TO THE MEMBERS OF VISA STEEL LIMITED
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of VISA SteelLimited ("the Company") which comprise the Balance Sheet as at March 31 2016the Statement 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
2. 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 to 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)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of 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 standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting standards and matters which are required to be included in theaudit report.
5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the standalone financial statements. The procedures selected dependon the auditors' judgment including the assessment of the risks of material misstatementof the standalone financial statements whether due to fraud or error. In making thoserisk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances. Anaudit also includes 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 standalone financial statements.
7. 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.
8. 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 March 31 2016 and its loss and its cash flows for the year ended on that date.
Emphasis of Matter
9. We draw attention to Note 44 to the standalone financial statements regarding thepresentation of the same ongoing concern basis. The Company has incurred a net loss of Rs.5835.47 Million during the year ended March 31 2016 and as of that date the Company'scurrent liabilities exceeds its current assets by Rs. 15843.22 Million and the Company'snet worth has been eroded as at the balance sheet date. These conditions along with othermatters as set forth in the aforesaid Note indicate the existence of a materialuncertainty that may cast significant doubt about the Company's ability to continue as agoing concern. Our opinion is not qualified in respect of this matter.
10. We draw your attention to Note 14 to the standalone financial statements regardingthe decline in the value of the Company's long term strategic investment in Visa SunCokeLimited (a subsidiary) whose net-worth has partially eroded as on March 31 2016 and forwhich a provision for other than temporary decline in the value of the investment inaccordance with Accounting Standard (AS) 13 Accounting for Investments' is notconsidered necessary by the Management for the reasons stated therein. Our opinion is notqualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
11. As required by the Companies (Auditor's Report) Order 2016' issued by theCentral Government of India in terms of sub-section (11) of Section 143 of the Act(hereinafter referred to as the "Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure B a statement on thematters specified in paragraphs 3 and 4 of the Order.
12. 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 statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
(e) The matter mentioned in paragraph 9 of Emphasis of Matter above in our opinionmay have an adverse effect on the functioning of the Company.
(f) 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.
(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 A.
(h) 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 knowledge and belief and according to the information andexplanations given to us:
i) The Company has disclosed the impact if any of pending litigations as at March 312016 on its financial position in its standalone financial statements Refer Note22.
ii) The Company has long-term contracts including derivative contracts as at March 312016 for which there were no material foreseeable losses as at March 31 2016.
iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 31 2016.
For Lovelock & Lewes
Firm Registration Number - 301056E
Membership Number 51790
Date: 27 May 2016
ANNEXURE A TO INDEPENDENT AUDITORS' REPORT
Referred to in paragraph 12 (g) of the Independent Auditors' Report of even date to themembers of Visa Steel Limited on the standalone financial statements for the yearended 31.03.2016.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act
1. We have audited the internal financial controls over financial reporting of VisaSteel Limited ("the Company") as of March 31 2016 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
2. 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 Act.
3. 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 deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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.
5. 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
6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and Directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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
7. 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.
8. 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 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 Lovelock & Lewes Firm Registration Number - 301056E
Partner Membership Number 51790
Date: 27 May 2016
ANNEXURE B TO INDEPENDENT AUDITORS' REPORT
Referred to in paragraph 11 of the Independent Auditors' Report of even date to themembers of Visa Steel Limited on the standalone financial statements as of and forthe year ended March 31 2016. i. (a) The Company is maintaining proper records showingfull particulars including quantitative 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 three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the management during the year and no material discrepancies have been noticedon such verification.
(c) The title deeds of immovable properties as disclosed in Note 13A on fixed assetsto the financial statements are held in the name of the Company.
ii. The physical verification of inventory have been conducted at reasonable intervalsby the Management during the year. The discrepancies noticed on physical verification ofinventory as compared to book records were not material.
iii. The Company has granted unsecured loan to one company covered in the registermaintained under Section 189 of the Act. The Company has not granted any other secured/unsecured loans to firms/Limited Liability Partnership/ other parties covered in theregister maintained under Section 189 of the Act.
(a) In respect of the aforesaid loans the terms and conditions under which such loanswere granted are not prejudicial to the Company's interest.
(b) In respect of the aforesaid loan an amount aggregating Rs. 2.74 Million is overdueas at Balance Sheet date as the party is not repaying the principal amount as stipulatedand is also not regular in payment of interest thereon.
(c) In respect of the aforesaid loans the total amount overdue for more than ninetydays as at March 31 2016 is Rs.1.99 Million. In such instances in our opinionreasonable steps have been taken by the Company for the recovery of the principal amountsand interest thereon.
iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and Section 186 of the CompaniesAct2013 in respect of the loans and investments made and guarantees and securityprovided by it as applicable.
v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.
vi. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products.
