BURN STANDARD COMPANY LIMITED Contents 1 … · by Ministry of Railways, for turning around the...
Transcript of BURN STANDARD COMPANY LIMITED Contents 1 … · by Ministry of Railways, for turning around the...
Contents 1
Board of Directors 2
Chairman’s Speech 3
Director’s Report 6
Auditor’s Report 46
Comments of the Comptroller and Auditor General of India 56
Ten Years’ Digest 62
Accounts 63
BURN STANDARD COMPANY LIMITED
40th ANNUAL REPORT 2015 - 2016
BOARD OF DIRECTORS (As on 01-04-2016)
SHRI DAYANIDHI MARANDI Chairman and Managing Director *
SHRI ANIRUDH KUMARGovernment Director
SMT ABHILASHA JHA MISRAGovernment Director
SHRI SHYAMAL GHOSHSpecial Director, BIFR
SHRI PRAVEEN KUMARNon-Official part-time Director
PROF. BHARATENDU NATH SRIVASTAVANon-Official part-time Director
Company Secretary & DM(F)SHRI SOURABH DATTA GUPTA
Auditor KAY & KAY ASSOCIATES Chartered Accountants
BankersUNITED BANK OF INDIARegistered Ofce :22-B, Raja Santosh Road,Kolkata - 700 027(Since - 16.04.2003)
Engineering Works
HOWRAH
BURNPUR
PROJECT HEAD OFFICE
Refractory and Ceramic Works
RANIGANJ
DURGAPUR
ANDAL
GULFARBARI
JABALPUR
* New Chairman and Managing Director has been appointed w.e.f 20.08.2016
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CHAIRMAN’S SPEECH
AT THE 40TH ANNUAL GENERAL MEETING OF THE COMPANY
Dear Shareholders,
On behalf of the Burn Standard Co Ltd Board of Directors, I have pleasure in presenting the
40th Annual Report on the affairs of the Company along with the audited accounts for the
year ending 31.03.2016.
The notice of the meeting together with Directors' Report and Audited Annual accounts for
the nancial year ending 31.03.2016 has already been circulated.
2. PHYSICAL AND FINANCIAL PERFORMANCE
2.1 During the year ended 31.03.2016 the Company achieved total Revenue of
Rs.138.13 Crores. In previous year 2014-15 the gure was Rs.133.45 Crores.
Total revenue showed an increase of 4% over last year.
2.2 The Company incurred gross loss of Rs.16.96 Crores during the year under report
as against the gross loss of Rs.20.20 Crores incurred during the year 2014-15. The
Net loss of the Company was Rs.28.38 Crores for the nancial year 2015-16 in
comparison to a Net loss of Rs.24.66 Crores during the nancial year 2014-15.
2.3 The Company produced 319 Nos. wagons during the year against 756 Nos. wagons
in the previous year. Wagons orders executed during the year totaled 147 Nos. and
172 Nos. respectively at Howrah and Burnpur Works.
2.4 The Company produced liquid metal of 5027 MT translating to 1538 bogies, 1987
couplers in the nancial year 2015-16 against 4855 MT, 1768 bogies, 1091 couplers
during the nancial year 2014-15.
2.5 The Company registered downfall in nancial performance in spite of growth in
physical performance. This is due to substantial reduction in price of wagons,
galloping hike in costs of inputs, acute shortage of Working Capital resulting into
loss of production/revenue earning on one hand and burden of payment of higher
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CHAIRMAN’S SPEECH contd...
wages on the other, refusal of banker to enhance credit ceiling, delayed payment by
SAIL & non-receipt of matched free supply steel from Rly. in 1st Qtr. are prime
reasons.
3. PROSPECTIVE GROWTH
3.1 Due to drastic reduction in wagon price the Company took the challenge of repair of
wagons for East Central Railways at Mughalsarai, beside the regular repair of
wagons undertaken at Company's Howrah Works and Burnpur Works. During the
year ended 31.03.2016 total repair of wagon jobs executed 2277 Nos., out of which
Howrah Works and Burnpur Works 1439 Nos. and Mughalsarai 838 Nos.
3.2 The Company will get sufcient number of Wagon orders for rehabilitation / repair of
various types of Railway Wagons to execute the order either in participating in the
tender or obtaining order from Indian Railways on nomination basis.
3.3 Manufacturing of Barges has become a new venture of business which is adding
feather in its core activities. The Company is exploring the idea of venturing into
Monorail in Kolkata.
4. RESEARCH & DEVELOPMENT
The Company has already got approval to fabricate Steel structure bridge. The
Company has also taken the initiative to arrange manufacturing of medium and
small ship including house boat for fabrication.
5. ACKNOWLEDGMENT
I express my sincere thanks to the different Ministries of Government of India
specially, that of Railways, Heavy Industries & Public Enterprises, Steel, Finance,
various Departments of Government of India/State Governments, Braithwaite &
Company and other peer PSUs for their valued support and look forward to
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continued support in future. I thank all my colleagues on the Board for their resolute
support and consistent encouragement. I would also place on record my
appreciation to the employees for their commitment in the progress of the Company.
I also thank the Bankers, Auditors, Lenders, Suppliers and Customers for extending
support to the Company throughout the year, the categories of employees and all
Trade Unions of all the Units for their contribution during the year and expect that
they would continue their sustained efforts for improving the performance of the
Company in the coming days.
For and on behalf of theBoard of Directors
Place : Kolkata ( MD. ASAD ALAM )
thDated : 24 November, 2016 CHAIRMAN & MANAGING DIRECTOR
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CHAIRMAN’S SPEECH contd...
DIRECTOR’s REPORT
Gentlemen,
The Directors have the pleasure in presenting the 40th Annual Report along with the
Audited Accounts for the year ended 31.03.2016.
1.0 OVERALL PERFORMANCE :
1.1 During the year ended 31.03.2016, the Company achieved Total Revenue of
Rs.138.13 crores. In previous year (2014-15) the gure was Rs. 133.45 crores. 1.2 The Company incurred Gross Loss of Rs. 16.58 crores during the year under report as
against the Gross Loss of Rs. 20.20 crores incurred during the previous year
(2014-15). 1.3 During the year under report, the Company produced 318 wagons as against
707 wagons in the previous year (2014-15), 1716 Bogies as against 1768 Bogies in
the previous year (2014-15)
2 STATE OF COMPANY AFFAIRS / OPERATING RESULTS u/s 134(3)(i) & (j):
During the year 2015-16, the Company registered Net Loss of Rs. 28.37 crores
against Net Loss of Rs. 24.66 crores for the previous year 2014-15.
The salient features of Operating Results for the year 2015-16 vis-à-vis previous
year 014-15 are tabulated below:
Since the Company is incurring loss there is no transfer to reserve.
( Rs. in crores )
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3 FINANCIAL & CAPITAL STRUCTURE :
The capital structure of the Company as on 31.03.2015 vis-à-vis 31.03.2016 is as follows :
4 RECENT GROWTH AND PROSPECTIVE GROWTH :
In nancial terms the turnover was up by 3.5%.The Company earned Operating Loss before depreciation, interest and Extraordinary item of Rs. -1.04 crores during the year under report as against the Operating Prot of Rs. 3.49 Crores incurred during 2014-15. Various steps have already been taken by the management, duly supported by Ministry of Railways, for turning around the nance of the company.
5 SECURED ORDER POSITION :
Our Company secured new orders for a total number of 2101 VU wagons in 2015-16 of Rs.190.87 crores against 389 VU wagons of Rs. 48.50 crores in 2014-15 and Rs.18.01 crores for Railways Bogie orders and 112.61 crores for Railway wagon repair. The order available for execution is 2583 VU wagons of Rs.308.46 crores and 62 crores for Railway components and 66.05 crores for Railways components i.e. total
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order available for execution of Rs.436.50 in 2015-16 against 389 VU wagons of Rs.48.50 crores in corresponding year 2014-15.
Export:
At present there is no export order.
6. RESEARCH & DEVELOPMENT :
Burn Standard stands for quality. The workforce has been motivated in such a way which can produce only the quality products. Every section of the shops and each stage of production are always under strict vigilance of the quality control supervisors. As a result, Burn Standard can produce any product within its manufacturing range conrming to global specications to the entire satisfaction of the customers.
Burn Standard is in the process of developing Light Weight Low Height 25 Ton Axle Load Bogie (LWLH 25) for Broad Gauge Wagon which is rst time in India by a wagon manufacturer.
Burn Standard is also in the process of developing BOXNS Wagon tted with 25 Ton Axle Load Bogie against prevailing 22.9 Ton Axle Load Bogie and manufacture of proto type wagon is in the advanced stage.
Development of 71-BD Draft Gear, which is an import substitute is also in the process and is likely to be developed shortly.
7.0 PERSONNEL & INDUSTRIAL RELATIONS :
7.1 During the year 2015-16, the strength of permanent employees as on 31.03.2016 was 610 as against 683 as on 31.03.2015. The reduction in manpower has been effected due to natural separation like superannuation, death etc., as also by restricting recruitment.
7.2 Pursuant to Company's policy of continuous skill development including enrichment of professional knowledge vis-à-vis strength of employee having been reduced considerably, only selected employees of different Units and Head Ofce at different levels were nominated for different Seminars / Training Programmes / Workshops organised both In-house and Out-house during the year under review.
7.3 The Company provided both statutory and non-statutory welfare facilities to the employees of different Units within its nancial limitations.
7.3 Overall industrial relation in the Company was satisfactory.
DIRECTOR’s REPORT Contd...
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8 MOU PERFORMANCE :
Based on nancial performance and achievement of other parameters laid down, your company is likely to be rated 'Fair' as per the Memorandum of Understanding (MoU), signed by the Company with the Government of India for the Financial Year 2016-17.
9 IMPLEMENTATION OF OFFICIAL LANGUAGE :
During the year 2015-16, the Company pursued the policies of Government of India on implementation of Ofcial Language. Steps were taken for ensuring compliance of the Ofcial Language Policy. A Workshop on “Noting & Drafting in implementation of Ofcial Language in Ofce” was organised on 17.03.2016 at Head Ofce in which employees participated spontaneously and effectively.
10 AUDITORS
Your Company appointed the following auditing rms for carrying out various audit functions of your Company for the nancial year 2015-16:
a) Statutory Auditor : Kay & Kay Associates
b) Cost Auditor : Bandyopadhyaya Bhaumik &Co
c) Internal Auditors : Sarkar Gurumurthy & Associates and George Read & Co.
d) Secretarial Auditors : Subhasis Bosu & Co.
11 REPORT OF THE STATUTORY AUDITORS AND COMMENTS OF COMPTROLLER AND AUDITOR GENERAL OF INDIA ON THE ACCOUNTS FOR 2015-16 u/s 134(3)(f)
11.1 The Comptroller and Auditor General of India appointed Kay & Kay Associates, Chartered Accountants, as the Statutory Auditors of the Company for 2015- 16.
11.2 The reports of the Statutory Auditors on the Accounts of the Company for 2015-16 are annexed to this Report. Auditors' comments in their Report are self-explanatory and have been suitably explained in the Notes on Accounts. The explanation given by the Board to the observation is enclosed here in Annexure II. (page 20)
11.3 Under section 619(4) of the Companies Act, 1956, the Comptroller and Auditor General of India have given their comments on the Accounts of the Company for the year ended 31.03.2016 which is self explanatory. The necessary explanation on the qualication of the report of the CAG, if any, shall be given separately.(page 56)
DIRECTOR’s REPORT Contd...
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12 SUBSIDIARY COMPANIES, JV AND ASSOCIATE U/S 134(3)(q) AND RULE 8 (1) OF COMPANY ACCOUNTS RULES :
Two erstwhile Subsidiaries of the Company viz, Bharat Brakes & Valves Ltd. (BBVL) and Reyrolle Burn Ltd. (RBL) were ordered to be wound up on 17.06.2003 and 22.07.2003 respectively, by the Hon'ble High Court at Calcutta.
Subsequently, as per directives of the Hon'ble High Court, the Ofcial Liquidator has taken charge of BBVL and RBL on 31.07.2003 and 24.09.2003 / 10.10.2003 respectively. Statements of Affairs of both the Companies were submitted to the Ofcial Liquidator.
The Company has made a total claim of Rs. 12.93 crores against RBL on 21.12.2005 before the Ofcial Liquidator and also submitted the required documents from time to time. For RBL Limited, the Ofcial Liquidator has admitted the Company's claims, except that of investment of shares, as evident from the afdavit led by the Ofcial Liquidator. However, from the communication received from the Ofce of Ofcial Liquidator, it was clear that there is no surplus available after payment of a part of Secured Creditors from the total sale proceeds of assets of the Company.
After adjudication, the claims of the Company and its erstwhile Holding Company have been distinctly identied. Now the effect of settlement of claims in the matter of BBVL has been accepted by the Ofcial Liquidator admitting as preferential claim of Rs. 2,74,00,000/- and ordinary claim of Rs. 3,80,36,000/-. The Company has received the total sum of Rs. 6,54,36,000/- on 10.07.2014 against its claim.
Burn Standard Co. Ltd and Steel Authority of India Ltd. has entered into a 50:50 joint venture for manufacture of wagon components and set up a company under the name of SAIL BENGAL ALLOY CASTING PVT. LIMITED at the leasehold land in Jellingham, West Bengal. The Joint Venture Company was incorporated on 12.02.13.Pursuant to CRZ survey report from Institute of Environmental Studies and Wetland Management (IESWM), Kolkata more than 50% of the land are falling under “No Development Zone” for the category of Industry i.e. Steel Foundry for the proposed WCMF. Subsequently the existing 12 acres vacant land of BSCL adjacent to Burnpur factory has been found suitable as per letter dated 12.06.2016 of RITES Ltd.
