Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Punj Lloyd Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows, the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information, (hereinafter referred to as "the Standalone Ind AS Financial Statements") in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company''s overseas branches and an unincorporated joint venture.
Managementâs Responsibility for the Standalone Ind AS 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 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 in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (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 for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditors'' 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 Company''s 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 Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
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 the other auditors on the financial statements of the branches and an unincorporated joint venture, 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, including the Ind AS, of the state of affairs of the Company as at March 31, 2018, its profit, total comprehensive loss, its cash flows and changes in equity for the year ended on that date.
Material Uncertainty Related to Going Concern
We draw attention to Note 2(a)(iii) to the standalone Ind AS financial statements which indicates that the Company''s net worth has deteriorated and as of March 31, 2018, the Company''s current liabilities exceeded its current assets by Rs. 1891.71 Crores. These conditions, along with other matters as stated in said note, indicate that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. Our report is not qualified in respect of this matter.
Emphasis of Matter
We draw attention to Note 8 to the standalone Ind AS financial statements which indicates that the Company has recognised deferred tax assets on carried forward losses and unabsorbed depreciation as in the opinion of the management it is reasonably certain that such deferred tax assets are fully realizable. Our report is not qualified in respect of this matter.
Other Matters
We did not audit the Financial Statements of certain branches and an unincorporated joint venture included in the standalone Ind AS financial statements, whose financial statements reflect total assets (net of elimination) of Rs 3363.10 Crores at March 31, 2018 and total revenues (net of elimination) of Rs. 1022 Crores for the year ended on that date. These financial statements have been audited by other auditors whose reports and additional information thereon have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches and an unincorporated joint venture, is based solely on the reports of the such other auditors. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors'' Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, we give in "Annexure 1", a statement on the matters specified in paragraphs 3 and 4 of the Order.
As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;
c. The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;
d. The Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity 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. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);
f. The matter described in the paragraph "Material uncertainty related to going concern" above, 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, 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 Act;
h. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we give our separate Report in "Annexure 2".
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, as detailed in Note 29 to the standalone Ind AS financial statements;
ii. the Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts, as detailed in Note 33 to the standalone Ind AS financial statements; and
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
(Referred to in paragraph on Report on Other Legal and Regulatory Requirements of the Independent Auditors'' Report of even date)
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone Ind AS financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.
(b) The Company has a regular program of physical verification of its property, plant and equipment under which property, plant and equipment are verified in a phased manner 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. Accordingly, certain property, plant and equipment were verified during the year and no material discrepancies were noticed on such verification.
(c) The title deeds of all the immovable properties (which are included under the head âProperty, plant and equipment and investment property'') are held in the name of the Company, which have been verified from pledged and other documents.
(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on physical verification carried out during the year.
(iii) The Company has not granted any loans, secured or unsecured, to parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3 (iii) (a), 3 (iii) (b), 3 (iii) (c) of the Order are not applicable.
(iv) In our opinion, the provisions of clause 3(iv) of the order are not applicable since during the year, the Company has not entered into transaction covered under the sections 185 and 186 of the Act.
(v) In our opinion, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules (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 subsection (1) of Section 148 of the Act in respect of Company''s products and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.
(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, Goods and service tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues, as applicable, have not been regularly deposited to the appropriate authority and there have been significant delays in most of the cases. Further, no undisputed amounts payable in respect thereof, were outstanding at the year-end for a period of more than six months from the date they became payable.
(b) The dues outstanding with respect to sales tax, service tax, value added tax, entry tax, customs duty, excise duty on account of any dispute, are as follows:
Rs. in crores
Nature of dues |
Name of the statute |
Amount |
Paid under protest |
Period to which it relates |
Forum where dispute is pending |
Sales tax and Value Added Tax |
Andhra Pradesh General Sales Tax Act, 1957 |
9.21 |
0.99 |
1998-99 to 2004-05 |
Sales tax Appellate Tribunal, Vizag |
Telangana Value Added Tax Act, 2005 |
0.26 |
- |
2010-11 |
Sales tax Appellate Tribunal, Hyderabad |
|
Bihar Value Added Tax Act, 2005 |
25.51 |
- |
2009-10 |
Commercial Tax Tribunal, Patna |
|
0.83 |
- |
2011-12 |
Commissioner of Commercial Tax, Patna |
Nature of dues |
Name of the statute |
Amount |
Paid under protest |
Period to which it relates |
Forum where dispute is pending |
Chattisgarh Value added Tax Act 2005 |
0.15 |
0.03 |
2012-13 |
Additional Commissioner of Commercial Tax |
|
Delhi Value Added Tax Act 2005 |
0.26 |
- |
2011-12 |
Additional Commissioner of Commercial Tax, Delhi |
|
Gujrat Value Added Tax Act 2003 |
0.15 |
- |
2013-14 |
Joint Commsisioner Appeal, Vadodra |
|
Haryana Value Added Tax Act, 2003 |
4.64 |
0.91 |
2003-04 2004-05 2005-06 |
Sales tax Appellate Tribunal, Chandigarh |
|
0.79 |
- |
2009-10 |
Joint commissioner appeal, Chandigarh |
||
Kerala Value Added Tax Act 2003 |
0.10 |
- |
2014-15 2015-16 2016-17 |
Dy. Commissioner , Earnakulam |
|
Maharashtra Value Added Tax Act |
5.47 |
0.26 |
2011-12 |
Joint commissioner appeal, Nasik |
|
Madhya Pradesh Commercial Tax Act, 1994 |
0.05 |
- |
2003-04 |
High Court, Bhopal |
|
Madhya Pradesh Value Added Tax Act, 2002 |
0.64 |
- |
2009-10 2010-11 |
Commercial Tax Tribunal, Bhopal |
|
Punjab Value Added Tax Act, 2005 |
58.87 |
4.14 |
2008-09 2009-10 2010-11 2012-13 |
Joint Commissioner, Patiala |
|
24.33 |
2.36 |
2011-12 |
Commercial Tax Tribunal, Chandigarh |
||
Rajasthan Value Added Tax, 2003 |
6.72 |
- |
2013-14 2014-15 2015-16 |
Deputy Commissioner, Kota |
|
Orissa Value Added Tax Act, 2005 |
1.79 |
- |
2011-2013 |
High Court, Cuttack |
|
20.96 |
0.13 |
2011-2013 |
Commercial Tax Tribunal , Cuttack |
||
10.82 |
0.37 |
2014-15 |
Joint Commissioner Appeal , Bhubneshwar |
||
West Bengal Value Added Tax Act, |
23.60 |
- |
2009-10 |
Appellate & Revisional Board , Kolkata |
|
2003 |
6.62 |
0.83 |
2014-15 |
Sr.Joint Commissioner (Appeal), Midnapur |
|
Entry Tax |
Bihar Entry Tax Act, 1993 |
0.21 |
- |
2009-10 |
Commissioner of Commercial Tax, Patna |
Chhattisgarh Entry Tax Act,1976 |
0.26 |
0.35 |
2005-06, 2006-07 |
Supreme Court, New Delhi |
|
Haryana Local Area Development Tax Act, 2000 |
0.40 |
- |
2003-04 |
Supreme Court, New Delhi |
|
Karnataka Sales Tax Act,1957 |
0.12 |
0.57 |
2002-03, 2004-05 |
Jt. Commissioner Appeal, Bengaluru |
|
Madhya Pradesh Entry Tax Act, 1976 |
0.01 |
0.25 |
2003-04 |
High Court, Bhopal |
|
0.35 |
- |
2009-10, 2010-11 |
Commercial Tax Tribunal, Bhopal |
||
Telangana Value Added Tax Act-2005 |
1.29 |
2012-13 2013-14 2014-15 |
Joint Commissioner Appeal, Hyderabad |
Nature of dues |
Name of the statute |
Amount |
Paid under protest |
Period to which it relates |
Forum where dispute is pending |
Uttar Pradesh Trade Tax Act, 1948 |
0.11 |
- |
2010-11 |
Additional Commissioner (Appeal), Aligarh |
|
0.85 |
- |
1998-99, 2003-04 |
Additional Commissioner (Appeal), Mathura |
||
Excise Duty |
Central Excise Act, 1944 |
0.73 |
0.23 |
2006-07 |
Commissioner of Custom & Central Excise, Mumbai |
Service Tax |
The Finance Act, 2004 and the Service tax rules |
8.06 |
- |
2003-04, 2005-06, 2006-07 |
CESTAT, Delhi |
(viii) The Company has delayed in the repayment of dues to banks, financial institutions and debenture holders as detailed below.
