Mar 31, 2023
Simplex Infrastructures Limited
Report on the Audit of Standalone Financial StatementsOpinion
We have audited the accompanying Standalone Financial Statements of Simplex Infrastructures Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Statement of Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the Standalone Financial Statements including a summary of the significant accounting policies and other explanatory information which includes 16 (sixteen) joint operations (hereinafter referred to as "Standalone Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the joint operations, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013, as amended (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its loss (including Other Comprehensive Income), changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code
of Ethics'' issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence which we have obtained is sufficient and appropriate to provide a basis for our Audit Opinion on the Standalone Financial Statements.
a) We draw attention to the following matters:
1. The accompanying Standalone Financial Statements Note 41(a) regarding uncertainties relating to recoverability of unbilled revenue pending for certification amounting Rs.41,584 lacs, Note 38 regarding trade receivables and retention monies amounting Rs.13,935 lacs and Rs.3,271 lacs, respectively, as at March 31, 2023, which represent receivables in respect of completed/ substantially completed/ suspended/ terminated projects. As explained to us the Company is at various stages of negotiation/ discussion with the clients in respect of the aforementioned receivables. Considering the contractual tenability, progress of negotiations/ discussions the management is confident of recovery of these receivables.
2. Note 38 to the accompanying Standalone Financial Statements regarding inventories aggregating Rs.887 lacs pertaining to certain completed projects in the view of management are good and readily useable. In the absence of any sufficient appropriate convincing audit evidence to support the significant judgments and estimates relating to support the management''s view on usability of such items, we are unable to comment whether the aforesaid inventories are usable.
3. Note 39 to the accompanying Standalone Financial Statements regarding loans and advances pertaining to earlier years amounting to Rs.35,063 lacs, as informed to us the company is in active pursuit and confident of recovery of these advances. In the
absence of confirmation or any sufficient appropriate convincing audit evidence to support the significant judgments and estimates relating to management''s view on the recoverability of such amount, we are unable to comment whether the aforesaid balances are recoverable at this stage.
4. Note 36 to the accompanying Standalone Financial Statement, regarding default in payment of revolving facility like Cash Credit, WCDL availed from various Banks total amount outstanding to Rs.3,85,175 lacs and also default in repayment of principal and interest aggregating to Rs.97,846 lacs due in case of Term Loan and payment to Debenture holders on the non-convertible debentures. Certain closing balances have not been confirmed by the respective banks amounting to Rs.2,52,945 lacs, the management has recognized interest liabilities on bank balances on provisional basis as per last sanction letters.
5. The Company has recognized net deferred tax assets amounting to Rs.92,085 lacs as at March 31, 2023, which includes deferred tax assets on carried forward unused tax losses, unused tax credit and other taxable temporary differences on the basis of expected availability of future taxable profit for utilization of such deferred tax assets. The management is confident that the deferred tax assets will be set off against the future foreseeable profit by the Company.
Our opinion is not modified in respect of these matters.
b) The accompanying Standalone Financial Statements
the Company has incurred net loss of Rs.50,624 lacs
(PY Rs. 52,631 lacs) during the year ended March 31,2023, as also there is default in payment of financial debts, to its bankers and others amounting to Rs.4,83,021 lacs (PY Rs.3,58,131 lacs). As stated in Note 36 to the accompanying statement, thse financial statements are prepared by the management on going concern basis for the reasons stated therein.
Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addresses the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedure designed to response to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.
Sr. No. |
Key Audit Matter |
Auditor''s Response |
Assessment of going concern basis of accounting (as described in Note 36 of the Standalone Financial Statements) |
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1 |
The company has incurred net loss of Rs.50,624 lacs during the year ended 31st March, 2023 and as of that date has accumulated losses aggregating Rs.1,08,980 lacs resulting in substantial erosion of its net worth. During the year, the Company continued to default on payment to its lenders has overdue payments to operational creditors out of which certain operational creditors have also applied before the National Company Law Tribunal (NCLT) for debt resolution under the Insolvency and Bankruptcy Code, 2016, none of which has been admitted so far. |
Our audit procedures included but were not limited to, the following in relation to assessment of appropriateness of going concern basis of accounting: ⢠Obtained an understanding of the process followed by management for identifying events or conditions that could impact the Company''s ability to continue as a going concern and process followed to assess the corresponding mitigating factors existing against such events or conditions. Also, obtained an understanding around the methodology adopted by the Company to assess their future business performance of a cash flow forecast for the business; |
Sr. No. |
Key Audit Matter |
Auditor''s Response |
While the above factors indicate doubt on the Company''s ability to continue as a going concern, the company has taken into consideration the following mitigating factors in its assessment for going concern basis of accounting in preparation of the accompanying Standalone Financial Statements: ⢠Expected successful implementation of the resolution plan with the lenders. ⢠Time bound monetization of certain non-core assets; and We have considered the assessment of management''s evaluation of going concern basis of accounting as a key audit matter due to the pervasive impact thereof on the Standalone Financial Statements and the significant judgements and assumptions that are inherently subjective and dependent on future events, involved in preparation of cash flow projections and determination of the overall conclusion by the management. |
⢠Evaluated the design and tested the operating effectiveness of key controls relating to management''s assessment of going concern as above; Evaluated the management''s assessment of the successful implementation of the resolution plan, current status of requisite approvals from lenders, reading of the minutes of the meetings held and understanding obtained from the management; and Assessed the appropriateness and adequacy of the disclosures made by the management in respect of going concern in accordance with the applicable accounting standards. |
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Correctness of Project Revenue recognition - Construction Contracts (as described in Note 1.14(i) and 32(i) of the Standalone Financial Statements) |
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2 |
Revenue from construction contracts is recognised over a period of time in accordance with the requirements of Ind AS 115, Revenue from Contracts with Customers. Revenue recognition involves usage of percentage of completion method which is determined based on proportion of contract costs incurred to date compared to estimated total contract costs, which involves significant judgments, reliable estimation of total project cost, identification of contractual obligations in respect of Company''s rights to receive payments for performance completed till date, estimation of period of recovery of receivables, changes in scope and consequential revised contract price and recognition of the liability for loss making contracts/ onerous obligations. Project revenue recognition is significant to the financial statements based on the quantitative materiality and the degree of management judgment required to apply the percentage of completion method. Management has also considered this area to be a key accounting estimate as disclosed in the ''critical estimates and judgements'' Note 1A to the Standalone Financial Statements. We therefore determined this to be a key audit matter. |
Our procedures included: ⢠Testing of the design and implementation of controls involved for the determination of the estimates used as well as their operating effectiveness; Testing the relevant information technology system''s access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard; ⢠Testing a sample of contracts for appropriate identification of performance obligations; ⢠For the sample selected, reviewing for amendments of orders and the impact on the estimated costs to complete; ⢠Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings. |
Sr. No. |
Key Audit Matter |
Auditor''s Response |
Unbilled Revenue balance, Trade Receivables and Retention Money relating to construction contracts of the Company (as described in Note 7(b) and Note 9 of the Standalone Financial Statements) |
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3 |
Unbilled Revenue balance, Trade Receivables and Retention Money of the Company aggregates Rs. 6,04,662 lacs (PY Rs. 5,97,806 lacs) as at March 31, 2023. The collectability of above balances is a key element of the Company''s working capital management. In assessing the recoverability of the aforesaid balances, management''s judgment involves consideration of status of the project, the likelihood of collection based on the terms of the contract and evaluation of litigations, if any. We considered this as key audit matter due to the materiality of the amounts and significant estimates and judgments as stated above. |
As part of our audit procedures: ⢠Testing of the design and implementation of controls involving management''s assessment of recoverability of Unbilled Revenue balance, Trade Receivables and Retention Money relating to construction contracts. ⢠We performed test of details and tested relevant contracts and documents on the basis of materiality for Unbilled Revenue, Trade Receivables and Retention Money balances. ⢠We also carried out additional test procedures, in respect of long outstanding balances, i.e. tested subsequent documents with customers with respect to recoverability of the same. ⢠We tested contracts to determine the provisioning requirement for loss making contracts/onerous obligations, if any. |
Pending litigations (as described in Note 34 of the Standalone Financial Statements) |
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4 |
The Company is subject to number of claims and litigations including arbitrations, mainly with customers and tax authorities. The assessment of the likely outcome of these matters can be judgmental due to the uncertainty inherent in their nature. This area is significant to our audit, since the accounting and disclosure of claims and litigations are complex and judgmental, and the amounts involved are, or may be, material to the Standalone Financial Statements. |
Principal Audit Procedures: Our audit approach was a combination of test of internal controls and substantive procedures including: ⢠Assessing the appropriateness of the design and implementation of the Company''s controls over the assessment of litigations and completeness of disclosures. Supporting documentations are tested to assess the status of Arbitration/legal proceedings with reference to related counselors'' views for likely outcome of these matters. |
Information Other than the Standalone Financial Statements and Auditor''s Report Thereon
The Company''s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Report of the Board of Directors, Management Discussion and Analysis Report, Report on CSR activities, Business Responsibility Report, Corporate Governance Report and other annexure to Directors Report including Shareholder''s Information, but does not include the Standalone Financial Statements and our auditor''s report.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements during the course of our audit or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we will read the other information on availability of the same to us and if there is anything to report in this regard as
required under SA 720"The Auditor''s Responsibilities Relating to Other Information''; we will communicate accordingly.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (the "Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive Income, changes in equity and cash flows 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 the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial
Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
a) We have been appointed as joint auditors of the Company along with M/s Chaturvedi & Co., Chartered Accountants (the other ''Joint Auditor''). We are issuing a separate audit report in accordance with the requirements of SA 299 "Responsibility of Joint Auditors" in view of the difference of opinion with the other joint auditor regarding the matters reported under "Emphasis of Matter" paragraph.