Both BSCL and SAIL Board had approved relocation of the factory site of JV company from Jellingham to Burnpur. Matter has been referred to MoR for approval.
Annexure VIII (page 20)
13 RESTRUCTURING/REVIVAL OF THE COMPANY :
The nancial restructuring Scheme of the Company on being accepted and forwarded by Ministry of Railways to Department of Public Enterprises was taken up by NITI Aayog on 19.07.2016 and examined. Finally, NITI Aayog directed Railway Board for submission of fresh Revival Proposal without involving any nancial support from the Govt. of India. Member Rolling Stock has communicated to NITI Aayog that it has
DIRECTOR’s REPORT Contd...
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planned to revive and sustain the Company through its own resources (Sale of Land Assets) with no infusion of Government fund.
Accordingly, fresh nancial restructuring Proposal has been prepared of Rs.300 Crores (approx.) taking into account sale of land and all the pending dues as well ensuring operational strategy and on being approved in the Company's last 197th Board meeting held on 27.09.2016 the said Proposal was submitted to the Railway Board with a copy to OA(UBI) and Hon'ble BIFR Bench in compliance to Hon'ble BIFR Bench's Order dated 27.07.2016 .
14 SMALL SCALE AND ANCILLARY INDUSTRY / MSME :
18 numbers of SSI units were associated with the Howrah Unit and 16 numbers of MSME units were associated with the Burnpur Unit. Regular purchase enquiries were issued to the seancillary and SSI units. Generally, small cast iron castings, safety equipments, uniforms, cotton & jute consumables, non-ferrous castings, bolts, nuts, electrodes, fasteners and paints were procured from these SSI units. The supply performance of SSI and ancillaryunits were by and large satisfactory. Assistance was given to these units as and when required to overcome their difculties by rendering technical guidelines, by supplying of jigs & xtures, raw materials and transport facilities.
15 BOARD OF DIRECTORS u/s 134(3)(q) :
During the year 2015-16,Ministry of Railways, Govt. of India has appointed one part time Govt director namely Shri Anirudh Kumar, DME (P) - I in place of Shri A. Rastogi, DME(PU), Railway Board, Ministry of Railways, Govt. Of India on the Board of Burn Standard Company Limited w.e.f. 23.02.2016.
The vacancy for the post of Woman Director was lled up by appointing Smt Abhilasha Jha Misra in place of Smt Ambika Jain,as one part time Govt director. w.e.f. 20.11.2015.
During the year under review, 4 (four) meetings (26.6.2015, 9.9.2015, 30.12.2015. & 30.03.2016) of the Board of Directors were held to transact the business of the Company.
The Companies Act 2013 provides for appointment of Independent Directors(ID) u/s 149(10) for a maximum 2 terms of 5 years each and shall be eligible for reappointment after passing special resolution after completion of rst term of 5 years and disclosure of such reappointment is required to be disclosed in the Directors Report. In BCSL appointment of IDs are as per order of MOR wherein a Director is appointed till he/she holds the post or order of MOR whichever is earlier.
Shri Md. Asad Alam has taken over the charge of Chairman cum Managing Director, since 20-08-2016, from Shri Dayanidhi Marandi.
DIRECTOR’s REPORT Contd...
ANNUAL REPORT - 2015-2016 - 11
AUDIT COMMITTEE u/s 177(8):
During the year under report, the Audit Committee of the Board met 4 times on
26.6.2015, 9.9.2015, 30.12.2015. & 30.03.2016 for consideration of nal Accounts,
Internal Audit Reports of previous quarters, appointment of Internal Auditors and for
nancial policy decisions.
16 BOARD EVALUATION U/S 134(3)(p)
The Board's annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees is not applicable to Government
Company.
17 DECLARATION BY AN INDEPENDENT DIRECTOR(S) U/S 134(3)(c)
As required by section 134(3)(c) of Company Act 2013, a declaration u/s 149(7) by an
Independent Director(s) that he/they meet the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 is not required to be given in Director's
Report, since section 149(6)(a) and section 149(6)(c) not applicable to Govt
Company.
18 COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION U/S 134(3)(e)
READ WITH SECTION 178(3) AND 178(4)
Government Company is exempted from such disclosure vide section 462 of
Company Act 2013. Companies senior management's remuneration is as per laid
down rules of PSU.
19 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 134(3)(g)
a) Details of Loans:
DIRECTOR’s REPORT Contd...
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b) Details of Investments:-
c) Details of Guarantee / Security Provided:
During the year under review, your Company has not given any loan, provided any
security or guarantee which requires disclosure in terms of Section 186 of the
Companies Act, 2013.
20 RELATED PARTY TRANSACTIONS U/S 134(3) (h) :
The details of transactions entered into with the Related Parties are enclosed as
Annexure III, (page 20.)
21 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY U/S 134(3) (h) :
No material changes and commitments have occurred affecting the nancial position
of the Company between the end of the nancial year of the Company to which the
nancial statements relate and the date of the report.
DIRECTOR’s REPORT Contd...
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22 RISK MANAGEMENT POLICY U/S 134(3)(n)
In terms of the requirement of the Companies Act 2013, the Company is working out
comprehensive Risk Management Policy including identication therein of elements
of risks which in the opinion of the Board may threaten the existence of the Company.
A comprehensive risk management policy will be adopted.
Head of the Departments are responsible for implementation of the risk management
system as may be applicable to their respective areas of functioning and report to the
Management .
a. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS u/s
134(3)(q)
During the year under review, no signicant and material orders were passed by the
regulators or courts or tribunals impacting the going concern status and the
Company's operations.
b. INTERNAL FINANCIAL CONTROLS u/s 134(3)(q)
The Company has in place an established internal control system designed to ensure
proper recording of nancial and operational information and compliance of various
internal control and other regulatory and statutory compliances. Internal Financial
Control which require that the directors review the adequacy of internal controls and
compliance control, nancial and operational risks, risk assessment and
management systems and related party transaction, have been complied with.
The Company continues to engage Sarkar Gurumurthy & Associates for Burnpur and
George Read & Co. for Kolkata and Howrah as its Internal Auditor. During the year, the
Company continued to implement their suggestions and recommendations to
improve the control environment. Their scope of work includes review of processes for
safeguarding the assets of the Company, review of operational efciency,
effectiveness of systems and processes, and assessing the internal control strengths
in all areas. Internal Auditors ndings are discussed with the process owners and
suitable corrective actions taken as per the directions of Audit Committee on an
ongoing basis to improve efciency in operations.
DIRECTOR’s REPORT Contd...
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c. DEPOSITS U/S 134(3)(q)
The Company has not taken any deposit during the year.
23 DIRECTORS RESPONSIBILITY STATEMENT u/s 134(3) ( c ) read with section
134(5):
Pursuant to the section 134(3)(c) of the Companies Act, 2013, your Directors conrm
that :-
(i) in the preparation of the annual Accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departure;
(ii) they had selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the
nancial year 2014-15 and of the Prot & loss Account of the Company for the
said period;
(iii) they had taken proper and sufcient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act,2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) the annual Accounts have been prepared on a “Going Concern Basis”.
(v) the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.
Audit Committee was comprised of four members: Shri D. Marandi, Chairman &
Managing Director and Chairman of the Committee; Shri Praveen Kumar, Non Ofcial
Director, Shri Shyamal Ghosh, Special Director, BIFR and Shri B N Srivastava, Non-
Ofcial Director.
24 VIGILANCE
The Vigilance Department of the Company continued to function effectively. Regular
inspections were conducted from preventive vigilance point of view. Surprise checks
were also conducted frequently during the year under review covering
ofcers/ofcials at various levels to achieve desired results.
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ANNUAL REPORT - 2015-2016 - 15
As in the previous years, the Company observed ''Vigilance Awareness week'' during
26th October '2015 to 31st October 2015, where eminent speakers shared expert
knowledge on preventive measures to be followed for eradication of corruption.
25 CORPORATE SOCIAL RESPONSIBILITY u/s 134(3)(o)
During the year 2015-16, the Company has taken initiatives to discharge its social
responsibilities in the vicinity of Burnpur and Howrah Units. The Company spent a
total amount of Rs. 1,20,000/- towards donation to School and different welfare
activities for the common people residing adjacent to our Works. (Annexure VII ) page 20.
26 CORPORATE GOVERNANCE
In compliance with DPE Guidelines, Company has taken steps for a sound Corporate
Governance system. The company followed the DPE Guidelines as per manual. For
the year 2015-16, Company has complied with almost all the points covered by the
DPE Guidelines, meant for a sick PSU.
Ministry of Railways has appointed– two part time Govt director on the Board of
Burn Standard Company Limited .
There is no 'Related Party' transaction of Senior Managers except disbursement of
their remuneration. Directors Remuneration has been mentioned in the Annual
Accounts. Company has followed Indian GAAP in its accounting and also mentioned
compliance with AS-17(SegmentReporting), AS- 18 (Related Party Information),
AS-21 (Effect of change in Foreign Exchange rates), AS-23(Accounting for
investment in Associates) and AS-27 (Joint Ventures).
27 PARTICULARS OF EMPLOYEES
During the year under report, none of the employees of the Company received
remuneration exceeding the ceiling limit as prescribed under Section 197(14) of the
Companies Act, 2013 read with the Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 . For the list of top 10 employees
in terms of remuneration drawn, see Annexure - IX, Page 20.
DIRECTOR’s REPORT Contd...
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28 DISCLOSURE IN DIRECTORS REPORT ABOUT RECEIPT OF COMMISSION BY
MD/WTD FROM A COMPANY AND ALSO REMUNERATION / COMMISSION
FROM ANY HOLDING COMPANY OR SUBSIDIARY COMPANY U/S 197(14)
This provision is not applicable to the Government Company.
29 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN
EXCHANGE EARNING AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134 of the
Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014,
are given in the Annexure – I (page 20) to this report.
30 COST AUDIT REPORT UNDER COMPANIES (COST ACCOUNTING RECORDS)
RULES, 2011
Pursuant to Order No. GSR No. 429(E) dt. 30.6.2011 read with provisions of The
Companies (Cost Accounting Record) Rules, 2011 as issued by the Cost Audit branch
of the Ministry of Corporate Affairs, your Company u/s 148 of Co Act 2013 has
appointed M/s Bandopadhyaya Bhaumik & Co., Cost Accountants to conduct the
audit of cost records of your company for the nancial year for 2015-16.
The work in this regard is under way and the report will be submitted to the Central
Government within the time limit prescribed by the Ministry of Corporate Affairs.
The remuneration proposed to be paid to them requires ratication of the
shareholders of the Company. In view of this, your ratication for payment of
remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting.
31 IMPLEMENTATION OF RTI ACT, 2005
Since inception of the act, the Company has complied with all its provisions. The
Company has posted a separate section on RTI Act, 2005 on its website and made
different ofcials appointed as Public Information Ofcers, CPIO and Appellate
Authority. Till date all the information sought has been replied back to the respective
applicants. In compliance with Government directives, the company submits quarterly
Returns on the disposal of RTI cases to DPE through Ministry of Railways.
DIRECTOR’s REPORT Contd...
ANNUAL REPORT - 2015-2016 - 17
32 SECRETARIAL AUDIT REPORT U/S 204(3)
In terms of Section 204 of the Act and Rules made thereunder, M/s. Subhasis Bosu &
Co., Practicing Company Secretary have been appointed Secretarial Auditors of the
Company. The report of the Secretarial Auditors is enclosed as Annexure IV
(page 20) to this report. The report is self-explanatory and comments to that is also
mentioned there.
33 VIGIL MECHANISM U/S 177(10)
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism Policy for directors and employees, to report genuine concerns has
been established and uploaded in the company's website at
www.burnstandard.com
The Vigil mechanism provides a channel to the employees to report to the
management concerns about unethical behavior, actual or suspected fraud or
violation of the codes of conduct or policy. The mechanism provides for adequate
safeguards against victimization of employees and also provide for direct access to
the director nominated to play the role of Audit Committee in appropriate or
exceptional cases. The Policy covers reporting of malpractices, events which have
taken place or suspected to have taken place, misuse or abuse of authority, fraud or
suspected fraud, manipulations, negligence causing danger to public health and
safety, misappropriation of monies, assets and other matters or activity on account of
which the interest of the Company is affected by whistle blowers.
34. EXTRACT OF ANNUAL RETURN u/s 134(3)(a) read with section 92(3) :
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of
the Companies (Management and Administration) Rules, 2014, an extract of annual
return in MGT 9 as a part of this Annual Report at Annexure V (page 20.)
35 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
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th2013 has been notied on 9 December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. During the year Company has not received any complaint of harassment.
36 CHANGE IN NATURE OF BUSINESS U/S 134(3)(q)
During the year Co is exploring the idea of being a facilitator for implementing monorail for the city of Kolkata (apart from other places) and also diversied into shipping business. This is part of object clause of MOA.
