Mar 31, 2018
Report on the Standalone Ind AS financial statements
We have audited the accompanying standalone Ind AS financial statements of GPT Infraprojects Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information, which include thirty-three (33) joint operations.
Managementâs Responsibility for the Standalone Ind AS financial statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company including its joint operations in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and its joint operations and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence obtained by us and other auditors / one of the joint auditors in terms of their reports referred to in âOther Mattersâ paragraph below, is sufficient and appropriate to provide a basis for our qualified audit opinion.
Basis for qualified opinion
Attention is invited to the following -
(a) Note 33(C) to the standalone financial statements regarding unbilled revenue, accrued price escalations and trade receivables aggregating RS.2,692.82 lacs (including impact of unwinding), on certain significantly completed construction contracts, which are yet to be billed / realised by the Company and that are largely outstanding for more than 3 years. Due to the uncertainties over the eventual billings / collections of the said amounts, we are unable to comment on the appropriateness of aforesaid balances being carried forward in these standalone financial statements including the extent of realisability of the above asset balances, the period over which these are expected to be realised and any other consequential impact that may arise in this regard. This matter was also qualified in our audit report pertaining to the previous year.
(b) Note 33(D) to the standalone financial statements regarding unbilled revenue aggregating RS.1,860.25 lacs on a significantly completed construction contract that is yet to be billed by the Company. Due to the uncertainties over the eventual billings / collections of the said amounts, we are unable to comment on the appropriateness or otherwise of the aforesaid balances being carried forward or their classification as current in these standalone financial statements including the extent of recoverability of the above asset balances and any other consequential impact that may arise in this regard.
Qualified opinion
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of one of the joint auditors / other auditors on the separate financial statements and the other financial information of thirty-one (31) joint operations and on consideration of management certified financial information of two (2) joint operations, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company and its joint operations as at March 31, 2018, of its profit including impact of other comprehensive income, its cash flows and the changes in equity and its cash flows for the year ended on that date.
Emphasis of Matter
(a) Attention to drawn to note no. 33(E) of the standalone financial statements regarding the uncertainty on recoverability of Companyâs share of unbilled revenue, trade and other receivables aggregating RS.1,727.95 lacs in respect of two joint operations, wherein the underlying projects have been completed and as represented to us, the management of such joint operations have initiated arbitration proceedings for recovery of dues.
(b) Attention is drawn to Note No. 33(F) of the standalone financial statements, regarding material uncertainties that may cast doubt on the ability of a subsidiary company to continue as going concern and the consequential impact, if any, on the Companyâs carrying value of direct / indirect investments aggregating RS.936.91 lacs in that subsidiary company.
Our opinion is not qualified in respect of these matters.
Other Matters
(a) We did not audit the financial statements and other information of sixteen (16) joint operations included in the accompanying standalone financial statements of the Company whose financial statements and other financial information reflect Companyâs share of total assets of RS.3,431.73 lacs and net assets of RS.433.82 lacs as at March 31, 2018 and total revenues of RS.9,319.41 lacs and net cash inflows of RS.34.86 lacs for the year ended on that date respectively. These financial statements and other financial information of these joint operations have been audited by other auditors, whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of such joint operations, is based solely on the report of such auditors.
(b) The financial statements and other information of fifteen (15) joint operations included in the accompanying standalone financial statements of the Company whose financial statements and other financial information reflect Companyâs share of total assets of RS.3,105.46 lacs and net assets of RS.2,303.96 lacs as at March 31, 2018 and total revenues of RS.252.85 lacs and net cash outflows of RS.14.48 lacs for the year ended on that date respectively, have been audited by one of the joint auditors of the Company, SN Khetan & Associates, whose reports have been solely relied upon by the other joint auditor for the purpose of their opinion in so far as it relates to the amounts and disclosures included in respect of such joint operations.
(c) The accompanying standalone financial statements include unaudited financial statements and other unaudited financial information in respect of two (2) joint operations, whose financial statements and other financial information reflect Companyâs share of total assets of RS.6.47 lacs and net assets of RS.2.99 lacs as at March 31, 2018, and total revenues and net cash flows of Rs Nil respectively for the year ended on that date respectively. These unaudited financial statements and other unaudited financial information have been furnished to us by the management. Our opinion, in so far as it relates to the affairs of these joint operations, is based solely on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the management, these financial statements and other financial information are not material to the Company.
Our opinion is not modified/qualified in respect of above matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs report) Order, 2016(âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 1, a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
(a) We / the other auditors whose reports we have relied upon, have sought and, except for the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
(b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and the report of other auditors;
(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive income, and Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of accounts;
(d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) The matters described in the Basis for Qualified Opinion and Emphasis of Matter Paragraphs above, in our opinion, may have an adverse effect on the functioning of the Company;
(f) On the basis of written representations received from the directors of the Company as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164 (2) of the Companies Act, 2013;
(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.
(h) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to the Companyâs standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â to this report;
(i) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 33 to the standalone Ind AS financial statements;
ii. Except for the possible effect of the matters described in the basis of Qualified Opinion paragraph, the Company has made provision, as required under any law or accounting standards, for material foreseeable losses, on long-term contracts including derivative contracts.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification of all fixed assets over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us, the title deed of immovable properties included in the fixed assets are held in the name of the Company.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) (a) The Company has granted loans to two bodies corporate covered in the register maintained under Section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the interest of the Company.
(b) The Company has granted loans to two bodies corporate covered in the register maintained under Section 189 of the Companies Act, 2013. Such loans and interest thereon are repayable / payable on demand and have been received by the Company as and when demanded.
(c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013 which are overdue for more than ninety days.
(iv) In our opinion and according to the information and explanations given to us, provisions of Section 185 and 186 of the Companies Act 2013 in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable and hence not commented upon.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax duty of custom, duty of excise , value added tax, goods and service tax, cess and other statutory dues have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases.
(b) According to the information and explanations given to us, there are no undisputed dues in respect of provident fund, employeesâ state insurance, service tax, sales-tax, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. Undisputed dues towards income tax outstanding at the year-end for a period of more than six months is as follows:-
Name of the Statute |
Nature of Dues |
Amount (Rs in lacs) |
Period to which the amount relates |
Due date |
Date of Payment |
Income Tax Act ,1961 |
Dividend Distribution tax |
44.40 |
April 16-March â17 |
13-May-2017 |
Not yet paid |
c) According to the records of the Company, the dues outstanding in respect of income-tax, sales-tax, service tax, custom duty, excise duty and value added tax on account of any dispute, are as follows:
Name of the Statue |
Nature of Dues |
Amount (Rs. in lacs) |
Period to which the amount relates |
Forum where dispute is pending |
Central Excise Act, 1944 |
Modvat Credit Disallowed for subsequent endorsement of third party invoice in favour of the Company |
92.16 |
1991-92 |
Customs, Excise and Service Tax Appellate Tribunal |
Central Excise Act, 1944 |
Cenvat Credit disallowed |
13.83 |
2008-09 to 2014-2015 |
Commissioner of Central Excise (Appeal) |
Central Excise Act, 1944 |
Claim of excess refund granted towards de-escalation in prices of sleeper |
6.35 |
2008-09 to 2009-10 |
Customs, Excise and Service Tax Appellate Tribunal |
Finance Act, 1994 |
Cenvat Credit disallowed |
14.97 |
2010-11 to 2011-12 |
Commissioner of Central Excise (Appeal) |
West Bengal Value Added Tax Act, 2003 |
Various disallowances of labour and supervision charges, payment to sub - contractor, disallowance of Input Tax Credit due to mismatch in purchase / sales and works contract tax from taxable contractual transfer Price etc |
1,418.97 |
2010 - 11 to 2014-15 |
West Bengal Commercial Tax Appellate & Revisional Board and Appellate Forum CD-II |
Uttar Pradesh Value Added Tax Act, 2008 |
Disallowance of Labour and Supervision charges, and Disallowance of Input Tax Credit due to mismatch in purchase / sales etc. |
20.85 |
2013 - 14 |
Additional Commissioner (Grade -2), Appeal |
Central sales Tax Act, 1956 |
Central Sales Tax on pending C Form and on reimbursement of transportation and inspection charges |
4.36 |
2011 - 12 |
West Bengal Commercial Tax Appellate & Revisional Board |
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution or bank. During the year, the Company did not have any outstanding dues to Government and there were no outstanding debentures.