b) We did not audit the financial statements and other financial information, in respect of 13 (thirteen) joint operations whose annual financial statements and other
financial information reflect total assets of Rs.8,251 lacs as at March 31, 2023 and total revenues of Rs. 3,720 lacs, total net profit/(loss) after tax of Rs.77 lacs and total comprehensive income of Rs.77 lacs for the year ended on that date and net cash outflows of Rs. 50 lacs for the year ended March 31,2023, as considered in the financial Statement which have been audited by the other auditors.
The financial information of this joint operation have been audited by the other auditor whose report have been furnished to us by the Company''s management and our conclusion in so far as it relates to the amounts and disclosures included in respect of this joint operation, is based solely on the report of such other auditor.
c) We have audited the financial statements and other financial information, in respect of 3 (three) joint operations whose annual financial statements and other financial information reflect total assets of Rs.6,478 lacs as at March 31, 2023 and total revenues of Rs.1,833 lacs, total net profit/(loss) after tax of (Rs.24 lacs) and total comprehensive income/(loss) of (Rs. 24 lacs) for the year ended on that date and net cash outflows of Rs.19 lacs for the year ended March 31, 2023, as considered in the financial Statement.
Our opinion on the Statement is not modified in respect of above matter with respect to our reliance on the work done by the other auditor and report thereon.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act based on our audit and on the consideration of report of the other auditor on separate financial statement and the other financial information of joint operations, as noted in the "Other Matters" paragraph, we give in "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2) As required by Section 143(3) of the Act, we report that: a) We have sought and obtained, except for the
matter(s) described in the "Emphasis of Matters" paragraph all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d) Except for the matter(s) described in the Emphasis of Matters paragraph. In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 as amended.
e) In view of the matter(s) described in the Emphasis of Matter paragraph above, we are unable to comment whether these may have an adverse effect on the functioning of the company.
The Company has defaulted in redemption of debentures on the due date or payment of interest due thereon and such failure to pay or redeem had continued for more than one year. Consequently, reappointment of a director of the Company is not in accordance with the provision of Section 164(2)(b) of the Act.
f) With respect to the adequacy of the Internal Financial Controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:
The remuneration provided by the company to its whole-time director & chief financial officer amounting to Rs. 37 lacs during the year is not in accordance with the provisions of Section 197 of the Act, as prior approval from the lenders/financial institutions/non-convertible debenture holders or any other secured creditors has not yet received.
h) 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, as Amended, in our opinion and to the best of our knowledge & belief and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements- [Refer Note No. 34 to the accompanying Standalone Financial Statements].
ii. The Company has made provision as required under applicable law or accounting standards for material foreseeable losses. The Company did not have any long-term derivative contracts.
iii. There has been no delay in transferring amounts which were required to be transferred to the Investors Education and Protection Fund by the Company.
iv. a. The management has represented that,
to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
⢠whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or
⢠provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
b. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:
⢠whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
⢠provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and
c. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not declared any dividend during the year.
For BINAYAK DEY & CO.
Chartered Accountants Firm Registration No: 328896E
Binayak Dey
(Proprietor) Membership No: 062177 UDIN: 23062177BGWCAB2388
Place: Kolkata Date: 30th May, 2023
Mar 31, 2017
Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying standalone Ind AS financial statements of Simplex Infrastructures Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Ind AS Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements to 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 in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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
3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.
6. 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 auditorsâ judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone Ind AS financial statements.
Basis for Qualified Opinion
8. We draw your attention to the following:
(a) Note 36 to the standalone Ind AS financial statements regarding the outstanding balances as at March 31, 2017 on account of retention money not due for collection under respective contracts, unbilled revenue and liability towards retention money that have been accounted for at transactional value instead of at fair value and disclosed under Other Current Assets / Other Current Liabilities instead of Other Financial Assets / Other Financial Liabilities, which is not in accordance with the requirement of Ind AS 11 âConstruction Contractsâ read with Ind AS 109 âFinancial Instrumentsââ and Ind AS 32 âFinancial Instruments: Presentationâ. The impact of this matter on Revenue from Operations, Other Income, Total Income, Finance Costs, Other Expenses, Total Expenses, Profit before Exceptional Items and Tax, Profit before Tax, Total Tax Expense, Profit for the Year, Total Comprehensive Income for the Year and Earnings Per Equity Share for the year ended March 31, 2017; Trade Receivables, Other Financial Assets, Other Current Assets, Total Current Assets, Total Assets, Trade Payables, Other Current Liabilities, Total Current Liabilities, Total Liabilities, Other Equity, Total Equity and Total Equity and Liabilities as at March 31, 2017 is presently not ascertainable.
(b) Note 37 to the standalone Ind AS financial statements in respect of certain projects relating to a customer wherein the Management of the Company has considered Trade Receivables aggregating Rs. 5,083 Lakhs (Net); Unbilled Revenue aggregating Rs. 4,657 Lakhs and Retention Money aggregating Rs. 615 Lakhs (disclosed under Other Current Assets), as good and fully recoverable for the reasons stated therein. In view of pending legal proceeding against the customer and lack of adequate information, we are unable to comment on the extent of recoverability of these balances. The impact of this matter on the Trade Receivables, Other Current Assets, Total Current Assets, Total Assets, Other Equity, Total Equity and Total Equity and Liabilities as at March 31, 2017; Other Expenses, Total Expenses, Profit before Exceptional Items and Tax, Profit before Tax, Total Tax Expense, Profit for the Year, Total Comprehensive Income for the Year and Earnings Per Equity Share for the year ended March 31, 2017 is presently not ascertainable.
Qualified Opinion
9. In our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate effects of the matters referred to in paragraph 8 above, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matters
10. The financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory standalone financial statements for the years ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed modified opinions dated May 30, 2016 and May 26, 2015 respectively. The modifications related to non-ascertainment and non-provision for diminution, other than temporary, in the carrying amount of investments in one of the subsidiary and advances due from the said subsidiary in the opinion dated May 26, 2015 (fully provided for as at March 31, 2016) and recoverability of amount due from a subsidiary in the opinions dated May 30, 2016 and May 26, 2015, which have been fully provided for as at March 31, 2017. The adjustments to those standalone financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.