Rs. in crores
Particulars |
Period of delays (in days) |
|
Up to 90 |
90 and above |
|
Banks |
||
Andhra Bank |
3.01 |
10.33 |
Axis Bank Limited |
12.01 |
8.40 |
Bank of Baroda |
0.61 |
- |
Bank of India |
0.39 |
4.00 |
Central Bank of India |
5.06 |
9.63 |
HDFC Bank Limited |
- |
3.39 |
ICICI Bank Limited |
0.48 |
5.21 |
IDBI Bank Limited |
2.42 |
27.88 |
Indian Overseas Bank Limited |
17.98 |
- |
The Jammu and Kashmir Bank Limited |
- |
1.16 |
Karur Vysya Bank limited |
0.75 |
0.29 |
Oriental Bank of Commerce Limited |
8.63 |
16.97 |
Ratnakar Bank Limited |
0.91 |
4.61 |
Standard Chartered Bank Limited |
- |
0.00 |
State Bank of India |
11.01 |
7.02 |
United Bank of India |
10.21 |
0.10 |
Financial Institutions |
||
IFCI Limited |
78.55 |
13.22 |
L & T Infrastructure Finance Company Limited |
0.74 |
1.63 |
Mahindra & Mahindra Financial Services Limited |
0.97 |
- |
SREI Equipment Finance Private Limited |
5.64 |
- |
SREI Infrastructure Finance Limited |
0.02 |
0.45 |
Tata Capital Financial Service Limited |
1.03 |
0.25 |
As at the year end, following are the amounts of defaults in repayment of dues to banks, financial institutions and debenture holders:
Rs. in crores
Particulars |
Period of default (in days) |
|
Up to 90 |
90 and above |
|
Banks |
||
Andhra Bank |
16.05 |
3.30 |
Axis Bank Limited |
18.43 |
13.35 |
Bank of Baroda |
0.31 |
0.08 |
Bank of India |
9.32 |
3.71 |
Central Bank of India |
18.77 |
2.79 |
Dhanlaxmi Bank Limited |
0.60 |
0.62 |
HDFC Bank Limited |
6.59 |
3.80 |
ICICI Bank Limited |
13.16 |
21.25 |
IDBI Bank Limited |
48.96 |
29.45 |
Indian Overseas Bank Limited |
10.09 |
- |
The Jammu and Kashmir Bank Limited |
2.31 |
2.56 |
Karur Vysya Bank limited |
0.66 |
0.08 |
Oriental Bank of Commerce Limited |
33.59 |
21.86 |
Ratnakar Bank Limited |
11.25 |
5.52 |
Standard Chartered Bank Limited |
17.34 |
232.81 |
State Bank of India |
50.30 |
52.56 |
Financial Institutions |
||
International Finance Corporation |
12.12 |
71.81 |
Assets Care and Reconstruction Enterprise Limited |
1.10 |
1.47 |
L & T Infrastructure Finance Company Limited |
10.05 |
27.71 |
SREI Infrastructure Finance Limited |
0.72 |
0.56 |
Tata Capital Financial Service Limited |
2.90 |
2.10 |
Debentures |
20.85 |
471.51 |
(ix) The Company has utilized the money raised by way of the term loans during the year for the purposes for which they were raised. The Company has not raised moneys by way of initial public offer/further public offer (including debt instruments) during the year.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year covered by our audit.
(xi) The Company has not paid / provided for any managerial remuneration. Accordingly, provisions of clause 3 (xi) of the Order is not applicable.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the order are not applicable.
(xiii) All transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of Act, where applicable and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.
(xiv) In our opinion, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, provisions of clause 3(xiv) of the Order are not applicable.
(xv) In our opinion, the Company has not entered into any non-cash transactions with directors or persons connected with him under section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Referred to in paragraph under report on Other Legal and Regulatory Requirements in Independent Auditors'' Report of even date to the members of Punj Lloyd Limited on the standalone Ind AS financial statements for the year ended March 31, 2018.
Independent Auditorsâ report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Punj Lloyd Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company as of and for the year ended on that date.
Managementâs 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 ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI").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 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 Act.
Auditorsâ 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 and the Standards on Auditing issued by the ICAI and deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls over financial reporting. 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 were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system 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 standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion and based on reliance on work performed by other auditors, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 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 issued by the ICAI.
Other Matters
We did not audit the internal financial controls over financial reporting insofar as it related to certain branches and an unincorporated joint venture included in the standalone Ind AS financial statements, whose financial statements reflect total assets (net of elimination) of Rs 3,363.10 Crores at March 31, 2018 and total revenues (net of elimination) of Rs 1,022 Crores for the year ended on that date, our report on the adequacy and operating effectiveness of the internal financial controls over financial reporting for the Company, under Section 143(3)(i) of the Act insofar as it relates to the aforesaid branches and an unincorporated joint venture, is solely based on the information provided by the auditors of such branches/ unincorporated joint venture. Our opinion is not qualified in respect of this matter.
For BGJC & Associates LLP
Chartered Accountants
Firm Registration Number: 003304N
Darshan Chhajer
Partner
Membership Number: 088308
Place: Gurugram
Date: May 30, 2018
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
Punj Lloyd Limited ("the Company"), which comprise the Balance
Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of the
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 overseas branches.
Management's Responsibility for the Standalone Financial Statements
2. 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
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act; safeguarding the assets of the Company;
preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
4. 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.
5. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the standalone financial
statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the standalone financial
statements. The procedures selected depend on the auditors' judgment,
including the assessment of the risks of material misstatement of the
standalone financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers internal financial
controls relevant to the Company's preparation of the standalone
financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on whether the Company has in
place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by the
Company's Directors, as well as evaluating the overall presentation
of the standalone financial statements.
7. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
8. In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so
required and give a true and fair view, in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March 2015, its loss and cash flows for
the year ended on that date.
Emphasis of Matters
9. We draw attention to the following matters in the Notes to the
standalone financial statements:
a. note 35 (b), regarding recoverability of unbilled revenue
(work-in-progress) on account of claims aggregating to Rs. 735.80
crores which are subject matter of arbitration;
b. note 35 (c), regarding recoverability of unbilled revenue
(work-in-progress) on account of claims aggregating to Rs. 391.09
crores and enforcement of the performance security amounting to Rs.
171.08 crores by the customer at a project of the Thailand branch, as
reported by the independent auditors of the said branch; and
c. note 35 (a), in respect of deductions made/ amount withheld by some
customers aggregating to Rs. 49.35 crores which are being carried as
trade receivables. These amounts are outstanding due to disputes with
the customers.
Pending ultimate outcome of the above matters which is presently
unascertainable, no adjustments have been made in the accompanying
financial statements. Our opinion is not modified in respect of these
matters.
Other Matter
10. We did not audit the financial statements of certain branches and
an unincorporated joint venture whose financial statements reflect
total assets (net of elimination) of Rs. 4,314.20 crores as at 31
March 2015, total revenues (net of eliminations) of Rs. 1,973.98 crores
and net cash flows aggregating to Rs. 50.89 crores for the year ended
on that date, as considered in the aforesaid standalone financial
statements. The financial statements of these branches and an
unincorporated joint venture have been audited by other auditors whose
reports and additional information thereon have been furnished to us by
management, and our opinion in so far as it relates to the amounts and
disclosures included in respect of these branches and an unincorporated
joint venture, is based solely on the reports of the such auditors.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
11. As required by the Companies (Auditor's Report) Order, 2015
("the Order") issued by the Central Government of India in terms of
Section 143(11) of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 3 and 4 of the Order.
12. As required by Section 143(3) of the Act, we report that:
a. we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
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 and proper returns adequate for the purposes of our audit have
been received from the branches not visited by us;
c. the reports on the accounts of the branch offices of the Company
audited under Section 143(8) of the Act by the branch auditors have
been sent to us and have been properly dealt with by us in preparing
this report;
d. 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 and with the returns received from the branches not
visited by us;
e. 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. on the basis of the written representations received from the
directors as on 31 March 2015 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164(2) of the
Act; and
g. with respect to the other matters to be included in the Auditors'
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its
standalone financial position, as detailed in Note 31 to the standalone
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, as detailed in
Note 39 to the standalone financial statements ; and
iii. there has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to
us and the books of account and other records examined by us
in the normal course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
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.
(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 between physical inventory and book records were
noticed on physical verification.
(iii) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Accordingly, the provisions of clauses
3(iii)(a) and 3(iii)(b) of the Order are not applicable.
(iv) In our opinion, 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.
(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 sub-section (1) of Section 148 of the
Act in respect of Company's products and services and are of the
opinion that, prima facie, the prescribed accounts and records have
been made and maintained.