(ix) In our opinion and according to the information and explanations given by the management, the Company has utilised monies raised by way of term loans for purposes for which they were raised. The Company has not raised any money by way of initial public offer / further public offer / debt instruments.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no material fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Consequently, reporting requirements under clause 3(xiv) are not applicable to the Company and hence, not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons or persons connected with him as referred to in Section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
We have audited the internal financial controls over financial reporting of GPT Infraprojects Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorâs Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing as specified under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.
An audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the internal financial controls over financial reporting with reference to these standalone financial statements.
Meaning of Internal Financial Controls over Financial Reporting With Reference to these Standalone Financial Statements
A companyâs internal financial control over financial reporting with reference to these standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting with reference to these standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Financial Statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Qualified Opinion
According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the operating effectiveness of the Companyâs internal financial controls over financial reporting with reference to these standalone financial statements as at March 31, 2018:
(a) The Companyâs internal financial controls for evaluation of recoverability of unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts were not operating effectively as on March 31, 2018 which could potentially result in the Company not recognising appropriate provision in the financial statements in respect of receivables that are doubtful of recovery.
(b) The Companyâs internal financial controls for assessing the period over which the unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts are expected to be recovered were not operating effectively as on March 31 2018, which could potentially result in the Company not appropriately measuring those financial assets.
(c) The Companyâs internal financial controls for classification of unbilled revenue on significantly completed construction contracts as current were not operating effectively as on March 31 2018, which could potentially result in the Company not appropriately classifying the above receivables as non-current.
A âmaterial weaknessâis a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companyâs annual or interim financial statements will not be prevented or detected on a timely basis.
In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting with reference to these standalone financial statements as of March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India, and except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Companyâs internal financial controls over financial reporting with reference to these standalone financial statements were operating effectively as of March 31, 2018.
Explanatory paragraph
We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India,as specified under Section 143(10) of the Act, the standalone financial statements of GPT Infraprojects Limited, which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2018 standalone financial statements of GPT Infraprojects Limited and this report does not affect our report dated June 1, 2018, which expressed a qualified opinion on those financial statements.
For S.R. BATLIBOI & CO. LLP
Chartered Accountants
ICAI Firm registration number: 301003E/E300005
per Bhaswar Sarkar
Place: Kolkata Partner
Date: June 01, 2018 Membership No.: 055596
For SN KHETAN & ASSOCIATES
Chartered Accountants
ICAI Firm registration number: 325653E
per Sanjay Kumar Khetan
Place: Kolkata Partner
Date: June 01, 2018 Membership No.: 058510
Mar 31, 2017
Independent Auditor''s Report
To the Members of GPT Infraprojects Limited
Report on the Financial Statements
We have audited the accompanying standalone financial statements of GPT Infraprojects Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date, audited by the branch auditors of the Company''s branch at Mozambique.
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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into 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 there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, specified under Section 143(10) of the
Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.
Basis for qualified opinion
Attention is invited to note 27(C) to the standalone financial statements regarding unbilled revenue, accrued price escalations and trade receivables, all classified by management as current, on certain completed construction contracts aggregating Rs, 3,895.08 lacs, which are yet to be billed / realized by the Company and that are largely outstanding for more than 3 years. Due to the uncertainties over the eventual billings / collections of the said amounts, we are unable to comment on the appropriateness or otherwise of the aforesaid balances being carried forward or their classification as current in these standalone financial statements including the extent of recoverability of the above asset balances, the period over which these are expected to be recovered and any other consequential impact that may arise in this regard.
Qualified opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, of its profit and its cash flows for the year ended on that date.
Emphasis of Matter
a) Attention is drawn to note no. 27(B) of the standalone financial statements regarding discontinuation of execution of an EPC contract by the Company (such contract was received from its subsidiary) pursuant to the termination of a concession agreement between the subsidiary and its customer and the uncertainty on recoverability of net assets aggregating Rs, 1,971.95 lacs as at March 31, 2017.
b) Attention is drawn to note no. 27(D) of the standalone financial statements regarding the uncertainty on recoverability of Company''s investment aggregating Rs, 687.13 lacs in respect of a joint venture operation, wherein the underlying projects is completed and as represented to us, the management of the joint venture operation has initiated arbitration proceedings for recovery of dues.
c) Attention is drawn to note no. 27(E) of the standalone financial statements regarding the uncertainty on recoverability of Company''s investment aggregating Rs, 1,117.71 lacs in respect of a joint venture operation, wherein the underlying project is completed and as represented to us, the management of the joint venture operation has filed a claim on the customer for recovery of its dues.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure 1", a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and, except for the matter described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
(b) Except for the possible effects of the matter described
in the Basis for Qualified Opinion paragraph, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit has been received from branch not visited by us;
(c) The report on the accounts of the branch office of the Company audited under Section 143 (8) of the Act by branch auditor has been sent to us and have been properly dealt by us in preparing this report;
(d) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branch not visited by us;
(e) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016;
(f) The matters described in the Basis for Qualified Opinion paragraph and Emphasis of Matter paragraphs above, in our opinion, may have an adverse effect on the functioning of the Company;
(g) On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of Section 164 (2) of the Companies Act, 2013;
(h) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.
(i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;
(j) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 27(A) and 27(B) to the standalone financial statements;
ii. Except for the possible effects of the matter described in the Basis of Qualified Opinion paragraph, the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in Note 43 to these standalone financial statements as to the holding of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. However, we are unable to obtain sufficient and appropriate audit evidence to report on whether the disclosures are in accordance with books of account maintained by the Company and as produced to us by the management.
Other Matter
We did not audit financial statements of the Company''s joint ventures, whose financial statements reflect the Company''s share of Rs, 352.51 lacs in the net profit of the joint ventures for the year ended March 31, 2017. Those financial statements and other financial information have been audited by other auditors whose report has been furnished to us. Our opinion, in so far as it relates to the share of profit of these joint ventures, is based solely on the reports of other auditors. Our opinion is not qualified in respect of this matter.
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the company.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) (a) The Company has granted loans to two bodies corporate covered in the register maintained under Section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the company''s interest.
(b) The Company has granted loans to two bodies corporate covered in the register maintained under Section 189 of the Companies Act, 2013. The schedule of repayment of principal and payment of interest has been stipulated for the loans granted. However, as informed, such principal / interest has not fallen due during the year.
(c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013 which are overdue for more than ninety days.
(iv) In our opinion and according to the information and explanations given to us and based on legal opinion obtained by the Company, provisions of Sections 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given, have been complied with by the company.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) Undisputed statutory dues in respect of sales tax, wealth tax, customs duty and value added tax have generally been regularly deposited with the appropriate authorities. However, dues for provident fund, employees'' state insurance, income-tax, service tax, excise duty, and other material statutory dues have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases.