37 ACKNOWLEDGEMENT
The Directors extend their sincere thanks to the various Ministries of the Government of India, particularly Ministry of Railways, Ministry / Department of Heavy Industries and Public Enterprises, Ministry of Non-Conventional Energy Sources, Ministry of Power, Ministry of Petroleum, Ministry of Company Affairs, Ministry of Finance, Ministry of Science & Technology, Department of Bio-Technology and Ministry of Steel for their excellent co-operation and assistance round the year. Thanks are also being conveyed to various Departments of the Governments of West Bengal and Tamil Nadu for their continuous co-operation and assistance in running different works of the Company. The Directors also acknowledge with gratitude and appreciation, assistance received from the Comptroller and Auditor General of India, Principal Director of Railway production Units and Metro Railway, Kolkata, Kay & Kay Associates, Chartered Accountants, Statutory Auditors and Board for Industrial and Financial Reconstruction as well as valued customers like NTPC besides different zones of Indian Railways, who have reposed immense faith and dependence on the Company's quality products. Thanks are also due to United Bank of India, who have extended valuable nancial support and assistance throughout the year to steer the operations of the Company under trying circumstances and for acting as the Operating Agency of BIFR. The Directors acknowledge the dedication and commitment of all categories of employees to the growth of the Company and all Trade Unions of all the Units for their contribution during the year and expect that they would continue their sustained efforts for improving the performance of the Company in the coming days.
Place : Kolkata For and on behalf of the Board of Directors, ( Md Asad Alam)Date : 24th November, 2016 Chairman and Managing Director
DIRECTOR’s REPORT Contd...
ANNUAL REPORT - 2015-2016 - 19
ANNEXURE INDEX
20 - ANNUAL REPORT - 2015-2016
DIRECTOR’s REPORT Contd...
Annexure Content
I Conservation of energy
(point no. 29) - Page-17
II Reply to auditors
(point no. 11) - Page-9
III AOC
2 –
IV MR-3
secretarial audit report
(point no. 32) - Page-18
V Annual return extracts in MGT
9
(point no. 34) - Page-18
VI Annual report on corporate social responsibility
(point no. 25) - Page-16
VIIStatement of particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 (point no. 27) - Page-16
VIII
IX
Statement pursuant to section 212 (8) of the Companies Act, 1956 relating to Subsidiary Company (point no. 12) - Page-10
(point no. 27) - Page-16
Annexure – I
Additional information pursuant to Section 217(1)(e) of the Companies Act,1956 read with
Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988
A. CONSERVATION OF ENERGY
HOWRAH WORKS (HW)
i) Measures taken
a) To augment energy saving the following action were taken.
1) Initially, we used rectier type Plasma Cutting Machine, but now a days we switched
Inverter based Plasma Cutting Machine which power factor and KVA Rating is much
more better than pervious one.
2) For Lock Bolting Machine – M/s. Alcoa Pvt. Ltd. have xed the power supply line at 400
V of primary transformer, but our Company's line voltage is approx 430-440V. So we
changed the input power supply connection from 400V to 440V tap line of Transformer.
Hence the power factor is improved and Company get positive result regarding power
consumption.
3) For Graphite Electrode (Required for melting of molten metal) previous consumption
was 7.5 Kg/Ton of liquid metal. But it was now developed and present consumption is
5.5 Kg/Ton of liquid metal.
4) 50% of fresh sand was purchased in dry condition which is approximately 2500 tones in
the year of 2015-16. This has generated fuel saving in sand Dryer by 20 KL amounting
to Rs.10.00 lakhs in the year 2015-16.
5) Shop Floors lightings are gradually getting change to 150 W and 250 W Metal Halide
Lamps from 400 Watt HPMV Lamps. Also in the process all Sodium Vapour Lamps are
getting replaced by the above. Approximately 50% lighting system (newly) has been
completed. This is done for the energy savings purpose.
6) Pneumatic Air Pipe Lines are being checked regularly and valves are replaced / closed
to avoid leakage of Air Pressure.
i) Additional investments and proposals, if any, being implemented for
reduction of consumption of energy.
ANNUAL REPORT - 2015-2016 - 21
DIRECTOR’s REPORT Contd...
a) We have installed Liquid Oxygen Plant at our Foundry Division and invest Rs.15.00 lakhs (approx). During oxygen lancing melting time will be reduced as a result, electricity consumption will be less of suitable amount of credit on electricity bill.
ii) Impact of measures (a) above, for reduction of energy consumption and consequent impact on the cost of production of goods.
This can be measured only after completion of all the work regarding Energy Conservation. However, Pneumatic Pressure at the points of end-use has been increased which indicates the result of change of valves and stoppage of leakages.
iii) Total energy consumption and energy consumption per Unit of production as per Form A of the Annexure (page 25).
Form-A, duly led in is enclosed herewith.
BURNPUR WORKS (BW)
(i) BW is consuming electrical energy at power factor level as follows:
Month Power Factor Level Rebate ( Rs )
April’15 0.96 64,356.00
May’15 0.97 38,809.00
June’15 0.97 45,088.00
July’15 0.98
52,476.00
August’15 0.97
46,352.00
September’15
0.97
48,141.00
October’15 0.97
46,211.00
November’15
0.97
44,159.00
December’15
0.97
46,396.00
January’16 0.98
51,794.00
February’16 0.97
44,841.00
March’16 0.97
47,452.00
Total Savings = Rs. 5,76,075.00
DIRECTORS' REPORT CONTD...
22 - ANNUAL REPORT - 2015-2016
BW is also saving electrical energy by 10% in the area of shop lighting, ofce lighting and street lightings in respect of previous utilization.
(ii) BW is also continuing to save electrical energy by using of MMAW and MIG/CO2 welding machine in wagon manufacturing and repairing process .
HOWRAH WORKS(HW)
B) TECHNOLOGY ABSORPTION
Further to Technology up-gradation which was achieved in the year 2011-12, 2012-13, 2013-14, 2014-15 and 2015-16 - the efforts were taken in the areas which are listed below with the benets obtained / targeted.
a) Revamping and re-commissioning of IMF 15 T / hour capacity Moulding Line which will enable BSCL for making resin Sand Mould of various sized. This job is taken up for development of new generation high axle load bogie from 25T axle load and above.
b) We are in the process of development of Prototype of BOXNS wagon and 25T Axle Load LWLH Bogie and we are expecting to get the clearance of Prototype BOXNS wagon from RDSO Kolkata very soon. We have also get clearance from RDSO/LKO & RDSO/I&L/KOL for series production of 25T Axle Load Bogie.
c) We are also in the process for development WD-71-BD-15 Draft Gear for Indian Railways and expecting to achieve the same very soon.
STATEMENT OF ENERGY CONSUMPTION & CONSERVATION DURING 2015-16
MONTHSCHARGEABLE UNITS IN KWH
MAXIMUM DEMAND IN KW
AVG POWER FACTOR
PF REBATE (Rs.)
Mar-16 730908 3619.2 98.6 % 191,790.26
Feb-16 714036 3278.4 98.47 % 185,934.97
Jan-16 741540
3499.2
98.86 %
193,097.02
Dec-15 912528
3643.2
98.25 %
237,622.29
Nov-15 782316
3576
97.68 %
152,786.31
Oct-15 576072
3480
98.12 %
150,470.01
Sep-15 694272
3264
97.37 %
136,007.88
Aug-15 743376
3648
97.56 %
145,627.36
Jul-15 693468
3379.2
98.18 %
181,133.84
Jun-15 685080
3408
97.78 %
134,823.74
May-15 728988
3657.6
97.05 %
143,464.84
Apr-15 792144
3345.6
96.76 %
129,911.62
TOTAL:
1,982,670.14
DIRECTORS' REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 23
C) EXPENDITURE OF R & D
i) Capital ii) Recurring Nil iii) Total iv) Total R&D expenditure as a percentage of total turnover..
D) TECHNOLOGY ABSORPTION, ADOPTION &INNOVATION :
i) Efforts in brief made towards technology absorption, adaptation and innovation. And ii) Benets derived as a result of the above efforts e.g. product development, cost
reduction, new product development, import substitution etc.
a) New 5 ton capacity Electrically operated Heat Treatment Furnace has been installed and commissioned for Coupler Components. Furnace Oil consumption is totally saved.
b) Furnace Lining Bricks of 4 Ton & 5 Ton Arc Melting Furnaces converted to Magnesia Carbon Bricks as against conventional Magnesite Bricks.
c) Laddle Lining converted to Insulated Ceramic Board Lining in place of conventional Bricks Lining.
d) Hot Patching Material for Furnace patching is introduced, results obtained complete abolition of Fuel Oil consumption for Melting purpose, which was 20 Lt/Ton of Liquid Metal.
e) Reduction in Melting Power consumption from above 700 KWH/Tonne to 550 KWH/Ton of Liquid Metal.
f) Reduction in Tapping Temperature by 30◦ C & thereby obtaining further power consumption reduction by about 20 KWH/Ton of Liquid Metal.
iii) In case of imported technology (imported during the last 5 years reckoned from the beginning of the nancial year), the following information may be furnished….
a) No Technology was imported since last ve (5) years.
(E) FOREIGN EXCHANGE (Rs. in lakhs)
2014-152015-16
a) Total Foreign Exchange Earned -- b) Total Foreign Exchange out go -- Net Earnings/ (Outgo) --
Encl : FORM - A
Place : Kolkata
Dated : 24th November, 2016
DIRECTORS' REPORT CONTD...
24 - ANNUAL REPORT - 2015-2016
FORM-A
STATEMENT OF ENERGY CONSUMPTION DURING 2015-16.
DIRECTORS' REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 25
Quantitative details: 2015-16
DIRECTORS' REPORT CONTD...
26 - ANNUAL REPORT - 2015-2016
DIRECTORS' REPORT CONTD...
Annexure-II
Assertion of Auditor
I . Emphasis of matters
a) Note No.1.3 in which assertions
made by the company regarding
the preparation of accounts on a
going concern basis although the
net worth of the company is
negative.
b) Schedule 2 A (Para 8.3) of the
Signicant Accounting Policies on
the valuation of stock of materials,
stores and spares including loose
tools at cost exclusive of Cenvat
element instead of 'at lower of cost
or net realizable values' as per
Accounting Standard – 2
c) No te No .2 .2 regard ing non
identication of impaired assets
and provision for the same.
Management Views
Principle of going concern has been
adopted in preparation of Accounts. The
company has submitted Financial
restructuring proposal to MOR for
approval which is still awaited.
At present the Ministry of Railways has
given sufcient orders to the company
for next 2 years. The work is of perennial
nature and the company hopes to
secure similar orders in future. So the
company envisages itself as a going
concern entity.
There is no ready market for the stock of
materials, stores and spares of wagon
and foundry components. As a result
compl iance with the Account ing
Standard -2 which states that inventory
shall be valued at lower of cost or
netrealizable value cannot be adhered
to.
Most of the assets including building
and plant and machinery are very old
and are at the end of their economic life.
Necessary depreciation have been
provided in the books and further
impairment is not perceived by the
company.
ANNUAL REPORT - 2015-2016 - 27
DIRECTORS' REPORT CONTD...
d) Note No. 2.11 in the Fixed Assets
schedule regarding non-disclosure
of values in case Leasehold lands
separately. The land areas of the
said leasehold properties were not
supported by proper deeds. Leases
have expired in case of Howrah and
Pandi Mines. Lease deed in case of
Raniganj and Mindnapur were
unavailable for audit. As such
amortization/lease rent were not
disclosed properly.
e) Note No. 3.1 on revaluation of land
assets on the basis of resolution of
the company's Board by averaging
the valuat ion done by three
approved valuers. We are unable to
o f f e r a n y c o m m e n t o n t h e
appropriateness of the procedure
resulting in the appreciation of the
value of freehold land by
Rs.43479.91 lakhs.
f) No te no . 4 on the pend ing
conrmation of balances of sundry
Debtors, Loans & Advances,
Deposits, Other Current Assets
and Sundry Creditors and non
recognition of the above accounts
The lease deeds in respect of all
leasehold land are not available with the
company as the lease agreements are
very old. In certain cases like Howrah
Works, Jellingham on expiry of lease
long back ,the possession of leasehold
land in question are rested with the
company followed by regular payment
of monthly rent.
The revaluation reserve on land has
been made on the basis of average of
valuation by three approved valuers.
The valuation was done during 2009-
10. Considering that period of 5 years
have elapsed the current valuation is
expected to be much on the higher side.
28 - ANNUAL REPORT - 2015-2016
DIRECTORS' REPORT CONTD...
II. Basis of qualied opinion
a) Note No. 2A(2.17)(ii) regarding non conformation/ non provision of bank balances amounting to Rs.12.09 lakhs and xed deposits of Rs.1.04 lakhs
b) Note No.2B(8.6) regarding non provision for shortage on imported sheet pi les of 965.22 MT at Jellingham at an average purchase price estimated at Rs.50.98 lakhs.
c) Note No.2B(8.16) regarding non provision of Rs.100.00 lakhs for Municipal Tax of Raniganj Works.
d) Note NO.2A(2.16)(i) regarding xed deposit with United Bank of India having principal of Rs.204.29 lakhs adjusted by the Bank against dues of the Company.No provision has been made for the principal and interest of Rs.237.42 lakhs in this account.
Necessary correspondence with the respective banks is being done by the company at frequent intervals.
The Sheet piles at Jellingham was attempted for disposal under the direction of BIFR Order . The value of sheet piles based on bids received by the company against E – auction by MSTC in the year 2011 was Rs. 43,631.20 per tonne which is much higher than the book value per tonne.
They were not disposed off as the price obtained was lower than reserve price and anticipated complications on customs duty liability if disposed in India.
Since new offered price is much more than book value and total value is more than book value , no provision for storage has been made by the company.
The company shall provide for the actual amount as determined in the year of payment. This is a old case of outstanding tax for more than 15 years.
The company has led a money suit in the Hon'ble Kolkata High Court for recovery of xed deposit amounting to Rs 204.29 lakhs against unilateral adjustment of the same by United Bank of India. Hence no provision is required at this stage.
