To the Members of Barak Valley Cements Limited,

Report on the Financial Statement

We have audited the accompanying standalone financial statements of BARAK VALLEY CEMENTS LIMITED (‘the Company’), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the 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 and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of the of appropriate accounting policies; making judgements 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 statements that give a true and fair view and are free from material misstatement , whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into accounts the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operative effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s management, as well as evaluating the overall presentation of the financial statements.

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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us,the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2015;

(ii) In the case of the Statement of Profit and Loss, of the Profit of the company for the year ended on that date; and

(iii) In the case of Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

Report on other Legal & Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 ("the Order")as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 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 appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement 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 Accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 ;

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act;

f) With respect to the other matters included in the Auditor’s report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 and to best of our information and according to the explanation given to us.

(i) The company has disclosed the impact of pending litigations on its financial position in its financial statement.

(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.

For Kumar Vijay Gupta & Co.,
Chartered Accountants

Firm Registration No. 007814-N

Sd/-
(CA. Mahesh Goel)
Place : New Delhi Partner
Date : 30th May, 2015 M. No. 088958

ANNEXURE TO THE AUDITORS’ REPORT

The Annexure referred to in Paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report for the year ended 31st March 2015.

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the company are physically verified by management according to a phased programme on a rotational basis, which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of inventory as compared to book records.

3. The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. So, the provisions of paragraph 3(iii) are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of Inventories and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuous failure to correct major weaknesses in these internal controls.

5. On the basis of our examination of books and records of the company, in our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public during the year and therefore the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or other relevant provisions of the Companies Act and the rules framed there under are not applicable to the company.

6. We have broadly reviewed the accounts and records maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made any detailed examination of the said records.

7. (a) The company is generally regular in depositing undisputed statutory dues including provident fund, income-tax, sales –tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to it, with the appropriate authorities. There were no arrears of statutory dues as at 31st March’ 2015 except for a sum of Rs.10,60,140/- on account of Cess on cement for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the particulars of disputed taxes and duties as at March 31,2015 which have not been deposited with the appropriate authorities, are as under:

(Rs. in Lakhs)
Name of the Statute Nature of Dues Amount (Rs. in Lakhs) Period to which amount relates Forum where dispute is pending
Income – Tax Act, 1961 Income-Tax demand 169.13 A. Yr. 2007-08 to 2011-12 Commissioner of I. Tax(Appeals), Kolkata.
Assam Entry Tax Act, 2008 Entry-Tax demand 90.79 2005-06 to 2008-09 Commissioner of Taxes, Assam.

(c) According to the information and explanations given to us, there is no such amount which is required to be transferred to the Investor education and protection fund in accordance with the relevant provisions of the companies Act, 2013 and rules made there under.

8. The company has no accumulated losses at the end of the financial year under report. It has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and as per the information and explanation given by the management, the company has not defaulted in repayment of dues to financial institutions or banks. The company has not issued any debentures.

10. In our opinion and on the basis of information and explanations given to us, the terms and conditions of guarantee given by the company for from loan taken from banks by its subsidiaries, are not prima facie prejudicial to the interest of the company.

11. In our opinion and on the basis of information and the explanation given to us, the term loans were applied for the purpose for which the loans were raised.

12. According to the information and explanations given to us, and based upon the audit procedures performed during the year, we report that no fraud, on or by the Company has been noticed or reported during the year.

For Kumar Vijay Gupta & Co.,
Chartered Accountants

Firm Registration No. 007814-N

Sd/-
(CA. Mahesh Goel)
Place : New Delhi Partner
Date : 30th May, 2015 M. No. 088958