(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, employees'' state insurance, income-tax, service tax, sales tax, custom duty, excise duty, value added tax, cess and other material statutory dues which were
Name of the Statute |
Nature of Dues |
Amount (Rs, in lacs) |
Period to which the amount relates |
Due date |
Date of Payment |
Income Tax Act, 1961 |
Income tax deducted at source |
0.10 |
April''16 -August''16 |
May''16 - September''16 |
Not yet paid |
Income Tax Act, 1961 |
Dividend Distribution Tax |
66.09 |
February''16 -August''16 |
February''16 - August''16 |
Not yet paid |
Finance Act, 1994 |
Service Tax |
33.24 |
July''16 - August''16 |
August''16 - September''16 |
6th April 2017 |
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, duty on custom, duty of excise and value added tax on account of any dispute, are as follows:
Name of the |
Nature of Dues |
Amount |
Period to which the |
Forum where dispute is |
Statute |
(Rs, in lacs) |
amount relates |
pending |
|
Finance Act, 1994 |
Service tax levied on Goods Transport Agency services |
0.72 |
2008-09 |
Commissioner of Central Excise (Appeal), Kolkata |
Central Excise Act, |
Modvat Credit disallowed for |
92.16 |
1991 - 92 |
Customs, Excise and |
1944 |
subsequent endorsement of third party invoice in favour of the Company |
Service Tax Appellate Tribunal, Kolkata |
||
Central Excise Act, |
Claim of excess refund granted |
6.35 |
2008-09 and |
Customs, Excise and |
1944 |
towards descalation in prices of sleeper |
2009-10 |
Service Tax Appellate Tribunal, Kolkata |
|
Central Excise Act, |
Penalty against short payment of |
1.63 |
2011-12 |
Commissioner of Central |
1944 |
excise duty |
Excise (Appeal), Kolkata |
||
Central Excise Act, |
Cenvat Credit disallowed |
5.73 |
2011-12 |
Commissioner of Central |
1944 |
Excise (Appeal), Kolkata |
|||
Central Excise Act, |
Disallowance of Input Credit on |
3.19 |
2008-09 to 2013-14 |
Commissioner of Central |
1944 |
Consumption of Welding Electrodes |
Excise (Appeal), Kolkata |
||
West Bengal Value |
Various disallowances of labour, |
1,132.85 |
2009-10 to 2013-14 |
West Bengal Appellate |
Added Tax Act, |
supervision charges, payments to |
Forum, Kolkata and West |
||
2003 |
subcontractors, works contract tax, etc. from Taxable Contractual Transfer Price, and part disallowance of input tax credit, export sales and late fees. |
Bengal Commercial Taxes Appellate & Revisional Board, Kolkata |
||
Central Sales Tax |
Central sale tax levied on |
4.35 |
2011-12 |
West Bengal |
Act, 1956 |
reimbursement of inspection and freight charges and on pending C forms. |
Commercial Taxes Appellate & Revisional Board, Kolkata |
||
Central Sales Tax |
Central sale tax levied on stock |
75.16 |
2012-13 and |
West Bengal |
Act, 1956 |
transfer to branch |
2013-14 |
Commercial Taxes Appellate & Revisional Board, Kolkata |
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding debentures or dues in respect of a financial institution or to government during the year.
(ix) In our opinion and according to the information and explanations given by the management, the Company has utilised the monies raised by way of term loans for the purpose for which they were raised. The Company has not raised any money by way of initial public offer / further public offer / debt instruments.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013, where applicable, and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons or persons connected with him as referred to in Section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Actâ)
We have audited the internal financial controls over financial reporting of GPT Infraprojects Limited ("the Company") as of March 31, 2017, in conjunction with our audit of the standalone financial 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 financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
An audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the internal financial controls over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Qualified Opinion
According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2017:
a) The Company''s internal financial controls for evaluation of recoverability of unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts were not operating effectively as on March 31, 2017, which could potentially result in the Company not recognizing appropriate provision in the financial statements in respect of receivables that are doubtful of recovery.
b) The Company''s internal financial controls for classification of unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts as current were not operating effectively as on March 31, 2017, which could potentially result in the Company not appropriately classifying the above receivables as non-current.
A ''material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.
In our opinion, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, such internal financial controls over financial reporting were operating effectively as of March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Explanatory paragraph
We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the standalone financial statements of GPT Infraprojects Limited, which comprise the Balance Sheet as at March 31, 2017, and the related Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2017 standalone financial statements of GPT Infraprojects Limited and this report does not affect our report dated May
23, 2017, which expressed a qualified opinion on those financial statements.
For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Bhaswar Sarkar
Place of Signature: Kolkata Partner
Date: May 23, 2017 Membership Number: 055596
Mar 31, 2016
To
The Members of GPT Infraprojects Limited
Report on the Financial Statements
We have audited the accompanying standalone financial statements of GPT Infraprojects Limited ("the Companyâ), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company''s branch at Mozambique.
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 Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into 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 there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.
Basis for qualified opinion
Attention is invited to note 27(C) to the standalone financial statements regarding unbilled revenue, accrued price escalations and trade receivables, all classified by management as current, on certain significantly completed construction contracts aggregating Rs,3,530.33 lacs, which are yet to be billed / realized by the Company and that are largely outstanding for more than 3 years. Due to the uncertainties over the eventual billings / collections of the said amounts, we are unable to comment on the appropriateness or otherwise of the aforesaid balances being carried forward or their classification as current in these standalone financial statements including the extent of recoverability of the above asset balances, the period over which these are expected to be recovered and any other consequential impact that may arise in this regard.
Qualified opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, of its profit and its cash flows for the year ended on that date.
Emphasis of Matter
Without qualifying our opinion, attention is drawn to note no. 27(B) of the standalone financial statements regarding discontinuation of execution of an EPC contract by the Company (such contract was received from its subsidiary) pursuant to the termination of a concession agreement between the subsidiary and its customer and the uncertainty on recoverability of net assets aggregating H1,922.06 lacs as at March 31, 2016.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s report) Order, 2016 ("the Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1â, a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
(a) We have sought and, except for the matter described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
(b) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us;
(c) The report on the accounts of the foreign project site of the Company audited under section 143 (8) of the Act by the branch auditor has been sent to us and have been properly dealt by us in preparing this report;
(d) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us;
(e) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(f) The matter described in the Basis for Qualified Opinion paragraph and Emphasis of Matter paragraph, in our opinion, may have an adverse effect on the functioning of the Company;
(g) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013;
(h) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.
(i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2â to this report;
(j) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 27(A) and 27(B) to the financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Other Matters
1. We did not audit financial statements of the Company''s joint ventures, whose financial statements reflect the Company''s share of H119.03 lacs in the net loss of the joint ventures for the year ended March 31, 2016. Those financial statements and other financial information have been audited by other auditors whose report has been furnished to us. Our opinion, in so far as it relates to the share of loss of the joint ventures, is based solely on the reports of other auditors. Our opinion is not qualified in respect of this matter.
2. The accompanying standalone financial statements include total assets of H560.17 lacs as at March 31, 2016, and loss before tax of H326.82 lacs for the year ended on that date, in respect of a foreign project site, which has been audited by the branch auditor, which financial statements, other financial information and auditor''s reports have been furnished to us. Our opinion, in so far as it relates to amounts and disclosures included in respect of this foreign project site is based solely on the report of such branch auditors. Our opinion is not qualified in respect of this matter.
(i) (a) The Company has maintained proper records showing
full particulars, including quantitative details and situation of fixed assets.
(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.
(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) (a) The Company has granted loans to two companies covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us the terms and conditions of the loans were not prejudicial to the Company''s interest.
(b) The above loans and interest thereon were repayable on demand. As informed, the loans were fully received as and when demanded and thus, there was no default on part of the borrowers. We have been informed that borrowers were regular in payment of interest on such loans.
(c) The loans granted, as mentioned above, have been fully repaid as on the balance sheet date and as such, there are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 outstanding for more than ninety days as at the balance sheet date.
Name of the Statute |
Nature of Dues |
Amount (Rs in lacs) |
Period to which the amount relates |
Due date |
Date of Payment |
Income Tax Act, 1961 |
Income tax deducted at source |
23.89 |
February ''15- August ''15 |
March ''15 - September ''15 |
Not yet paid |
Income Tax Act, 1961 |
Dividend Distribution Tax |
24.72 |
February ''15 |
February ''15 |
Not yet paid |
Income Tax Act, 1961 |
Income tax collected at source |
0.69 |
January ''14 - July ''15 |
February ''14 - August ''15 |
Not yet paid |
Finance Act, 1994 |
Service Tax |
5.41 |
May ''14 - August ''15 |
June''14 - September''15 |
Not yet paid |
(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.
(v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) Undisputed statutory dues in respect of sales tax, wealth tax, customs duty and value added tax have generally been regularly deposited with appropriate authorities. However, such dues in respect of provident fund, employees'' state insurance, income-tax, service tax, excise duty, and other material statutory dues have not been regularly deposited with appropriate authorities and there have been serious delays in large number of cases.