ANNUAL REPORT - 2015-2016 - 29
Annexure - III
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
2. Details of contracts or arrangements or transactions at Arm's length basis.
DIRECTORS' REPORT CONTD...
30 - ANNUAL REPORT - 2015-2016
IV Secretarial Audit Report
SECRETARIAL AUDIT REPORT (MR-3)
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
BURN STANDARD CO. LTD.
CIN: U51909WB1976GOI030797
22B, RAJA SANTOSH ROAD,
KOLKATA-700027
We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by BURN STANDARD CO. LTD.
(hereinafter called the Company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on our verication of the books, papers, minute books, forms and returns led and
other records maintained by the company and also the information provided by the
Company, its ofcers, agents and authorized representatives during the conduct of
secretarial audit, We hereby report that in our opinion, the Company has, during the audit
period covering the nancial year ended on 31st March, 2016, complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
We have examined the books, papers, minute books, forms and returns led and other
records maintained by (“the Company”) for the nancial year ended on 31st March, 2016
according to the provisions of:
DIRECTORS' REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 31
DIRECTORS' REPORT CONTD...
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) Other laws applicable specically to the Company namely:
a) Labour Laws
b) Environmental Laws
We have examined that the company has taken care, to comply with the Secretarial
Standards (SS) specied by the Institute of Company Secretaries of India namely -
(i) SS-1 : Meetings of the Board of Directors and
(ii) SS-2 : General Meetings;
As approved by the Ministry of Corporate Affairs vide letter no.1/3/2014/CL/I dated April 10,
2015, as per the requirement of the provisions of section 118(10) of the Companies Act,
2013.
The Secretarial Standards have been notied by the Institute of Company Secretaries of
India in the Ofcial Gazette and has taken effect from July 1, 2015.
During the period under review, the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that:
The Board of Directors of the company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the
composition of Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors of scheduled Board Meetings, Agendas and
detailed notes on agendas were sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarications on the Agenda items before the
meeting and for meaningful participation at the meeting.
Decisions on the Board were taken unanimously.
32 - ANNUAL REPORT - 2015-2016
We further report that there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure
compliance with other applicable laws, rules, regulations and guidelines.
We further report that during the audit period the Company had following event which had
bearing on the Company's affairs in pursuance of the above referred laws, rules,
regulations, guidelines, standards etc.
a) The Company has undertaken JV with SAIL Bengal Alloy Castings Private Limited.
We further report that during the audit period, the Company has allotted 70,000 equity
shares of Rs.1,000/- each to the President of India.
For Subhasis Bosu & Co.
Company Secretaries
CS Subhasis Bosu
Proprietor
FCS No.:7277, C P No.:11469
Place: Kolkata
Date: 24th November, 2016
This report is to be read with our letter of even date which is annexed as' Annexure A' and
forms an integral part of this report.
ANNUAL REPORT - 2015-2016 - 33
DIRECTORS' REPORT CONTD...
DIRECTORS' REPORT CONTD...
'Annexure A'To,The MembersBURN STANDARD CO. LTD.CIN: U51909WB1976GOI03079722B, RAJA SANTOSH ROAD,KOLKATA-700027
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the
company. Our responsibility is to express an opinion on these secretarial records
based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the secretarial records.
The verication was done on test basis to ensure that correct facts are reected in
secretarial records. We believe that the processes and practices, we followed provide
a reasonable basis for our opinion.
3. We have not veried the correctness and appropriateness of nancial records and
Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of the management. Our examination was
limited to the verication of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to future viability of the
Company nor of the efcacy or effectiveness with which the management has
conducted the affairs of the Company.
CS Subhasis BosuFor Subhasis Bosu & Co.
Company SecretariesPlace: Kolkata FCS No.:7277, C P No.:11469
Date : 24th November, 2016
34 - ANNUAL REPORT - 2015-2016
Annexure VFORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on nancial year ended on 31.03.2016
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
DIRECTORS' REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 35
30 203 76 %
14 %30 204Bogie
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
Category-wise Share Holding
DIRECTORS' REPORT CONTD...
36 - ANNUAL REPORT - 2015-2016
DIRECTORS' REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 37
DIRECTORS' REPORT CONTD...
38 - ANNUAL REPORT - 2015-2016
B) Shareholding of Promoter-
DIRECTORS' REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 39
C) Change in Promoters' Shareholding (please specify, if there is no change)
D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
DIRECTORS' REPORT CONTD...
40 - ANNUAL REPORT - 2015-2016
E) Shareholding of Directors and Key Managerial Personnel:
F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
DIRECTORS' REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 41
XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
B. Remuneration to other directors
DIRECTORS' REPORT CONTD...
42 - ANNUAL REPORT - 2015-2016
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
DIRECTORS' REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 43
18,41,006
18,89,108
1,42,499
Annexure VI
CSR POLICY
Since the Company is a sick Company. and as such none of the provisions of section 135(1)
is applicable to the company; there is no need to form a CSR committee.
Annexure - VII
ANNEXURE - A
Statement of Particulars of employees pursuant to the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2014.
Annexure – VIII
STATEMENT PURSUANT TO SECTION 212(8) OF THE COMPANIES ACT, 1956
RELATING TO SUBSIDIARY COMPANY
The company does not have a subsidiary Company.
DIRECTORS' REPORT CONTD...
44 - ANNUAL REPORT - 2015-2016
See Page 45
DIRECTORS' REPORT CONTD...
Annexure IX
ANNUAL REPORT - 2015-2016 - 45
REVISED INDEPENDENT AUDITOR'S REPORT
to the members of
BURN STANDARD COMPANY LIMITED
Report on Financial Statements
Further to our Audit Report dated 27th September, 2106, we report that we have audited the
accompanying nancial statements of Burn Standard Company Limited (’the company’)
which comprise the Balance Sheet as at March 31, 2016, the statement of Prot & Loss, the
Cash Flow Statement and a summary of the signicant accounting policies and notes to the
nancial statements for the year then ended.
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 of these nancial
statement that give a true and fair view of the nancial position, nancial performance and
cash ows of the Company in accordance with the accounting principles generally accepted
in India, including the Accounting Standards specied under Section 133 of the Act, read
with Rule 7 of the Companies (Account) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records for safeguarding the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgements and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal nancial
controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the nancial statements
that give a true and fair view and are free from material mis-statement, whether due to fraud
or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these nancial 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 have conducted our audit in accordance with the Standards on Auditing specied under
Section 143(10) of the Act. Those Standards required that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the nancial statements are free from material mis-statement.
AUDITOR'S REPORT
46 - ANNUAL REPORT - 2015-2016
An audit involves performing procedures to obtain audit evidence about the amounts and
the disclosures in the nancial statements. The procedures selected depend on the
auditor's judgement including the assessment of the risks of material misstatement of the
nancial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Company's preparation of the nancial
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 nancial control system over
nancial 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 Company's Directors, as well as evaluating the
overall presentation of the nancial statements.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide
a basis for our qualied audit opinion on the nancial statements.
Emphasis of Matters
We draw attention to the following matters in the Notes on Accounts in Schedule 2B to the nancial statements :
(a) Note No. 1.3 in which assertions made by the company regarding the preparation of accounts on a going concern basis although the net worth of the company is negative.
(b) Schedule 2A (Para 8.3) of the Signicant Accounting Policies on the valuation of stock of materials, stores and spares including loose tools at cost exclusive of Cenvat element instead of 'at lower of cost or net realizable values' as per Accounting Standard – 2.
(c) Note No. 2.2 regarding non identication of impaired assets and provision for the same.
(d) Note No. 2.11 in the Fixed Assets schedule regarding non-disclosure of values in case of Leasehold lands separately. The land areas of the said leasehold properties were not supported by proper deeds. Leases have expired in case of Howrah and Pandi Mines. Lease deed in case of Raniganj and Midnapur were unavailable for audit. As such amortization / lease rent were not disclosed properly.
(e) Note No. 3.1 on revaluation of land assets on the basis of resolution of the company's Board by averaging the valuation done by three approved valuers. We are unable to offer any comment on the appropriateness of the procedure resulting in the appreciation of the value of freehold land by Rs. 43479.91 lakhs.
AUDITOR'S REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 47
(f) Note No. 4 on the pending conrmation of balances of Sundry Debtors, Loans & Advances, Deposits, Other Current Assets and Sundry Creditors have been taken at book value.
The above matters do not form part of our qualied opinion.
Basis for Qualied Opinion
(a) Note No. 2A(2.17)(ii) regarding non conrmation / non provision of bank balances amounting to Rs. 12.09 lakhs and xed deposits of Rs. 1.04 lakhs.
(b) Note No. 2B(8.6) regarding non provision for shortage of imported sheet piles of 965.22 MT at Jellingham valued at Rs. 50.98 lakhs.
(c) Note No. 2B(8.16) regarding non provision of Rs. 100.00 lakhs for Municipal Tax of Raniganj Works.
(d) Note No. 2A(2.16)(i) regarding xed deposit with United Bank of India having principal of Rs. 204.29 lakhs being adjusted by the Bank against dues of the Company. No provision has been made for the principal and interest of Rs. 237.42 lakhs in this account.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualied Opinion as specied in paragraphs above, the nancial statements subject to our aforesaid comments in Para Nos. (a) to (d) whereby the loss for the year has been understated by Rs. 368.40 lakhs and corresponding over statement of net assets by Rs. 368.40 lakhs 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, of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash ows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the (Auditors Report) Order, 2015 issued by the Central Government in terms of Sub-Section (ii) of Section 143 of the Act we give in the Annexure a statement on the matters specied in paragraph 3 and 4 of the Order.
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 purpose of our audit;
AUDITOR'S REPORT CONTD...
48 - ANNUAL REPORT - 2015-2016
(b) Except for the effects of the matter described in the Basis for Qualied Opinion paragraph above, in our opinion proper books of accounts 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 Prot and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
(d) Except for the effects of the matter described in the Basis for Qualied Opinion paragraph above, in our opinion, the aforesaid nancial statements comply with the Accounting Standards specied 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 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualied as on 31st March, 2016 from being appointed as a director in terms of Section 164(2) of the Act.
(f) In our opinion the company has adequate internal nancial controls over nancial reporting of the company.
(g) With respect to the 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 not ascertained the impact of pending litigations on its nancial position in its nancial statements,
(ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
(iii) There is no such amount required to be transferred to the Investor Education and Protection Fund by the Company.
Place : Kolkata
Dated : 24th November, 2016
For KAY & KAY ASSOCIATESChartered Accountants
(FRN : 312108E)
(SUBROTO DEY) PARTNER
Membership No. 054316
AUDITOR'S REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 49
Annexure – A - to the Independent Auditor's Report
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”).
We have audited the internal nancial controls over nancial reporting of Burn Standard Co Ltd (“The Company”) as of March 31, 2016 in conjunction with our audit of the nancial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal nancial controls based on the internal control over nancial 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 nancial controls that were operating effectively for ensuring the orderly and efcient 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 nancial information as required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the Company's internal nancial controls over nancial 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal nancial controls. 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 nancial controls over nancial 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 nancial controls system over nancial reporting and their operating effectiveness. Our audit of internal nancial controls over nancial reporting included obtaining an understanding of internal nancial controls over nancial 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 procedure selected depends on the auditor's judgment, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion on the Company's internal nancial controls system over nancial reporting.
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50 - ANNUAL REPORT - 2015-2016
Meaning of Internal Financial Controls over Financial Reporting
A company's internal nancial control over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of nancial statements for external purposes in accordance with generally accepted accounting principles.
A company's internal nancial control over nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail accurately and fairly reect the transactions and dispositions of the assets of the company : (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of nancial statements accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, user disposition of the company's assets that could have a material effect on the nancial statements
Inherent Limitation of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal nancial controls over nancial reporting including the possibility of collusion or improper management override of controls, material mis-statements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal nancial controls over nancial reporting to future periods are subject to the risk that the internal nancial control over nancial 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 , to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal nancial controls system over nancial reporting and such internal nancial controls over nancial reporting were operating effectively as at March 31, 2016, based on the internal control over nancial 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 KAY & KAY ASSOCIATES. Chartered Accountants (FRN : 312108E)
Place : Kolkata ( SUBROTO DEY ) PARTNERDated : 24th November, 2016 Membership No. 054316
ANNUAL REPORT - 2015-2016 - 51
AUDITOR'S REPORT CONTD...
Annexure - B to the Revised Independent Auditors Report
(This is the Annexure referred to in our Report of even date)
In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under :
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of xed assets.
(b) The xed assets of the Company have not been physically veried by the management at reasonable intervals. The system followed is therefore not reasonable having regard to the size of the Company and the nature of its assets.
(ii) (a) The inventories have been physically veried partially by and on behalf of management under perpetual inventory system except for closed Refractory units and Jellingham fabrication yard.
(b) In our opinion the system followed, records maintained for such physical verication and the frequency is not reasonable or transparent commensurate to the size and nature of the Company.
(c) No material discrepancies were pointed out by the management on such verication.
(iii) As the Company has not granted any loans, secured or unsecured to companies, rms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 so clause 3(iii) of the Order is not applicable.
(iv) In our opinion and according to the information and explanations given to us, it appears that there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of xed assets and inventory and for the sale of goods and services. In our opinion there is no continuing failure to correct major weaknesses in internal control system.
(v) As the Company has not accepted deposits, so the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, were not applicable. Hence, clause 3(v) of the Order is not applicable.
(vi) The clause relating to maintenance of cost records under Sub-section (1) of section 148 of the Companies Act, 2013 has been made applicable to the company and we have been provided the cost audit report for the year ended on March 31, 2014 which was taken on record while nalizing this audit.