11. We have been appointed as joint auditors of the Company along with M/s H.S. Bhattacharjee & Co., Chartered Accountants (the âjoint auditorâ). We are issuing a separate audit report in accordance with the requirements of SA 299 âResponsibility of Joint Auditorsâ in view of the difference of opinion with the joint auditor regarding the matter reported in paragraph 8(a) above.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
12. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (âthe Orderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
13. As required by Section 143(3) of the Act, we report that:
(a) We have sought and except for the indeterminate effects of the matters referred to in paragraph 8 above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, except for the indeterminate effects of the matters referred to in paragraph 8 above, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, except for the indeterminate effects of the matter referred to in paragraph 8 (a) above, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
(h) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2017 on its financial position in its standalone Ind AS financial statements - Refer Note 34 to the standalone Ind AS financial statements;
ii. The Company has made provision as at March 31, 2017, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on longterm contracts including derivative contracts - Refer Note 38 to the standalone Ind AS financial statements;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2017;
iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management - Refer Note 39 to the standalone Ind AS financial statements.
ANNEXUREB
TO INDEPENDENT AUDITORSâ REPORT
Referred to in paragraph 12 of the Independent Auditorsâ Report of even date to the members of Simplex Infrastructures Limited on the standalone financial statements as of and for the year ended March 31, 2017
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 2 on property, plant and equipment to the standalone financial statements, are held in the name of the Company, except for the following, for reasons set out in Note 2(b) to the standalone financial statements:
Particulars |
Class of asset |
Gross carrying amount (Rs. in Lakhs) |
Net carrying amount (Rs. in Lakhs) |
Four Properties located at New Delhi |
Building |
11 |
10 |
One property located at Mumbai |
Building |
5 |
5 |
ii. The physical verification of inventory [excluding stocks with third parties and work-in-progress (comprising initial expenses, etc. referred to in Note 1.7 to the standalone financial statements)] has been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as applicable.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.
We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues
in respect of provident fund, employeesâ state insurance, income tax, sales tax, service tax, value added tax and professional tax, the Company is regular in depositing undisputed statutory dues, including duty of customs, duty of excise, cess and other material statutory dues, as applicable with the appropriate authorities. The extent of the arrears of statutory dues outstanding as at March 31, 2017 for a period of more than six months from date they became payable are as follows:
Name of the statute |
Nature of dues |
Amount (Rs. in Lakhs) |
Period to which amount relates |
Due date |
Date of Payment |
Delhi Value Added Tax Act, 2004 |
VAT- TDS |
14 |
June, 2016 |
July 15, 2016 |
May 1, 2017 |
Delhi Value Added Tax Act, 2004 |
VAT- TDS |
27 |
August, 2016 |
September 15, 2016 |
May 1, 2017 |
Haryana Value Added Tax Act, 2003 |
VAT- TDS |
3 |
April, 2016 |
May 15, 2016 |
April 13, 2017 |
Haryana Value Added Tax Act, 2003 |
VAT- TDS |
1 |
May, 2016 |
June 15, 2016 |
April 13, 2017 |
Haryana Value Added Tax Act, 2003 |
VAT- TDS |
12 |
June, 2016 |
July 15, 2016 |
- |
Haryana Value Added Tax Act, 2003 |
VAT- TDS |
9 |
June, 2016 |
July 15, 2016 |
May 12, 2017 |
Haryana Value Added Tax Act, 2003 |
VAT- TDS |
6 |
July, 2016 |
August 15, 2016 |
- |
Haryana Value Added Tax Act, 2003 |
VAT- TDS |
1 |
July, 2016 |
August 15, 2016 |
April 13, 2017 |
Haryana Value Added Tax Act, 2003 |
VAT- TDS |
2 |
July, 2016 |
August 15, 2016 |
May 12, 2017 |
Haryana Value Added Tax Act, 2003 |
VAT- TDS |
38 |
August, 2016 |
September 15, 2016 |
- |
Haryana Value Added Tax Act, 2003 |
VAT- TDS |
8 |
August, 2016 |
September 15, 2016 |
April 26, 2017 |
Punjab Value Added Tax Act, 2005 |
VAT- TDS |
16 |
April, 2016 |
May 15, 2016 |
April 13, 2017 |
Punjab Value Added Tax Act, 2005 |
VAT- TDS |
10 |
June, 2016 |
July 15, 2016 |
April 13, 2017 |
Punjab Value Added Tax Act, 2005 |
VAT- TDS |
2 |
July, 2016 |
August 15, 2016 |
- |
Punjab Value Added Tax Act, 2005 |
VAT- TDS |
2 |
August, 2016 |
September 15, 2016 |
- |
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of duty of customs which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, service tax, duty of excise and value added tax as at March 31, 2017 which have not been deposited on account of a dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (Rs. in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
West Bengal - Central Sales Tax Act, 1956 |
Central Sales Tax |
9 |
2010-11 |
West Bengal Commercial Taxes Appellate and Revisional Board |
Chhattisgarh Commercial Tax Act, 1994 |
Sales Tax |
5 |
2003-04 and 2004-05 |
Deputy Commissioner of Commercial Tax (Appeal) |
Jharkhand - Central Sales Tax Act, 1956 |
Central Sales Tax |
37 |
2010-11 |
Deputy Commissioner of Commercial Tax (Special Circle) |
Andhra Pradesh General Sales Tax Act, 1957 |
Sales Tax |
8 |
2003-04 |
Sales Tax Appellate Tribunal |
Andhra Pradesh Central Sales Tax Act, 1956 |
Central Sales Tax |
7 |
2003-04 |
Sales Tax Appellate Tribunal |
Madhya Pradesh Central Sales Tax Act, 1956 |
Interest |
2 |
2008-09 |
Sales Tax Appellate Tribunal |
Goa Sales Tax Act, 1964 |
Sales Tax |
64 |
2004-05 |
Sales Tax Appellate Tribunal |
Orissa Sales Tax Act, 1947 [For Paradeep] |
Sales Tax |
6 |
2001-02 |
Sales Tax Appellate Tribunal |
Orissa Sales Tax Act,1947 [For Sambalpur] |
Sales Tax |
3 |
1985-86, 1988-89 and 1989-90 |
Sales Tax Appellate Tribunal |
Andhra Pradesh Value Added Tax Act, 2005 |
Value Added Tax |
28 |
2011-12 |
Andhra Pradesh, Tribunal |
WB - Central Sales Tax Act, 1956 |
Central Sales Tax |
149 |
2011-12 |
West Bengal Commercial Taxes Appellate and Revisional Board |
WB - Central Sales Tax Act, 1956 |
Central Sales Tax |
34 |
2013-14 |
Addl. CCT (Appellate Forum, West Bengal) |
Karnataka VAT Act, 2003 |
Value Added Tax |
73 |
2010-11 |
Karnataka Appellate Tribunal |
Andhra Pradesh Value Added Tax Act, 2005 |
Value Added Tax |
114 |
2010-11 |
High Court at Andhra Pradesh |
Andhra Pradesh Value Added Tax Act, 2005 |
Value Added Tax |
898 |
2007-08 , 2008-09 and 2009-10 |
Andhra Pradesh High Court |
Tamil Nadu Value Added Tax Act, 2006 |
Value Added Tax |
11 |
2007-08 and 2008-09 |
Deputy Commissioner, Chennai |
West Bengal Value Added Tax Act, 2003 |
Value Added Tax |
9,511 |
2006-07 to 2010-11 |
West Bengal Commercial Taxes Appellate and Revisional Board |
West Bengal Value Added Tax Act, 2003 |
Value Added Tax |
3,613 |
2011-12 and 2012-13 |
West Bengal Commercial Taxes Appellate and Revisional Board |
West Bengal Value Added Tax Act, 2003 |
Value Added Tax |
4 |
2006-07 |
High Court at Calcutta |
West Bengal Value Added Tax Act, 2003 |
Value Added Tax |
2,551 |
2013-14 |
Appellate Forum, West Bengal |
Madhya Pradesh Value Added Tax Act, 2002 |
Value Added Tax |
26 |
2008-09 |
Sales Tax Appellate Tribunal |
Madhya Pradesh Value Added Tax Act, 2002 |
Value Added Tax |
41 |
2012-13 |
Deputy Commissioner (Appeal) |
Jharkhand VAT Act, 2005 |
Value Added Tax |
15 |
2005-06 |
High Court at Jharkhand |
Central Excise Act, 1944 |
Excise Duty |
141 |
2012-13 and 2013-14 |
Customs, Excise & Service Tax Commissioner (Appeal) Bilaspur. |
Karnataka VAT Act, 2003 |
Value Added Tax |
40 |
2011-12 |
Karnataka Appellate Tribunal |
Kerala VAT Act, 2003 |
Value Added Tax |
16 |
2007-08 |
DC (Appeal) Ernakulam |
Central Excise Act, 1944 |
Excise Duty |
114 |
2007-08 to 2011-12 |
Customs, Excise & Service Tax Appellate Tribunal |
Finance Act, 1994-Service Tax |
Service Tax |
2,679 |
2006-07 to 2011-12 |
Customs, Excise & Service Tax Appellate Tribunal |
Finance Act, 1994- Service Tax |
Service Tax |
4 |
2007-08 and 2008-09 |
Commissioner of Central Excise (Appeals) |
Finance Act, 1994- Service Tax |
Service Tax |
9,524 |
2004-05 to 2008-09 |
High Court at Calcutta |
Finance Act, 1994- Service Tax |
Service Tax on construction of port |
215 |
2004-05 to 2005-06 |
High Court at Calcutta |
Finance Act, 1994- Service Tax |
Service Tax |
2,122 |
2008-09 and 2009-10 |
High Court at Calcutta |
Finance Act, 1994- Service Tax |
Service Tax |
1,594 |
2004-05 to 2009-10 |
Supreme Court of India |
Law No. (21) of 2009-Tax Law- State of Qatar |
Income Tax |
357 |
2010-11 |
Justice of the Honorable First Instance Plenary Court |
viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.