(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, employees'' state insurance, income-tax, service tax, sales tax, custom duty, excise duty, value added tax, cess and other material statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows:
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding debentures or dues in respect of a financial institution or to government during the year.
(c) According to the records of the Company, the dues outstanding in respect of income-tax, sales-tax, service tax, duty on custom, duty of excise and value added tax on account of any dispute, are as follows:
Name of the Statute |
Nature of Dues |
Amount (Rs,in lacs) |
Period to which the amount relates |
Forum where dispute is pending |
Central Excise Act, 1944 |
MODVAT Credit disallowed for subsequent endorsement of third party invoice in favour of the Company |
92.16 |
1991-92 |
Commissioner of Central Excise (Appeal), Kolkata |
Central Excise Act, 1944 |
Disallowance of Input Credit on Consumption of Welding Electrodes from FY 2008-09 to 2013-14 |
3.19 |
2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 |
Commissioner of Central Excise (Appeal), Kolkata |
West Bengal Value Added Tax Act, 2003 |
Various Disallowances of Labour, Supervision charges, payments to subcontractors, works contract tax, etc. from Taxable Contractual Transfer Price, export sales and part disallowance of input tax credit |
874.35 |
2009-10 2010-11 2011-12 2012-13 |
West Bengal Appellate Forum, Kolkata and West Bengal Commercial Taxes Appellate & Provisional Board, Kolkata |
Central Sales Tax Act, 1956 |
Central sale tax levied on reimbursement of inspection and freight charges and on pending C forms |
4.35 |
2011-12 |
West Bengal Commercial Taxes Appellate & Provisional Board, Kolkata |
Central Sales Tax Act, 1956 |
Central Sales tax levied on stock transfer to branch at Arunachal Pradesh |
47.70 |
2012-13 |
West Bengal Appellate Forum, Kolkata |
Central Excise Act, 1944 |
Excise duty levied on excess consumption of SGCI inserts |
0.41 |
2006-07 |
Commissioner of Central Excise (Appeal), Kolkata |
Finance Act, 1994 |
Service tax levied on Goods Transport Agency services |
0.72 |
2008-09 |
Commissioner of Central Excise (Appeal), Kolkata |
(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans for the purpose for which they were raised. The Company has not raised any money by way of initial public offer / further public offer / debt instruments.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons or persons connected with him as referred to in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of GPT Infraprojects Limited ("the Companyâ) as of March 31, 2016, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Noteâ) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
An audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the internal financial controls over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Qualified Opinion
According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the Company''s internal financial controls over financial reporting as at March 31, 2016:
a) The Company''s internal financial controls for evaluation of recoverability of unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts were not operating effectively as on March 31, 2016, which could potentially result in the Company not recognizing appropriate provision in the financial statements in respect of receivables that are doubtful of recovery.
b) The Company''s internal financial controls for classification of unbilled revenue, accrued price escalations and trade receivables on significantly completed construction contracts as current were not operating effectively as on March 31, 2016, which could potentially result in the Company not appropriately classifying the above receivables as non-current.
A ''material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.
In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India, and except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company''s internal financial controls over financial reporting were operating effectively as of March 31, 2016.
Explanatory paragraph
We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the standalone financial statements of GPT Infraprojects Limited, which comprise the Balance Sheet as at March 31, 2016, and the related Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2016 standalone financial statements of GPT Infraprojects Limited and this report does not affect our report dated May 25, 2016, which expressed a qualified opinion on those financial statements.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E / E300005
per Bhaswar Sarkar
Place of Signature: Kolkata
Partner
Date: May 25, 2016 Membership Number: 55596
Mar 31, 2015
We have audited the accompanying standalone financial statements of GPT
Infraprojects Limited ("the Company"), which comprise the Balance Sheet
as at March 31,2015, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information, in which are
incorporated the returns for the year ended on that date audited by the
branch auditors of the Company's branch at Mozambique.
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 standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with accounting principles
generally accepted in India, including the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial control
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. We conducted our
audit in accordance with the Standards on Auditing, issued by the
Institute of Chartered Accountants of India, specified under Section
143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company's
preparation of the financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial control
system over financial reporting and the operating effectiveness of such
internal control. An audit also includes evaluating the appropriateness
of 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 financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our qualified audit opinion.
Basis for qualified opinion
Attention is invited to note 27(C) to the standalone financial
statements regarding unbilled revenue, accrued price escalations and
trade receivables on certain significantly completed construction and
supply contracts aggregating Rs. 3,645.91 lacs, which are yet to be
billed/ realised by the Company and that are largely outstanding for
more than 2 years. Due to the uncertainty over the eventual billings/
collections of the said amounts, we are unable to comment on the
appropriateness or otherwise of the aforesaid transactions being
carried forward in these financial statements including the extent of
recoverability of the above asset balances and any other consequential
impact that may arise in this regard.
Qualified opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the possible effects of the matter
described in the Basis for Qualified Opinion paragraph above,the
attached standalone financial statements give the information required
by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31,2015, of its
profit and its cash flows for the year ended on that date.
Emphasis of Matter
Without qualifying our opinion, attention is drawn to note no. 27(B) of
the standalone financial statements regarding discontinuation of
execution of an EPC contract by the Company (such contract was received
from its subsidiary) pursuant to the termination of a concession
agreement between the subsidiary and its customer and the uncertainty
recoverability of net assets aggregating Rs. 1,866.83 lacs as at March
31,2015.Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
(a) We have sought and, except for the matters described in the Basis
for Qualified Opinion and Emphasis of Matter paragraphs above, obtained
all the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit;
(b) Except for the possible effects of the matters described in the
Basis for Qualified Opinion paragraph, in our opinion, proper books of
account as required by law have been kept by the Company so far as
appears from our examination of those books.
(c) The report on the accounts of the foreign project site of the
Company audited under section 143 (8) of the Act by the branch auditor
has been sent to us and have been properly dealt by us in preparing
this report;
(d) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account and with the returns received from branches not visited by us;
(e) Except for the possible effects of the matters described in the
Basis for Qualified Opinion paragraph, in our opinion, the aforesaid
standalone financial statements comply with the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;
(f) The matters described in the Basis for Qualified Opinion and
Emphasis of Matter paragraphs above and paragraph (vii) of the attached
Annexure as referred to in paragraph 1 above, in our opinion, may have
an adverse effect on the functioning of the Company;
(g) On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of section 164 (2) of the Companies
Act, 2013;
(h) The qualification relating to the maintenance of accounts and other
matters connected therewith are as stated in the Basis for Qualified
Opinion paragraph above.
(i) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 27(A) and
27(B) to the financial statements;
ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts - Refer Note 35
to the financial statements;
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
Other Matters
1. We did not audit financial statements of the Company's joint
ventures, whose financial statements reflect the Company's share of Rs.
431.73 lacs in the net profit of the joint ventures for the year ended
March 31, 2015. Those financial statements and other financial
information have been audited by other auditors whose report has been
furnished to us. Our opinion, in so far as it relates to the share of
profit of the joint ventures, is based solely on the reports of other
auditors. Our opinion is not qualified in respect of this matter.
2. We did not audit total assets of Rs. 1,096.90 lacs as at March 31,
2015, total revenues of Rs. 321.02 lacs, profit before tax '303.38 lacs
and net cash outflows amounting to '5.03 lacs for the year then ended,
included in the accompanying financial statements in respect of a
foreign project site not visited by us, whose financial statements and
other financial information have been audited by another auditor and
whose report has been furnished to us. Our opinion, in so far as it
relates to the affairs of such foreign project site is based solely on
the report of another auditor. Our opinion is not qualified in respect
of this matter.
Annexure referred to in paragraph 1 under the heading "Report on Other
Legal and Regulatory Requirements" of our report of even date to the
members of Gpt Infraprojects Limited as at and for the year ended March
31, 2015
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets, except for Steel Shutterings at the various construction sites
of the Company.
(b) All fixed assets have not been physically verified by the
management during the year but there is a planned programme of
verifying each item of fixed assets once in three years which, in our
opinion, is reasonable having regard to the size of the Company and the
nature of its assets. No material discrepancies were noticed on such
verification.