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52 - ANNUAL REPORT - 2015-2016
(vii) (a) As per records produced before us, the company is generally regular in
depositing undisputed statutory dues like Provident Fund, Investor
Education and Protection Fund, Employees' State Insurance, Income-Tax,
Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and Statutory
dues to the extent applicable to it with the appropriate authorities and there
were no arrears of such dues at the year end which have remained
outstanding for a period of more than six months from the date they become
payable except there were some arrears of statutory dues as at the last
day of the nancial year due for a period of more than six months
from the date they became payable viz. Sales tax dues Rs. 801.00 lakhs,
sales tax loan from Govt. of WB Rs. 410.68 lakhs and interest on above Sales
Tax Loan upto 31.03.2011 Rs. 395.27 lakhs.
(b) According to the information and explanations given to us, there are disputed
dues of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty or
Cess to the extent applicable to it are as follows :-
AUDITOR'S REPORT CONTD...
ANNUAL REPORT - 2015-2016 - 53
(c) There is no such amount required to be transferred to investor education and
protection fund in accordance with the relevant provisions of the Companies
Act, 1956 (1 of 1956) and rules made there under so clause 3 (vii) of the Order
is not applicable. (viii) The Company have accumulated loss as at 31st March, 2016 to the tune of
Rs. 25868.04 lakhs. The Company has incurred cash losses in the nancial year
under report, and also there are cash losses in the nancial year immediately
preceding such nancial year.
(ix) The Company has not defaulted in repayment of dues to a nancial institution or
bank or debenture holders . Hence clause 3 (ix) is not applicable.
(x) According to the information and explanations given to us, the company has not
given any guarantee for loans taken by others from banks or nancial institutions.
(xi) Since no term loans have been raised by the Company, clause 3 (xi) of the order is
not applicable.
(xii) On the basis of our examination and according to the information and explanations
given to us, no fraud, on or by the Company, has been noticed or reported during
the year under audit.
For KAY & KAY ASSOCIATESChartered AccountantsFirm's Registration No. 312108E
SUBROTO DEYPartnerMembership No. 054316
AUDITOR'S REPORT CONTD...
54 - ANNUAL REPORT - 2015-2016
ANNUAL REPORT - 2015-2016 - 55
AUDITOR'S REPORT CONTD...
Annexure - C
Directions under 143(5) of Companies Act, 2013
1
2
3
4
If the Company has been selected for
disinvestment, a complete status report in
terms of valuation of Assets (including
intangible assets and land) and Liabilities
(including Committed and General
Reserves) may be examined including
the mode and present stage of
disinvestment process.
Whether there are any cases of waiver /
write off of debts / loans / interest etc, if yes
the reason there for and the amount
involved.
Whether proper records are maintained
for inventories lying with third parties &
assets received as gift from Government
or Other Authorities
A report on age-wise analysis of pending
legal / arbitration cases including the
reasons of pendency and existence /
effectiveness of a monitoring mechanism
for expenditure on all legal cases (foreign
and local) may be given
Not Applicable
Not Applicable
As informed to us, neither any
inventories are lying with third
parties nor any assets received
as gift from Government or Other
Authorities.
A detail list showing position as
on 31.03.2016 is enclosed in
Annexure
For KAY & KAY ASSOCIATES Chartered Accountants Firm Registration No 312108E
Place : Kolkata (SUBROTO DEY) Partner Date : 24th November, 2016 Membership No. 054316
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA
56 - ANNUAL REPORT - 2015-2016
OFFICE OF THE PRINCIPAL DIRECTOR OF AUDITRailway Production Units and Metro RailwayNKG Building (5th Floor), 14, Strand Road
Kolkata - 700 001.
No. PD RPU / BSCL / 2016-17 / 1244-A Dated: 30.12.2016
To The Chairman & Managing Director, Burn Standard Company Limited, 22-B, Raja Santosh Road, Kolkata - 700 027
Sub: Comments of the Comptroller and Auditor General of India under Section 143(6) of the Companies Act, 2013 on the accounts of Burn Standard Company Limited for the year ended 31 March 2016.
Sir, Please nd enclosed herewith the comments of the Comptroller and Auditor General
of India under section 143(6) of the Companies Act, 2013 on the accounts of Burn Standard Company Limited for the year ended 31 March 2016.
Yours faithfully
(Satish Kumar Garg) Principal Director of Audit
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA
ANNUAL REPORT - 2015-2016 - 57
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL INDIA UNDER SECTION 143 (6) (b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF BURN STANDARD COMPANY LIMITED FOR THE YEAR ENDED 31 MARCH 2016.
The preparation of nancial statements of Burn Standard Company Limited (BSCL) for the year ended 31 March 2016 in accordance with the nancial reporting framework prescribed under the Companies Act, 2013 (Act) is the responsibility of the management of the Company. The statutory auditor appointed by the Comptroller and Auditor General of India under section 139(5) or 139(7) of the Act is responsible for expressing opinion on the nancial statements under section 143 of the Act based on independent audit in accordance with the standards on auditing prescribed under section 143(10) of the Act. This is stated to have been done by them vide their audit report dated 19 August, 2016.
I, on behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under section 143(6)(a) of the Act of the nancial statements of BSCL for the year ended 31 March 2016. This supplementary audit has been carried out independently without access to the working papers of the statutory auditors and is limited primarily to inquiries of the statutory auditors and company personnel and a selective examination of sum of the accounting records. The nancial statements of the Company have been revised by the management to give effect to some of my audit observations highlighted during supplementary audit as indicated in the Note No. 2A : 2.20 and 2B : 7 of the nancial statements. In addition, I would like to highlight the following signicant matters under section 143(6)(b) of the Act which have come to my attention and which in my view are necessary for enabling a better understanding of the nancial statements and the related audit report.
Comments on Financial Position Current Assets (Note 2.14)Inventories ₹ 3839.98 lakh
1. The above includes stock of 2950.423 MT Steel Piles amounting to ₹ 231.76 lakh lying at Garden Reach bonded warehouse since 1985. The Company has lodged an FIR with Metiabruz Police Station for theft of Company’s property against the owner of the warehouse. Unless and until the stock is determined, the Company needs to make a provision for the same. Non provision of the loss of steel Piles has resulted into overstatement of Inventory and correspondingly understatement of loss for the year by an amount of ₹ 231.76 lakh.
No provision has been made by the Company in the current year accounts despite being pointed out in Comments of the Comptroller and Auditor General of India under section 143(6) of the Companies Act, 2013 on the Accounts of Burn Standard Company Limited for the year ended 31 March 2015.
Comments on Disclosure ExpenditureManufacturing Expenses ₹ 2573.30 lakh
2. The above includes excise duty amounting to ₹ 458.47 lakh for the year 2015-16. As per Accounting Standard 9 on ‘Revenue Recognition’ issued by ICAI, the same should have
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA
58 - ANNUAL REPORT - 2015-2016
been shown as deduction from the income instead of expenditure under Manufacturing Expenses. This has resulted in contravention of mandatory requirement of the Accounting Standard 9.
Notes to Accounts No. 2A : 2.14(i)
3. The above note stated that inventory items have been physically veried in all the operating units departmentally under perpetual inventory system covering major portion of the closing stock. However no physical verication report was made available to Audit. Thus the above note is factually incorrect.
General Comments
4. Short term loan and advances Advances Recoverable in cash or in kind for value to be received ₹ 2148.42 lakh
There have been two accounts for every supplier named as ‘Suppliers’ Payable A/c’and ‘Advance to Suppliers’ A/c. The purchase and payment transaction have been entered in either or one of the accounts, without any clear system of accounting. There have been certain unadjusted advances with corresponding liability for want of making adjustment entries. The audit was not in a position to verify the above balances.
5. The audit could not verify the following line items appearing in the Financial Statements of the Company for the year ended march, 2016 due to non production of relevant / complete records by the company.
a) Current Liabilities Trade Payable (Note 2.8) : ₹ 8655.39 lakh
b) Current Assets (i) Trade Receivable (Note 2.15) : ₹ 5649.24 lakh
(ii) Short term Loans and Advances Provision for doubtful advances (Note 2.17) : ₹ 725.32 lakh
For and behalf of the Comptroller & Auditor General of India
Satish Kumar Garg Principal Director of AuditPlace : Kolkata Railway Production Units & Metro RailwayDate : 30 December 2016 Kolkata
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA
ANNUAL REPORT - 2015-2016 - 59
FINAL COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 619(4) OF THE COMPANIES ACT, 1956 FOR THE YEAR 2015-16
QUERY MANAGEMENT'S REPLY
1.Comments on Financial PositionCurrent Assets ( Note 2.14)Inventories Rs 3839.98 lakhs
The above includes stock of 2950.423 MT Steel Piles amounting to Rs 231.76 lakh l y i n g a t G a r d e n R e a c h b o n d e d warehouse since 1985. The Company has lodged an FIR with Metiabruz Police Station for theft of Company's property against the owner of the warehouse. Unless and until the stock is determined, the Company needs to make a provision for the same. Non provision of the loss of Steel Piles has resulted into overstatement of Inventory and correspondingly understatement of loss for the year by an amount of Rs 231.76 lakh.
No provision has been made by the Company in the current year accounts despite the same was pointed out in Comments of the Comptroller and Auditor General of India under section 143(6) of the Companies Act, 2013 on the Accounts of Burn Standard Company Limited for the year ended 31 March 2015.
2 . Comments on D isc losure Expenditure Manufacturing Expenses Rs 2573.30 lakh
The above inc ludes exc ise du ty amounting to Rs 458.47 lakh for the year
Necessary provision shall be made in the
books during FY 2016-17
Noted for compliance from FY 2016-17
onwards
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA
60 - ANNUAL REPORT - 2015-2016
QUERY MANAGEMENT'S REPLY
2015-16. As per Accounting Standard 9 on Revenue Recognition issued by ICAI, the same should have been shown as deduction from the Income instead of expendi ture under Manufactur ing Expenses . Th i s has resu l t ed i n contravention of mandatory requirement of the Accounting Standard -9 Company did not produce the relevant records detailing the transactions and balances of the contractors ' , employees' and advances against orders. Therefore, the audit is not in position to comment on the above balances.
3. Notes to Accounts No 2A:2.14 ( I )
The above note stated that inventory
items have been physically veried in all
the operating units departmentally under
perpetual inventory system covering
major portion of closing stock. However no
physical verication report was made
available to Audit. Thus the above note is
factually incorrect.
4. General CommentsShort term loans and advancesAdvances Recoverable in cash or in kind for value to be received Rs 2148.42 lakh
There have been two accounts for every
supplier named as “Suppliers' Payables
A/c” and 'Advance to Suppliers' A/c”. The
purchases and payment transactions
have been entered in either or one of the
accounts, without any clear system of
Physical verication of Inventory has been
conducted at Burnpur Works as on
31.03.2016. However physical verication
process was partially done at Howrah
Works due to shortage of experienced
manpower at on 31.03.2016. Noted for
compliance from FY 2016-17 onwards.
The company presently has two systems
of issuing Purchase Orders.High value
purchase orders are issued from Head
Ofce. Also the terms of payments in the
Purchase Orders contains different
clauses of payment viz against proforma
invoice and payment on the basis of “30
days credit”. When advance payments
are made from Head Ofce, respective
Units, are debited. Advance to Suppliers
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA
ANNUAL REPORT - 2015-2016 - 61
accounting. There have been certain
unadjusted advances with corresponding
liability for want of making adjustment
entries. The audit was not in a position to
verify the above balances.
5. General Comments
The audit could not verify the following line
i tems appear ing in the Financia l
Satements of the company for the year
ended March 2016 due to non production
of relevant / complete records by the
company
a) Current LiabilitiesTrade Payables ( Note 2.8) : Rs8655.39 lakh
b) Current AssetsTr a d e R e c e i v a b l e ( N o t e 2 . 1 5 ) : Rs5649.24 lakh
Provision for doubtful Advances (Note 2.17) Rs725.32 lakh
are booked in the Unit Accounts. This is a
control account and ledger details of
respective parties are available. Upon
receipt of material GRN, is raised and
advance is squared up. In case of credit
purchases, debit in made in Purchases A/c
with corresponding credit in “ Suppliers
Payable Account”. When payments are
made, suppliers payable accounts are
adjusted. This is a control account and
ledger details of respective parties are
available. So adequate checks and
balances are available.
The company maintains Control Ledgers
of Sundry Trade Receivables and
Payables/Party Ledger in respect of
individual parties is in agreement with
General Ledgers at Howrah Works and
Burnpur Works
These records pertain to old balances
since last 10 years . As desired by audit ,
party wise details shall be provided during
FY 2016-17.
QUERY MANAGEMENT'S REPLY
TEN YEARS' DIGEST
62 - ANNUAL REPORT - 2015-2016
Nam
e o
f th
e C
om
pany : B
urn
Sta
ndard
Co L
td (
BS
CL)
(3+
4)
or E
BIT
A o
r G
ross
Mar
gin
(Tot
al E
xpen
ses
- O
ther
Exp
ense
s)
FINANCIAL ACCOUNTS
FOR THE YEAR
2015-16
ANNUAL REPORT - 2015-2016 - 63
ACCOUNTS - 2015-16
64 - ANNUAL REPORT - 2015-2016
(Rs. in Lacs)
Notes(2A)
Fixed AssetsTangible Assets 2.11 47115.74 47302.81Intangible Assets 0.00 0.00Capital Work in Progress 176.35 47292.09 19.37 47322.18
Non Current Investment 2.12 1.00 1.00 Long Term Loans and Advances 2.13 0.63 0.63 Other Non Current Assets - -
Current AssetsInventories 2.14 3839.98 3823.89Trade Receivables 2.15 2083.95 1741.42Cash and Bank Balance 2.16 2190.44 2381.86Short-Term Loans and Advances 2.17 1679.22 1699.36Other Current Assets 2.18 578.49 10372.08 180.31 9826.84
TOTAL 57665.80 57150.65Significant Accounting Policies 1ANotes on Financial Statement 2A - 2B
Notes referred to above form an integral part of the Balance SheetAs per our Reports of even date.