(vii) (a) Undisputed statutory dues including provident fund,
employees' state insurance, income-tax, sales-tax, wealth tax,
service tax, duty of customs, duty of excise, value added tax, cess
and other material statutory dues, as applicable, have not been regularly
deposited with the appropriate authorities and there have been delays
in a large number of cases. Further, no undisputed amounts payable in
respect thereof were outstanding at the year-end for a period of more
than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, wealth
tax, service tax, duty of customs, duty of excise, value added tax and
cess on account of any dispute, are as follows:
Amount Period to which
Name of the statute Nature of dues outstanding the amount
(Rs. crores) relates
Andhra Pradesh
General Sales tax 0.30 1998-99 to
Sales Tax Act, 1956 on the material 2000-01
components of the
works contract
Andhra Pradesh
General Sales tax on 0.90 2004-05
the material
Sales Tax Act, 1956 components of the
works contract
andsuppression
cement jumowei
Andhra Pradesh
General Misuse of Form 1.87 2001-02 to
G against purchase 2004-05
SalesTaxAct,1956 olcemnt
Andhra Pradesh
General Purchase against 0.27 2003-04
SaJtesTax Act J956 Form G not disclosed
Andhra Pradesh
General Misuse of Form G 5.89 2002-03 to
against purchase of 2004-05
SalesTaxAct,1956 cemsT and LDO
Name of the statute Forum where dispute is pending
Andhra Pradesh General Sales Tax Appellate Tribunal, Vizag
Sales Tax Act, 1956
Andhra Pradesh General Sales Tax Appellate Tribunal, Vizag
Sales Tax Act, 1956
Andhra Pradesh General Sales Tax Appellate Tribunal, Vizag
Sales Tax Act,1956
Andhra Pradesh General Sales Tax Appellate Tribunal, Vizag
Sales Tax Act,1956
Andhra Pradesh General Sales Tax Appellate Tribunal, Vizag
Sales Tax Act, 1956
Amount Period to Which
Name of Nature of dues outstanding the amount
the statute (Rs. crores) relates
Bihar Entry
Tax Act,1993 Demand raised for 0.21 2009-10
entry tax for VAT paid items
Bihar Value
Added Tax Act, Disallowance of labour 25.51 2009-10
and other 2005 charges
Bihar Value
Added Tax Act, Disallowance of ITC, 20.84 2010-11
classification
2005 and purchase
Bihar Value
Added Tax Act, Disallowance of labour 4.20 2011-12
2005 and other charges
Bihar VAT and
CST Act, Disallowance of sales- 0.15 2011-12
1956 in-the course of import
Chhattisgarh Entry
Tax Act, Entry tax on materials and 0.26 2005-06 and
1976 equipment 2006-07
Gujarat Sales
Tax Act, 1969 CST against sales in transit 0.07 2002-03
Gujarat Central
Sales Tax Refund assessment not 4.43 2008-09
Act, 1956 appreciated by the
department hence raised
addrtional_demand
Karnataka Sales
Tax Act, Interest on entry tax 0.12 2002-03 to
1957 2004-05
Kerala Value Added
Tax Act, Disallowance of deduction 0.18 2006-07
2003
Kerala Value
Added Tax Act, Tax on stock transfer 1.59 2012-13
2003 and central purchase
Madhya Pradesh Sales tax on the material 0.05 2003-04
Commercial Tax components of the works
Act, 1994 contract
Madhya Pradesh
Entry Tax Entry tax on materials and 0.01 2003-04
Act, 1976 equipment
Madhya Pradesh
Value Disallowance of sales 0.80 2009-10
and in course of
Added Tax Act, import and assessment 2010-11
2002 under higher
taxrate
Madhya Pradesh
Entry Tax Entry tax on materials and 0.35 2009-10 and
Act, 1976 equipments 2010-11
Punjab Value
Added Tax Disallowance of labour 0.14 2008-09
Act, 2005
Punjab Value
Added Tax Disallowance of sales- 24.33 2011-12
Act, 2005 in-transit
Punjab Value
Added Tax Disallowance of sales- 37.33 2012-13
Act, 2005 in-transit
Uttar Pradesh
Central Sales Misuse of Form C against 0.74 1998-99
purchase
TaxAct,1956 of equipments
Rajasthan Tax
on the Entry Entry tax on materials and 1.00 2005-06
of Goods in to equipments
the Local
Area Act, 1957
Uttar Pradesh
Trade Tax Entry tax demand and 0.05 1999-00,
Act, 1948 penalty 2000-01 and
2004-05
Name of the statute Forum where dispute is pending
Bihar Entry
Tax Act,1993 Commissioner of Commercial Tax, Patna
Bihar Value Added
Tax Act,2005 Commercial Tax Tribunal, Patna
Bihar Value Added
Tax Act, 2005 Joint Commissioner Appeals, Patna
Bihar Value Added
Tax Act, 2005 Joint Commissioner Appeals, Patna
Bihar VAT and CST
Act,1956 Joint Commissioner Appeals, Patna
Chhattisgarh Entry
Tax Act, 1976 Supreme Court, New Delhi
Gujarat Sales Tax
Act, 1969 Deputy Commissioner (Appeals),
Vadodara
Gujarat Central Sales
Tax Act, 1956 Commercial Tax Tribunal,Ahmadabad
Karnataka Sales Tax jt.Commercial Appeal Banglore
Act,1957
Kerala Value Added Deputy Commissioner of Commercial Tax,
Tax Act, 2003 Ernakulum and Commercial Tax
Tribunal, Kochi
Kerala Value Added Deputy Commissioner of
Tax Act,2003 Commercial Tax, Ernakulum
Madhya Pradesh Commercial High Court, Bhopal
Tax Act, 1994
Madhya Pradesh Entry High Court, Bhopal
Tax Act, 1976
Madhya Pradesh Value
Added Tax Act, 2002 Commercial Tax Tribunal, Bhopal
Madhya Pradesh Entry
Tax Act, 1976 Commercial Tax Tribunal, Bhopal
Punjab Value Added
Tax Act, 2005 Deputy Commissioner,Patiala
Punjab Value Added
Tax Act, 2005 Commercial Tax Tribunal, Chandigarh
Punjab Value Added
Tax Act, 2005 Deputy Commissioner, Patiala
Uttar Pradesh Central
Sales Tax Act, 1956 Commercial Tax Tribunal, Agra
Rajasthan Tax on the Entry
of Goods in to the Local
Area Act, 1957 High Court, Jodhpur
Uttar Pradesh Trade
Tax Act, 1948 Commercial Tax Tribunal, Agra
Amount Period to which
Name of the statute Nature of dues outstanding the amount
(Rs. crores) relates
Uttar Pradesh
Trade Tax Penalty imposed 0.11 2010-11
for non-submission
Act, 1948 of Behti
West Bengal Value
Added Non-submission 23.60 2009-10
Tax Act, 2003 of E-I forms and
addition in turnover
Haryana Local Area
Entry tax on 0.40 2003-04
Development capital goods
Tax Act, 2000
The Finance Act,2004
the Service and Penalty for 18.87 2003-04
Tax Rules late payment of service 2005-06 and
tax 2006-07
Central Excise
Act, 1944 Non-payment of 0.73 2006-07
excise duty
Name of the statute Forum where dispute is pending
Uttar Pradesh Trade Tax Commercial Tax Tribunal,Agra
Act, 1948
West Bengal Value Added Joint Commissioner (Appeal), Midnapur
Tax Act, 2003
Haryana Local Area Development Supreme Court, New Delhi
Tax Act, 2000
The Finance Act, 2004 and CESTAT, Delhi
the Service Tax Rules
Central Excise Act, 1944 Commissioner of Custom and Central
Excise, Mumbai
(c) The Company has transferred the amount required to be transferred
to the investor education and protection fund in accordance with the
relevant provisions of the Companies Act, 1956 (1 of 1956) and rules
made thereunder within the specified time.
(viii) In our opinion, the Company has no accumulated losses at the end
of the financial year and it has not incurred cash losses in the
immediately preceding financial year; however, in the current financial
year, the Company has incurred cash losses.
(ix) During the year, the Company has delayed in repayment of principal
and interest to banks, financial institutions and debenture- holders.
The delays with respect to principal and interest upto 90 days amounted
to Rs. 168.86 crores and Rs. 87.19 crores, respectively; the delays
between 91 to 180 days amounted to Rs. 64.90 crores and Rs. 44.06
crores, respectively and the delays between 181 to 382 days amounted to
Rs. 12.05 crores and Rs. 1.45 crores, respectively, to banks, financial
institutions and debenture-holders.
As at the year end, the Company has defaulted in repayment of loan and
interest aggregating to Rs. 71.28 crores and Rs. 21.27 crores
respectively to banks, financial institutions and debenture-holders. As
at the balance sheet date, the periods of delays in these cases were up
to 382 days and 168 days respectively.
(x) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
(xi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xii) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker Chandiok & Co LLP
(Formerly Walker, Chandiok & Co)
Chartered Accountants
Firm's Registration No.: 001076N/N500013
per Anupam Kumar
Partner
Membership No.: 501531
Place: Gurgaon
Date: 22 May 2015
Mar 31, 2014
Report on the Financial Statements
1. We have audited the accompanying financial statements of Punj
Lloyd Limited, ( ACI-the Company ACI-), which comprise the Balance Sheet
as at March 31, 2014, 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
2. 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 notified under the Companies Act, 1956 ( ACI-the
Act ACI-) read with the General Circular 15/2013 dated September 13, 2013
of the Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013. 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.
Auditors'' Responsibility
3. 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.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal 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 Company''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.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion and to the best of our information and according to
the explanations given to us and based on the considerations of the
reports of the other auditors on the financial statements of the
branches and an unincorporated joint venture as noted below, 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:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014 ADs-
ii) in the case of the Statement of Profit and Loss, of the profit
for the year ended on that date ADs- and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matter
7. Without qualifying our opinion, we draw attention to:
a. note 41 to the financial statements, regarding recoverability of
claims aggregating to Rs. 733.98 crores which are subject matter of
conciliation. Pending ultimate outcome of the matter which is presently
unascertainable, no adjustments have been made in the accompanying
financial statements.
b. As reported by the Independent Auditors of the financial
statements of the Company''s branch in Thailand, we draw attention to
note 42 to the financial statement, regarding recoverability of claims
aggregating to Rs. 389.86 crores. Pending ultimate outcome of the
matter which is presently unascertainable, no adjustments have been
made in the accompanying financial statements.
c. note 36 to the financial statements in respect of deductions made
/ amount withheld by some customers aggregating to Rs. 53.91 crores
which are being carried as trade receivables. These amounts are
outstanding due to disputes with the customers and presently the
ultimate outcome of these disputes is unascertainable, however since
the Company is of the view that these amounts are recoverable, no
provision is required against the same.
Report on Other Legal and Regulatory Requirements
8. As required by the Companies (Auditor''s Report) Order, 2003 ( ACI-the
Order ACI-) 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.
9. 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 ADs-
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 and proper returns adequate for the purposes of our audit
have been received from branches and an unincorporated joint venture
not visited by us. ADs-
c. we have received the reports on the financial statements of the
branches and an unincorporated joint venture audited under section 228
by other auditors and have appropriately dealt with these while forming
our audit opinion.
d. the financial statements dealt with by this report are in
agreement with the books of account and with the returns received from
the branches and an unincorporated joint venture not visited by us ADs-
e. in our opinion, the financial statements comply with the
Accounting Standards notified under the Companies Act, 1956 read with
the General Circular 15/2013 dated September 13, 2013 of the Ministry
of Corporate Affairs in respect of section 133 of the Companies Act,
2013 ADs- and
f. 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 Act.
Other Matter
10. We did not audit the financial statements of certain branches, and
an unincorporated joint venture, included in the financial statement,
whose financial statements reflect total assets (net of elimination)
of Rs. 4,417.00 crores as at March 31, 2014, total revenues (net of
eliminations) of Rs. 3,455.27 crores and net cash flows aggregating to
Rs. 22.31 crores for the year then ended. These financial statements
have been audited by other auditors whose audit reports have been
furnished to us by the management, and our audit opinion on the
financial statements of the Company for the year then ended to the extent
they relate to the financial statements not audited by us as stated in
this paragraph is based solely on the audit reports of the other
auditors. Our opinion is not qualified in respect of this matter.
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased
manner 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) In our opinion, a substantial part of fixed assets has not been
disposed off 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 between physical inventory and book records were
noticed on physical verification.
(iii) (a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses 4
(iii) (b) to 4 (iii) (d) of the Order are not applicable.
