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Shiva Cement Ltd.

BSE: 532323 Sector: Industrials
NSE: N.A. ISIN Code: INE555C01029
BSE LIVE 15:29 | 17 Nov 30.65 1.45
(4.97%)
OPEN

30.65

HIGH

30.65

LOW

30.40

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 30.65
PREVIOUS CLOSE 29.20
VOLUME 83641
52-Week high 41.40
52-Week low 7.42
P/E
Mkt Cap.(Rs cr) 598
Buy Price 30.65
Buy Qty 245268.00
Sell Price 0.00
Sell Qty 0.00
OPEN 30.65
CLOSE 29.20
VOLUME 83641
52-Week high 41.40
52-Week low 7.42
P/E
Mkt Cap.(Rs cr) 598
Buy Price 30.65
Buy Qty 245268.00
Sell Price 0.00
Sell Qty 0.00

Shiva Cement Ltd. (SHIVACEMENT) - Auditors Report

Company auditors report

To The Members of Shiva Cement Limited

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Shiva Cement Limited("the Company") which comprise the Balance Sheet as at 31st March 2016 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory 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 financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors' 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 there under.

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 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 statements 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 audit alsoincludes 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 (standalone) financial statements.

Basis for Qualified Opinion

(1) The company is prima facie not eligible to accept public deposits under theCompanies Act 2013 and the Companies (Acceptance of Deposit) Rules 2014 and has notcomplied with the provisions thereof. However the company has obtained expert opinion onthe subject and has continued to accept hold & renew the deposits.

(2) The Company has defaulted in the repayment of installments relating to redemptionof preference shares of Rs. 65.00 lacs and term loan installments and interest of Rs.54.77lacs due to banks and financial institutions. We have been informed that the managementhas approached the preference shareholders for deferment of over due installments.

(3) The company was irregular in deposit of statutory dues during the year. Statutorydues amounting to Rs. 437.18 lacs were outstanding for more than six months as at 31stMarch 2016.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion paragraph above the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2016 its profit and its cash flows for the yearended on that date.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor's Report) Order 2016 ("theOrder") as amended issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order.

(2) As required by Section143(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 Profit and Loss Statement and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

(d) 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;

(e) On the basis of the written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of Section 164(2) of theAct.

(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 Auditors' 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 if any on itsfinancial position in its financial statements- Refer Note 28(1) to the financialstatements;

(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses;

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

For Tibrewal Chand & Co
Chartered Accountants
F.R.N311047E
Sd/-
Place : Rourkela CA Ratiraj Tibrewal
Date:30-05-2016 Partner
(M.No. 062000)

Annexure "A" to the Independent Auditors' Report for 2015-16 of Shiva CementLimited

Referred to in paragraph 1 under the heading ‘Report on Other Legal &Regulatory Requirement' of our report of even date to the financial statements of theCompany for the year ended March 31 2016:

(1) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable havingregard to the size of the Company and nature of its assets. No material discrepancies werenoticed on such physical verification.

(c ) The title deeds of immovable properties are held in the name of the company.

(2) (a) The inventories have been physically verified during the year by the managementat reasonable intervals. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventories and the discrepanciesnoticed on physical verification were not material and the same have been properly dealtwith in the books of account.

(3) The company has not granted any loans secured or unsecured to companies firmslimited liability partnership or other parties covered in the register maintained undersection 189 of the act. Hence provisions of clause 3 (iii) (a) to (c) are not applicableto the company for the year under the report

(4) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of loans investments guarantees and security.

(5) The company had accepted public deposits under Section 58A of the Companies Act1956 and rules made under that Act. The company has been generally regular in repayment ofsuch deposits and interest thereon on due dates in accordance with the terms andconditions of such "Earlier Deposits". However prima facie the company is noteligible to accept public deposits under the Companies Act 2013 and the Companies(Acceptance of Deposit) Rules 2014 and has not complied with the provisions thereof. Thecompany has although obtained expert opinion on the subject and has continued to accepthold & renew the Deposits. We were explained that the National Company Law Tribunalhas not passed any order during the year under audit.