ix. In our opinion, and according to the information and explanations given to us, the monies raised by way of term loans have been applied, on an overall basis, for the purposes for which they were obtained. The Company has not raised any monies by way of initial public offer or further public offer (including debt instruments) during the year.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Ind AS 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Pradip Law
Kolkata Partner
June 1, 2017 Membership Number 51790
Mar 31, 2016
To the Members of
Simplex Infrastructures Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Simplex Infrastructures Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2016, 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.
Managementâs Responsibility for the Standalone Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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.
Auditorsâ 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 and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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 auditorsâ 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 control relevant to the Companyâs 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.
Basis for Qualified Opinion
8. We draw your attention to Note 32 to the standalone financial statements with regard to amount due from one of the subsidiary classified as Other Current Assets aggregating Rs. 1,576 Lakhs (As at March 31, 2015: Rs. 1,481 Lakhs) as at the year end. In view of the lack of adequate information, we are unable to comment on the extent of eventual recoverability of the said amount, which is required to be assessed by the management considering the principle of prudence as mentioned in Accounting Standard 1 âDisclosure of Accounting Policiesâ. The impact of this matter on the Other Current Assets, Other Expenses, Total Expenses, Reserves and Surplus, Profit before Tax, Profit for the Year and Earnings per Share of the Company is not ascertainable at this stage. This matter was also qualified in our report on the standalone financial statements for the year ended March 31, 2015.
Qualified Opinion
9. In our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
10. As required by âthe Companies (Auditorâs Report) Order, 2016â, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to as the âOrderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
11. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, except for the indeterminate effect of the matter referred to in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With reference to maintenance of accounts and other matters connected therewith, reference is drawn to Note 32 to the standalone financial statements and the matters are as stated in the paragraph 11 (b) above.
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
(h) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its standalone financial statements - Refer Note 30.1 to the standalone financial statements;
ii. The Company has long-term contracts including derivative contracts as at March 31, 2016 for which there were no material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2016.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act
ANNEXURE A
TO INDEPENDENT AUDITORSâ REPORT
Referred to in paragraph 11(g) of the Independent Auditorsâ Report of even date to the members of Simplex Infrastructures Limited on the standalone financial statements for the year ended March 31, 2016
1. We have audited the internal financial controls over financial reporting of Simplex Infrastructures Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
2. The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (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 companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
4. 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 auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. 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
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
ANNEXURE B
TO INDEPENDENT AUDITORSâ REPORT
Referred to in paragraph 10 of the Independent Auditorsâ Report of even date to the members of Simplex Infrastructures Limited on the standalone financial statements as of and for the year ended March 31, 2016
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 12 on fixed assets to the standalone financial statements, are held in the name of the Company, except for the following, for reasons set out in Note 12(b) to the standalone financial statements.
Particulars |
Class of asset |
Gross Block (Rs. in Lakhs) |
Net Block (Rs. in Lakhs) |
Four Properties located at New Delhi |
Building |
17 |
10 |
One property located at Mumbai |
Building |
7 |
5 |
ii. The physical verification of inventory [excluding stocks with third parties and work -in-progress (comprising site development costs, etc. referred to in Note 1.10 to the standalone financial statements)] has been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as applicable.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73,74,75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including provident fund, employeesâ state insurance, service tax, professional tax and value added tax have generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious and deposited within the year. Further according to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax though there has been delays in a few cases, and is regular in depositing undisputed statutory dues, including sales tax, duty of customs, duty of excise, cess and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of duty of customs which have not been deposited on account
Name of the statute |
Nature of dues |
Amount (Rs. in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
West Bengal - Central Sales Tax Act 1956 |
Sale - in- transit disallowed |
9 |
2010-11 |
Senior Joint Commissioner Of Commercial Tax, (Appeals) |
West Bengal - Central Sales Tax Act 1956 |
Non Submission of statutory forms |
1041 |
2012-13 |
Senior Joint Commissioner Of Commercial Tax, (Appeals) |
Chhattisgarh Commercial Tax Act,1994 |
Turnover enhanced and tax levied |
5 |
2003-04 and 2004-05 |
Deputy Commissioner of Commercial Tax (Appeal) |
Jharkhand - Central Sales Tax Act,1956 |
Non submission of statutory forms |
37 |
2010-11 |
Appeal to be Filed |
Andhra Pradesh General Sales Tax Act,1957 |
Demand against inter-state purchase |
8 |
2003-04 |
Sales Tax Appellate Tribunal |
Central Sales Tax Act,1956 |
Penalty under Section 10A |
7 |
2003-04 |
Sales Tax Appellate Tribunal |
Central Sales Tax Act,1956 |
Interest |
2 |
2008-09 |
Sales Tax Appellate Tribunal |
Goa Sales Tax Act,1964 |
Disallowance of tax paid on inter-state purchases |
64 |
2004-05 |
Sales Tax Appellate Tribunal |
Orissa Sales Tax Act, 1947 [For Paradeep] |
Disallowance on machinery hire charges |
6 |
2001-02 |
Sales Tax Appellate Tribunal |
Orissa Sales Tax Act, 1947 [For Sambalpur] |
Levy of tax on free issue of materials |
3 |
1985-86, 1988-89 and 1989-90 |
Sales Tax Appellate Tribunal |
Andhra Pradesh Value Added Tax Act,2005 |
Forfeiture of refund against Government Contracts |
28 |
2011-12 |
Deputy Commissioner of Commercial Tax (Appeal), Andhra Pradesh |
Andhra Pradesh Value Added Tax Act 2005 |
Forfeiture of refund against Government Contracts |
114 |
2010-11 |
High Court at Andhra Pradesh |
Andhra Pradesh Value Added Tax Act,2005 |
Forfeiture of refund against Government Contracts |
898 |
2007-08 ,2008-09 and 2009-10 |
Andhra Pradesh High Court |
Karnataka VAT Act,2003 |
Disallowance of Input tax credit |
40 |
2011-12 |
Karnataka Appellate Tribunal |
Kerala VAT Act, 2003 |
Disallowances, etc. |
124 |
2008-09 |
Deputy Commissioner (Appeal) Ernakulum |
Tamil Nadu Value Added Tax Act,2006 |
Input disallowed |
11 |
2007-08 and 2008-09 |
Deputy Commissioner, Chennai |
West Bengal Value Added Tax Act,2003 |
Disallowances, etc. |
9,510 |
2006-07 to 2010-11 |
West Bengal Commercial Taxes Appellate and Provisional Board |
West Bengal Value Added Tax Act,2003 |
Disallowances, etc. |
7,203 |
2011-12 and 2012-13 |
Senior Joint Commissioner, Commercial Taxes (Appeal) |
West Bengal Value Added Tax Act,2003 |
Vat Liability |
4 |
2006-07 |
High Court at Calcutta |
West Bengal Value Added Tax Act, 2003 |
Disallowances, etc. |
* |
2005-06 |
Additional Commissioner, Commercial Taxes |
Madhya Pradesh Value Added Tax Act, 2002 |
Vat Liability |
26 |
2008-09 |
Sales Tax Appellate Tribunal |
Madhya Pradesh Value Added Tax Act, 2002 |
Vat Liability |
41 |
2012-13 |
Deputy Commissioner (Appeal) |
Jharkhand VAT Act, 2005 |
Disallowances, etc. |
15 |
2005-06 |
High Court at Jharkhand |
Jharkhand VAT Act, 2005 |
Disallowances, etc. |
191 |
2008-09 |
Commissioner of Commercial Taxes |
of any dispute. The particulars of dues of income tax, sales tax, service tax, duty of excise and value added tax as at March 31, 2016 which have not been deposited on account of a dispute, are as follows:
viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders, as applicable, as at the balance sheet date.