(e) The Company has not taken any loan, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(f) and 4(iii)(g) of the Order are not applicable.
(iv) In our opinion, 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.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
(b) In respect of transactions made in pursuance of such contracts or
agreements exceeding the value of Rupee five lakhs entered into during
the financial year, because of the unique and specialized nature of
the items involved, no comparison of prices paid can be made with
prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the 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 clause (d) of sub-section (1) of
Section 209 of the Act in respect of Company''s products and services
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, custom duty, excise duty, cess and
other material statutory dues, as applicable, have not been regularly
deposited with the appropriate authorities and there have been delays
in a large number of cases. Further, no undisputed amounts payable in
respect thereof were outstanding at the year-end for a period of more
than six months from the date they become payable.
(b) The dues outstanding in respect of income-tax, sales-tax, wealth
tax, service tax, custom duty, excise duty, cess on account of any
dispute, are as follows:
Name of the Statue Nature of dues Amount Outstanding
in crores (RS.)
Andhra Pradesh
General Sales Sales tax on the material
components of the 0.26
Tax Act 1956 works contract
Andhra Pradesh
General Sales Sales tax on the material
components of the 2.23
Tax Act 1956 works contract.
Andhra Pradesh
General Sales Mis-use of concessional
Form G against 2.19
Tax Act 1956 purchase of Cement
Andhra Pradesh
General Sales Mis-use of concessional
Form G against purchase 5.89
Tax Act 1956 of Cement and LDO
Andhra Pradesh
General Sales Purchase of Cement
escape turnover 0.44
Tax Act 1956
Bihar Value Added
Tax Act 2005 Disallowance of labour
and other charges 25.49
Bihar Value Added
Tax Act 2005 Disallowance of labour
and other charges 0.31
Entry tax on materials
and equipment
Chhatisgarh Entry
Tax Act 1976 0.23
brought in to the state
Gujarat Central
Sales Tax Act Refund assessment not
appreciated by the 2.55
1956 department and raised
additional demand
Gujarat Sales
Tax Act 1969 CST against Sales in Transit 0.07
Haryana Value
Added Tax Act Disallowance of deduction 5.81
2003
Interest on Entry Tax
imposed by DCCT,
Karnataka Sales
Tax Act,1957 0.23
Bangalore
Kerala Value
Added Tax Act Disallowance of deduction 3.91
2003
Sales tax on the material
components of the
MP Commercial
Tax Act, 1994 0.05
works contract
Entry tax on materials
and equipment
MP Entry Tax
Act 1976 0.01
brought into the state
VAT on sales in course of
import and interest
MP Value Added
Tax Act 2002 3.18
and penalty
Entry tax on materials
and equipment
MP Entry Tax
Act 1976 0.43
brought into the state
Maharashtra Value
Added Tax VAT on transportation,
travelling charges and 1 09
Act 2002 penalty
Punjab Value Added
Tax 2005 Disallowance of sales
in transit 18.62
Rajasthan Tax on
the entry of Goods Entry Tax demand on
materials equipment 0.91
in to the Local
Area Act 1999
Uttar Pradesh,
Central Sales Tax Misuse of Form C against
purchase of 0.74
Act 1956 equipment
Uttar Pradesh
Trade Tax Act 1948 Entry Tax demand and penalty 0.03
Uttar Pradesh Trade
Tax Act 1948 Entry Tax demand 0.02
Uttar Pradesh Trade
Tax Act 1948 Penalty imposed for non-
submission of Behti 0.11
West Bengal
Value Added Tax, Non-submission of E-I
forms and addition in 26.87
2003 turnover
The Income Tax
Act, 1961 Demand by Income tax
department -
Name of Statute Period to
which Forum where dispute is
the amount Pending
Relates
Andhra Pradesh
General Sales 1998-99 and Sales Tax Appellate Tribunal
Tax Act 1956 2000-01 Hyderabad, Andhra Pradesh
Andhra Pradesh
General Sales 2001-02 and Assessing Officer, Hyderabad,
Tax Act 1956 2002-03 Andhra Pradesh
Andhra Pradesh
General Sales 2001-02 to Sales Tax Appellate Tribunal,
Tax Act 1956 2004-05 Vizag, Andhra Pradesh
Andhra Pradesh
General Sales 2002-03 to Deputy Commissioner Sales Tax
Tax Act 1956 2004-05 Appeal, Vizag, Andhra Pradesh.
Andhra Pradesh
General Sales Sales Tax Appellate Tribunal,
Tax Act 1956 2004-05 Vizag, Andhra Pradesh
Bihar Value Added
Tax Act 2005 2009-10 Commercial Tax Tribunal
Bihar Value Added
Tax Act 2005 2011-12 Joint Commissioner Appeal
Chhatisgarh Entry
Tax Act 1976 2005-06 Bilaspur High Court,
Chhatisgarh
Gujarat Central
Sales Tax Act Deputy Commissioner (Appeals)-
1956 2008-09 Vadodara
Gujarat Sales
Tax Act 1969 Deputy Commissioner (Appeals)-
2002-03 Vadodara
Haryana Value
Added Tax Act 2003-04 to Sales tax Appellate Tribunal
2003 2005-06 Chandigarh, Haryana
Karnataka Sales
Tax Act,1957 Joint Commissioner (Appeal),
2003-04 Bangalore
Kerala Value
Added Tax Act 2005-06 and Deputy Commissioner (Appeals)-
2003 2006-07 Ernakulam, Kerala
MP Commercial
Tax Act, 1994 2003-04 High Court, Bhopal, MP
MP Entry Tax
Act 1976 2003-04 High Court, Bhopal, MP
MP Value Added
Tax Act 2002 2009-10 and Additional Commissioner
2010-11 Commercial Tax, Gwalior
MP Entry Tax
Act 1976 2009-10 and Additional Commissioner
2010-11 Commercial Tax, Gwalior
Maharashtra Value
Added Tax 2006-07 and Joint Commissioner (Appeal)
Act 2002 2008-09 Nasik, Maharashtra
Punjab Value Added
Tax 2005 2011-12 Commercial Tax Tribunal
Rajasthan Tax on
the entry of Goods High Court of Jodhpur,
in to the Local
Area Act 1999 2005-06 Rajasthan
Uttar Pradesh,
Central Sales Tax 1998-99 Assessing Officer, Mathura
Act 1956
Uttar Pradesh
Trade Tax Act 1948 2000-01 and Commercial Tax Tribunal, Agra
2004-05
Uttar Pradesh Trade
Tax Act 1948 1999-00 Joint Commissioner Appeal,
Mathura
Uttar Pradesh Trade
Tax Act 1948 2010-11 Tribunal, Uttar Pradesh
Trade Tax
West Bengal
Value Added Tax, Joint Commissioner (Appeal),
2003 2009-2010 Midnapur (WB)
The Income Tax
Act, 1961 2004-05 to CIT Appeals
2006-07
Name of the Statue Nature of dues Amount Outstanding
in crores (RS.)
Central Excise
Act, 1944 Non-payment of
excise duty 0.73
The Finance Act
2004 and the Penalty for late
payment
of service tax 18.87
Service Tax Rules
Name of Statute Period to
which Forum where dispute is
the amount Pending
Relates
Central Excise
Act, 1944 Commissioner of Custom and
2006-07 Central Excise, Mumbai
The Finance Act
2004 and the 2003-04,
2005-06 CESTAT, Delhi
Service Tax Rules and 2006-07
(x) In our opinion, the Company has no accumulated losses at the end of
the financial year and it has not incurred cash losses in the current
and the immediately preceding financial year.
(xi) In our opinion, the Company has not defaulted in repayment of dues
to debenture-holders during the year ADs- the Company has defaulted in
repayment of principal and interest amounting to Rs. 56.81 crores to
banks and financial institutions for maximum period upto 74 days. As
at year end, the Company has defaulted in repayment of below mentioned
dues to the Banks which have been paid subsequent to the balance sheet
date:
Particulars Amount in
crores (Rs.) Period of delays
Repayment of Loan to
Banks 9.58 Upto 80 days
Payment of Interest
to Banks 0.53 Upto 74 days
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, provisions of clause
4(xiii) of the Order are not applicable.
(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.
(xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment by the Company.
(xviii) During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act. Accordingly, the provisions of
clause 4(xviii) of the Order are not applicable.
(xix) The Company has created security in respect of the outstanding
debentures issued during previous years. No debentures have been issued
during the year.
(xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker Chandiok ACY- Co LLP
(Formerly Walker, Chandiok ACY- Co)
Chartered Accountants
Firm Registration No. 001076N
per David Jones
Partner
Membership No. 098113
Place: Gurgaon
Date: May 20, 2014
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying Financial Statements of Punj Lloyd
Limited, ("the Company"), which comprise the Balance Sheet as at
March 31, 2013, 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
2. 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 act"). 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.
Auditors'' Responsibility
3. 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.
4. an audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the Financial Statements. the
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal 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 management, as well as evaluating the
overall presentation of the Financial Statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion and to the best of our information and according to
the explanations given to us and based on the considerations of the
reports of the other auditors on the financial statements of the
branches and an unincorporated joint venture as noted below, 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:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
ii) in the case of Statement of Profit and Loss, of the profit for the
year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matter
7. Without qualifying our opinion, we draw attention to:
a) note 36 to the Financial Statements in respect of deductions made/
amount withheld by some customers aggregating to Rs 58.02 crores which
are being carried as trade receivables. These amounts are outstanding
due to dispute with the customers and presently the ultimate outcome of
these disputes cannot be determined, however since the Company is of
the view that these amounts are recoverable, no provision is required
against the same.
b) note 41 to the Financial Statements, regarding recoverability of
claims aggregating to Rs. 243.03 crores and liquidated damages of Rs.
7.30 crores pertaining to earlier years and due as at March 31, 2013.