(6) The Central Government has prescribed maintenance of Cost Records under sub-Section(1) of Section 148 of the Companies Act 2013 in respect of cement manufacturingactivities of the company. We have broadly reviewed the accounts and records of thecompany in this connection 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 said records with a view to determine whether they are accurate orcomplete.

(7) (a) The company is not regular in depositing undisputed statutory dues with theappropriate authorities. The following dues which were outstanding for a period of morethan six months as at the balance sheet date : --

NATURE OF DUES AMOUNT IN LACS
Income Tax Deducted at Source 8.99
Income Tax Collected at Source 0.02
Excise Duty Payable 89.77
Entry Tax 5.01
Employees' State Insurance 2.27
Service Tax Payable 19.96
Ed. Cess on Service Tax 0.26
SHEC. On Service Tax 0.13
Employee's Provident Fund 18.02
Value Added Tax 171.75
Cess Duty payable 0.01
Income tax 120.99
Total 437.18

(b) As per information and explanation given to us and records examined there are nodues of provident fund employees' state insurance Income tax Service tax duty ofcustoms duty of excise and cess which have not been deposited on account of any disputeexcept the following:

Name of the Statue Nature of Dues Amount Under Dispute (Rs. Lacs) Period to which the amount relates From where the dispute is pending
Orissa Sales Tax Act Sales Tax 140.87 1992-93 to 2004-05 Appellate Authority up to Commissioner's level
Orissa Sales Tax Act Sales Tax 47.25 1995-96 High Court
Orissa Sales Tax Act Sales Tax 1.88 2008-11 Appellate Authority up to Commissioner's level
Central Sales Tax Act CST 3.28 1998-99 to 2004-05 Appellate Authority up to Commissioner's level
Central Sales Tax CST 8.69 1995-96 High Court
Orissa Entry Tax Entry Tax 9.12 1990-00 to 2004-05 Appellate Authority up to Commissioner's level
Orissa Entry Tax Entry Tax 2.94 2008-11 Appellate Authority up to Commissioner's level
Central Excise Excise 19.60 2005-10 CESTAT
Central Excise Excise 3.62 2012-13 Commissioner Appeals Central Excise- Bhubaneswar

(8) In our opinion and according to the information and explanations given to us theCompany has defaulted in the repayment of dues to the following banks & financialinstitutions.

Banks/Financial Institution Period of Default Amount in Lacs
Canara Bank 3 months 33.58
Tata Capital Financial Services Limited 3 months 21.19
Total 54.77

The Company has not issued any debentures.

(9) The company has not raised any new term loans during the year. The term loansoutstanding at the beginning of the year were applied for the purposes for which they wereraised on overall basis. Further the company has not raised moneys by way initial orfurther public offer (including debt instruments).

(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 we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

(11) The managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act;

(12) In our opinion the company is not a Nidhi Company Therefore the provisions ofclause (xii) of the order are not applicable to the company.

(13) The Company has entered into transactions with related parties in compliance withthe provisions of Section 188 and Section 177 (4) (iv)of the Act. The details of suchrelated party transactions have been disclosed in the financial statements as requiredunder Accounting Standard (AS) 18 Related Party Disclosures specified under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

(14) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.

Accordingly the provisions of clause 3 (xiv) of the Order are not applicable to theCompany and hence not commented upon.

(15) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with them. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.

(16) In our opinion the company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi)of the Order are not applicable to the Company and hence not commented upon.

For Tibrewal Chand & Co.
Chartered Accountants
F.R.No: 311047E
Sd/-
CA Ratiraj Tibrewal
Place: Rourkela Partner
Date: 30/05/2016 M. No: 062000

"Annexure B" to the Independent Auditor's Report of even date on theStandalone Financial Statements of Shiva Cement Limited

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 ShivaCement Limited ("the Company") as of March 31 2016 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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 Corporation considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India. 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 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 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

(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 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

(3) 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 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 March 31 2016 based on theinternal control over financial reporting criteria established by the Corporationconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For Tibrewal Chand & Co.
Chartered Accountants
F.R.No: 311047E
Sd/-
CA Ratiraj Tibrewal
Place: Rourkela Partner
Date: 30/05/2016 M. No: 062000