(ii)(a) The management has conducted physical verification of inventory
at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on their physical verification.
(iii) (a) The Company has granted loans to two Companies, including a
wholly owned subsidiary, covered in the register maintained under
section 189 of the Companies Act, 2013. The maximum amount involved
during the year for such loans granted was Rs. 2,800 lacs and the
year-end balance was Rs. 316.68 lacs. The loans granted and interests
thereon are repayable on demand. We have been informed that the
Companies to whom loans have been granted are regular in repayment of
principal and interest thereon whenever demanded.
(b) There is no overdue amount of loans granted to Companies, firms or
other parties listed in the register maintained under section 189 of
the Companies Act, 2013.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the Company in respect of these areas.
(v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 148(1) of the Companies Act,
2013, and are of the opinion that prima facie, the specified accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the same.
(vii) (a) Undisputed statutory dues including sales tax, wealth tax,
customs duty value added tax have generally been regularly deposited
with the appropriate authorities. However,such dues for provident fund,
employees' state insurance, income-tax, service tax,excise duty, and
other material statutory due have not been regularly deposited with the
appropriate authorities and there have been serious delays in large
number of cases.
(b) According to the information and explanations given to us,
undisputed dues in respect of provident fund, employees' state
insurance, income-tax, wealth-tax, service tax, sales-tax, customs
duty, excise duty, value added tax, cess and other material statutory
dues which were outstanding, at the year end, for a period of more than
six months from the date they became payable, are as follows:
Name of the statute Nature of dues Amount
(Rs. in lacs)
Income Tax Act, 1961 Income tax deducted at source 81.29
Income Tax Act, 1961 Income tax collected at source 0.30
Finance Act, 1994 Service tax 77.22
Employees' Provident Employer and Employee 7.16
Funds and Miscellaneous contribution to provident
Provisions Act, 1952 fund (including administrative
charges)
West Bengal State Tax Profession tax 0.31
on Professions, Trades,
Callings and Employments
Act, 1979
Name of the statute Period to which Due date Date of
the amount payment
relates
Income Tax Act, 1961 March '14 to April '14 to Not yet
August '14 September '14 paid
Income Tax Act, 1961 April'14,May'14 May'14,June'14 Not yet
and August '14 and paid
September'14
Finance Act, 1994 April '14 to May '14 to Not yet
August '14 September '14 paid
Employees' Provident August'14 September'14 April 9,
Funds and Miscellaneous 2015
Provisions Act, 1952
West Bengal State Tax August'14 September'14 Not yet
on Professions, Trades, paid
Callings and Employments
Act, 1979
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, value added tax and cess on account of any dispute, are as
follows:
Name of the Nature of dues Amount
statute (Rs.in lacs)
Central Interest and penalty on account of delay in 2.09
Excise Act, deposit of excise duty on escalation prices,
1944 sale of old and used moulds etc.
Central Modvat Credit disallowed for subsequent 92.16
Excise Act, endorsement of third party invoice in favour
1944 of the Company
Central Claim of excess refund granted towards 6.32
Excise Act, descalation in prices of sleeper
1944
Central Disallowance of Input Credit on Consumption 2.70
Excise Act, of Welding Electrodes from FY 2008 - 09 to
1944 2012 - 13
West Bengal Disallowance of Labour, Supervision charges, 649.11
Value Added payments to subcontractors, works contract
Tax Act,2003 tax, etc. from Taxable Contractual Transfer
Price and part disallowance of input tax credit.
Disallowance of Export Sale, Late Fee, etc.
Central Sales Central sale tax levied on reimbursement 7.90
Tax Act,1956 of inspection and freight charges and on
pending C forms.
West Bengal Disallowance of Works contracts tax included 21.21
Value Added in Taxable Contractual Transfer Price
Tax Act,2003
Bihar Value Disallowance of Labour and Supervision 373.88
Added Tax charges, input VAT on purchases and part
Act,2005 disallowance of input credit on entry tax etc.
Name of the Period to which Forum where dispute is pending
statute the amount relates
(Financial Year)
Central 2004-05 Commissioner of Central
Excise Act, 2006-07 Excise (Appeal), Kolkata
1944 2007-08 2008-09
Central 1991 - 92 Commissioner of Central
Excise Act, Excise(Appeal), Kolkata
1944
Central 2008-09 Commissioner of Central
Excise Act, 2009-10 Excise (Appeal), Kolkata
1944
Central 1991 - 92 Commissioner of Central
Excise Act, Excise (Appeal), Kolkata
1944
West Bengal 2010-11 Additional Commissioner of
Value Added 2011-12 Commercial tax (Appeal),
Tax Act,2003 West Bengal and West
Bengal Commercial Taxes
Appellate & Revisional Board,
Kolkata
Central Sales 2011-12 West Bengal Commercial
Tax Act,1956 Taxes Appellate &
Revisional Board, Kolkata
West Bengal 2009-10 West Bengal Commercial
Value Added Taxes Appellate &
Tax Act,2003 Revisional Board, Kolkata
Bihar Value 2011-12 Joint Commissioner
Added Tax of Commercial Taxes(Appeals),
Act,2005 Patna
(d) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company, during the year
in accordance with the relevant provisions of the Companies Act, 1956
(1 of 1956) and rules made thereunder.
(viii) Without considering the consequential effects, if any, of the
matters stated in the basis for qualified opinion paragraph of our
auditors' report, the Company has no accumulated losses at the end of
the financial year and it has not incurred cash losses in the current
financial year. The Company has not incurred cash losses in the
immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to banks. During the
year, the Company did not have any outstanding debentures or dues to a
financial institution.
(x) According to the information and explanations given to us, the
Company has given corporate guarantees for loans taken by a subsidiary
company from banks, the terms and conditions whereof, in our opinion,
are not prima-facie prejudicial to the interest of the Company.
According to the information and explanations given to us, the Company
has not given any guarantees for loans taken by others from financial
institutions.
(xi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which these
loans were obtained except for a term loan of Rs. 2,000 lacs received
during the year, out of which Rs. 1,064 lacs has been temporarily
utilized by the Company for advancing loans to its group Companies
including a wholly owned subsidiary.
(xii) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. Batliboi& CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E
per Bhaswar Sarkar
Partner
Membership Number: 55596
Place: Kolkata
Date: May 26, 2015
Mar 31, 2014
We have audited the accompanying financial statements of GPT
Infraprojects Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2014, and the Statement of Profit and Loss and Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
accounting principles generally accepted in India, including the
Accounting Standards notified under the Companies Act, 1956, read with
General Circular 8/2014 dated 4 April 2014 issued by the Ministry of
Corporate Affairs. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Companies Act, 1956 ("the Act") in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matter
We draw attention to note no. 45 of the financial statements regarding
discontinuation of execution of an EPC contract by the Company (such
contract was received from its subsidiary) pursuant to the termination
of a concession agreement between the subsidiary and its customer which
is more fully explained in the said note. Our opinion is not qualified
in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of sub-
section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
(b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books. Further the foreign project site at Mozambique has been audited
by another auditor whose report has been forwarded to us and has been
appropriately dealt with by us;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards notified
under the Companies Act, 1956, read with General Circular 8/2014 dated
4 April 2014 issued by the Ministry of Corporate Affairs;
(e) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
Other Matters
1) We did not audit financial statements of the Company''s joint
ventures, whose financial statements reflect the Company''s share of Rs.
448.70 lacs in the net profit of the joint ventures for the year ended
March 31, 2014. Those financial statements and other financial
information have been audited by other auditors whose report has been
furnished to us. Our opinion, in so far as it relates to the share of
profit of the joint ventures, is based solely on the reports of other
auditors. Our opinion is not qualified in respect of this matter.
2) We did not audit total assets of Rs. 882.80 lacs as at March 31, 2014,
total revenues of Rs. 86.52 lacs, profit before tax Rs. 66.06 lacs and net
cash outflows amounting to Rs. 10.70 lacs for the year then ended,
included in the accompanying financial statements in respect of a
foreign project site not visited by us, whose financial statements and
other financial information have been audited by another auditor and
whose report has been furnished to us. Our opinion, in so far as it
relates to the affairs of such foreign project site is based solely on
the report of another auditor. Our opinion is not qualified in respect
of this matter.