These dues being subject matter of a conciliation, the Company has
assessed recoverability of these amounts based on the terms and
conditions implicit in the contract, and legal opinions from
independent counsel. on the basis of such assessment, management is of
the opinion that the claims are tenable and liquidated damages would be
waived by the customer, accordingly no adjustments have been made in
the accompanying Financial Statements.
Report on Other Legal and Regulatory Requirements
8. 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.
9. 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 and proper returns adequate for the purposes of our audit
have been received from branches and an unincorporated joint venture
not visited by us;
c. we have received the reports on the financial statements of the
branches audited under section 228 by other auditors, an
un-incorporated joint venture and have appropriately dealt with these
while forming our audit opinion;
d. the Financial Statements dealt with by this report are in agreement
with the books of account and with the returns received from the
branches not visited by us;
e. in our opinion, the Financial Statements comply with the accounting
Standards referred to in sub-section (3C) of Section 211 of the Act and
f. 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 AcL
Other Matter
10. We did not audit the financial statements of certain branches and
an un-incorporated joint ventures included in the Financial Statements,
whose financial statements reflect total assets (net of eliminations)
of Rs. 4,482.54 crores as at March 31, 2013; total revenues (net of
eliminations) of Rs. 2,805.00 crores and net cash flows aggregating to
Rs. 40.95 crores for the year then ended. These financial statements
have been audited by other auditors whose audit reports have been
furnished to us by the management/other auditors, and our audit opinion
on the Financial Statements of the Company for the year then ended to
the extent they relate to the financial statements not audited by us as
stated in this paragraph is based solely on the audit reports of the
other auditors. our opinion is not qualified in respect of this matter.
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
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) In our opinion, a substantial part of fixed assets has not been
disposed off 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 between physical inventory and book records were
noticed on physical verification.
(iii) (a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii) (b) to 4(iii) (d) of the order are not applicable.
(e) 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 Ac! accordingly, the provisions of clauses
4(iii)(f) and 4(iii)(g) of the order are not applicable.
(iv) In our opinion, 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.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the act have been so entered.
(b) In respect of transactions made in pursuance of such contracts or
arrangements exceeding the value of Rupees five lakhs entered into
during the financial year, because of the unique and specialized nature
of the items involved, no comparison of prices paid can be made with
prevailing market prices at the relevant time.
(vi) the Company has not accepted any deposits from the public within
the meaning of Sections 58a and 58AA of the act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the 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 clause (d) of sub-section (1) of
Section 209 of the Act in respect of Company''s products and services
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, custom duty, excise
duty, cess and other material statutory dues, as applicable, have
generally been regularly deposited with the appropriate authorities,
though there has been a delay in a few cases. Further, no material
undisputed amounts payable in respect thereof were outstanding at the
year-end for a period of more than six months from the date they become
payable.
(b) The dues outstanding in respect of sales-tax, income-tax, custom
duty, wealth-tax, excise duty, cess on account of any dispute, are as
follows:
Name of the statute Nature of dues Amount
outstanding
(in Rs
crores)*
Andhra Pradesh General
Sales Tax Sales tax on the material 0.70
Act, 1956 components of the works
contract
Andhra Pradesh General
Sales tax Sales tax on the material 2.22
Act, 1956 components of the works
contract
Andhra Pradesh General
Sales tax Penalty for mis-use of 4.52
Act, 1956 concessional Form G against
purchase of LDO
Andhra Pradesh General
Sales tax Penalty for mis-use of 2.19
Act, 1956 concessional Form G against
purchase of Cement
Uttar Pradesh, Central
Sales tax Penalty against Form C usage 0.49
Act, 1956 for purchase of machinery
Uttar Pradesh, Central
Sales tax Entry tax demand 0.05
Act, 1956
Name of the Statute Period to which the Forum where the dispute
amount relates is pending
Andhra Pradesh General
Sales Tax Act 1956 1998-99, Sales tax appellate
tribunal
2000-01 and Hyderabad, andhra
Pradesh
2004-05
Andhra Pradesh General
Sales Tax Act 1956 2001-02 to Assessing Officer,
2003-04 Hyderabad, andhra
Pradesh
Andhra Pradesh General
Sales Tax Act 1956 2002-03 Sales tax appellate
to tribunal, Vizag, andhra
2004-05 Pradesh
Andhra Pradesh General
Sales Tax Act 1956 2001-02 Sales tax appellate
tribunal
to Vizag, andhra Pradesh.
2004-05
Uttar Pradesh Central
Sales Tax Act 1956 1998-1999 Additional Commissioner
(appeal), Mathura
Uttar Pradesh Central
Sales Tax Act 1956 1999-00 and Sales tax appellate
2000-01 tribunal, agra
*(Net of amounts paid under protest)
(x) In our opinion, the Company has no accumulated losses at the end of
the financial year and it has not incurred cash losses in the current
and the immediately preceding financial year.
(xi) In our opinion, the Company has not defaulted in repayment of dues
to any financial institution or bank or to debenture-holders during the
year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii)
of the Order are not applicable.
(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.
(xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment by the Company.
(xviii) During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act. Accordingly, the provisions of
clause 4(xviii) of the Order are not applicable.
(xix) The Company has created security in respect of the outstanding
debentures issued during the previous years. No debentures have been
issued during the year.
(xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker, Chandiok & Co
Chartered Accountants
Firm Registration No.: 001076N
per David Jones
Partner
Membership No.: 098113
Place of signature: New York
Date: May 29, 2013
Mar 31, 2012
1. We have audited the attached balance sheet of Punj Lloyd 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 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 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 certain branches of
the Company, whose financial statements (net of eliminations) reflect
total assets of Rs. 3,570.32 crores as at March 31, 2012, total revenue
of Rs. 1,224.28 crores and negative cash flows amounting to Rs.
139.91crores for the year then ended. We also did not audit the
financial statements of certain unincorporated joint ventures of the
Company, whose financial statements (net of eliminations) reflect, to
the extent of the proportionate share of the Company, total assets of
Rs. 107.44 crores as at March 31, 2012, total revenue of Rs. 177.89
crores and negative cash flows amounting to Rs. 37.11 crores for the
year then ended. These financial statements and other financial
information of branches and unincorporated joint ventures not audited
by us 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
included for such branches and unincorporated joint ventures, is based
solely on the report of other auditors.
5. (a) Attention is invited to note 45 to the financial statements.
The Company had during an earlier year taken credit for a claim of Rs.
243.03 crores on a contract, based upon management's assessment of cost
overrun arising due to design changes and had also not accounted for
liquidated damages amounting to Rs. 7.30 crores deducted by the
customer since it is of the view that the delay is attributable to the
customer. Due to the uncertainty over ultimate collection and
recoverability of the said amounts, we are unable to comment on the
same and also the appropriateness of non accounting of liquidated
damages.
(b) Attention is invited to note 46 to the financial statements. The
Company during the previous year has taken credit for a claim of Rs.
89.73 crores on two contracts, which are pending acceptance by the
customers. Due to the uncertainty over ultimate collection and
recoverability of the said amounts, we are unable to comment on the
same.
Our audit report on the financial statements for the year ended March
31, 2011 was also qualified in respect of the above matters.
6. Without qualifying our opinion, we draw attention to note 36 to the
financial statements regarding deductions made/ amounts withheld by
some customers and pending billing against certain old work in progress
aggregating to Rs. 308.57 crores on various accounts which are being
carried as trade receivables and inventories. Due to dispute / pending
acceptance of unbilled work in progress and other pending matters with
the customers, the ultimate outcome of the above matters cannot
presently be determined although the Company is of the view that such
amounts are recoverable and hence no provision is required there
against.
7. Without qualifying our opinion, we draw attention to note 41 to the
financial statements regarding the aggregate assets of Rs. 593.05
crores as at March 31, 2012 as appearing in the projects in Libya
Branch, where during the year, as represented to us, the overall
political and economic environment appears to be getting stabilized
after a period of civil and political disturbance and unrest. The
accounts of Libya Branch have been reviewed by another auditor in
Libya. The management, after considering the present environment and
economic conditions in Libya, is confident of realization of above
amounts and accordingly, no adjustments have been considered necessary
in these accounts
8. 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 and proper returns adequate for the purposes of our audit
have been received from branches and unincorporated joint ventures not
visited by us. The branches and unincorporated joint ventures
Auditor's Reports have been forwarded to us and have been
appropriately dealt with;
iii. 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 audited returns from the branches and
unincorporated joint ventures;
iv. Except for the possible effects of the matter referred to in
paragraph 5 above, in our opinion, the balance sheet, statement of
profit and loss 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 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. Except for the possible effects of the matter referred to in
paragraph 5 above ,in our opinion 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 cash flow statement, of the cash flows for the year
ended on that date.
Annexure referred to in paragraph [3] of our report of even date
Re: Punj Lloyd Limited ("the Company")
(i) (a) The Company has maintained proper records showing full
particulars,including quantitative details and situation of fixed
assets.
(b) As informed to us, the physical verification of part of the Plant
and Machinery which was due in the last year in accordance with a
phased programme of verifying all fixed assets once in three years, has
been completed during the year and no material discrepancies were
identified on such verification. In our opinion, the frequency of
physical verification is reasonable having regard to the size of the
company and the nature of the assets.
(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 is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) According to the information and explanations given to us,
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. Accordingly, the provisions of clause 4
(iii) (a) to (d) of the Order are not applicable to the Company and
hence not commented upon.
(b) 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)
(e) to (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, and having regard to the explanation that certain project
materials and fixed assets purchased are of specialized nature and
alternate sources do not exist for obtaining quotations thereof, 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 Companies Act, 1956,
that need to be entered into the register maintained under Section 301
have been so entered.