Name of the statute |
Nature of dues |
Amount (Rs. in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
Central Excise Act,1944 |
Excise Duty |
141 |
2012-13 and 2013-14 |
Customs, Excise & Service Tax Commissioner (Appeal), Bilaspur. |
Central Excise Act,1944 |
Excise Duty |
989 |
2007-08 to 2011-12 |
Customs, Excise & Service Tax Appellate Tribunal |
Finance Act 1994-Service Tax |
Service Tax |
2,640 |
2006-07 to 2011-12 |
Customs, Excise & Service Tax Appellate Tribunal |
Finance Act 1994- Service Tax |
Service Tax |
4 |
2007-08 and 2008-09 |
Commissioner of Central Excise (Appeals) |
Finance Act 1994- Service Tax |
Service Tax |
9,524 |
2004-05 to 2008-09 |
High Court at Calcutta |
Finance Act 1994- Service Tax |
Service Tax on construction of port |
215 |
2004-05 to 2005-06 |
High Court at Calcutta |
Finance Act 1994- Service Tax |
Service Tax |
2,122 |
2008-09 and 2009-10 |
High Court at Calcutta |
Finance Act 1994- Service Tax |
Service Tax |
1,594 |
2004-05 to 2009-10 |
Supreme Court of India |
Law No. (21) of 2009-Tax Law- State of Qatar |
Income Tax |
365 |
2010-11 |
Justice of the Honorable First Instance Plenary Court |
ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of term loans have been applied, on an overall basis, for the purposes for which they were obtained. The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse For H.S. Bhattacharjee & Co.
Firm Registration Number: 301112E Firm Registration Number: 322303E
Chartered Accountants Chartered Accountants
(Pradip Law) (H.S.Bhattacharjee)
Partner Partner
Membership Number: 51790 Membership Number: 50370
Kolkata Kolkata
May 30, 2016 May 30, 2016
Mar 31, 2014
Not Available.
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of Simplex
Infrastructures Limited (the "Company"), which comprise the Balance
Sheet as at March 31, 2013, and the Statement of Profit and Loss and
the Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information,
which we have signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s 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 Standards referred to in sub-section
(3C) of section 211 of Âthe Companies Act, 1956'' of India (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 auditors consider 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 qualified audit opinion.
Basis for Qualified Opinion
6. We draw your attention to Note 32 to the financial statements
regarding the current political situation in the country in which one
of the subsidiaries of the Company operates. In view of the erosion of
its net worth and lack of adequate information, we are unable to
comment on the extent of decline other than temporary, if any, required
to be made in the carrying amount of investments of Rs. 387 Lakhs in
the said subsidiary in accordance with Accounting Standard 13
"Accounting for Investments" and the extent of eventual recoverability
of year-end book debts of Rs. 1,292 Lakhs shown under Other Current
Assets and Advances of Rs. 401 Lakhs due from the said subsidiary. The
impact of this matter on the Non- current Investments, Short-term Loans
and Advances, Other Current Assets, Reserves and Surplus, Profit before
Tax, Profit for the period and Earnings per Equity Share of the Company
is presently not ascertainable.
Qualified Opinion
7. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying financial statements
give the information required by the Act in the manner so required and
give, except for the indeterminate effects of the matter referred to in
paragraph 6 above, a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
8. As required by Âthe Companies (Auditor''s Report) Order, 2003'', as
amended by Âthe Companies (Auditor''s Report) (Amendment) Order, 2004'',
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Act (hereinafter referred to as the "Order"), and
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, 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) Except for the indeterminate effects of the matter referred to in
paragraph 6 above, 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, except for the indeterminate effects of the matter
referred to in paragraph 6 above, proper books of account as required
by law have been kept by the Company so far as appears from our
examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, except for the indeterminate effects of the matter
referred to in paragraph 6 above, the Balance Sheet, the Statement of
Profit and Loss, and the Cash Flow Statement dealt with by this report
comply with the Accounting Standards referred to in sub- section (3C)
of section 211 of the Act;
(e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
Referred to in paragraph 8 of the Independent Auditors'' Report of even
date to the members of Simplex Infrastructures Limited on the financial
statements as of and for the year ended March 31, 2013
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies have been noticed on such verification.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.
ii. (a) The inventory excluding stocks with third parties and
work-in-progress (comprising site development costs, etc. as indicated
in Note 1.10 to the financial statements) has been physically verified
by the Management during the year. In respect of inventory lying with
third parties, these have substantially been confirmed by them. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion, 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) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory other
than work-in-progress. As regards work-in- progress, as explained by
the Management, it is not practicable to maintain cumulative quantative
records, since it comprises site development costs, etc. as indicated
in Note 1.10 to the financial statements. The discrepancies noticed on
physical verification of inventory as compared to book records were not
material.
iii. (a) The Company has not granted/taken any loans, secured or
unsecured, to companies, firms or other parties covered in the register
maintained under Section 301 of the Act. Therefore, the provisions of
Clause 4(iii)(b),(c), (d), (f) and (g) of the said Order are not
applicable to the Company.
iv. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across, nor have been
informed of, any continuing failure to correct major weaknesses in the
aforesaid internal control system.
v (a) According to the information and explanations given to us, we are
of the opinion that the particulars of all contracts or arrangements
that need to be entered into the register maintained under section 301
of the Companies Act, 1956 have been so entered.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi. In our opinion, and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Act and the
ÂCompanies (Acceptance of Deposits) Rules, 1975'' with regard to the
deposits accepted from the public. According to the information and
explanations given to us, no order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal on the Company in respect of the aforesaid
deposits.