For Kay & Kay AssociatesChartered AccountantsFRN No.:312108E
C.A. Subroto Dey
Md. A. AlamPartner
Chairman & Managing Director
Membership No.054316
Place : Kolkata Date : 24th November, 2016
Dy.Mgr.(Fin.)
Company Secretary &
As at 31.3.2015
Balance Sheet as at 31st March, 2016
S. Dutta Gupta
Burn Standard Co. Ltd.
As at 31.3.2016
Shareholder's FundShare Capital 2.1 18463.25 17763.25
Reserves & Surplus 2.2 17611.87 36075.12 20449.50 38212.75
Share Money Pending Allotment 2.3 -
Non Current LiabilitiesLong Term Borrowings 2.4 3990.52 3990.52Other Long Term Liabilities 2.5 1131.08 1131.08Long Term Provisions 2.6 2777.29 7898.89 2696.29 7817.89
Current LiabilitiesShort Term Borrowings 2.7 4400.71 4422.44Trade Payables 2.8 8655.39 6073.43Other Current Liabilities 2.9 607.46 612.63Short Term Provisions 2.10 28.23 13691.79 11.51 11120.01
TOTAL 57665.80 57150.65
-
(Rs. in Lacs)
Notes(2A)
For Kay & Kay AssociatesChartered AccountantsFRN No.:312108E
C.A. Subroto Dey
Md. A. AlamPartner
Chairman & Managing Director
Membership No.054316
Place : Kolkata Date : 24th November, 2016
Dy.Mgr.(Fin.)
Company Secretary &
As at 31.3.2015
Statement of Prot and Loss for the year ended 31st March 2016
S. Dutta Gupta
Burn Standard Co Ltd
As at 31.3.2016
INCOMERevenue from Operations 2.19 11969.03 12563.53Other Income 2.20 1844.69 781.87
Total Revenue 13813.72 13345.40
EXPENDITURE :
Cost of Materials Consumed 2.21 6470.62 6765.16Changes in Stock of Finished Goods & WIP 2.22 293.27 946.82Manufacturing Expenses 2.23 2573.30 1497.53Consumption of Stores & Spares 2.24 817.25 720.85Power & Fuel 1261.38 1355.96Employee Benefits Expense 2.25 3114.90 3166.22Operational Expenses 2.26 941.93 912.43Finance Costs 2.27 577.52 543.14Depreciation and Amortisation Expense 2.28 252.32 394.04Other Expenses 2.29 348.86 127.47
Total Expenses 16651.35 16429.62
Profit/(Loss) for the Year Before Tax (2837.63) (3084.22)
Exceptional Items (Dr)/Cr 2.30 -
617.85
Net Profit /(Loss) before tax (2837.63) (2466.37)Deferred Tax - Credit -
-
Net Profit /(Loss) after tax (2837.63) (2466.37)Profit /(Loss) brought forward from previous year (23030.41) (20564.04)Accumulated Loss (25868.04) (23030.41)
Balance Carried to Balance Sheet (25868.04) (23030.41)
Earnings per Equity Share of face value of Rs 1000 each Negative( Basic and Diluted)Significant Accounting Policies 1ANotes on Financial Statement 2A - 2BNotes referred to above form an integral part of the Statement of Profit & Loss AccountAs per our Reports of even date.
ACCOUNTS - 2015-16 CONTD...
ANNUAL REPORT - 2015-2016 - 65
Cash Flow Statement For The Year Ended 31.03.2016
Burn Standard Co Ltd
A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit/(Loss) before taxation & Extraordinary Adj. (2837.63) (2466.37)Adjustments for :
Depreciation 252.32 394.04Extra Ordinary / Exceptional Items 0.00 (617.85)Interest Expenses 543.58 477.04Provisions 228.20 119.20VRS Expenses (Amortised) 0.00 1024.10 0.00 372.43
(1813.53) (2093.94)Operating Profit before working capital changesAdjustments for :
Inventories (16.09) 1110.77Sundry Debtors (342.53) 640.01VRS Exgratia 0.00 0.00Other Current Assets (398.18) 652.18Loans & Advances 20.14 763.46Current Liabilities & Provisions 2446.31 1709.65 (1340.80) 1825.62
B. Cash Flow before Extraordinary ActivitiesExtraordinary Items & others 0.00 617.85Tax Paid 0.00 0.00 0.00 617.85
Total (A) (103.88) 349.53
C CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets [Including (CWIP)] (222.23) (195.19)Investments 0.00 (1.00)
Total (B) (222.23) (196.19)CASH FLOW FROM FINANCING ACTIVITIESIncrease / (Decrease) in Secured Loans (21.73) 315.30Increase/(Decrease) in Unsecured Loans 0.00 200.00Increase in Share Capital 700.00 200.00Interest paid (543.58) (477.04)
Total (C) 134.69 238.26
Net Inflow/(Outflow) (A+B+C) (191.42) 391.60
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 2381.86 1990.26
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 2190.44 2381.86
NET CASH INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (191.42) 391.60
Cash in hand and transit 3.32 4.12Balances with Scheduled Banks
In Current Account 83.09 204.53In Short Term Deposit Account 1898.69 1967.87In Other Fixed Deposits 205.34 2187.12 205.34 2377.74
2190.44 2381.86
Note : 1) Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard - 3.2) Cash & Cash equivalent include Fixed Deposit with UBI of Rs.204.29 lakhs which is not available for use by the company being subjudiced.
(Rs. In lakhs)
31st March 2016 31st March 2015 For the year ended For the year ended
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NOTE 1A : SIGNIFICANT ACCOUNTING POLICIES
1. ACCOUNTING CONVENTION
1.1. The nancial statements have been prepared under historical cost convention,
modied by revaluation of certain xed assets as and when undertaken in
accordance with the Generally Accepted Accounting Principle in India and comply
with the applicable Accounting Standards and the relevant provisions of the
Companies Act, 2013.
1.2. The Company generally follows Mercantile System of Accounting and recognizes
signicant items of income and expenditure on Accrual Basis except as otherwise
stated.
2. INCOME
2.1 Turnover against sale contracts is considered on the basis of actual dispatches
against ex-works contract, on delivery to the common carrier unconditionally
appropriated to the sale contract and against FOR destination contract on actual
delivery/receipted challan.
2.2 Earnings against fabrication and erection activities (including those for
manufactured products wherever applicable) are reckoned as per certicates of
customers of matching percentage completion.
2.3 In respect of turnkey projects/long-term contracts/weight based contracts, value of
work executed is determined on the basis of 97.5% of proportionate contract price
including escalation up to the maximum ceiling limit with reference to matching
percentage completion when a project reaches 30% completion stage making
suitable provision for contingency against prot. Below the said stage, the work
done are evaluated at direct cost.
2.4 Amount of escalation due as per contract, 'balance bill' and 'other claims' etc. for
which invoices could not be raised due to contractual provisions etc. are accounted
for as 'Sales' and shown under 'Other Current Assets'.
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2.5 Sales are inclusive of Freight and other Charges recoverable but exclusive of
Excise Duty and Value added Tax.
2.6 Credit for scrap is accounted for when identied and physically veried for disposal.
2.7 All claims like Escalation, Export Incentive and Insurance etc. are accounted for to
'Sales' on ascertaining their realisability.
3. EXPENSES
3.1 Expenses for after-sales-service during the guarantee period are considered in the
accounts when incurred.
3.2 Sub-contract and other direct expenses include jobs done/processed through
sub-contractors, ancillaries and Sister Units.
3.3 Employees Remuneration include
a) Contribution to Provident Fund and Family Pension Fund on actual liability
basis.
b) Gratuity and leave encashment benet on actuarial valuation basis.
3.4 Excise Duty is accounted for on goods cleared at the time of clearance of the
goods from the factory and on nished goods in stock at the end of the year.
Credit for CENVAT in respect of excisable goods is accounted for on receivable
basis and adjusted against Excise Duty charges on availment basis.
3.5 Prepaid Expenses up to Rs.5000/= are charged off to Revenue.
3.6 Prototypes developed or under development including experimental orders are
carried as items of Inventory until sale, transfer of scrapping at cost.
4. INCOME AND EXPENSES RELATING TO PRIOR PERIOD
4.1 Income and Expenses more than Rs.5,000/= in each case pertaining to earlier
years are shown under this head.
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4.2 INTER-UNIT TRANSACTIONS
i) Inter-Unit transfers are valued at market price or prices agreed to by the Units.
ii) Transfers affected during the year are not set off and are shown as
'Consumption' and 'Sales'.
5. DEPRECIATION AND AMORTISATION
5.1 Depreciation on Fixed Assets has been provided for on Straight Line Method and in
accordance with Schedule XIV of the Companies Act, 1956. However, only plant
and Machinery, whose individual cost is Rs.5,000/= or less are depreciated at 100%
in the year in which the asset is put to use.
5.2 Extra shift depreciation is calculated for the full year irrespective of number of days
worked on double shift / triple shift.
5.3 As and when the xed assets are revalued, the difference between revalued value
of xed assets and written down value is transferred to revaluation reserve.
Revaluation reserve account is set off with annual depreciation, wherever
applicable on that portion of the value which is written up.
6. CAPITAL EXPENDITURE
Fixed Assets are capitalized at cost exclusive of CENVAT element and inclusive of
installation and related expenses. Addition of Assets against specic loan fund are
capitalized exclusive of interest on the said loan up to the date of commissioning.
Job done departmentally on Capital Account is taken to the credit of Prot and Loss
Account. Advances paid for acquisition of Capital Assets are included in Capital
Work-in-Progress.
7. INVESTMENTS
Investments are intended to be held for long term and as such carried at cost except
in the case of diminution, other than temporary, in the value of investment.
ANNUAL REPORT - 2015-2016 - 69
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8. INVENTORY
8.1 Finished Goods: Finished Goods are valued at lower of cost (including leviable
excise duty) or realizable value (including escalation).
8.2 Contract-in-progress / Work-in-Progress:
a) All products at different stages of completion (including part deliveries) are
valued at cost or net realisable price, whichever is lower.
b) Prot / Loss is considered upto the stage of completion of contracts. Future loss
on unexecuted portion, if any, is not provided for.
8.3 Raw Materials, Stores and Spares:
a) Stock of materials, stores and spares including loose tools are valued at cost
exclusive of CENVAT element. Issues are priced at weighted average rates.
b) Stock of stores, raw materials, components and capital equipment in bonded
warehouse are valued at cost plus estimated Customs Duty and other
applicable charges but exclusive of interest on Customs Duty.
8.4 Non-moving stores and raw materials to the extent declared obsolete and disposed
of are accounted for as 'Sundry Sales'.
8.5 Non-moving stores, raw materials and loose tools are valued at 75% of book value
in respect of items not moved over 3 years, at 50% for those over 4 years and 25%
for those more than 5 years.
8.6 Free Supply items received from the customers are not considered in nancial
accounts.
8.7 Materials issued to other Units/other subsidiaries/sub-contractors against loan or
for further processing etc. are accounted for, reconciled and disclosed separately.
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9. PROVISIONS
9.1 Sundry Debtors outstanding for more than ve years are fully provided for.
9.2 Provision against Loan, Advances and other Current Assets are made on the basis
of non-relisability of the said assets.
9.3 Claims against the Company are recognized as and when established.
10. SET-OFF
10.1 Advances received from customers in respect of construction contracts are shown
as a deduction from the amount of specic work-in-progress.
10.2 Advances received from customers to the extent linked are set off against
corresponding debts.
10.3 Advances to suppliers are set off against corresponding liability.
11. SEGMENT REPORTING
The company has two manufacturing locations at Howrah and Burnpur and Project
Division & Head Ofce at Head Ofce, Kolkata. Accordingly on geographical basis
the segment reporting is made by the Company.
12. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS.
Provisions involving substantial degree of estimation in measurement are
recognized when there is a present obligation as a result of past events and it is
probable that there will be an outow of resources. Contingent Liabilities are not
recognized but are disclosed in the notes on Accounts. Contingent Assets are
neither recognized nor disclosed in the nancial statements.
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2A. Notes on Financial Statements for the year ended 31st March, 2016
Attention is drawn to point no.1.4 of Note 2B, wherein the 'Other Long Term Liabilities’ pertains to closed loss making refractory units (LRUs).
(Rs. in Lacs)
As at 31.3.2016 As at 31.3.2015
2.1 SHARE CAPITAL Authorised
1850000 (1800000) Equity Shares of Rs. 1000/- each 18,500.00 18,000.00
Issued and Subscribed1846325 (1776325) Equity Shares of Rs. 1000/- each Fully paid up
18,463.25 17,763.25
18,463.25 17,763.25
(i) Of the above issued and subscribed Equity Shares 88283 Shares were issued pursuant to contract for consideration otherwise than in Cash.
(ii) All the Shares were held by BBUNL till April 2011 and thereafter by Ministry of Railways, Govt. of India & its Nominees.