We have broadly reviewed the same and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not however madea detailed examination of the records with a view to determine whether they are accurateor 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 generally regular in depositingundisputed statutory dues in respect of provident fund employees' state insurance valueadded tax sales tax entry tax profession tax service tax income tax labour welfarecess though there has been a slight delay in a few cases and is regular in depositingundisputed statutory dues including duty of customs duty of excise and other materialstatutory dues as 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 service-tax duty of customs which have notbeen deposited on account of any dispute. The particulars of dues of income tax duty ofexcise sales tax and value added tax as at March 31 2016 which have not been depositedon account of a dispute are as follows:
|Name of the statute ||Nature of dues ||Amount (Rs. In Million) ||Period to which the amount relates ||Forum where the dispute is pending |
|Income Tax Act 1961 ||Income Tax ||28.13 ||Assessment Year 2006-07 ||The Commissioner of Income Tax Appeals Kolkata |
|Central Excise Act 1944 ||Central Excise ||10.95 ||Financial Year 2008-09 to 2010-11 ||Custom Excise & Service Tax Appellate Tribunal Kolkata |
|Central Sales Tax Act1956 ||Central Sales Tax ||0.02 ||Financial Year 1999-2000 ||Commissioner of Sales Tax |
|Central Sales Tax Act1956 ||Central Sales Tax ||111.81 ||Financial Year 2007-08 to 2009-10 ||High Court of Odisha |
|Central Sales Tax Act1956 ||WB CST ||43.07 ||Financial Year 2006-07 ||The Revision Board |
|Andhra Pradesh Value ||AP-VAT ||3.43 ||Financial Year 2010-11 ||Deputy Commissioner |
|Added Tax Act 2005 || || || || |
|Central Sales Tax Act1956 ||WB VAT ||0.31 ||Financial Year 2010-11 ||The Revision Board |
|Central Sales Tax Act1956 ||WB VAT ||1.10 ||Financial Year 2011-12 ||The Revision Board |
viii. According to the records of the Company examined by us and the information andexplanations given to us except for loans or borrowings from banks and financialinstitution aggregating Rs. 9867.55 Million for the period as set out below the Companyhas not defaulted in repayment of loans or borrowings to any financial institution or bankor Government or dues to debenture holders as at the balance sheet date.
|Name of lender ||Nature of dues ||Amount of Default ||Period of Default |
| || ||(Rs. In Million) || |
|Andhra Bank ||Principal & Interest ||410.71 || |
|Bank of Baroda ||Principal & Interest ||316.84 || |
|Bank of India ||Principal & Interest ||115.48 || |
|Canara Bank ||Principal & Interest ||247.01 ||Refer Note 5 (D) to the standalone financial statements |
|Central Bank of India ||Principal & Interest ||619.68 || |
|Corporation Bank ||Principal & Interest ||13.30 || |
|Dena Bank ||Principal & Interest ||113.99 || |
|Exim Bank ||Principal & Interest ||194.01 || |
|HUDCO ||Principal & Interest ||166.71 || |
|Indian Overseas Bank ||Principal & Interest ||380.01 || |
|Oriental Bank of Commerce ||Principal & Interest ||1300.27 || |
|Punjab National Bank ||Principal & Interest ||975.40 || |
|Small Industries Development ||Principal & Interest ||1.75 || |
|Bank of India || || || |
|State Bank of Hyderabad ||Principal & Interest ||216.06 || |
|State Bank of India ||Principal & Interest ||2188.75 ||Refer Note 5 (D) to the standalone financial statements |
|State Bank of Travancore ||Principal & Interest ||50.21 || |
|Syndicate bank ||Principal & Interest ||1003.34 || |
|UCO Bank ||Principal & Interest ||416.47 || |
|Union Bank of India ||Principal & Interest ||716.62 || |
|Vijaya Bank ||Principal & Interest ||420.94 || |
|Total || ||9867.55 || |
ix. In our opinion and according to the information and explanations given to us themoneys raised by way of term loans have been applied for the purposes for which they wereobtained. However the Company has not raised any moneys by way of initial public offer orfurther public offer (including debt instruments).
x. 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.
xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct and Notes 20 (a) to 20 ( c) to the standalone financial statements.
xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 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 of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
Accordingly the provisions of Clause 3(xvi) of the Order are not applicable to theCompany.
For Lovelock & Lewes Firm Registration Number - 301056E
Partner Membership Number 51790
Date: 27 May 2016