(b) In respect of transactions made in pursuance of such contracts or
arrangements exceeding the value of Rupees five lakhs entered into
during the financial year, because of the unique and specialized nature
of the items involved, no comparison of prices paid can be made with
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) We have broadly reviewed the books of accounts maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 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 applicable to it have generally
been regularly deposited with the appropriate authorities though there
have been slight 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:
Period to
which the Forum where
dispute is
Name of the
statute Nature of dues Amount
amount
relates pending
Andhra Pradesh Sales Tax on
the material
components of 0.70 1998-1999,
2000-2001 Sales Tax
Appellate Tribunal
General Sales
Tax Act, the works
contract. &2004-2005 Hyderabad,
Andhra Pradesh
1956
Andhra Pradesh Sales Tax on
the material
components of 2.22 2001-2002
to 2003- CTO, Hyderabad,
Andhra
General Sales
Tax Act, the works
contract. 2004 Pradesh
1956
Name of the
Statute Nature of dues Amount Period to
which the Forum where
dispute is
amount
relates pending
Andhra Pradesh Penalty for use
of G Form
against material 2.19 2001-2002
to 2004- Sales Tax
Appellate
Tribunal,
General Sales
Tax Act, purchases &
Penalty for
suppression of 2005 Vizag,
Andhra Pradesh
1956 Turnover
Andhra Pradesh Penalty for use
of G Form
against material 4.52 2002-2003
to 2004- Appellate Deputy
General Sales
Tax Act, purchases &
Penalty for
suppression of 2005 Commissioner,
Vizag,
1956 Turnover Andhra Pradesh
Uttar Pradesh
Central Penalty against
Form C usage
for purchase 0.28 1998-1999 Allahabad,
High Court,Uttar
Sales Tax
Act, 1956 of machinery Pradesh
Uttar Pradesh
Central Penalty against
Form C usage
for purchase 0.21 1998-1999 Sales Tax
Appellate
Tribunal,
Sales Tax
Act, 1956 of machinery Agra, Uttar
Pradesh
Uttar Pradesh
Trade Tax Entry tax
demand 0.05 1999-2000
to 2000- Joint
Commissioner,
Appeal,
Act, 1948 2001 Mathura,
Uttar Pradesh
Uttar Pradesh
Trade Entry tax
demand &
Sales tax
form not 0.13 2004-2005
& 2010-2011 Allahabad,
High Court,Uttar
Act, 1948 accepted by
the department Pradesh
Uttar Pradesh
Trade Entry tax demand 0.01 2002-2003
and 2004- Commercial tax
tribunal,
Act, 1948 2005 Agra
Gujarat Sales
Tax Act, Differential
Sales Tax for
non submission
of 6.21 1998-1999
to 1999- Sales Tax
Appellate
Tribunal,
1969 statutory forms. 2000 Ahmedabad,
Gujarat.
Gujarat Sales
Tax Act, CST against
sales in transit 0.07 2002-2003 Dy.Commissioner
1969 (Appeals),Baroda
Haryana
Local Area Entry Tax demand 0.40 2003-2004 Supreme Court,
New Delhi
Development
Tax Act,
2000
Maharashtra
VAT Act, VAT on
Transportation,
Travelling
Charges 0.46 2006-2007 Joint
Commissioner
Appeal,
2002 & Penalty Nasik,
Maharashtra
Madhya
Pradesh Entry Entry Tax demand 0.06 2003-2004 High court,
Gwalior bench,
Tax Act, 1976 Madhya Pradesh
Haryana Value
Added Disallowance of
deduction 5.40 2003-2004 &
2004-2005 Sales Tax
Appellate
Tribunal
Tax Act, 2003 Chandigarh,
Haryana
Kerala VAT
Act, 2003 Disallowance of
deduction 3.91 2005-2006 &
2006-2007 Dy.Commissioner
(Appeals)
-Ernakulam,
Kerala
Rajasthan
Tax on the Entry Tax on
Material Equipment 0.91 2005-2006 High Court,
Jodhpur,
Entry of Goods
into the Rajasthan
Local Area
Act, 2001
Rajasthan Tax
VAT Act Disallowance of
Exempted Sales 21.03 2008-2009 Dy.Commissioner
and CST Act (Appeals),Kota,
Rajasthan
Chhattisgarh
Entry Tax Entry tax
demand on
material
component 0.23 2005-2006 Supreme Court,
New Delhi
Act, 1976
Name of the
statute Nature of dues Amount Period to
which the Forum where
amount dispute is
relates pending
Karnataka
Sales Tax Interest on
Entry Tax
imposed by DCCT, 0.23 2003-2004 Joint
Commissioner
Act, 1957 Bangalore (Appeals),
Bangalore
West Bengal
Vat Act, Disallowance of
deduction 1.15 2007-2008 Sr.Joint
Commissioner,
2003 Midnapur
Circle, West
Bengal
Delhi Vat
Act, 2004 Disallowance of
Labour and
Services 39.42 2009-10 &
2010-11 Sp.Commissioner
, Dept of
Trade and
Taxes Delhi
Central
Excise Act, Non-Payment of
Excise duty 0.96 2006-2007 Commissioner
of Customs
1944 and Excise
The Finance
Act, 2004 Penalty for
late deposit of
Service Tax & 18.87 2003-2004 to
2006- CESTAT, Delhi
and the
Service Tax Disallowance of
deduction for
value of 2007
Rules goods sold
Bihar VAT
and CST Act Non-Submission
of Statutory
Forms 22.87 2009-10 Patna HighCourt
Bihar VAT
and CST Non-Submission
of Statutory
Forms & 12.48 2008-09 to
2010-11 Commissioner of
Act & Bihar
Entry Tax Demand and
Penalty Imposed
for Entry Tax Commercial
Tax-Patna
Act,1993
Madhya
Pradesh VAT Disallowance of
Brought
Forward Input 0.95 2008-09 Madhya Pradesh
High Court
Act Credit
The Income
Tax Act, Demand by
Income Tax
Department 45.36 2004-05 to
2006-07 CIT Appeals
1961
(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 the repayment of dues to financial
institution, banks 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 Companies (Auditor's Report) Order, 2003 (as amended)
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 (Auditor's Report)
Order, 2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has given guarantees for loans taken by subsidiaries/ joint
ventures from banks and financial institutions, the terms and
conditions whereof, in our opinion, are not prima-facie prejudicial to
the interest of the Company.
(xvi) Based on 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
to parties or companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us,
security and charge has been created by the Company on the 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. BATLIBOI & CO.
Firm registration number: 301003E
Chartered Accountants
Per Anil Gupta
Partner
Membership No.: 87921
Place: Gurgaon
Date: April 30, 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of Punj Lloyd Limited
('the Company') as at March 31, 2011 and also the profit and Loss
account and the cash fl ow 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 fi
nancial 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 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 certain branches of
the Company, whose financial statements (net of eliminations) refl ect
total assets of Rs. 25,733,173 thousand as at March 31, 2011, total
revenue of Rs. 13,273,095 thousand and cash fl ows amounting to Rs.
2,025,443 thousand for the year then ended. We also did not audit the
financial statements of certain unincorporated joint ventures of the
Company, whose financial statements (net of eliminations) refl ect, to
the extent of the proportionate share of the Company, total assets of
Rs. 1,160,918 thousand as at March 31, 2011, total revenue of Rs.
1,979,803 thousand and cash fl ows amounting to Rs. 373,499 thousand
for the year then ended. These financial statements and other fi
nancial information of branches and unincorporated joint ventures not
audited by us 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 included for such branches and unincorporated joint ventures,
is based solely on the report of other auditors.
5. (a) Attention is invited to note 30 of schedule 'M' to the fi
nancial statements. The Company during the previous year had taken
credit for a claim of Rs. 2,430,300 thousand on a contract and had also
not accounted for liquidated damages amounting to Rs. 654,891 thousand
deducted by the customer in view of the reasons stated in the said
note. Further, there are other debtors outstanding of Rs. 844,527
thousand and unbilled work in progress inventory of Rs. 1,603,397
thousand relating to the said contract as at March 31, 2011. Due to the
uncertainty over ultimate collection of the said amounts, we are unable
to comment on the same. Our previous year ended March 31, 2010 audit
report was also qualified in respect of the same matter.
(b) Attention is invited to note 31 of schedule 'M' to the financial
statements. The Company during the year has taken credit for a claim of
Rs. 897,346 thousand on two contracts, which are pending acceptance by
the customers. Due to the uncertainty over ultimate collection of the
said amounts, we are unable to comment on the same.
6. As stated in note 19 of schedule 'M' to the financial statements,
due to civil and political disturbances and unrest in Libya, the work
on all the projects in Libya has stopped. There are aggregate assets of
Rs. 9,909,622 thousand, aggregate revenues of Rs. 1,954,565 thousand,
profits before tax of Rs. 96,816 thousand and cash fl ows of
Rs.1,803,620 thousand for the year then ended in Libya Branch, which
have been audited by another auditor in Libya. However, we were unable
to perform certain procedures that we considered necessary under the
requirements of Statement on Auditing SA600 (Using the work of another
auditor) issued by the Institute of Chartered Accountants of India,
including obtaining corroborative information and/ or audit evidence,
in relation to certain components of financial statements of Libya
Branch. The ultimate outcome of above matters cannot presently be
ascertained in view of the uncertainty as stated above. Accordingly, we
are unable to comment on the consequential effects of the foregoing on
the financial statements.
7. Without qualifying our opinion, we draw attention to note 11 (a) of
schedule 'M' to the financial statements regarding deductions made/
amounts withheld by some customers aggregating to Rs. 725,128 thousand
on various accounts which are being carried as sundry debtors. Due to
dispute and other pending matters with the customers, the ultimate
outcome of the above matters cannot presently be determined although
the Company is of the view that such amounts are recoverable and hence
no provision is required there against.