3) The financial statements of a joint venture which do not reflect any
Company''s share of profit or loss for the year ended March 31, 2014 is
based on the unaudited financial statements as certified by the
management. Our opinion is not qualified in respect of this matter.
Annexure referred to in paragraph 1 under the heading "Report on other
legal and regulatory requirements" of our report of even date to the
members of GPT Infraprojects Limited as at and for the year ended March
31, 2014
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have not been physically verified by the
management during the year but there is a planned programme of
verifying each item of fixed assets once in three years which, in our
opinion, is reasonable having regard to the size of the Company and the
nature of its assets. No material discrepancies were noticed on such
verification.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on their physical verification.
(iii) (a) The Company has granted loan to a company covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year for loan granted to such
Company was Rs. 195 lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loan are not prima facie prejudicial to the interest of the
Company.
(c) The loan granted and interest thereon is re-payable on demand. We
have been informed that the Company has not demanded repayment of any
such loan and interest during the year and thus, there has been no
default on the part of the party to whichsuch loan has been provided as
regards repayment of loan and interest.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under section 301 of
the Companies Act, 1956.
(e) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause
4(iii)(f) and (g) of the Order are not applicable to the Company and
hence not commented upon.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, we have not
observed any major weakness or continuing failure to correct any major
weakness in the internal control system of the Company in respect of
these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding the value of Rupees five lacs have been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposit from the public within
the purview of Section 58A, 58AA or any other relevant provisions of
the Companies Act, 1956 and the rules framed there under.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 209(1)(d) of the Companies
Act, 1956, and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. We have not,
however, made a detailed examination of the same.
(ix) (a) Undisputed statutory dues including, investor education and
protection fund, customs duty, excise duty, sales-tax and wealth-tax,
have been regularly deposited with the appropriate authorities.
However, such dues for provident fund, employees'' state insurance,
income-tax, service tax, and other material statutory dues have not
generally been regularly deposited with the appropriate authorities
though the delays in deposit have not been serious in most of the
cases.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty cess and
other material statutory dues were outstanding, at the year end, for a
period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
Name of the statute Nature of dues Amount
(In,lacs)
Central Excise Act Interest and penalty on account 2.09
of delay in deposit of excise duty on
escalation prices, sale of old and
used moulds etc.
Central Excise Act Modvat Credit disallowed for subsequent 92.16
endorsement of third party invoice in
favour of the Company
Central Excise Act Claim of excess refund granted towards 6.32
descalation in prices of sleeper
West Bengal Sales Disallowance of Labour, Supervision charges, 479.97
Tax Act works contract tax, etc. from Taxable
Contractual Transfer Price. Disallowance of
Export Sale, Late Fee, etc.
West Bengal Sales Disallowance of Works contracts tax included 21.21
Tax Act in Taxable Contractual Transfer Price
Bihar Value Added Disallowance of Labour and Supervision 373.88
Tax Act charges, input VAT on purchases and part
disallowance of input credit on entry tax etc.
Period to which Forum where dispute
Names of statute the amount relates is pending
(Financial Year)
Central Excise Act 2004-05 Commissioner of Central
2006-07 Excise (Appeal), Kolkata
2007-08 2008-09
Central Excise Act 1991 - 92 Commissioner of Central
Excise (Appeal), Kolkata
Central Excise Act 2008-09 to Commissioner of Central
2009-10 Excise (Appeal), Kolkata
West Bengal Sales 2010-11 Additional Commissioner of
Tax Commercial tax (Appeal),
West Bengal
West Bengal Sales 2009-10 West Bengal Commercial
Tax Act Taxes Appellate & Revisional
Board, Kolkata
Bihar Value Added 2011-12 Joint Commissioner of
Tax Act Commercial Taxes (Appeals),
Patna
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, during the year the Company had
delayed repayment of dues to banks to the extent of Rs. 2975.62 lacs (the
delay in such repayments for more than 60 days being Rs. 13.01 lacs) and
Rs. 16.31 lacs of such dues were outstanding as at the balance sheet date
(such dues were not outstanding for period exceeding 60 days). During
the year, the Company did not have any outstanding debentures or dues
to a financial institution.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company and hence not
commented upon.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
Company and hence not commented upon.
(xv) According to the information and explanations given to us, the
Company has given corporate guarantees for loans taken by certain
subsidiary companies from banks, the terms and conditions whereof, in
our opinion, are not prima-facie prejudicial to the interest of the
Company. According to the information and explanations given to us, the
Company has not given any
guarantees for loans taken by others from financial institutions.
(xvi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which these
loans were obtained..
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
during the year to parties or companies covered in the register
maintained under section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S R B C & CO LLP
Chartered Accountants
Firm registration number: 324982E
per Kamal Agarwal
Partner
Membership No.: 058652
Place : Kolkata
Date : May 29, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of GPT
Infraprojects Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2013, and the Statement of Profit and Loss and Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956 ("the ActÂ). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the management,
as well as evaluating the overall presentation of the financial
statements. We believe that the audit evidence we have obtained, is
sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
OrderÂ) issued by the Central Government of India in terms of sub-
section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books. Further the foreign project site at Mozambique has been audited
by another auditor whose report has been forwarded to us and has been
appropriately dealt with by us;
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Act;
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
Other Matters
We did not audit the financial statements of joint ventures, whose
financial statements reflect the Company''s share of Rs. 639.63 lacs in
the net profit of the joint ventures for the year ended March 31, 2013.
These financial statements and other financial information have been
audited by other auditors whose reports have been furnished to us, and
our opinion, in so far as it relates to the share of profit of the
joint ventures, is based solely on the reports of other auditors. Our
opinion is not qualified in respect of this matter.
We did not audit total assets of Rs. 780.27 lacs as at March 31, 2013
and total revenues of Rs. 151.53 lacs and net cash flows amounting to
Rs. 4.07 lacs for the year then ended, net of eliminations, included in
the accompanying financial statements in respect of a foreign project
site, whose financial statements and other financial information have
been audited by other auditors and whose report has been furnished to
us. Our opinion, in so far as it relates to the affairs of such
foreign project site is based solely on the report of other auditors.
Our opinion is not qualified in respect of this matter.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have not been physically verified by the
management during the year but there is a planned programme of
verifying each item of fixed assets once in three years which, in our
opinion, is reasonable having regard to the size of the Company and the
nature of its assets. No material discrepancies were noticed on such
verification.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on their physical verification.
(iii) (a) The Company has granted loan to a Company covered in the
register maintained under section 301 of the Act. The maximum amount
involved during the year as well as the year-end balance of loans
granted to such party was Rs. 195 lacs.
(b) The Company has made the above loan, without interest, to a
wholly-owned subsidiary. According to the information and explanations
given to us, and having regard to management''s representation that the
interest free loan is given to a wholly- owned subsidiary in the
interest of the Company''s business, the terms and conditions for such
loan are not prima facie prejudicial to the interest of the Company..
(c) The loan granted is re-payable on demand. We are informed that the
company has not demanded repayment of any such loan during the year,
and thus, there has been no default on the part of the party to whom
the money has been lent. The loan given is interest free.
(d) There is no overdue amount of loan granted to a Company listed in
the register maintained under section 301 of the Act.
(e) The Company had taken loan from a company covered in the register
maintained under section 301 of the Act. The maximum amount involved
during the year was Rs. 575 lacs and the year- end balance of loans
taken from such party was Rs. Nil.
(f) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loan are not prima facie prejudicial to the interest of the
Company.
(g) In respect of loans taken, repayment of the principal amount was as
stipulated and payment of interest has also been regular.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the company in respect of these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of ontracts or
arrangements referred to in section 301 of the Act hat need to be
entered into the register maintained under section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding the value of Rupees five lacs have been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the relevant time. (vi) The
Company has not accepted any deposit from the public within the purview
of Section 58A, 58AA or any other relevant provisions of the Act and
the rules framed there under.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 209(1)(d) of the Act and are
of the opinion that prima facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed
examination of the same.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues have generally been regularly deposited
with the appropriate authorities though there has been delay in a few
cases.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty cess and
other material statutory dues were outstanding, at the year ended.
