The Members of Saurashtra Cement Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Saurashtra Cement Limited (`the Company') which comprise the Balance Sheet as at March 31 2019 the Statement of Profit and Loss (including other Comprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information (herein after referred to as `standalone financial statements').
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Companies Act 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended (Ind AS) and other accounting principles generally accepted in India of the state of affairs of the Company as at March 31 2019 the Loss and total comprehensive income changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of most signi_cance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. We have determined the matters described below to be the general key audit matters to be communicated in our report.
|Key Audit Matter||How was the matter addressed in our audit|
|Recognition of Deferred Tax Assets||Our audit procedures include the following substantive procedures:|
|The Company has recognized Deferred Tax Assets on the unused tax losses and unused tax credit (MAT Credit entitlement) which involves significant judgement to determine whether there will be probability of taxable income against which the tax losses will be realized or tax credit will be utilized.||- Obtained details of completed tax assessments up to year ended March 31 2019 from management.|
|- We involved our internal experts to review management's underlying assumptions in estimating the tax provision.|
|We have considered this matter to be key audit matter considering the significant judgement involved in estimating future taxable income against which such assets can be realized within allowed time frame.||- Our internal experts also considered legal precedence and other rulings in evaluating management's position on these tax provisions.|
|Refer Note 18 to the Standalone Financial Statements||- We evaluated the projections of profitability and key assumptions used in projections by comparing them to approved business plan by the management on the basis of which it is considered that the company will have sufficient taxable income against which the tax losses will be realized or tax credit will be utilized.|
|- Verified that recognition of such assets is made in accordance with Ind AS 12 Income Taxes.|
|Uncertain tax position under Indirect Tax Laws||Our audit procedures include the following substantive procedures:|
|The Company has material tax litigations pending under various indirect tax laws. The litigation involves significant judgement to determine the possible outcome based on which accounting treatment is given to the disputed amount.||- Obtained the details of uncertain tax position and gained understanding thereof.|
|- Read and analyzed relevant communication with the authorities and legal consultants.|
|We have considered these matters to be key audit matter given the magnitude of potential outflow of economic resources and uncertainty of potential outcome.||- We have perused the opinion of legal consultant obtained by the management on possible outcome of the litigation.|
|Refer Notes 22 & 33 to the Standalone Financial Statements||- Discussed with senior management and evaluated management's assumptions regarding provisions made.|
|- Verified that accounting treatment / disclosure in respect of pending litigations is in accordance with Ind AS 37 Provisions Contingent Liabilities and Contingent Assets.|
|Impairment of Capital Work in Progress (CWIP)||Our audit procedures include the following substantive procedures:|
|The Company has incurred the expenditure of ? 8107.17 Lakhs on expansion project in earlier years. The expenditure comprised of cost of imported plant & machineries (including related stores and spares) civil work and pre-operative expenses (including interest capitalized). The amount is shown under Capital Work in Progress. The project was suspended in the year 2005.||- Obtained the details of assets and expenditure incurred in respect of expansion project.|
|- Carried out physical verification of the assets and assessed their condition.|
|However the company intends to install the assets at a later date depending upon the market condition.||- Discussed with senior management about their plan for utilization of the assets at a later date.|
|- Assessed the valuation expert's competency and objectivity;|
|Considering this the valuation of assets has been done by obtaining report of project consultant. Based on the valuation report aggregate provision of ? 4551.14 Lakhs up to March 31 2019 has been made for impairment of the said assets.||- Perused the valuation report of the valuation expert and reviewed methods and underlying assumptions on the basis of which valuation has been made.|
|We have considered this matter to be key audit matter considering the significant judgement involved in valuation of assets for the purpose of determining Impairment.||- Verified the working of the amount of provision made for impairment of the assets.|
|Refer Note 2 to the Standalone Financial Statements||- Verified that accounting treatment / disclosure in respect of impairment of assets is in accordance with Ind AS 36 Impairment of Assets.|
|Rebates Discounts and Incentives to customers||Our audit procedures include the following substantive procedures:|
|The Company sells its products through various channels such as dealers and commission agents (customers) and provides rebates / discounts as well as recognises liabilities related to incentives payable to them under various marketing schemes.||- Obtained an understanding from the management with regard to controls relating to recording of incentives and period end outstanding value of performance obligations and tested the operating effectiveness of such controls.|
|As per the accounting policy of the Company the revenue is recognised upon transfer of control of goods to the customer and is stated net of rebates discounts and incentives. Rebates discounts and incentives are administered through various schemes.||- Tested the inputs used in the estimation of revenue in context of incentives.|
