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UltraTech Cement Ltd.

BSE: 532538 Sector: Industrials
NSE: ULTRACEMCO ISIN Code: INE481G01011
BSE 00:00 | 20 Nov 3976.50 -57.10
(-1.42%)
OPEN

4043.90

HIGH

4043.90

LOW

3965.00

NSE 00:00 | 20 Nov 3976.45 -55.50
(-1.38%)
OPEN

4033.00

HIGH

4046.50

LOW

3960.00

OPEN 4043.90
PREVIOUS CLOSE 4033.60
VOLUME 7197
52-Week high 4594.30
52-Week low 3263.70
P/E 53.47
Mkt Cap.(Rs cr) 109,207
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4043.90
CLOSE 4033.60
VOLUME 7197
52-Week high 4594.30
52-Week low 3263.70
P/E 53.47
Mkt Cap.(Rs cr) 109,207
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

UltraTech Cement Ltd. (ULTRACEMCO) - Auditors Report

Company auditors report

To The Members of UltraTech Cement Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of UltraTechCement Limited ("the Company") which comprise the Balance Sheet as at 31 March2018 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Cash Flows Statement for the year then ended and asummary 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 changes inequity and cash flows 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.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the Standalone Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

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 accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit of the Standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Standalone Ind AS financial statements are freefrom 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 preparation 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 are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern.

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 thestate of affairs of the Company as at 31 March 2018 its profit (including othercomprehensive income) changes in equity and its cash flows for the year ended on thatdate.

Emphasis of matter

We draw attention to Note 32 (b) of the Standalone Ind AS financial statements whichdescribes the following matters: a) In terms of order dated 31 August 2016 theCompetition Commission of India (‘CCI') has imposed penalty of Rs.1175.49 crore foralleged contravention of the provisions of the Competition Act 2002 by the Company. TheCompany had filed an appeal against CCI Order before the Competition Appellate Tribunal(‘COMPAT'). COMPAT has granted stay on the CCI Order on the condition that theCompany deposits 10% of the penalty amounting to Rs.117.56 crore which has since beendeposited. Consequent to reconstitution of Tribunals by the government this matter wastransferred to the National Company Law Appellate Tribunal ("NCLAT"). NCLAT hascompleted its hearing on the matter and order is awaited. Based on a legal opinion andconsidering the uncertainty relating to the outcome of this matter no provision has beenconsidered in the books of account. b) In terms of order dated 19 January 2017 the CCIhas imposed penalty of Rs.68.30 crore pursuant to a reference filed by the Government ofHaryana for alleged contravention of the provisions of the Competition Act 2002 in August2012 by the Company. The Company has filed an appeal before COMPAT and received the stayorder dated 10 April 2017. Consequent to reconstitution of Tribunals by the governmentthis matter has now been transferred to the NCLAT. Based on a legal opinion andconsidering the uncertainty relating to the outcome of this matter no provision has beenconsidered in the books of account.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

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 the Statement of Changes inEquity and Cash Flow Statement and dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid Standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 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 with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its Standalone Ind AS financial statements - Refer Note 32 (a) to theStandalone Ind AS financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on derivative contracts – ReferNote 45 to the Standalone Ind AS financial statements. The Company did not have any otherlong-term contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. The disclosures in the Standalone Ind AS financial statements regarding holdings aswell as dealings in specified bank notes during the period from 8 November 2016 to 30December 2016 have not been made since they do not pertain to the financial year ended 31March 2018.

For B S R & Co. LLP For Khimji Kunverji & Co.
Chartered Accountants Chartered Accountants
Firm's Registration No: 101248W/W-100022 Firm's Registration No: 105146W
Vijay Mathur Ketan Vikamsey
Partner Partner
Membership No: 046476 Membership No: 044000
Mumbai Mumbai
25 April 2018 25 April 2018

Annexure A to the Independent Auditors' Report – 31 March 2018

(Referred to in our report of even date)

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the programme certain fixedassets were physically verified by the Management during the year. In our opinion andaccording to the information and explanations given to us no material discrepancies werenoticed on such verification.

