resurgere mines minerals india ltd share price Auditors report

Independent Auditors Report

To the Members of RESURGERE MINES AND MINERALS INDIA LIMITED

Report on the Financial Statements

We have audited the accompanying standalone financial statements of RESURGERE MINES AND MINERALS INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, and the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the standalone Financial Statements

The Companys 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 appropriate 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 statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account 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 thereunder.

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 the disclosures in the financial statements. The procedures selected depend on the auditors judgment, 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 Companys 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 operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, 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.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid stand alone 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 except to Note No. 9(**), 10(****), 11 (*), 14 (Note), 15(Note and **),17 (*, **, ***, ****), 19 (*), 35 and 42 in notes on account to the Financial Statements, with regard to Trade Payable, Creditors for Capital Goods, Capital work in progress, Inventories, Trade Receivables, Inter – Corporate Deposits, Mine Deposits, Interest on Inter Corporate Deposits, Advance to suppliers and Subsidiaries, where the Company does not have any confirmation and reconciliation with the parties. Major portion of such transactions does not have any movement since a long time and have remained outstanding for over one year. We are unable to comment upon the reliability of such amount and the consequential adjustments required to be made, if any, in this regard.

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

(b) In the case of the Profit and Loss Account, of the Loss for the year ended on that date.

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") 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, a statement on the matters specified in the paragraph 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 it appears from our examination of those books;

c) The balance sheet, the statement of profit and loss and the 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 the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 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 B , and

g) With respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 financial statements except interest thereon. The unaccounted litigations have been duly disclosed at note no. 26 of Notes on Accounts.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.

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

	For Ranjana Vandana & Co.
	Chartered Accountants
	Firm Registration No.: 008961C
	CA Ranjana Rani
	Partner
	Membership No. 077985
Place: Mumbai
Date: 27th May, 2016

Annexure A to the Auditors Report

The Annexure referred to in our Independent Auditors Report to the members of Resurgere Mines & Minerals India Limited on the standalone financial statements for the year ended March 31, 2016, we report that:

1. In respect of its Fixed Assets:

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

b. The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

c. According to the information and explanation given to us and on the basis of our examination of records of the company, no immovable properties are held in the name of the company.

2. The inventories have been physically verified by the management during the year. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the Loans, secured or unsecured, granted by the company to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act) there is no overdue amount of loan granted to said companies.

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 with respect to loans and investments made.

5. According to the information and explanations given to us, the company has not accepted any deposits from the public.

6. The Central Government has prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 for the activities carried on by the company but the company does not fall under the prescribed norms for maintenance of cost records.

7. In respect of statutory dues:

a) According to the records of the Company, the undisputed statutory dues including Provident Fund, Sales Tax, Services Tax, Customs Duty, Excise Duty, Cess and Income tax have generally not been regularly deposited with the appropriate authorities.

The details of undisputed amount of statutory dues not paid for more than six months as on the close of financial year are us under:

Nature of tax	Amount of demand (Rs in Lacs)	Assessment Year/ Financial Year	Period for which due
Income Tax	378.44	AY 08-09	2007-08
	1022.16	AY 09-10	2008-09
	1001.59	AY 10-11	2009-10
	40.72	AY 11-12	2010-11
TDS	9.37	AY 13-14	2012-13
Service Tax	9.92	FY 11-12	2011-12
	6.54	FY 14-15	2014-15
Sales Tax	0.72	FY 11-12	2011-12
	5.56	FY 12-13	2012-13
	0.69	FY 15-16	2015-16

b) The details of all disputed statutory dues is as under:

Nature of tax	Amount of demand	Assessment	Forum where	Current
	(Rs in Lacs)	Year	dispute is pending	status
Income Tax	148.20	AY 08-09	CIT(A) & ITAT	In process
	1923.23	AY 09-10	CIT(A) & ITAT	In process
	26.50	AY 10-11	CIT(A)	In process
	20.68	AY 11-12	CIT(A)	In process

c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act and rules there under has been transferred to such fund within time.

8. The Company has defaulted in repayment of its dues to banks and financial institutions. Details of default are as follows:

. Name of Institution	Default in Repayment of
	Principal Amount	Interest Amount	For the month	Date of Payment
	(Rs in Lacs)	(Rs in Lacs)
1. Term Loan from Union Bank of India	826.24	799.39	May,2011 to March, 2016	Not Yet Paid
2 Working Capital Loan from State Bank of India, Union Bank of India, Bank of India, Indusland Bank and Barclays Bank	10776.58	9554.43	Jan, 2011 to March, 2016	Not Yet Paid

9. The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company.

10. On the Basis of our examination and according to the information and explanation given to us, no material fraud, on or by the company, has been noticed or reported during the year.

11. According to the information and explanations given to us and on the basis of our examination of records of the company, the company has not paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13. According to the information and explanations given to us all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. According to the information and explanations given to us the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15. According to the information and explanations given to us the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order is not applicable to the Company.

16. The company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

	For Ranjana Vandana & Co.
	Chartered Accountants
	Firm Registration No.: 008961C
	CA Ranjana Rani
	Partner
	Membership No. 077985
Place: Mumbai
Date: 27th May, 2016

Annexure B to the Independent Auditors Report of even date on the standalone financial statements of Resurgere Mines & Minerals India Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Resurgere Mines & Minerals India Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys 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. 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 companys 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.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys 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 Institute of Chartered Accountants of India. 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 auditors judgement, 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 Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys 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 companys 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys 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.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, 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 Ranjana Vandana & Co.
	Chartered Accountants
	Firm Registration No.: 008961C
	CA Ranjana Rani
	Partner
	Membership No. 077985
Place: Mumbai
Date: 27th May, 2016