|- Ensured the completeness of liabilities recognised by evaluating the parameters for the schemes.|
|So far as incentives are concerned for determination of revenue the management is required to make significant estimates in respect of the followings:||- Analysed past trends by comparing actuals with the estimates of earlier periods.|
|- Verified that rebates discounts and incentives are appropriately authorized.|
|- The incentives linked to sales which will be given to the customers pursuant to schemes offered by the Company;||- Verified that accounting treatment is in accordance with Ind AS 115 Revenue from Contracts with Customers.|
|- Benefits offered by the dealers to the ultimate consumers is also considered on behalf of the company.|
|The amount of rebates and discounts are material items and incentives involve significant estimates by the management.|
|Hence the matter has been considered to be a key audit matter.|
|Refer Note 22 to the Standalone Financial Statements|
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board's Report including Annexures to Board's Report and Shareholder's Information but does not include the financial statements and our auditor's report thereon. The other information is expected to be made available to us after the date of this auditor's report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (the Act) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position financial performance total comprehencive income changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement whether due to fraud or error.
In preparing the Standalone Financial Statements management is responsible for assessing the Company's ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.
As part of an audit in accordance with SAs we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists we are required to draw attention in our auditor's report to the related disclosures in the financial statements or if such disclosures are inadequate to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation structure and content of the standalone financial statements including the disclosures and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that individually or in aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine those matters that were of most signi_cance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. 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 best of 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 the Company so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
d) In our opinion the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.
e) On the basis of the written representations received from the directors as on March 31 2019 taken on record by the Board of Directors none of the directors is disqualified as on March 31 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate report in Annexure A. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act as amended we report that in our opinion and to the best of our information and according to the explanations given to us the remuneration paid by the Company to its Managing and Executive Directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended in our opinion and 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 financial position in its Standalone Financial statements - Refer Note 33 to the Standalone Financial statements.
(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31 2019.
2. As required by the Companies (Auditor's Report) Order 2016 (the Order) issued by the Central Government in terms of section 143 (11) of the Act we give in the Annexure B a statement on the matters specified in the paragraphs 3 and 4 of the order.
|For Manubhai & Shah LLP|
|ICAI Firm Registration No. 106041W /W100136|
|Place: Mumbai||(K C Patel)|
|Date: May 25 2019||Partner|
|Membership No. 30083|
ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report to the members of Saurashtra Cement Limited of even date)
Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (the Act)
In conjunction with our audit of the Standalone Financial statements of Saurashtra Cement Limited (The Company) as of and for the year ended March 31 2019 we have also audited the internal financial controls over financial reporting of the Company.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (`ICAI'). These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:
1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company'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 financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31 2019 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
|For Manubhai & Shah LLP|
|ICAI Firm Registration No. 106041W /W100136|
|Place: Mumbai||(K C Patel)|
|Date: May 25 2019||Partner|
|Membership No. 30083|
ANNEXURE - B TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the members of Saurashtra Cement Limited of even date)
Report on the Companies (Auditor' Report) Order 2016 issued in terms of section 143 (11) of the Companies Act 2013(`the Act') of Saurashtra Cement Limited (`the Company')
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) The Company has a program of verification to cover all the items of fixed assets in a phased manner of three years which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program portion of the fixed assets were physically verified by the Management during the year. According to information and explanation given to us no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company the title deeds of immovable properties other than self-constructed immovable properties (buildings) are held in the name of Company. The self-constructed Building having Gross book value of ? 2411.45 Lakhs (Net Block Rs. 120.57 Lakhs) is on the land of Gujarat Maritime Board which has given license vide agreement dated January 17 1997 to use the land for period of 15 years from the date of completion of construction being October 8 2000. During the year the GMB has renewed the agreement for 10 years effective from November 01 2015 and valid upto October 31 2025.