(c) In our opinion and according to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company except for the following which are not heldin the name of the Company:

Particulars Leasehold Land Freehold Land Buildings
Gross block as at 31 March 2018 (Rs. in Crore) 631.42 2377.67 28.77
Net block as at 31 March 2018 (Rs. in Crore) 591.99 2377.67 24.32
Total number of cases 420 2924 32

ii. The inventory except for goods-in-transit and stocks lying with third parties hasbeen physically verified by the management at reasonable intervals during the year. In ouropinion the frequency of such verification is reasonable. For stocks lying with thirdparties at the year-end written confirmations have been obtained and in respect ofgoods-in-transit subsequent goods receipts have been verified or confirmations have beenobtained from the parties. The discrepancies noticed on verification between the physicalstocks and the book records were not material.

iii. In our opinion and according to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under Section189 of the Act. Accordingly paragraph 3(iii) of the Order is not applicable to theCompany.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act with respectto the loans given investments made guarantees given and security provided.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public during the year in terms of theprovisions of Sections 73 to 76 or any other relevant provisions of the Act and the rulesframed there under. Accordingly paragraph 3(v) of the Order is not applicable to theCompany.

vi. We have broadly reviewed the books of account maintained by the Company asspecified under Section 148(1) of the Act for maintenance of cost records in respect ofproducts manufactured by the Company and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. However we have not made adetailed examination of the cost records with a view to determine whether they areaccurate or complete.

vii. (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund Employees' StateInsurance Income-tax Sales-tax Service tax Goods and Service Tax Duty of CustomsDuty of Excise Value added tax Cess and other material statutory dues have beenregularly deposited during the year by the Company with the appropriate authorities.According to the information and explanations given to us no undisputed amounts payablein respect of Provident Fund Employees' State Insurance Income-tax Sales-tax Servicetax Goods and Service Tax Duty of Customs Duty of Excise Value added tax Cess andother material statutory dues were in arrears as at 31 March 2018 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company details of dues of Income-tax Sales-taxService tax Duty of Customs Duty of Excise and Value added tax which have not beendeposited as on 31 March 2018 on account of disputes are given below:

Name of the Statute Nature of the Dues Forum where dispute is pending Period to which amount relates (Assessment Year) Amount* (Rs. in Crore)
Sales Tax / Value Added Tax (VAT) Sales Tax VAT Interest and Penalty Supreme Court 2000 to 2006 186.63
High Court 1988 to 2017 26.09
Tribunal(s) 1985 to 2017 275.99
Appellate Authorities 1990 to 2016 62.13
Assessing Officers 1997 to 2014 2.82
Customs Act 1962 Custom Duty Interest and Penalty High Court 2002 to 2006 46.78
Tribunal(s) 2000 to 2014 196.07
Appellate Authorities 2003 to 2015 0.11
Central Excise Act 1944 Excise Duty Interest and Penalty Supreme Court 1999 to 2011 60.85
High Court 1998 to 2013 178.97
Tribunal(s) 1994 to 2017 1034.76
Appellate Authorities 2003 to 2017 25.98
Finance Act 1994 Service Tax Interest and Penalty Supreme Court 2004 to 2012 20.83
High Court 2004 to 2010 18.21
Tribunal(s) 2005 to 2018 267.69
Appellate Authorities 2006 to 2017 30.81
Income Tax Act 1961 Income Tax Interest and Penalty High Court 2001 to 2006 1.31
Appellate Authorities 2010 to 2012 34.76

* net of amounts paid under protest.

viii. According to the information and explanations given to us and based on therecords of the Company the Company has not defaulted in the repayment of loans orborrowings to financial institutions banks government and dues to debenture holders.

ix. According to the information and explanations given to us the term loans have beenapplied by the Company during the year for the purposes for which they were obtained. TheCompany did not raise money by way of initial public offer or further public offer(including debt instruments) during the year.

x. According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit.

xi. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Standalone Ind AS financial statements as requiredby the applicable accounting standards.

xiv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly 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 ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable to the Company.

xvi. According to the information and explanations given to us the Company is notrequired to be registered under section 45 IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP For Khimji Kunverji & Co.
Chartered Accountants Chartered Accountants
Firm's Registration No: 101248W/W-100022 Firm's Registration No: 105146W
Vijay Mathur Ketan Vikamsey
Partner Partner
Membership No: 046476 Membership No: 044000
Mumbai Mumbai
25 April 2018 25 April 2018

Annexure B to the Independent Auditors' Report of even date on the Standalone Ind ASfinancial statements of UltraTech Cement Limited - 31 March 2018

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

We have audited the internal financial controls over financial reporting of UltraTechCement Limited ("the Company") as at 31 March 2018 in conjunction with our auditof the Standalone Ind AS 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 Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its 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 Act.

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 Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the Standalone Ind AS financial statements whether dueto 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:

(a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(b) 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

(c) 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 31 March 2018 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 ICAI.

For B S R & Co. LLP For Khimji Kunverji & Co.
Chartered Accountants Chartered Accountants
Firm's Registration No: 101248W/W-100022 Firm's Registration No: 105146W
Vijay Mathur Ketan Vikamsey
Partner Partner
Membership No: 046476 Membership No: 044000
Mumbai Mumbai
25 April 2018 25 April 2018