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a bank. There are no
dues to financial institution and debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
Company.
(xv) According to the information and explanations given to us, the
Company has given corporate guarantee for loans taken by a subsidiary
company from banks, the terms and conditions whereof, in our opinion,
are not prima-facie prejudicial to the interest of the Company.
According to the information and explanations given to us, the Company
has not given any guarantee for loans taken by others from financial
institutions.
(xvi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which these
loans were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
during the year to parties or companies covered in the register
maintained under section 301 of the Act.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S R B C & CO LLP
Firm registration number: 324982E
Chartered Accountants
per Kamal Agarwal
Partner
Membership No.: 058652
Place : Kolkata
Date : May 24, 2013
Mar 31, 2012
1. We have audited the attached balance sheet of GPT Infraprojects
Limited ('the Company') as at March 31, 2012 and also the statement of
profit and loss and the cash flow statement for the year ended on that
date annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (as
amended) ('the Order') issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we
enclose in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
4. We did not audit the financial statements of a foreign project site
of the Company, whose financial statements (net of eliminations)
reflect total assets of Rs 728.19 lacs as at March 31, 2012 and total
revenue of Rs 145.82 lacs and net cash flows amounting to Rs 9.74 Lacs
for the year then ended. These financial statements and other financial
information of such foreign project site have been audited by other
auditors whose report has been furnished to us, and our opinion, in so
far as it relates to the amounts included in respect of the said
foreign project site, is based solely on the report of other auditors.
5. We did not audit the financial statements of joint ventures, whose
financial statements reflect the Company's share of Rs 553.92 lacs in
the net profit of the joint ventures for the year ended March 31, 2012.
These financial statements and other financial information have been
audited by other auditors whose reports have been furnished to us, and
our opinion, in so far as it relates to the share of profit of the
joint ventures, is based solely on the reports of other auditors.
6. The financial statements of a joint venture, which reflects the
Company's share of Rs 19.25 lacs in the net profit of the joint venture
for the year ended March 31 2012, is based on the unaudited financial
statements as certified by the management and our opinion, in so far as
it relates to the share of profit of joint venture, is based on such
unaudited financial statements.
7. Further to our comments in the Annexure referred to above,
we report that :
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books. Further the foreign project site at Mozambique has been
audited by another auditor whose report has been forwarded to us and
has been appropriately dealt with by us;
iii. The balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this report are in agreement with the
books of account;
iv. In our opinion, the balance sheet, the statement of profit and
loss and the cash flow statement dealt with by this report comply with
the accounting standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956;
v. On the basis of the written representations received from the
directors, as on March 31, 2012, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956;
vi. In our opinion and on consideration of reports of other auditors
on separate financial statements and on the other financial information
and to the best of our information and according to the explanations
given to us, the said accounts give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India :
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2012;
b) in the case of the statement of profit and loss, of the profit for
the year ended on that date; and
c) in the case of the cash flow statement, of the cash flows for the
year ended on that date.
(i) (a) The Company has maintained proper records showing
full particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have not been physically verified by the
management during the year but there is a planned program of verifying
each item of fixed assets once in three years which, in our opinion, is
reasonable having regard to the size of the Company and the nature of
its assets. As informed to us, no material discrepancies were noticed
on such verification.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on their physical verification.
(iii) (a) The Company has granted loan to a Company covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year as well as the year-end balance
of loans granted to such party was Rs 185.50 lacs.
(b) The above loan which is interest free has been made to a wholly
owned subsidiary company. According to the information and explanations
given to us, and having regard to management's representation that such
interest free loan is in the interest of the Company's business, it
appears that the terms and conditions for such loan are not prima facie
prejudicial to the interest of the Company.
(c) The loan granted is re-payable on demand. We are informed that the
company has not demanded repayment of any such loan during the year,
and thus, there has been no default on the part of the party to whom
the money has been lent. The loan given is interest free.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under section301 of the
Companies Act, 1956.
(e) The Company had taken loan from a company covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount involved during the year as well as the year-end balance of
loans taken from such party was Rs 165.54 lacs.
(f) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loan are not prima facie prejudicial to the interest of the
Company.
(g) The loans taken are re-payable on demand. As informed to us, the
lender company has not demanded repayment of such loan during the year,
and thus, there has been no default on the part of the Company. No
interest has become due for payment during the year.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the company in respect of these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding the value of Rupees five lacs have been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public within
the purview of Section 58A of the Companies Act, 1956 and the rules
framed there under.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 209(1)(d) of the Companies
Act, 1956, and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees' state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues have generally been regularly deposited
with the appropriate authorities though there has been delay in a few
cases.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty cess and
other material statutory dues were outstanding, at the year end, for a
period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows :
Name Nature of Dues Amount Period to Forum Where
of the (Rs in which the dispute is
statute lacs) amount pending
relates
(Financial
Year)
Central Interest and penalty 2.09 2004-05 Commissioner of
Excise on account of delay 2006-07 Central Excise
Act in deposit of excise 2007-08 (Appeal),
duty on escalation 2008-09 Kolkata
prices, sale of old
and used moulds etc.
Central Modvat Credit disall 92.16 1991-92 Commissioner of
Excise -owed for subsequent Central Excise
Act endorsement of third (Appeal),
party invoice in Kolkata
favour of the Company
Central Refund of excess 3.82 2011-12 The Hon'ble
Excise rebate granted by the Joint Secretary,
Act Maritime Commissioner, Ministry of
Central Excise, Kolkata Finance,
on export of goods Department of
Revenue,
New Delhi
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution or bank. There are no dues to debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
Company.
(xv) According to the information and explanations given to us, the
Company has given corporate guarantee for loans taken by certain
subsidiary companies from banks, the terms and conditions whereof, in
our opinion, are not prima-facie prejudicial to the interest of the
Company. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
financial institutions.
(xvi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which these
loans were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has made preferential allotment of shares during
the year to a company covered in the register maintained under section
301 of the Companies Act, 1956. In our opinion, the price at which
these shares have been issued is not prejudicial to the interest of the
Company.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S R B C & Co.
Firm Registration Number: 324982E
Chartered Accountants
per Kamal Agarwal
Place : Kolkata Partner
Date : 26th May, 2012 Membership No.: 058652
Mar 31, 2010
1. We have audited the attached Balance Sheet of GPT Infraprojects
Limited ('the Company') as at 31st March 2010 and also the Profit and
Loss account and the cash flow statement for the year ended on that
date annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order
4. We did not audit the financial statements of a foreign project site
of the Company, whose financial statements (net of eliminations)
reflect total assets of Rs.76,136 thousands as at 31st March 2010, and
total revenue of Rs.129,124 thousands and net cash flows amounting to
Rs.(1,490) thousands for the year then ended. These financial
statements have been audited by other auditors, whose report have been
furnished to us, and our opinion, in so far as it relates to the
amounts included in respect of the said foreign project sites, is based
solely on the reports of other auditor.
5. We did not audit the financial statements of the joint ventures,
whose financial statements reflect the Company's share of Rs. 8,818
thousands on the net profit of the joint venture for the year ended
31st March 2010. These financial statements and other financial
information have been audited by other auditors whose reports have been
furnished to us, and our opinion in so far as it relates to the share
of profit of the joint ventures, is based solely on the report of other
auditors.
6. We also did not audit the financial statements of a joint venture
company, whose financial statements reflect the Company's share of Rs.
8,993 thousands on the net profit of the joint venture for the year
ended 31st March 2010. The Company's share in net profit have been
included under other income on the basis of unaudited financial
statements as certified and furnished to us by the management.
7. Without qualifying our audit opinion, attention is drawn to Note
No. 6 on Schedule 24 regarding payment of remuneration of Rs. 2,508
thousands to the relatives of directors which is pending approval of
the central government as required under section 314 of the Companies
Act, 1956.