8. 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 and proper returns adequate for the purposes of our audit
have been received from branches and unincorporated joint ventures not
visited by us except to the extent stated in paragraph 6 above. The
branches and unincorporated joint ventures Auditor's Reports have been
forwarded to us and have been appropriately dealt with;
iii. The balance sheet, profit and loss account and cash fl ow
statement dealt with by this report are in agreement with the books of
account and with the audited returns from the branches and
unincorporated joint ventures;
iv. In our opinion, the balance sheet, profit and loss account and
cash fl ow 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, except to the extent of our comments in
paragraph 5 above.
v. On the basis of the written representations received from the
directors, as on March 31, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2011 from being appointed as a director in terms of clause
(g) of sub- section (1) of section 274 of the Companies Act, 1956.
vi. Without considering our observations in paragraph 5 and 6 above,
the impact whereof on the Company's profits is not presently
ascertainable, 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, 2011;
b) in the case of the profit and loss account, of the profit for the
year ended on that date; and
c) in the case of cash fl ow statement, of the cash fl ows for the year
ended on that date.
Annexure referred to in paragraph [3] of our report of even date Re:
Punj Lloyd Limited ('the Company')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As informed to us, the physical verification of part of the Plant
and Machinery which was due during the year in accordance with a phased
programme of verifying all fixed assets once in three years, is under
progress and has not been completed. The Management is confident that
no material discrepancies shall exist therein as compared to fixed
assets records. In the absence of complete physical verification, we
are unable to comment on the discrepancies therein, if any.
(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 is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) According to the information and explanations given to us,
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. Accordingly, the
provisions of clause 4 (iii) (a) to (d) of the Order are not applicable
to the Company and hence not commented upon.
(b) 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) (e) to (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, and having regard to the explanation that certain project
materials and fixed assets purchased are of specialized nature and
alternate sources do not exist for obtaining quotations thereof, 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 Companies Act, 1956,
that need to be entered into the register maintained under section 301
have been so entered.
(b) In respect of transactions made in pursuance of such contracts or
arrangements exceeding the value of Rupees five lakhs entered into
during the financial year, because of the unique and specialized
nature of the items involved, no comparison of prices paid can be made
with 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, employees' state insurance, income- tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues applicable to it have generally been
regularly deposited with the appropriate authorities though there have
been slight delays in a few cases.
Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the Company in depositing the same.
(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 the statute Nature of dues Amount in
Rs.' 000
Andhra Pradesh General Sales Tax on the material
components of 6,987
Sales Tax Act, 1956 the works contract.
Andhra Pradesh General Sales Tax on the material
components of 22,248
Sales Tax Act, 1956 the works contract.
Andhra Pradesh General Penalty for use of G Form
against material 18,688
Sales Tax Act, 1956 purchases
Andhra Pradesh General Penalty for use of G Form
against material 42,333
Sales Tax Act, 1956 purchases
Andhra Pradesh General Penalty for suppression of
Turnover 3,248
Sales Tax Act, 1956
Andhra Pradesh General Penalty for suppression of
Turnover 2,872
Sales Tax Act, 1956
Uttar Pradesh Central
Sales Penalty against Form C usage
for purchase 2,847
Tax Act, 1956 of machinery
Uttar Pradesh Central
Sales Penalty against Form C usage
for purchase 2,140
Tax Act, 1956 of machinery
Uttar Pradesh Trade
Tax Act, Entry tax demand 499
1948
Uttar Pradesh Trade Act, Entry tax demand 196
1948
Uttar Pradesh Trade Act, Entry tax demand 65
1948
Uttar Pradesh Trade Act, Sales tax form not accepted by the 1,140
1948 department
Gujarat Sales Tax
Act, 1969 Differential Sales Tax for non
submission of 62,087
statutory forms.
Gujarat Sales Tax
Act, 1969 CST against sales in transit 720
Haryana Local Area Entry Tax demand 3,995
Development Tax
Act, 2000
Maharashtra VAT Act, 2002 VAT on Transportation, 4,560
Travelling Charges & Penalty
Madhya Pradesh Entry Tax Entry Tax demand 588
Act, 1976
Haryana Value Added Tax Disallowance of deduction 53,985
Act, 2003
Kerala VAT Act, 2003 Disallowance of deduction 85,997
Rajasthan Tax on the
Entry Entry Tax on Material Equipment 9,107
of Goods into the Local
Area Act, 2001
Chattisgarh Entry Tax Act Entry tax demand on material
component 2,279
1976
Karnataka Sales Tax Act, Interest on Entry Tax imposed
by DCCT, 2,347
1957 Bangalore
West Bengal Vat Act, 2003 Disallowance of deduction 11,492
Central Excise Act, 1944 Non-Payment of Excise duty 9,567
The Finance Act, 2004 and Penalty for late deposit of
Service Tax 108,068
the Service Tax Rules
The Finance Act, 2004 and Penalty for late deposit of
Service Tax 64,728
the Service Tax Rules
The Finance Act, 2004 and Disallowance of deduction for
value of 15,915
the Service Tax Rules goods sold
Period to which the Forum where dispute is
pending
amount relates
Andhra Pradesh General
Sales Tax Act, 1956 1998-1999, 2000- Sales Tax Appellate
Tribunal, Hyderabad,
2001 and 2004-2005 Andhra Pradesh
Andhra Pradesh General
Sales Tax Act, 1956 2001-2002 High Court, Hyderabad,
Andhra Pradesh
to 2003-2004
Andhra Pradesh General
Sales Tax Act, 1956 2001-2002 Sales Tax Appellate
Tribunal, Vizag, Andhra
to 2004-2005 Pradesh
Andhra Pradesh General
Sales Tax Act, 1956 2002-2003 Appellate Deputy
Commissioner, Vizag,
to 2004-2005 Andhra Pradesh
Andhra Pradesh General
Sales Tax Act, 1956 2003-2004 Sales Tax Appellate
Tribunal, Vizag, Andhra
to 2004-2005 Pradesh
Andhra Pradesh General
Sales Tax Act, 1956 2004-2005 Appellate Deputy
Commissioner, Vizag,
Andhra Pradesh
Uttar Pradesh Central
Sales Tax Act, 1956 1998-1999 Allahabad, High Court,
Uttar Pradesh
Uttar Pradesh Central
Sales Tax Act, 1956 1998-1999 Sales Tax Appellate
Tribunal, Agra, Uttar
Pradesh
Uttar Pradesh Trade Tax
Act, 1948 1999-2000 Joint Commissioner,
Appeal, Mathura,
to 2000-2001 Uttar Pradesh
Uttar Pradesh Trade Act,
1948 2004-2005 Allahabad, High Court,
Uttar Pradesh
Uttar Pradesh Trade Act,
1948 2002-2003 and Commercial tax tribunal,
Agra
2004-2005
Uttar Pradesh Trade Act,
1948 2010-2011 Allahabad, High Court,
Uttar Pradesh
Gujarat Sales Tax
Act, 1969 1998-1999 Sales Tax Appellate
Tribunal, Ahmedabad,
to 1999-2000 Gujarat.
Gujarat Sales Tax Act,
1969 2002-2003 Dy. Commissioner
(Appeals), Baroda
Haryana Local Area
Development Tax Act, 2000 2003-2004 Supreme Court, New Delhi
Maharashtra VAT Act, 2002 2006-2007 Joint Commissioner
Appeal, Nasik,
Maharashtra
Madhya Pradesh Entry Tax
Act, 1976 2003-2004 High court, Gwalior
bench, Madhya Pradesh
Haryana Value Added Tax
Act, 2003 2003-2004 Sales Tax Appellate
Tribunal Chandigarh,
& 2004-2005 Haryana
Kerala VAT Act, 2003 2005-2006 Dy. Commissioner
(Appeals) Ã Ernakulam,
& 2006-2007 Kerala
Rajasthan Tax on the
Entry of Goods into the
Local Area Act, 2001 2005-2006 High Court, Jodhpur,
Rajasthan
Chattisgarh Entry Tax
Act, 1976 2005-2006 Supreme Court, New Delhi
Karnataka Sales Tax Act,
1957 2003-2004 Joint Commissioner
(Appeals), Bangalore
West Bengal Vat Act, 2003 2007-2008 Sr. Joint Commissioner,
Midnapur Circle,
West Bengal
Central Excise Act, 1944 2006-2007 Commissioner of Customs
and Excise
The Finance Act, 2004 and
the Service Tax Rules 2005-2006 CESTAT, Delhi
to 2006-2007
The Finance Act, 2004 and
the Service Tax Rules 2003-2004 CESTAT, Delhi
to 2006-2007
The Finance Act, 2004 and
the Service Tax Rules 2003-2004 CESTAT, Delhi
to 2006-2007
(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 the repayment of dues to financial
institution, banks 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 Companies (Auditor's Report) Order, 2003 (as amended)
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 (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has given guarantees for loans taken by subsidiaries/ joint
ventures from banks and financial institutions, the terms and
conditions whereof, in our opinion, are not prima-facie prejudicial to
the interest of the Company.
(xvi) Based on 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
to parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us, the
Company had issued 3,000 debentures of Rs. 1,000,000 each during the
period covered by our audit report. The Company has created charge in
respect of debentures so issued.
(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. Batliboi & Co.
Firm registration number: 301003E
Chartered Accountants
Per Raj Agrawal
Partner
Membership No.: 82028
Place : Gurgaon
Date : May 30, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Punj Lloyd Limited
(the Company) as at March 31, 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 Companys 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 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 (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 certain branches of
the Company, whose financial statements (net of eliminations) reflect
total assets of Rs. 25,878,126 thousand as at March 31, 2010, total
revenue of Rs. 43,321,320 thousand and negative cash flows amounting to
Rs.
1,628,928 thousand for the year then ended. These financial statements
and other financial information of branches not audited by us 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 included for such
branches, is based solely on the report of other auditors.
5. Attention is invited to note 31 of schedule M to the financial
statements. The Company has during the year taken credit for a claim
of Rs. 2,430,300 thousand on a contract and has also not accounted for
liquidated damages amounting to Rs. 654,891 thousand deducted by the
customer in view of the reasons stated in the said note. Due to the
uncertainty over ultimate collection of the said amounts, we are unable
to comment on the same.
