaid rules are made applicable and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. We have however not made a detailedexamination of the records.

(vii) (a) According to the information & explanations given to us during the yearthe company is regular in depositing

undisputed statutory dues including provident fund employees' state insurance incometax sales tax service tax duty of customs duty of excise value added tax cess andany other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us there are no dues ofincome tax sales tax service tax custom duty excise duty value added tax and cesswhich have not been deposited on account of any dispute except the following cases:

Name of the Statute Nature of the Dues Amount (' in Lakh) Period to which the amount relates Forum where dispute is pending
Central Excise Act 1944 Excise Duty 20.57 Mar' 1986 to Oct 1988 M.P. High Court
Central Excise Act 1944 Excise Duty 7.62 Mar' 1989 to Aug 1989 Commissioner (Appeals)
Central Excise Act 1944 Excise Duty Penalty 29.95 1.00 Apr'2008 to Aug'2012 Customs Excise & Service Tax Appellate Tribunal

ANNEXURE - A to the Auditors' Report

Name of the Statute Nature of the Dues Amount (' in Lakh) Period to which the amount relates Forum where dispute is pending
Central Excise Act 1944 Excise Duty Penalty 11.61 0.50 Sept'2012 to Aug'2013 Customs Excise & Service Tax Appellate Tribunal
Central Excise Act 1944 Penalty 21.02 Apr'2008 to Aug'2012 Customs Excise & Service Tax Appellate Tribunal
Central Excise Act 1944 Penalty 5.31 Sept'2012 to Aug'2013 Customs Excise & Service Tax Appellate Tribunal
Central Excise Act 1944 Excise Duty Penalty 9.93 9.92 2011-2012 to 2014-15 Commissioner Appeals
Central Excise Act 1944 Excise Duty Penalty 30.45 15.22 Aug' 14 to Mar' 15 Commissioner Appeals
Central Excise Act 1944 Penalty 6.97 2006-07 C.G. High Court
Central Excise Act 1944 Excise Duty 17.49 2007-08 C.G. High Court
Finance Act 1994 Service Tax Penalty 15.55 15.55 2005-06 Customs Excise & Service Tax Appellate Tribunal
Finance Act 1994 Service Tax Penalty 32.46 32.46 Apr' 08 to Dec' 12 Customs Excise & Service Tax Appellate Tribunal
Central Sales Tax Act & Sales Tax Acts of Various states and Entry Tax Act 1976 Value Added Tax Central sales tax and Entry tax. 451.82 1992-93 to 2010-11 Appellate Authorities upto Commissioner's level
The Income Tax Act 1961 TDS 39.24 2007-08 to 2016-17 Assessing Officer
The Income Tax Act 1961 Penalty 95.97 A.Y. 2006-07 Income tax Appealte Tribunal
Chhatisgarh Upkar Adhiniyam 1981 Energy Development Cess 5003.80 May 2006 to Jan' 2017 Supreme Court

(viii) Based on our audit procedures and according to the information and explanationsgiven to us the Company has not defaulted in repayment of loans or borrowings to anyfinancial institution or bank or Government or debenture holders as at the balance sheetdate.

(ix) The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments). According to the information and explanationsgiven to us and in our opinion the term loans have been applied progressively for thepurpose for which the loans were obtained.

(x) In our opinion and according to the information and explanations given to us nofraud by the Company or on the Company by its officers or employees has been noticed orreported during the year. Therefore the provisions of clause 3(x) of the Companies(Auditor's Report) Order 2016 are not applicable to the Company.

(xi) The Company has provided for managerial remuneration during the year in accordancewith the requisite approvals mandated by the provisions of Section 197 read with ScheduleV of the Companies Act 2013.

(xii) As the Company is not a Nidhi Company and the Nidhi Rules 2014 are notapplicable to it. Therefore the provisions of clause 3(xii) of the Companies (Auditor'sReport) Order 2016 are not applicable to the Company.

(xiii) The Company has entered into transactions with related parties in compliancewith the provisions of Section 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under AccountingStandard (AS) 18 Related Party Disclosures specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.

(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review. Thereforethe provisions of clause 3(xiv) of the Companies (Auditor's Report) Order 2016 are notapplicable to the Company.

(xv) The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Therefore the provisions of clause 3(xv) of the Companies(Auditor's Report) Order 2016 are not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Therefore the provisions of clause 3(xvi) of the Companies(Auditor's Report) Order 2016 are not applicable to the Company.

For O P Singhania & Co.

(ICAI Firm Regn. No.002172C)

Chartered Accountants

Sanjay Singhania

Partner

Membership No.076961

Raipur 6th June 2017

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 of SardaEnergy & Minerals Limited ("the Company") as of 31st March 2017 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year 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'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

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 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 Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively 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 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 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 ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material 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 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 31st 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 O P Singhania & Co.

(ICAI Firm Regn. No.002172C) Chartered Accountants Sanjay Singhania

Partner

Membership No.076961

Raipur 6th June 2017