8. As indicated in Note No.3a on Schedule 23, the Company, during the
year has accounted for unbilled revenue of Rs.535,810 thousands in
terms of Accounting Standard 7 on Construction Contracts which hitherto
was being considered as a part of work in progress. Accordingly, the
revenue from sales & services during the year has increased by
Rs.535,810 thousands with corresponding decrease in work in progress as
at 31st March 2010. However, the impact of above change on the
Company's profit is not presently ascertainable.
9. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the balance sheet, profit and loss account and
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.
v. On the basis of the written representations received from the
directors, as on 31st March 2010, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March 2010 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, subject to the matter
referred to in para 8 above, give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India;
a) in the case of balance sheet, of the state of affairs of the Company
as at 31st March 2010;
b) in the case of profit and loss account, of the profit for the year
ended on that date; and
c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) All fixed assets were physically verified by the management in the
previous year in accordance with a planned programme of verifying them
once in three years which, in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. As informed,
no material discrepancies were noticed on such verification.
c) There was no substantial disposal of fixed assets during the year.
ii) a) The management has conducted physical verification of inventory
at reasonable intervals during the year.
b) The procedures of physical verification of inventory followed by the
management are reasonable and adequate in relation to the size of the
Company and the nature of its business.
c) The Company has maintained proper records of inventory and no
material discrepancies were noticed on physical verification.
iii) a) As informed, the Company has not granted any loans, secured or
unsecured to companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956. Therefore, the
provisions of clauses 4 (iii) (a) to (d) of the Order are not
applicable.
b) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
Therefore, the provisions of clauses 4 (iii) (e) to (g) of the Order
are not applicable.
iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, no major weakness has been
noticed in the internal control system in respect of these areas.
During the course of our audit, we have not observed any continuing
failure to correct major weakness in internal control system of the
Company.
v) a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act that need to be
entered into the register maintained under section 301 have been so
entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees five lakhs have been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
vi) The Company has not accepted any deposits from the public.
vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of section 209 of the Companies Act, 1956 for
the products of the Company.
ix) a) Undisputed statutory dues including provident fund, investor
education and protection fund, or employees' state insurance,
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, cess have generally been regularly deposited with the appropriate
authorities though there have been delays in a few cases.
b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth-tax, service tax, sales- tax, customs duty, excise duty, cess
and other undisputed statutory dues were outstanding, at the year end,
for a period of more than six months from the date they became payable.
c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
Name of Nature of Amount Period to
which Forum where
statute dues (Rs.) the amount
relates dispute is
(Financial
year) pending
Income Tax Disallowance
of 10,331,204 2003-04 CIT (A) - IV,
Act, 1961 deductions 2005-06 Kolkata
u/s 80 HHC, 2006-07
80IA, 40(a)(ia)
and others
West Bengal Disallowance of 12,046,000 2005-2006 Sr. Joint
VAT Act input tax credit 2006-2007 Commissioner
and levy of
purchase tax on
purchases made
from
unregistered
dealers
CST Act Non-submission 30,959,000 2005-2006 Sr. Joint
of Forms C, D 2006-2007 Commissioner
and H
Central Interest and 146,351 2004-05 CCE (A) - IV,
Excise Act penalty on 2006-07 Kolkata
account of delay 2007-08
in deposit of
excise duty on
escalation
prices,
sale of old
and used
moulds etc.
x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution or bank.
xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
Company.
xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from bank or
financial institutions, the terms and conditions whereof in our opinion
are not prima-facie prejudicial to the interest of the Company.
xvi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
xviii) The Company has not made any preferential allotment of shares
during the year to parties or companies covered in the register
maintained under section 301 of the Companies Act, 1956.
xix) The Company did not have any outstanding debentures during the
year.
xx) The Company has not raised any money through public issue during
the year.
xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S.R. Batliboi & Associates
Firm registration number: 101049W
Chartered Accountants
per Vikas Mehra
Place: Kolkata Partner
Dated : 22nd May 2010 Membership No. 94421
Mar 31, 2007
1. We have audited the attached Balance Sheet of GPT Infraprojects
Limited, having its Registered office at Jeewansatya DD-6,
Salt Lake City, Kolkata-700064, as at 31 March 2007, the Profit and
Loss Account and also the Cash Flow Statement for the year ended on
that date annexed thereto. These financial statements are the
responsibility of the Company''s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. The audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors'' Report) Order, 2003, issued
by the Central Government of India in terms of Sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to above, we
report that :
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in Sub-section (3C) of Section 211 of the
Companies Act, 1956, to the extent applicable
e) On the basis of the written representations received from the
Directors, as on 31 March 2007, and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31 March 2007, from being appointed as a Director in terms of Clause
(g) of Sub-section (1) of Section 274 of the Companies Act, 1956
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with Notes
appearing in Schedule "24Â, give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India ;
1) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2007.
2) In the case of the Profit and Loss Account, of the profit for the
year ended on that date and
3) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets ;
b) The fixed assets have been physically verified by the management at
reasonable intervals during the year. There is a regular programme of
verification which in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. No material
discrepancies were noticed on such verification.
c) During the year, the Company has not disposed off substantial part
the fixed assets. According to the information and explanations given
to us, we are of the opinion that the sale of the said part of the
fixed assets has not affected the going concern status of the Company.
ii) a) The inventory has been physically verified at reasonable
intervals during the year by the management.
b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
iii) a) The Company has not granted any loans, secured or unsecured, to
Companies, Firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956 except to one of such
companies amounting to Rs. 37.26 lakh at source at such rate of
interest and other terms and conditions which are prima facie not
prejudicial of the interest of the Company and the payment of principal
amount and interest are regular.
b) The Company has not taken any loans, secured or unsecured, from
Companies, Firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in internal control system.
(v) a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956, have been
entered in the register required to be maintained under that section.
b) The transactions made in pursuance of such contracts or arrangements
entered in the register maintained under Section 301 of the Companies
Act, 1956, and exceeding the value of rupees five lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
vi) The Company has not accepted deposits from the public. Therefore
the provisions of Sections 58A, 58AA or any other relevant provisions
of the Companies Act, 1956, and the Companies (Acceptance of Deposits)
Rules, 1975, with regard to the deposits accepted from the public are
not applicable to the Company. No order has been passed by the Company
Law Board or National Company Law Tribunal or Reserve Bank of India or
any Court or any other Tribunal.
vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
viii) The Central Government has not prescribed any rules for the
maintenance of cost records under Section 209(1)(d) of the Companies
Act, 1956.
ix) a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including Provident Fund,
Employees'' State insurance, Investor Education and Protection Fund,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and other material statutory dues applicable to it. We are
informed that there are no undisputed statutory dues as at 31.03.2007
outstanding for a period of more than six months from the date they
became payable.
b) According to the information and explanations given to us, there are
no disputed dues of Income Tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty and Cess, which have not been deposited.
x) The Company does not have any accumulated losses. The Company has
not incurred cash losses during the financial year covered by our audit
and the immediately preceding financial year.
xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
financial institution or bank.
xii) The Company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of Clause
4(xiii) of the Companies (Auditors'' Report) (Amendment) Order, 2003,
are not applicable to the Company.
xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of Clause 4(xiv) of the Companies (Auditors'' Report)
(Amendment) Order, 2004, are not applicable to the Company.
xv) The Company has not given guarantees for loans taken by others from
banks or financial institutions.
xvi) The Company has applied the funds raised by way of term loans
towards the purposes for which they have been raised.
xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
xviii) According to the information and explanations given to us, the
Company has not made preferential allotment of shares to parties and
Companies covered in the register maintained under Section 301 of the
Act.
xix) According to the information and explanations given to us, the
Company had not issued any debentures during the year under audit.
xx) The Company has not raised money by public issues during the
financial year covered by our audit. Accordingly, the provisions of
Clause 4(xx) of the Companies (Auditors'' Report)(Amendment) Order,
2004, are not applicable to the Company.
xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For S. M. Bengani & Co.
Chartered Accountants
Place : 187, Rabindra Sarani, C.A. H. L. Bengani
F.C.A.
Kolkata - 700 007 Proprietor
Dated : 14 August 2007 Membership No. 07867