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 in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act, and are of the opinion that, prima facie, the prescribed accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
ix. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of provident fund, employees'' state insurance, tax deducted at source,
professional tax and service tax, though there have been delays in a
few cases , and is regular in depositing undisputed statutory dues,
including investor education and protection fund, income tax, sales
tax, wealth tax, customs duty, excise duty and other material statutory
dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of wealth tax
and customs duty which have not been deposited on account of any
dispute. The particulars of dues of sales tax, service tax, income tax
and excise duty as at March 31, 2013 which have not been deposited on
account of a dispute, are as follows:
Name of the statute Nature of dues Amount
(Rupees in
Lakhs)
Andhra Pradesh General Demand against 8
Sales Tax Act,1957 Inter-state purchase
Goa Sales Tax Act, 1964 Disallowance of tax paid 64
on interstate purchases
Central Sales Tax Penalty under Section 10A 7
Act, 1956
Central Sales Interest 2
Tax Act, 1956
Orissa Sales Tax Act, WCT disallowance of labour 1
1947 [For Angul] component
Orissa Sales Tax Act, Disallowance on machinery 6
1947 [For Paradeep] hire charges
Orissa Sales Tax Act, Levy of tax on free issue 3
1947 [For Sambalpur] of materials
Central Excise Act, Excise Duty on Fabricated 84
1944 structures
Finance Act, 1994- Service Tax 9,524
Service Tax
Finance Act, 1994- Service Tax on
construction 215
Service Tax of port
Finance Act, 1994- Service Tax 1,584
Service Tax
Finance Act, 1994- Service Tax 249
Service Tax
Name Period to Forum where the
which the dispute is pending
amount
relates
Finance Act, 1994- 2003-04 Andhra Pradesh Sales Tax
Appellate Tribunal
Finance Act, 1994- 2004-05 Appellate Tribunal
Finance Act, 1994- 2003-04 Assistant Commissioner of
Commercial Taxes
Finance Act, 1994- 2008-09 Appellate Tribunal
Finance Act, 1994- 2002-03 Appellate Tribunal
Finance Act, 1994- 2001-02 Appellate Tribunal
Finance Act, 1994- 1985-86, Appellate Tribunal
1988-89 and
1989-90
Finance Act, 1994- May, 2007 to Customs, Excise &
November, Service Tax Appellate
Finance Act, 1994- 1.3.2005 to High Court at Calcutta
30.9.2008
Finance Act, 1994- 10.9.2004 to High Court at Calcutta
15.6.2005
Finance Act, 1994- 9.9.2004 to High Court at Delhi 30.9.2009
March, 2007 Customs, Excise &
to January, Service Tax Appellate
Finance Act, 1994- 2008 Tribunal
x. The Company has no accumulated losses as at March 31, 2013 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
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.
Therefore, the provisions of Clause 4(xii) of the Order are not
applicable to the Company.
xiii. As the provisions of any special statute applicable to chit fund/
nidhi/ mutual benefit fund/ societies are not applicable to the
Company, the provisions of Clause 4(xiii) of the Order 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 Order are not applicable to the
Company.
xv. In our opinion, and according to the information and explanations
given to us, the terms and conditions of the guarantee given by the
Company for loan taken by a company from a bank during the year, are
not prejudicial to the interest of the Company. The Company has not
given any guarantee for loans taken by others from financial
institutions during the year.
xvi. In our opinion, and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they 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 the 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 and companies covered in the register maintained under
Section 301 of the Act during the year. Accordingly, the provisions of
Clause 4(xviii) of the Order are not applicable to the Company.
xix. The Company has created security in respect of debentures issued
and outstanding at the year-end.
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 to the Company.
xxi. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the Management.
For Price Waterhouse For H.S.Bhattacharjee & Co.
Firm Registration Number: 301112E Firm Registration Number: 322303E
Chartered Accountants Chartered Accountants
(P. Law) (H.S.Bhattacharjee)
Partner Partner
Membership Number 51790 Membership Number 50370
Kolkata Kolkata
May 30, 2013 May 30, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Simplex
Infrastructures Limited (the "Company") as at March 31, 2012, and the
related Profit and Loss Statement and Cash Flow Statement for the year
ended on that date annexed thereto, which we have signed under
reference to this report. These financial statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by 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 by the Companies (Auditor's Report) (Amendment) Order, 2004
(together the "Order") issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of The Companies Act, 1956' of
India (the Act') and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we further report that:
3.1 (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
3.2 (a) The inventory other than work-in-progress (comprising site
development costs, etc. as indicated in Note 1.10 to the financial
statements) and stocks with third parties has been physically verified
by the Management during the year. In respect of inventory lying with
third parties, these have substantially been confirmed by them. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion, 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) On the basis of our examination of the inventory records, in our
opinion, the Company has maintained proper records of inventory other
than work-in-progress. As regards work-in-progress, as explained by the
Management, it is not practicable to maintain cumulative quantative
records, since it comprises site development costs, etc. as indicated
in Note 1.10 to the financial statements. The discrepancies noticed on
physical verification of inventory as compared to book records were not
material.
3.3 (a) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
3.4 In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across, nor have been
informed of, any continuing failure to correct major weaknesses in the
aforesaid internal control system.
3.5 (a) In our opinion, and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register
required to be maintained under that section.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
3.6 In our opinion, and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Act and the
'Companies (Acceptance of Deposits) Rules, 1975' with regard to the
deposits accepted from the public. According to the information and
explanations given to us, no order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal on the Company in respect of the aforesaid
deposits.
3.7 In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
3.8 We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act, and are of the opinion that, prima facie, the prescribed accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
3.9 (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
has generally been regular in depositing undisputed statutory dues in
respect of employees' state insurance, service tax, provident fund, tax
deducted at source and investor education and protection fund, though
there has been delays in a few cases and has been regular in depositing
during the year undisputed statutory dues, including, income tax, sales
tax, wealth tax, customs duty, excise duty and other material statutory
dues, as applicable, with the appropriate authorities. However, there
were no arrears of statutory dues outstanding as at March 31, 2012, for
a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income tax, sales tax, wealth tax, service tax, customs duty and excise
duty, as applicable, as at March 31, 2012 which have not been deposited
on account of a dispute, are as follows:
Name of the
statute Nature of dues Amount Period to Forum where the
(Rupees which the dispute is
pending
in Lakhs) amount
relates
Andhra
Pradesh
General Demand against
turnover tax 4 1996-9 High Court,
Sales Tax
Act,1957 Hyderabad
Andhra
Pradesh
General Demand against
turnover tax 3 1997-98 to Andhra Pradesh
Sales
Sales Tax
Act,1957 1999-2000 Tax Appellate
Tribunal
Andhra
Pradesh
General Demand against
Inter- 8 2003-04 Andhra Pradesh
Sales
Sales Tax
Act,1957 state purchase Tax Appellate
Tribunal
Goa Sales
Tax Act,
1964 Disallowance of
tax paid on 64 2004-05 Appellate
Tribunal
interstate
purchases
Central
Sales Tax Penalty under
Section 10A 7 2003-04 Assistant
Commissioner
Act, 1956 of Commercial
Taxes
Central
Sales Tax Interest 2 2008-09 Appellate
Tribunal
Act, 1956
Orissa Sales
Tax Act, WCT disallowance
of labour 1 2002-03 Appellate
Tribunal
1947 [For
Angul] component
Orissa Sales
Tax Act, Disallowance on
machinery 6 2001-02 Appellate
Tribunal
1947 [For
Paradeep] hire charges
Orissa Sales
Tax Act, Levy of tax on
free issue of 3 1985-86, Appellate
Tribunal
1947 [For
Sambalpur] materials 1988-89 and
1989-90
Uttar
Pradesh
Trade Additional Tax 101 2006-07 and Deputy
Tax Act,
1948 2007-08 Commissioner
Central
Excise Act,
1944 Excise Duty on
Fabricated 84 May, 2007 to Customs,
Excise &
structures November, Service Tax
2007 Appellate
Tribunal
Finance
Act, 1994- Service Tax 9,524 1.3.2005 to High Court at
Service Tax 30.9.2008 Calcutta
Finance Act,
1994- Service Tax on 215 10.9.2004 to High Court at
Service Tax construction
of port 15.6.2005 Calcutta
Finance Act,
1994- Service Tax 1,584 9.9.2004 to High Court at
Service Tax 30.9.2009 Delhi
Finance Act,
1994- Service Tax 249 March, 2007 Customs,
Excise &
Service Tax to January, Service Tax
Appellate
2008 Tribunal
Finance Act,
1994- Service Tax 5 October,
2007 Commissioner of
Service Tax to April,
2008 Central Excise
(Appeals)
3.10 The Company has no accumulated losses as at March 31, 2012 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
3.11 According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
3.12 The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
3.13 The provisions of any special statute applicable to chit fund/
nidhi/ mutual benefit fund/ societies are not applicable to the
Company.
3.14 In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
3.15 In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
3.16 In our opinion, and according to the information and explanations
given to us, the term loans have been applied, on an overall basis, for
the purposes for which they were obtained.
3.17 On the basis of an overall examination of the balance sheet of the
Company, in our opinion, and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
3.18 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 during the year.