6. Attention is drawn to note 17 of schedule M to the financial
statements. The Company has during the year accounted for profit of
Rs. 1,187,476 thousand on sale of investments in a company which is not
in compliance of Accounting Standard 9 on Revenue Recognition issued by
the Institute of Chartered Accountants of India.
7. Without qualifying our opinion, we draw attention to Note 11 in
schedule M to the financial statements regarding deductions made/
amounts withheld by some customers aggregating to Rs. 587,863 thousand
(Previous year Rs. 605,083 thousand) on various accounts which are
being carried as sundry debtors. The Company is also carrying Work in
Progress inventory of Rs. 31,455 thousand (Previous year Rs. 95,455
thousand) relating to these customers. The ultimate outcome of the
above matters cannot presently be determined although the Company is of
the view that such amounts are recoverable and hence no provision is
required thereagainst.
8. 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 and proper returns adequate for the purposes of our audit
have been received from branches not visited by us. The Branch
Auditors Reports have been forwarded to us and have been appropriately
dealt with;
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
and with the audited returns from the branches;
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, except to the extent of our comments in para 5
and 6 above.
v. On the basis of the written representations received from the
directors, as on March 31, 2010, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 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 Without considering our observations in para 5 above, the impact
whereof on the Companys profits is not presently ascertainable, had
the impact of our observations in para 6 above been considered, profit
for the year after tax would have been Rs. 2,554,345 thousand instead
of Rs. 3,674,021 thousand and reserves & surplus at the end of the year
would have been Rs. 33,986,824 thousand, instead of Rs. 35,106,500
thousand. Subject to above, 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, 2010;
b) in the case of the 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.
Annexure referred to in paragraph [3] of our report of even date Re:
Punj Lloyd Limited (the Company)
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Part of the fixed assets were physically verified by the management
during the 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 except inventory
comprising of work in progress- projects. According to the information
and explanations given to us, and also keeping in view the nature of
the operations of the Company, the inventory of work in progress-
projects cannot be physically verified.
(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 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.
Accordingly, clauses 4 (iii) (b, c and d) of the Companies (Auditors
Report) Order, 2003 (as amended) are not applicable to the Company.
(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.
Accordingly, clauses 4 (iii) (f and g) of the Companies (Auditors
Report) Order, 2003 (as amended) are not applicable to the Company
(iv) As per the information and explanations given to us, certain
project materials and fixed assets purchased are of specialized nature
for which comparable prices are not available. Read with the above, in
our opinion, 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 Companies Act, 1956,
that need to be entered into the register maintained under section 301
have been so entered.
(b) In respect of transactions made in pursuance of such contracts or
arrangements exceeding the value of Rupees five lakhs entered into
during the financial year, because of the unique and specialized nature
of the items involved and absence of any comparable prices, we are
unable to comment whether the transactions were made at 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, employees state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues applicable to it have generally been
regularly deposited with the appropriate authorities though there have
been slight delays in a few cases.
Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(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 the statute Nature of dues Amount
in INR 000
Andhra Pradesh General Sales Tax on the material
components of 6,987
Sales Tax Act, 1956 the works contract.
Andhra Pradesh General Sales Tax on the material
components of 29,896
Sales Tax Act, 1956 the works contract.
Andhra Pradesh General Penalty for use of G
Form against 18,688
Sales Tax Act, 1956 material purchases
Andhra Pradesh General Penalty for use of G
Form against 42,333
Sales Tax Act, 1956 material purchases
Andhra Pradesh General Penalty for suppression
of Turnover 3,248
Sales Tax Act, 1956
Andhra Pradesh General Penalty for suppression
of Turnover 2,872
Sales Tax Act, 1956
Assam Value Added tax Sales tax demand for
disallowance of 6,510
Act, 2003 deductions
Uttar Pradesh Central
Sales Penalty against Form C
usage for 2,593
Tax Act, 1956 purchase of machinery
Uttar Pradesh Central
Sales Penalty against Form C
usage for 3,293
Tax Act, 1956 purchase of machinery
Delhi Sales Tax
Act, 1975 Sales tax demand on
internet services 39,877
Gujarat Sales Tax
Act, 1969 Differential Sales Tax
for non submission 62,087
of statutory forms.
Haryana Local Area Entry Tax demand 3,995
Development Tax
Act, 2000
Kerala General
Sales Tax Differential Sales Tax
for dis-allowance of 3,645
Act, 1963 deduction on purchases
u/s 3 of the CST
Act, 1956.
Maharastra VAT
Act, 2002 VAT on Transportation,
Travelling 8,721
Charges & Penalty
Madhya Pradesh
Entry Tax Entry Tax demand 588
Act, 1976
Madhya Pradesh
Commercial Sales tax on the material
components of 470
Tax Act the works contract
Haryana Value
Added Tax Disallowance of deduction 53,985
Act, 2003
Kerala VAT Act, 2003 Disallowance of deduction 83,775
Tamilnadu General
Sales Tax Sales tax on Platform
manufactured at 7,180
Act, 1959 site subject to tax
Rajasthan Tax on
the Entry Entry Tax on Material
Equipment 16,393
of Goods into the
Local Area
Act, 2001
The Finance Act,
2004 and Penalty for late deposit
of Service Tax 108,068
the Service Tax Rules
The Finance Act,
2004 and Penalty for late deposit
of Service Tax 64,728
the Service Tax Rules
The Finance Act,
2004 and Disallowance of deduction
for value of 15,915
the Service Tax Rules goods sold
Uttar Pradesh Trade Tax Entry Tax demand 760
Act, 1948
Name of the statute Period to which the Forum where dispute
is pending
amount relates
Andhra Pradesh General
Sales Tax Act, 1956 1998-1999, 2000-2001 Sales Tax Appellate
Tribunal,
and 2004-2005 Hyderabad, Andhra
Pradesh
Andhra Pradesh General
Sales Tax Act, 1956 2001-2002 to 2003-2004 High Court, Hyderabad,
Andra Pradesh
Andhra Pradesh General
Sales Tax Act, 1956 2001-2002 to 2004-2005 Sales Tax Appellate
Tribunal, Vizag,
Andhra Pradesh
Andhra Pradesh General
Sales Tax Act, 1956 2002-2003 to 2004-2005 Appellate Deputy
Commissioner,
Vizag, Andhra Pradesh
Andhra Pradesh General
Sales Tax Act, 1956 2003-2004 to 2004-2005 Sales Tax Appellate
Tribunal, Vizag,
Andhra Pradesh
Andhra Pradesh General
Sales Tax Act, 1956 2004-2005 Appellate Deputy
Commissioner,
Vizag, Andhra Pradesh
Assam Value Added tax
Act, 2003 2006-2007 Appellate Deputy
Commissioner
(Appeals), Guwahati,
Assam
Uttar Pradesh
Central Sales
Tax Act, 1956 1998-1999 Allahabad High Court,
Uttar Pradesh
Uttar Pradesh
Central Sales
Tax Act, 1956 1998-1999 Sales Tax Appellate
Tribunal, Agra,
Uttar Pradesh
Delhi Sales Tax
Act, 1975 2000-2001 to 2003-2004 Joint Commissioner
(Appeal), Delhi
Gujarat Sales Tax
Act, 1969 1998-1999 to 1999-2000 Sales Tax Appellate
Tribunal,
Ahmedabad, Gujarat.
Haryana Local Area
Development Tax
Act, 2000 2003-2004 Supreme Court,
New Delhi
Kerala General
Sales Tax
Act, 1963 1998-1999 & 1999-2000 Deputy Commissioner,
Sales Tax
(Appeals), Kochi.
Kerala
Maharastra VAT
Act, 2002 2005-2006 & 2006-2007 Joint Commissioner
Appeal, Nasik,
Maharastra
Madhya Pradesh
Entry Tax
Act, 1976 2003-2004 Addl. Commissioner
(Appeals)
Gwalior, Madhya
Pradesh
Madhya Pradesh
Commercial 2003-2004 Deputy Commissioner
(Appeals),
Tax Act Commercial Tax,
Madhya Pradesh
Haryana Value
Added Tax
Act, 2003 2003-2004 & 2004-2005 Sales Tax Appellate
Tribunal
Chandigarh, Haryana
Kerala VAT
Act, 2003 2005-2006 Deputy Commissioner,
(Appeals) - Ernakulam,
Kerala
Tamilnadu
General Sales
Tax
Act, 1959 2003-2004 Deputy Commissioner,
(Appeals) - Chennai,
Tamilnadu
Rajasthan Tax
on the Entry
of Goods into
the Local Area
Act, 2001 2005-2006 High Court, Jodhpur,
Rajasthan
The Finance
Act, 2004 and
the Service
Tax Rules 2005-2006 to 2006-2007 CESTAT, Delhi
The Finance
Act, 2004 and
the Service
Tax Rules 2003-2004 to 2006-2007 CESTAT, Delhi
The Finance
Act, 2004 and
the Service
Tax Rules 2003-2004 to 2006-2007 CESTAT, Delhi
Uttar Pradesh
Trade Tax
Act, 1948 1999-2000 to 2000-2001 Joint Commissioner,
(Appeal),
and 2004-2005 Mathura, Uttar
Pradesh
(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 the repayment of dues to financial
institution, banks 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 Companies
(Auditors Report) Order, 2003 (as amended) 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) Order, 2003 (as
amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the Company
has given guarantees for loans taken by subsidiaries/ joint ventures from
banks and financial institutions, the terms and conditions whereof, in our
opinion, are not prima-facie prejudicial to the interest of the Company.
(xvi) Based on 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 to
parties or companies covered in the register maintained under section
301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us, during the
period covered by our audit report, the Company had issued 6,000
debentures of Rs. 1,000,000 each. The Company has created partial
security / charge in respect of debentures issued, and for additional
security, the Company had filed necessary application with relevant
authorities for creation of charge.
(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. Batliboi & Co.
Firm Registration Number: 301003E
Chartered Accountants
Per Raj Agrawal
Partner
Membership No.: 82028
Place: Gurgaon
Date: May 28, 2010