(ii) Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed.
(iii) (a) According to information and explanations given to us the Company has granted unsecured loan to its subsidiary which is a company covered in the register maintained under Section 189 of the Act. The Company has not granted any other loans secured or unsecured to firms Limited Liabilities Partnerships or other parties covered under Section 189 of the Act.
(b) In respect of aforesaid loan the rate of interest and terms of repayment have been stipulated. Considering the amount involved and the fact that it is given to a subsidiary and for the purpose of which it is given in our opinion the same is not prima facie prejudicial to the interest of the Company.
(iv) In our opinion and according to the information and explanations given to us the Company has complied with the provisions of section 185 and 186 of the Act with respect to the loans and investments made. The company has not given any guarantee or provided any security in connection with the loan to any person or other body corporate and accordingly the question of commenting on compliance with the provisions in respect thereof does not arise.
(v) The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31 2019 and therefore the provisions of the clause 3(v) of the Order are not applicable to the Company.
(vi) We have broadly reviewed the books of account maintained by the Company in respect of cement produced by the Company where pursuant to the rules made by the Central Government 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 prescribed accounts and records have been made and maintained. We have not however made a detailed examination of the records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and based on records of the Company examined by us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund Employees' State Insurance Income Tax Customs Duty Goods and Services Tax and other material statutory dues as applicable with appropriate authorities.
According to the information and explanations given to us and the records of the Company examined by us in our opinion no undisputed amounts payable were in arrears as at March 31 2019 for a period of more than six months from the date they became payable. As informed to us the provisions of the Employees' State Insurance Act are not applicable to the Company.
(b) According to the information and explanations given to us and the records of the Company examined by us the details of disputed statutory dues of Income Tax Service Tax Sales Tax Value Added Tax Excise Duty and other material statutory dues which have not been deposited as at March 31 2019 on account of dispute are as under:
|Name of the Statute||Nature of the Dues||Amount (? in Lakhs) *||Year to which amount relates||Forum where dispute is pending|
|Central Excise Act 1944||Excise Duty||174.05||2006-07 & 2007-08||High Court of Gujarat|
|636.31||2007-08 to 2013-14||CESTAT|
|405.57||2009-10 to 2013-14||CESTAT|
|7.76||2014-15 to 2016-17||CESTAT|
|1.58||2013-14 & 2014-15||Commissioner of Excise Appeals|
|513.25||2014-15 to 2016-17||Commissioner of Excise Appeals|
|The Finance Act 1994||Service Tax||3.90||2006-07 to 2011-12||Jt.Commissioner Excise Bhavnagar|
|Customs Act 1962||Custom Duty||1135.65||2011-12 & 2012-13||CESTAT|
|Gujarat Sales Tax Act 1969||Gujarat Sales Tax||2.09||2005-06||Jt.Commissioner Commercial Tax Rajkot|
* Amount Includes the amount of Interest to the extent provided by the Company in the books of account.
(viii) To the best of our knowledge and according to information and explanations given to us the Company has not defaulted in the repayment of loans to banks. The Company has not taken any loans either from financial institution or Government or has not issued any debentures.
(ix) The Company has raised money by way of Term Loan from Bank and the proceeds were applied for the purposes for which those are raised. The Company has not raised moneys by way of initial public offer or further public offer (Including debt instruments).
(x) To the best of our knowledge and according to the information and explanations given to us no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to information and explanation given to us the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence reporting requirement under paragraph 3 (xiv) of the order is not applicable to the Company. (xv) According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered into any non-cash transactions with Directors or persons connected to directors and hence provisions of Section 192 of the Companies Act 2013 are not applicable to the Company.
(xvi) The Company is not required to be registered under section 45IA of Reserve Bank of India Act 1934.
|For Manubhai & Shah LLP|
|ICAI Firm Registration No. 106041W /W100136|
|Place: Mumbai||(K C Patel)|
|Date: May 25 2019||Partner|
|Membership No. 30083|