3.19 The Company has not issued any debentures during the year; and
does not have any debentures outstanding as at the year end.
3.20 The Company has not raised any money by public issues during the
year.
3.21 During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the Management.
4 We draw your attention to the following matter:
As indicated in Note 32 to the financial statements, in view of
political risk in the country in which one of the subsidiaries of the
Company operates, erosion of its net worth and lack of adequate
information, we are unable to comment on the extent of diminution,
other than temporary, if any, in the carrying amount of investment of
Rs. 387 lakhs in the said subsidiary in keeping with Accounting
Standard 13 "Accounting for Investments" and the extent of eventual
recoverability of year-end Other Current Assets of Rs. 1,210 lakhs and
Advances of Rs. 395 lakhs due from the said subsidiary (together with
its effect on the year's profit and the year-end net worth).
5. Further to our comments in paragraph 3 above, we report that:
(a) Except for the indeterminate effects of the matter referred to in
paragraph 4 above, 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;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, the Profit and Loss Statement and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) In our opinion, except for the indeterminate effects of the matter
referred to in paragraph 4 above, the Balance Sheet, the Profit and
Loss Statement and the Cash Flow Statement dealt with by this report
comply with the accounting standards referred to in sub-section (3C) of
Section 211 of the Act;
(e) On the basis of written representations received from the
directors, as on March 31, 2012 and taken on record by the Board of
Directors, 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 Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give, except for the
indeterminate effects of the matter referred to in paragraph 4 above, 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, 2012;
(ii) in the case of the Profit and Loss Statement, 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.
For Price Waterhouse For H.S.Bhattacharjee & Co.
Firm Registration Number: 301112E Firm Registration Number: 322303E
Chartered Accountants Chartered Accountants
(P.Law) (H.S.Bhattacharjee)
Partner Partner
Membership Number: 51790 Membership Number: 50370
Kolkata Kolkata
June 8, 2012 June 8, 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of Simplex
Infrastructures Limited (the "CompanyÃ) as at 31st March 2011, and the
related Profit and Loss Account and Cash Flow Statement for the year
ended on that date annexed thereto, which we have signed under
reference to this report. These financial statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Tose 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 by the Companies (Auditor's Report) (Amendment) Order, 2004
(together the "OrderÃ) issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of Ãthe Companies Act, 1956'
of India (the ÃAct') and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we further report that:
3.1 (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management according
to a phased programme designed to cover all the items over a period of
three years which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets has been physically verified by
the Management during the year and no material discrepancies between
the book records and the physical inventory have been noticed.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed of
by the Company during the year.
3.2 (a) The inventory other than work-in-progress
[comprising site development costs etc. as indicated in Note 1(g) on
Schedule 19 to Accounts], stocks with third parties and material in
transit has been physically verified by the Management during the year.
In respect of inventory lying with third parties, these have
substantially been confirmed by them. In our opinion, the frequency of
verifcation is reasonable.
(b) In our opinion, the procedures of physical verifcation 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) On the basis of our examination of the inventory records, in our
opinion, the Company has maintained proper records of materials at
sites, materials in transit and stores. As regards work- in-progress,
as explained by the Management, it is not practicable to maintain
cumulative quantitative records, since it comprises site development
cost etc. as indicated in Note 1(g) on Schedule 19 to Accounts. The
discrepancies noticed on physical verifcation of inventory as compared
to book records were not material.
3.3 (a) The Company has not granted any loans, secured
or unsecured, to companies, firms or other parties covered in the
register maintained under Section 301 of the Act.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
3.4 In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses in the
aforesaid internal control system.
3.5 (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register
required to be maintained under that section.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year, have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time.
3.6 In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Act and the
Companies (Acceptance of Deposits) Rules, 1975 with regard to the
deposits accepted from the public. According to the information and
explanations given to us, no Order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal on the Company in respect of the aforesaid
deposits.
3.7 In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
3.8 The Central Government of India has not prescribed the maintenance
of cost records under clause (d) of sub-section (1) of Section 209 of
the Act for any of the products of the Company.
3.9 (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
has generally been regular in depositing during the year, the
undisputed statutory dues including provident fund, investor education
and protection fund, income-tax, sales-tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues as
applicable with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income- tax, sales-tax, wealth-tax, service-tax, customs duty, excise
duty and cess, as applicable, as at 31st March 2011, which have not
been deposited on account of a dispute, are as follows:
Name of the
statute Nature
of dues Amount Period to Forum where the
(Rupees in which the dispute is pending
Tousand) amount relates
Andhra Pradesh
General Demand
against
turnover 406 1996-97 High Court,
Sales Tax
Act, 1957 tax
challenged Hyderabad
Andhra Pradesh
General Demand
against
turnover 287 1997-98 to Andhra Pradesh
Sales
Sales Tax
Act, 1957 tax
challenged 1999-2000 Tax Appellate
Tribunal
Andhra Pradesh
General Demand
against 771 2003-04 Andhra Pradesh
Sales
Sales Tax
Act, 1957 Interstate
purchase Tax Appellate
Tribunal,
Visakapattanam
Goa Sales
Tax Act, 1964 Disallowance
of tax paid 6,436 2004-05 Appellate
Tribunal in
on
interstate
purchases Goa
Central Sales
Tax Act, 1956 Penalty under
Section 10A 712 2003-04 Assistant
Commissioner
of Commercial
Taxes
(Margoa, Goa)
Orissa Sales
Tax Act, 1947 WCT
disallowance
of 52 2002-03 Appellate
Tribunal,
[For Angul] labour
component Cuttack
Orissa Sales
Tax Act, 1947 Disallowance
on machinery 584 2001-02 Appellate
Tribunal,
[For Paradeep] hire charges - - Cuttack
Orissa Sales
Tax Act, 1947 Levy of tax
on free
issue 258 1985-86,
1988- Appellate
Tribunal,
[For
Sambalpur] of
materials 89 &
1989-90 Cuttack
Uttar
Pradesh Trade Sales Tax 614 2003-04 Joint
Commissioner
Tax Act, 1948 Appeal
Uttar
Pradesh Trade Sales Tax 5,639 2006-07 Deputy
Commissioner
Tax Act, 1948 Ghaziabad
Uttar
Pradesh Trade Sales Tax 3,332 2006-07 Additional
Commissioner
Tax Act, 1948 Gorakhpur
Uttar
Pradesh Trade Sales Tax 4,455 2007-08 Deputy
Commissioner
Tax Act, 1948 Ghaziabad
Finance
Act, 1994- Service Tax 952,418 1.3.2005 to High Court
at Calcutta
Service Tax 30.9.2008
Finance
Act, 1994- Service
Tax on 46,012 10.9.2004 to High Court at
Calcutta
Service Tax construction
of port 15.6.2005
Finance Act,
1994-Service
Tax Service Tax 158,441 2003-04,
2005- High Court at
Delhi
06,
2006-07
and
2008-09
Finance Act,
1994-Service
Tax Service Tax 10,429 1.10.2009 to Reply to
Commissionerate
31.3.2010 is pending
Finance Act,
1994-Service
Tax Service Tax 24,931 March, 2007 to Customs,
Excise &
Service
January, 2008 Tax Appellate
Tribunal
Finance Act,
1994-Service
Tax Service Tax 457 October, 2007 Commissioner of
to April, 2008 Central Excise
(Appeals)
3.10 The Company has no accumulated losses as at 31st March 2011 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
3.11 According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
3.12 The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
3.13 The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund/ societies are not applicable to the
Company.
3.14 In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
3.15 In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
3.16 In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
3.17 On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
3.18 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 during the year.
3.19 The Company has not issued during the year any secured debenture.
3.20 The Company has not raised any money by public issues during the
year.