(iii) 20000 Equity shares amounting to Rs.200.00 lakhs has been allotted to MoR on 28.03.2015.
(iv) 70000 Equity shares amounting to Rs.700.00 lakhs has been allotted to MoR on 30.03.2016.
2.2 RESERVES & SURPLUS
Revaluation ReserveAs per last Balance Sheet 43,479.91 43,479.91 Profit and Loss Account
Debit balance of Profit & Loss Account (25,868.04) (25,868.04) (23,030.41) (23,030.41) TOTAL 17,611.87 20,449.50
2.3 SHARE CAPITAL PENDING ALLOTMENTShare Deposits Pending Allotment - -
- -
2.4 LONG TERM BORROWINGS (Unsecured)United Bank of India (Current Account)(Refer Note no.2B.2.1) 79.84 79.84Interest free Loan from MOR 3500.00 3500.00Sales Tax Loan from Govt of West Bengal 410.68 410.68
TOTAL 3990.52 3990.52
2.5
For Goods 342.47 342.47For Expenses 358.23 358.23For Liabilities 430.38 1131.08 430.38 1131.08
1131.08 1131.08
OTHER LONG TERM LIABILITIES
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i)
NOTE 2.11 : FIXED ASSETS & CAPITAL WORK IN PROGRESS
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2A. Notes on Financial Statements for the year ended 31st March , 2016(Rs. in Lacs)
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As at 31.3.2016 As at 31.3.2015
(B) INVESTMENT IN SHARES
Subsidiary Company (Unquoted)
Bharat Brakes and Valves Ltd.
81348 Ordinary Shares of Rs. 1000 each 398.73 398.73
Reyrolle Burn Ltd.
216970 Ordinary Shares of Rs. 100 each 192.22 192.22
includes 91970 Shares pending allotment 590.95 590.95
Less: Written off ( as per note stated below) 590.95 0.00 590.95 0.00
Trade Investment (Unquoted)
The Indian Standard Wagon Co. Ltd.
41500 Ordinary Shares of Rs. 10 each 2.94 2.94
The Vaughan Burn Cranes Co. Ltd.
3000 Ordinary Shares of Rs. 10 each 0.30 0.30
Wagon India Ltd.
1500 Equity Shares of Rs. 100 each 1.50 4.74 1.50 4.74
Other than Trade Investment (Unquoted)
The South Indian Export Co. Pvt. Ltd.
6500 Ordinary Shares of Rs. 10 each 0.65 0.65
Chiranadu Small Scale Indus. Service Co-ope.Society Ltd.10 Shares of Rs. 100 each 0.01 0.66 0.01 0.66
2.12 NON CURRENT INVESTMENTS
(A) IN GOVERNMENT SECURITIES (Quoted)
3% Loan 1946-86 Nominal Value Rs. 0.06 lakh) 0.04
5.5% Loan 1992 Nominal Value Rs. 0.05 lakh) 0.05
5.5% Loan 1992 Nominal Value Rs. 0.03 lakh) 0.03 0.12
0.04
0.05
0.12 0.03
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Notes on Financial Statements for the year ended 31st March , 20162A. (Rs. in Lacs)
As at 31.3.2016 As at 31.3.2015
(C) INVESTMENT IN DEBENTURES Bharat Brakes and Valves Ltd.
121455(Pre. Year 121455) 'O' rate Dentures of Rs. 1000
each pending allotment 1214.55Reyrolle Burn Ltd.21555(Pre. Year 21555) 'O' rate Dentures of Rs. 1000
each pending allotment 215.551430.10
Less: Written off ( as per note stated below) 1430.10 0.005.52Less: Provision for fall in market value /
unrealizable investment 5.52
0.00
(D) INVESTMENT IN SAIL-BENGAL ALLOY
CASTINGS PVT LTD
1.00
[10000 equity shares @ Rs.10/- each] 1.00
1214.55
1430.10
1430.10
215.55
0.005.52
5.52
0.00
1.00
1.00
(i) Bharat Brakes & Valves Ltd (BBVL)
ii) RBL Ltd
iii) SBACPL
(iii)On the basis of BIFR directive Rs.107.71 lakhs has been pledged with UBI-Royal Exchange Branch under lien against sale value of a piece of land at Salem unit to be used for future rehabilitation included under short term deposit account with bank.
1,714.04647.46
1,184.57155.59837.62231.76
4,771.04947.15
3,823.89
Notes on Financial Statements for the year ended 31st March , 20162A. (Rs. in Lacs)
As at 31.3.2016 As at 31.3.2015
2.13 LONG TERM LOANS AND ADVANCES Advance and Loans to subsidiaries
Loans -
Less: Recovered - 0.00
Advances 0.01
Less: Written off (0.00)
0.01
Balances with Customs/Port Trust 0.62
TOTAL 0.63
339.25339.25
15.6515.64
0.00
0.010.620.63
2.14 INVENTORIES Raw Materials 2543.82Less: Project Inventory (387.35) 2,156.47
Finished Goods 411.93
Work -in-Progress -
1,126.83
Project Inventory (Sheet Piles atJelligham) 155.59
Consumable Stores and Spare parts 803.51
Project Inventory (Sheet Piles at Garden Reach) 231.76
4,886.09
Less: Provision for non-moving/obselete/Unusuable items 1,046.11
TOTAL 3,839.98
(iii)Provision for inventories of Rs.1046.11 lakhs includes Rs.259.06 lakhs against consumable stores & spare parts and balance of Rs.722.51 lakhs is for Raw materials and Rs.64.53 lakhs for Finished goods.
(i)Inventory items have been physically verified in all Operating Units departmentally under Perpetual Inventory System covering major portion of the Closing Stock. Discrepancies as detected were not material in nature and have been adjusted. (ii) Ref. Note 1A-8 Accounting Policy for basis of valuation of inventories.
(387.35)2101.39
iv) Work-in-Progress includes inventories with LRU's amounting to Rs.209.01 lakhs.
2.15 TRADE RECEIVABLES ( Unsecured )
Debts due over six monthsConsidered Good 1813.61Considered Doubtful 3565.29 5378.89Other DebtsConsidered Good 270.35
5649.24Less: Provision for Doubtful Debts 3565.29
TOTAL 2083.95
1729.533205.23 4934.76
11.904946.663205.231741.43
2.16 CASH AND CASH EQUIVALENTSCash in hand and transit 3.32Balances with Schedule BanksIn Current Accounts 83.09In Short-Term Deposit Account with Bank 1,898.69
Fixed deposits with Banks 205.34
2,187.12
TOTAL 2,190.44
4.12
204.531967.87
205.34 2377.74
2,381.86
(i)Cash & Bank Balances include Fixed Deposit with United Bank of India, Calcutta Main Branch having principal amount of Rs.204.29 Lakhs. The said Fixed Deposit was unilaterally adjusted by the bank against their alleged pre-nationalization dues. After obtaining approval of Committee on Disputes (COD), the Company filed a money suit on 21.1.2011 in the Hon’ble Kolkata High Court against United Bank of India for recovery of the same along with accrued interest. (ii) Unconfirmed Bank Balances amounted to Rs.12.09 lakhs and fixed deposits Rs.1.04 lakhs.
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ACCOUNTS - 2015-16 CONTD...
Notes on Financial Statements for the year ended 31st March , 20162A. (Rs. in Lacs)
As at 31.3.2016 As at 31.3.2015
Miscellaneous Income of Rs.1710.22 Lakhs for the F Y 2015-16 includes savings in steel amounting to Rs.1461.31 Lakhs.
Notes on Financial Statements for the year ended 31st March , 2016
2015-16 2014-15
(Rs. in Lacs)
2.22 CHANGES IN INVENTORIES OF FINISHED GOODS WORK-IN-PROGRESS - (Increase)/DecreaseFinished Goods :Opening Stock 647.46
-
Less:Closing Stock (411.93)
235.53
Work in ProgressOpening Stock 1,184.57
Less:Closing Stock (1,126.83)
57.74
TOTAL 293.27
1,754.47-
(647.46)
1,024.38(1,184.57)
1,107.01
(160.19)946.82
2.23 MANUFACTURING EXPENSES:Fabrication charges to Sub-contractors 810.45Transportation and Service Charges to Sub-contractors 851.63Design and Drawing Charges 1.95Freight Inward 32.75Processing Charges 418.05Excise Duty 458.47
TOTAL 2573.30
969.28265.34
0.3038.85
232.31(8.55)
1497.53
2.24 CONSUMPTION OF STORES, SPARE PARTS AND LOOSE TOOLS
Opening Stock 837.62Add : Purchases 783.14 1,620.76
Less: Closing Stock 803.51
817.25
807.44751.03 1,558.47
837.62720.85
2.25 EMPLOYEE BENEFITS EXPENSE Salaries and Wages 2114.29Leave Encashment 130.13Gratuity 350.63Bonus 45.56Contribution to PF & FPF 191.68Deposit Linked Insurance 4.06Contribution to ESI 2.95Other Employee Benefits 275.60
TOTAL 3114.90
As per AS-15 (Revised) information are furnished in Note 2B
2120.47132.82381.11
0.00191.23
5.012.92
332.663166.22
2.26 OPERATIONAL & ADMN. EXP.Repairs & Maintenance :Building 7.44Plant & Machinery 67.18Others 33.27 107.89Administrative ExpensesRent 90.36Rates & Taxes 137.35Insurance 4.27
23.6658.6822.64 104.98
90.1969.658.54
2A.
Note 2.26 contd…
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ANNUAL REPORT - 2015-2016 - 79
Notes on Financial Statements for the year ended 31st March , 2016
2015-16 2014-15
(Rs. in Lacs)2A.
Printing and Stationary 10.07Advertisement and Publicity 7.36Payment to Statutory Auditors Payment to Auditors Statutory Audit Fees 1.08 Other Services & Out of Pocket Expenses 0.40 1.48Payment to Auditors Internal Audit Fee 3.38
11.314.64
1.080.66 1.74
4.30Travelling Expenses Directors 20.53 15.02 Others 9.62 30.15 12.80 27.82Postage and Telegram 12.00 12.71Motor Vehicle Expenses 15.38 14.52Subscription and Donation 0.33 0.00Training and Seminar Fees 1.39 0.20
Director's Fees 0.61 0.58
Hiring Charges 40.33 41.45
Freight Outward 32.91 8.36
Legal Expenses 6.93 15.98Ship Building Expenses 0.26 0.00Liquidated Damages 13.82 13.75Filing Fees 0.69 0.25Consultation & Retainership Fees 157.77 125.34Security Service Charges 171.93 148.55Entertainment Expenses 1.17 10.84Tendering Charges 0.62 0.65Board Meeting Expenses 0.55 0.78Others 92.93 439.48 195.30 495.46
941.93 912.43
2.27 FINANCE COSTS Bank Interest (Cash Credit) 364.98 333.67Other Interest 178.60 143.37Bank Charges 33.94 66.10
TOTAL 577.52 543.14
2.28 DEPRECIATION AND AMORTISATION EXPENSE Depreciation (Note No. 2.11) 252.32 394.04Amortisation of VRS Expenses 0.00 0.00
TOTAL 252.32 394.04
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Notes on Financial Statements for the year ended 31st March , 2016
2015-16 2014-15(Rs. in Lacs)
2A.
2.29 OTHER EXPENSES :(Debit)/CreditProvisions:Inventories & Expenses 100.87Doubtful Debts 360.06Doubtful Claims( other current assets) (258.58)Doubtful Advance 25.85
[ A ] 228.20Prior Period Adjustments ( Credit )Sales,Raw materials,Employees' remuneration,Mfg. Exp. Etc (14.45)
[ B ] (14.45)
Prior Period Adjustments -DebitManufcturing expenses and other direct cost 135.11Power and Fuel -
[ C ] 135.11
[A+B+C] 348.86
10.5527.5829.7951.28
119.20
(216.11)(216.11)
224.38-
224.38
127.47
2.30
EXCEPTIONAL ITEMS : (Dr.) / Cr.
VRS liability no longer required written back -
335.88
Receipt from Official Liquidator on BBVL A/C -
281.97
-
617.85
Note :(i) VRS Grant pertainig to 2002-03 already paid to employees booked wrongly as liability has been written back Rs.335.88 lakhs and (ii)Amount received from Official Liquidator of BBVL after adjustment of loans and advances Rs.281.97 lakhs.Both have been treated as exceptional items.
NOTE 2.31: SEGMENT REPORTING [ Geographical Segments ] (Rs.in Lacs) Engineering Units Consolidated
Howrah Burnpur HO/Project TotalA Primary Segment Information :
1 Revenue- External Sales 7446.79 3673.81 848.43 11969.03- Internal Segment sales -
-
-
-
Total Revenue 7446.79 3673.81 848.43 11969.032 Segment Results
- Profit/(Loss) before Interest, Taxation, other income (913.69) (860.24) (1063.70) (2837.63)- Interest (Finance Expenses) (29.58) (30.44) (517.50) (577.52)- Other revenue (Interest on Loans & Deposits, Income from current & long term investments, Profit/Loss on sale of Investment etc. 969.75 624.23 250.71 1844.69- Profit/(Loss) before Exceptional Items (913.69) (860.24) (1063.70) (2837.63)Extra ordinary Items
-
-
-
-
3 Profit/(Loss) after taxation (913.69) (860.24) (1063.70) (2837.63)4 Segment Assets 8435.16 11969.47 37261.17 57665.80
Revaluation of Land Assets -
-
-
-
5 -Segment Liabilities 5100.94 4876.88 11612.86 21590.686 Capital Expenditures 49.28 18.39 1.46 69.137 Segment Depreciation 153.72 61.60 37.00 252.32
B Secondary Segment Information With in India Outside India
Total RevenueSegment Revenue 13813.72 -
13813.72
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- - - -
NOTE 2B: NOTES ON ACCOUNTS
1. Implementation of BIFR order dated 16.4.1999 - Case no. 508/94
1.1 The Company became a sick company within the meaning of clause 'O' of sub
section(1) of Section-3 of the Sick Industrial Companies (Special Provision) Act
1985 for which reference was made to the Board for Industrial and Financial
Reconstruction (BIFR) under Section 15(1) of that Act in November 1994. BIFR
sanctioned a Rehabilitation Scheme on 16.4.1999 based on operation of units at
Howrah, Burnpur and Salem and Central Project Division of the Company.