3.21 During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
4 We draw your attention to the following matters:
a) As indicated in Note 8 on Schedule 19 to the Accounts, year-end
exchange fluctuation loss of Rs.73,411 thousand pertaining to a foreign
currency loan has not been provided for which is required under
Accounting Standard 11 "The Effects of Changes in Foreign Exchange
Ratesà for reasons given by the management in the said Note. Had this
item been accounted for, both the Profit for the year and the year- end
net worth would have been lower by Rs.73,411 thousand.
b) As indicated in Note 9 on Schedule 19 to the Accounts, in view of
heightened political risk in the country in which one of the
subsidiaries of the Company operates, substantial erosion of its net
worth and lack of adequate information, we are unable to comment on the
extent of diminution, other than temporary, if any, in the carrying
amount of investment of Rs.38,688 thousand in the said subsidiary in
keeping with Accounting Standard 13 "Accounting for Investmentsà and
the extent of eventual recoverability of year-end Sundry Debtors of
Rs.105,942 thousand and Advances of Rs.38,507 thousand due from the
said subsidiary (together with its effect on the year's Profit and the
year-end net worth).
5. Further to our comments in paragraph 3 above, we report that:
(a) Except for the indeterminate effects of the matter referred to in
paragraph 4 (b) above, 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;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) In our opinion, except for the effects of the matter referred to in
paragraph 4 (a) above and indeterminate effects of the matter referred
to in
paragraph 4 (b) above, the Balance Sheet, the Profit and Loss Account
and the Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub- section (3C) of Section 211 of
the Act;
(e) On the basis of written representations received from the
directors, as on March 31, 2011 and taken on record by the Board of
Directors, 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 Act;
(f ) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give, except for the
effects of the matter referred to in paragraph 4 (a) above and the
indeterminate effects of the matter referred to in paragraph 4 (b)
above, a true and fair view in conformity with the accounting
principles generally accepted in India.
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2011;
(ii) in the case of the Profit and Loss Account, 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.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
P. Law
Partner
Membership Number 51790
Kolkata
30th May, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Simplex
Infrastructures Limited (the ÃCompanyÃ) as at 31st March 2010, and the
related Profit and Loss Account and Cash Flow Statement for the year
ended on that date annexed thereto, which we have signed under
reference to this report. These financial statements are the
responsibility of the CompanyÃs Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by 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 (AuditorÃs Report) Order, 2003, as
amended by the Companies (AuditorÃs Report) (Amendment) Order, 2004
(together the ÃOrderÃ) issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of Ãthe Companies Act, 1956Ã
of India (the ÃActÃ) and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we further report that:
3.1 (a) The Company has maintained proper records
showing full particulars, including quantitative details and situation,
of fixed assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
3.2 (a) The inventory other than work-in-progress [comprising site
development costs etc. as indicated in Note 1(g) on Schedule 19 to
Accounts] , stocks with third parties and material in transit has been
physically verified by the Management during the year. In respect of
inventory lying with third parties, these have substantially been
confirmed by them. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion, 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) On the basis of our examination of the inventory
records, in our opinion, the Company has
4
maintained proper records of materials at sites, materials in transit
and stores. As regards work- in-progress, as explained by the
Management, it is not practicable to maintain cumulative quantitative
records, since it comprises site development costs etc. as indicated in
Note 1(g) on Schedule 19 to Accounts. The discrepancies noticed on
physical verification of inventory as compared to book records were not
material.
3.3 (a) The Company has not granted any loans,
secured or unsecured, to companies, firms or other parties covered in
the register maintained under Section 301 of the Act.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
3.4 In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses in the
aforesaid internal control system.
3.5 (a) In our opinion and according to the information
and explanations given to us, the particulars of contracts or
arrangements referred to in Section 301 of the Act have been entered in
the register required to be maintained under that section.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time.
3.6 In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Act and the
Companies (Acceptance of Deposits) Rules, 1975 with regard to the
deposits accepted from the public. According to the information and
explanations given to us, no Order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal on the Company in respect of the aforesaid
deposits.
3.7 In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
3.8 The Central Government of India has not prescribed the maintenance
of cost records under clause (d) of sub-section (1) of Section 209 of
the Act for any of the products of the Company.
3.9 (a) According to the information and explanations
given to us and the records of the Company examined by us, in our
opinion, the Company has generally been regular in depositing during
the year, the undisputed statutory dues including provident fund,
employeesà state insurance, investor education and protection fund,
income- tax, sales-tax, wealth tax, service tax, customs duty, excise
duty, cess and other material statutory dues as applicable with the
appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise
duty and cess as applicable as at 31st March 2010, which have not been
deposited on account of a dispute, are as follows:
Name of the statute Nature of dues Amount Period to Forum where the
(Rupees in which the dispute is pending
Thousand) amount
relates
Andhra Pradesh Demand against 406 1996-97 High Court,
General turnover Hyderabad
Sales Tax Act,1957 tax challenged
Andhra Pradesh Demand against 287 1997-98 to Andhra Pradesh
General turnover sales Tax
Sales Ta x Act,1957 tax challenged - 1999-2000 Appellate Tribunal
Andhra Pradesh Demand against 771 2003-04 Andhra Pradesh
General sales Tax
Sales Tax Act,1957 Interstate purchase - - Appellate Tribunal
Goa Sales Tax Act, Disallowance of 6,436 2004-05 Appellate Tribunal
1964 tax paid on
interstate purchases Goa
Central Sales
Tax Act, 1956 Penalty under
Section 10A 712 2003-04 Assistant
Commissioner
of Commercial
Taxes(Margoa,Goa)
Orissa Sales
Ta x Act, 1947 Works Contract
Ta x disallow- 52 2002-03 Appellate
ance of labour Tribunal,
component Cuttack
Orissa Sales
Ta x Act, 1947 Disallowance on
machinery 584 2001-02 Appellate
hire charges Tribunal Cuttack
Orissa Sales
Ta x Act, 1947 Levy of tax on
free issue 258 1985-86 1988-Appellate
of materials - 89 & 1989-90 Tribunal,Cuttack
Uttar Pradesh
General Entry Tax 656 2003-04 Joint Commissioner
Sales Tax Act, 1963 Appeal
Uttar Pradesh
General Sales Tax 614 2003-04 Joint Commissioner
Sales Ta x Act, 1963 Appeal
Uttar Pradesh
General Entry Tax 732 2004-05 Allahabad High
Court
Sales Tax Act, 1963
Finance Act, 1994- Service Tax 989,236 1.3.2005 to High Court at
Service Tax - 30.9.2008 Calcutta
Finance Act, 1994- Service Tax on 46,01210.9.2004 to High Court at
Service Tax construction of port- 15.6.2005 Calcutta
Finance Act, 1994- Service Tax 66,943 2004-05 to High Court at
Service Tax 2007-08 Delhi
Finance Act, 1994- Service Tax 81,148 April,08to Filing of writ
petition is
Service Tax September,08 pending before the
High Court at Delhi
10 The Company has no accumulated losses as at 31st March 2010 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
3.11 According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
3.12 The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
3.13 The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund/ societies are not applicable to the
Company.
3.14 In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
3.15 In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
3.16 In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
3.17 On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short- term
basis which have been used for long-term investment.
3.18 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 during the year.
3.19 The Company has not issued during the year any secured debenture.
3.20 The Company has not raised any money by public issues during the
year.
3.21 During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
4. Attention is drawn to the following:
As indicated in Note 9 on Schedule 19 to the Accounts, year-end
exchange fluctuation loss of Rs.60,972 thousand pertaining to a foreign
currency loan has not been provided for which is required under
Accounting Standard 11 ÃThe Effects of Changes in Foreign Exchange
Ratesà for reasons given by the Management in the said Note. Had this
item been accounted for, both the profit for the year and the year-end
net worth would have been lower by Rs. 60,972 thousand.
5. Further to our comments in paragraph 3 above, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) In our opinion, except for the non-compliance in view of the matter
referred to in paragraph 4 above, 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 Act;
(e) On the basis of written representations received from the directors
and taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2010 from being appointed as a director
in terms of clause (g) of sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial
statements together with the notes thereon and attached thereto give,
in the prescribed manner, the information required by the Act, and
give, except for the impact of the matter referred to in paragraph 4
above, a true and fair view in conformity with the accounting
principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010;
(ii) in the case of the Profit and Loss Account, 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.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
P. Law
Kolkata Partner
30th May, 2010 Membership Number: 51790