During the latest hearing, BIFR directed Company, OA and the MoR to revisit the
Modied Draft Rehabilitation Scheme (MDRS) and le fully up-dated draft
MDRS.
1.2 Govt. of India vide its letter No.8 (12)2009-PE III dated 6thAug2010 approved
transfer of administrative control of the Company (other than Refractory unit at
Salem) to Ministry of Railway (MoR), which was effected on and from 15.9.2010
and that of the Refractory Unit at Salem to Steel Authority of India Ltd under
Ministry of Steel (MoS), was made effective on and from 16th Dec2011. Further
based on receipt of sanctions for nancial restructuring from GOI for conversion
of Government loans into equity with corresponding reduction of equity &
accumulated losses and waiver of normal and penal interests have already been
incorporated in the Accounts of 2010-11.
1.3 The accounts have been prepared on a “Going Concern Basis” based on the
various measures undertaken by the GOI and the company for continuation of its
business.
1.4 Other Long Term liabilities ( Sch -2.5 ) of Note 2A amounting to Rs 1131.08
lakhs pertains Loss Making Refractory Units namely Raniganj Works, Gulfabari
Works , Jabalpur Works and Niwar Works which are closed since 31.12.2000.
2. No Provision has been made in respect of:
2.1 Interest on credit balance of Rs.79.84 Lakhs (United Bank of India Current
Account) pertains to pre-nationalization period for which provision in the
accounts was not necessary as per terms of relevant Nationalization Act.
2.2 Details of impairment of Assets in closed & other units are in the process of
identication and the loss if any will be assessed and provided for.
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3. Fixed Assets:
3.1 Revaluation of Land Assets:
The Board in its meeting held on 19th Feb 2007 & 15th Dec 2010 approved valuation of Company's land assets. Three approved valuer were appointed and based on the average of the three valuations done by the valuer during the month of Dec 2009, the revaluation was given effect during the year 2010-11. The appreciation on account of revaluation of land assets amounting to Rs. 43479.91 lakhs has been credited to the Revaluation Reserve.
3.2. Stock of imported Sheet Piles worth Rs.387.35 Lakhs was being carried on as CWIP till FY 2010-11. The stock lying at Jelligham Site was 1980.78 MT valued at Rs. 155.59 lakhs and Garden Reach bonded warehouse was 2950.423 MT valued at Rs. 231.76 lakhs. The stocks have been regrouped under inventories.
4. Current Assets and Current Liabilities: Pending conrmation from the parties, the balances in Sundry Debtors, Loans &
Advances, In operative Bank Balances, Deposits & Other Current Assets and Sundry Creditors have been taken at book balance. In the opinion of the Management, Current Assets, Loans and Advances are realizable in the ordinary course of business at least equal to the amount at which they are stated save and except for Loans & Advances lying outstanding for more than 10 years for which no details are available. Necessary provision has been made in the books.
5. Arrears of 1992 Pay Revision:
Salary revision agreement of the ofcer of the company expired on 31.12.91. Administrative approval vide no. 3(17)/99 PF III dated 19.04.2000 has been issued by Dept. of Heavy Industry, Govt. of India, advising implementation of pay revision for ofcers from 1.1.2000 in accordance with the DPE Guideline dated 19.07.1995 on prospective basis with stipulation for payment of arrears on adequate internal generation of resource by the company. The Hon'ble Calcutta High Court opined in the judgment dt. 27.03.2003 that if any Revival / Joint Venture scheme is proposed, then the matter with regard to the pay revision of the petitioners is required to be considered while sanctioning any such new scheme. Further DHI vide its letter dt. 06.08.2010 intimated that the resources for meeting the arrears of 1992 pay revision must have to be internally generated and must come from improved performance in productivity. Hence, the management is of the opinion that no provision for the pay revision estimated at Rs. 1934.00 lakhs is required at this stage.
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6. Remuneration to Whole time Directors:
6.1 Remuneration paid (in Rs.) to Whole-time Directors (including Managing
Director) during the year:
In addition Whole time Directors are allowed to use Co.'s car for private use up to
1000 KM. per month on payment of Rs. 2000/- PM.
6.2 Balance due from Directors and Secretary as on 31st March, 2016 - Rs. Nil
(Previous Year - Nil).
7. Joint Venture
Burn Standard Co. Ltd and Steel Authority of India Ltd. has entered into a 50:50
joint venture for manufacture of wagon components and set up a company under
the name of SAIL BENGAL ALLOY CASTING PVT. LIMITED at the leasehold land
in Jellingham, West Bengal vide JV agreement dated 25.05.2012. The Joint
Venture Company was incorporated on 12.02.13. Fund amounting to
Rs.7.00 Crores from MoR has been received by BSCL during FY 2015-16.
Pending payment of fund to the JV Company and issuance of Share
Certicate by the JV Company no accounting effects of investments is made
in the books of BSCL.
However expenses paid by BSCL towards pre-incorporation and pre-operative
expenses amounted to Rs. 46.34 Lakhs is shown under the head Advances in
Schedule - 2.17
8. Contingent Liabilities not provided for in respect of :
8.1 Estimated amount of contracts remaining to be executed on Capital Account and
not provided for – Rs535.17 Lakhs (Previous Year - Rs. 535.17 Lakhs).
8.2 Bank Guarantee outstanding – Rs. 536.19 Lakhs (Previous Year - Rs. 51.52
Lakhs).
Name Designation PeriodSalary &
AllowancePerquisites
D. Marandi
Chairman
&
Managing Director
April 15
to March 16
18,41,006.10
1,64,716.00
A.M. Singh
Director( Engg)
April 15
to March 16
17,46,609.00
1,42,499.00
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8.3 Letter of Credit outstanding - Rs. 55.55 Lakhs( Previous Year - Rs. 11.12 Lakhs).
8.4 Cases re lated to Excise Duty Cla ims inc luding penal ty for Rs
5383.09Lakhs(PreviousYear-Rs.5383.09 Lakhs) i.e. For BW-Rs.1345.09 Lakhs (
Previous Year -Rs. 1345.09 Lakhs), for HW-Rs.3938.00 Lakhs ( Previous Year-
Rs.3938.00 Lakhs) & CPD Rs 100.00 Lakhs( Previous Year –Rs.100.00 Lakhs)
are pending before different Appellate Authorities.
8.5 Sales Tax demand for Rs. 1592.28 Lakhs (Previous Year - Rs. 761.58 Lakhs)
which have been contested and is pending with Appellate Authority. 8.6 Inventory includes 2946MT of BSCL sheet piles lying at Jellingham Fabrication
Yard valued at Rs 155.59 lakh . However physical verication of inventory
assessed the quantity of stock at 1980.78 MT. Hence there is a shortage of 965.22
MT. The proportionate value of the shortage works out to Rs 50.98 lakhs. No
provision for such shortage has been made in the accounts.
8.7 Legal Suits against Company pending before different authorities – amount not
ascertainable.
8.8 Claims against Company being disputed by the management have not been
acknowledged as debt-amount unascertainable.
8.9 Arrear salary for Pay revision w.e.f. 1.1.1992 estimated at Rs 1934.00 Lakhs up to
31-12-1999 on implementation of pay revision of ofcers are payable on
company's improved operational performance and company having adequate
internal cash generation to meet this liability. 8.10 Customs Duty Payable for Sheet Piles in case of domestic sales amounting to Rs.
301.69Lacs (Previous Year - Rs.301.69 Lakhs.)
8.11 Demand of Property Tax amounting to Rs.147.58 Lakhs subsequently enhanced
to Rs. 220.74 Lakhs in the year 2004-05 by the Municipal Corporation, Jabalpur
(M. P.) against which Writ Petitions are pending before the Hon'ble Jabalpur High
Court.
8.12 Proceedings initiated by Kolkata Port Trust before Ld Estate Ofcer for
outstanding towards disputed rent and interest for leasehold land at Howrah
Works and Jellingham demanded by Kolkata Port Trust under the Provisions of
the Public Premises Eviction of Unauthorized Occupants Act, 1971 is pending.
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Initially, the rent was decided based on the lease agreement entered into between
Kolkata Port Trust and Burn Standard Co Ltd. However, Kolkata Port Trust is
demanding Schedule Rates with interest. Application for waiver of total interest
amounting to Rs. 144.76 lakhs in respect of Jellinghum have been made to the
concerned authorities and not provided for.
8.13 Payment of wage settlement of NW, JW and RW group of workers, matter
subjudicated before the Hon'ble High Court – amount not ascertainable.
8.14 Arrear rent for custom bonded warehouse at Garden Reach amounting to Rs.
290.00 lakhs since 16th Jan. 1990 being disputed before the Hon'ble High Court,
Kolkata in respect of imported Sheet Piles.
8.15 Abnormal enhancement of Municipal Tax, and interest and penalty for Head
Ofce there on mentioning Rs. 196.24 lakhs is disputed by the company and not
provided for.
8.16 Municipal Tax liability of Raniganj Works amounting to Rs 100.00 lakhs has not
been provided for.
9. As per AS-18, the information on Related Party is given:-
i) Key Management Personnel-
1. Sri D. Marandi –Chairman &Managing Director.
2. Sri A.M. Singh - Director (Engineering)
ii) Transaction with Related Parties-
Remuneration paid to Directors - Refer note no 6.1 above.
10. Turnover is disclosed net of Excise Duty in accordance with ASI 14 on
“Disclosure of Revenue from sale transactions” issued by the ICAI.
11. As per AS-15 (Revised) following information are furnished below:-
a) Disclosure of Employer expense for the year ended 31st March 2016
As on 31.03.16 As on 31.03.15.
A. Components of employer Expenses Gratuity Leave Benets Gratuity Leave Benets
1. Current Service cost (Including
risk premium for fully insured benets) 68.69 19.81 69.59 19.81
2. Interest cost 175.37 32.58 182.43 32.35
3. Expected Return on Plan Assets 0.00 0.00 0.00 0.00
4.Curtailment Cost /(Credit) 0.00 0.00 0.00 0.00
5. Settlement Cost/(Credit) 0.00 0.00 0.00 0.00
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6. Past Service cost 0.00 0.00 0.00 0.00
7. Actuarial Losses / (Gains) (185.58) (29.86) 47.98 17.18
8.Total Employer expenses
recognized in P&L 58.48 22.53 300.00 69.34
B. Change in Dened Benet Obligation
1. DBO at beginning of the period 2248.36 417.70 2105.69 370.56
2. Service Cost 68.69 19.81 69.59 19.81
3. Interest Cost 175.37 32.58 182.43 32.35
4.Curtailment Cost /(Credit) 0.00 0.00 0.00 0.00
5. Settlement Cost / (Credit) 0.00 0.00 0.00 0.00
6. Plan Amendments 0.00 0.00 0.00 0.00
7. Acquisitions 0.00 0.00 0.00 0.00
8. Actuarial Losses / (Gains) (185.58) (29.86) 47.98 17.18
9. Benets Payments 0.00 0.00 (157.33) (22.20)
10. DBO at end of the period 2306.84 440.23 2248.36 417.70
C. Change in Fair Value of Assets
1. Fair Value of Plan Assets at
beginning of the period 0.00 0.00 0.00 0.00
2. Acquisition adjustment 0.00 0.00 0.00 0.00
3. Expected return on Plan Assets 0.00 0.00 0.00 0.00
4. Actual company contribution 0.00 0.00 157.33 22.20
5. Actuarial Losses / (Gains) 0.00 0.00 0.00 0.00
6. Benet Payments 0.00 0.00 (157.33) (22.20)
7. Fair Value of Plan Assets at end
of the period 0.00 0.00 0.00 0.00
D. Actuarial Assumption:-
The Principal Actuarial assumptions as at 1st April 2015 and 31st March 2016 are as follows:-
01/Apr/15 31/Mar/16
Discount Rate 7.80% 7.50%
Expected Return on Assets N/A N/A
Salary Escalation 5.00% 5.00%
Indian Indian
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Assured Assured
Lives Lives
Mortality Mortality
(2006-08) (2006-08)
(modied) (modied)
Ult. Ult.
Mortality Rate
01/Apr/15 31/Mar/16
Ages from 20-25 0.50% 0.50%
Ages from 25-30 0.30% 0.30%
Ages from 30-35 0.20% 0.20%
Ages from 35-50 0.10% 0.10%
Ages from 50-55 0.20% 0.20%
Ages from 55-60 0.30% 0.30%
12. Deferred Tax has not been calculated due to continuous loss in the company.
13.Figures for previous year have been re-arranged and regrouped, wherever found necessary.
For Kay & Kay Associates
Chartered Accountants
Firm Regn No: - 312108E
C.A. Subroto Dey Md. Asad Alam S. Datta Gupta
Partner Chairman & Managing Director Company Secretary
Membership No 054316 & Dy. Mgr. (Fin)
Place : Kolkata
Date : 24th November, 2016
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