Mar 31, 2018
INDEPENDENT AUDITOR''S REPORT
To The Members of
MBL INFRASTRUCTURES LTD REPORT ON THE STANDALONE FINANCIAL STATEMENTS
We have audited the accompanying Standalone Financial Statements of MBL INFRASTRUCTURES LTD (''the Company''), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements").
MANAGEMENT''S RESPONSIBILITY 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, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
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.
AUDITOR''S RESPONSIBILITY
Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued under section 143(11) of the Act.
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Financial Statements. The procedures selected depend on the auditor''s 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 Company''s preparation of the Standalone Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Standalone Financial Statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.
OPINION
In our opinion and to the best of our information and according to the explanations provided to us, the aforesaid Standalone Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, other comprehensive income, the changes in equity and its cash flows for the year ended on that date.
EMPHASIS OF MAHERS
We draw attention to the following matters in the notes to the accompanying Standalone Ind AS Audited Financial Statement for the year ended March 31, 2018:
a. The Company was under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016. Hon''ble Kolkata bench of National Company Law Tribunal (NCLT) approved the resolution plan vide order dated April 18, 2018. The powers of the board of directors were suspended during the financial year 2017-18 and were reinstated back on April 19, 2018.
b. In forming our opinion on the Financial Statements, the Financial Statements are prepared on going concern basis, considering the NCLT order dated April 18, 2018 approving resolution plan.
c. In terms of Ind AS 10 "Events after the Reporting Period" the impact of the Resolution Plan being "Adjusting event" has been given effect in preparation of Financial Statements as on March 31, 2018. The impact arising due to applicability of resolution plan of Rs. 40,213 Lakhs which has been shown as exceptional items in statement of profit Et loss and the same has been treated as capital reserve on the basis of legal opinion obtained by the Company, refer Note 39.
effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
g. 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 information and according to the explanations provided to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There is no outstanding amount required to be transferred to the Investor Education and Protection Fund by the Company during the year.
2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
d. Company has reclassified an amount of Rs. 1,500 lakhs from loans and advances to investments. As a result of reclassification the resultant net impact on the Statement of Profit Et Loss for the period ended March 31, 2018 is Rs. 108 lakhs, refer Note 54.
OTHER MAHERS
The comparative financial information for the year ended March 31, 2017 prepared in accordance with Ind AS included in these Standalone Financial Statements have been audited by the predecessor auditor on which they had expressed an unmodified opinion vide report dated May 29, 2017. Our opinion is not modified in respect of this matter.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by Section 143(3) of the Act, based on our audit we report that:
a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. the Balance Sheet, the Statement of Profit and Loss 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 books of account.
d. In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
e. on the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.
f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
(Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' section of our report to the Members of MBL INFRASTRUCTURES LTD of even date)
Report on the Internal financial controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of MBL INFRASTRUCTURES LTD (''the Company'') as of March 31, 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.
MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Board of Directors/Resolution Professional of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
AUDITOR''S RESPONSIBILITY
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of internal financial controls over financial reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of 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, resolution professional 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.
LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may be come inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
OPINION
In our opinion, to the best of our information and according to the explanations provided to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on
Audit of internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India.
1. In respect of the Company''s fixed assets:
a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b. The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations provided to us, no material discrepancies were noticed on such verification.
c. According to the information and explanations provided to us, the records examined by us and based on the examination of the conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.
2. According to the information and explanations provided to us, the inventory has been physically verified at reasonable intervals during the year by the management. In our opinion and according to the information and explanations provided to us, the interval of such physical verification is reasonable having regard to size of the Company and nature of its business and according to the information and explanations provided to us, no material discrepancies were noticed on such verification.
3. The Company has granted loans to parties covered in the register maintained under section 189 of the Companies Act, 2013.
a. In our opinion and according to the information and explanations provided to us, the terms Et conditions of the grant of such loan is not, prima facie, prejudicial to the Company''s interest;
b. The schedule of repayment of the principal and the payment of the interest has not been stipulated and hence we are unable to comment as to whether repayment/receipts of the principal amount and interest are regular;
c. In the absence of the stipulated schedule of repayment of principal and payment of interest, we are unable to comment as to whether there is any amount which is overdue for more than 90 days and whether reasonable steps have been taken by the Company for recovery of the principal amount and interest.
4. In our opinion and according to the information and explanations provided to us, provisions of section 185 and 186 of the Companies Act 2013 and in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.
5. The Company has not accepted any deposits within the meaning of section 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of Clause 3(v) of the Order are not applicable to the Company.
6. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub section (1) of Section 148 of the Companies Act in respect of Company products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. The cost records of the Company have been audited by M/s Dipak Lai Et Associates Cost Accountants. The Management has furnished to us the cost audit report for the financial year 2016-17; the cost auditor has expressed an unmodified opinion in the report. The audit of cost records for the financial year 2017-18 is under progress. We have relied on the opinion expressed by the cost auditor in his report.
7. According to the information and explanations provided to us and, in respect of statutory dues:
a. Undisputed statutory dues including provident fund, employee state insurance, income tax, sales tax, duty of custom, duty of excise, value added tax, goods and service tax (GST), cess and other material statutory dues as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:
Statement of arrears of statutory dues outstanding for more than six months:- Rs, In Lakhs
S.No. |
Particulars |
Amount |
1 |
Provident Fund |
234.87 |
2 |
Employee State Insurance |
30.72 |
3 |
Goods and Service Tax |
23.88 |
4 |
Service Tax |
204.18 |
5 |
Tax Deducted at Sources |
428.80 |
6 |
Dividend Distribution tax |
253.17 |
b. Details of dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess which have not been deposited as on March 31, 2018 on account of disputes are given below:
(Rs, in Lakhs)
Name of the statute |
Nature of Dues |
Amount |
Period |
Forum where dispute is pending |
Income Tax Act |
Income Tax |
1.83 |
A.Y. 2004-05 |
High Court |
Income Tax Act |
Income Tax |
373.68 |
A.Y. 2005-06 |
High Court |
Income Tax Act |
Income Tax |
15.63 |
A.Y. 2005-06 |
DCIT- Central 2(2) |
Income Tax Act |
Income Tax |
252.65 |
A.Y. 2011-12 |
DCIT- Central 2(2) |
Income Tax Act |
Income Tax |
1369.39 |
A.Y. 2012-13 |
CIT (Appeals) - Central 1/ Kolkata |
Income Tax Act |
Income Tax |
459.27 |
A.Y. 2013-14 |
CIT (Appeals) - Central 1/ Kolkata |
Income Tax Act |
Income Tax |
1596.23 |
A.Y. 2014-15 |
CIT (Appeals) - Central 1/ Kolkata |
WB VAT ACT 2003 |
Sales Tax |
40.65 |
A.Y. 2007-08 |
Commercial Tax Officer |
WB VAT ACT 2003 |
Sales Tax |
275.28 |
A.Y. 2008-09 |
Commercial Tax Officer |
WB VAT ACT 2003 |
Sales Tax |
684.05 |
A.Y. 2009-10 |
WB Taxation Tribunal |
WB VAT ACT 2003 |
Sales Tax |
251.26 |
A.Y. 2010-11 |
WB Commercial Taxes Appellate Et Revision Board |
BVAT ACT 2005 |
Sales Tax |
94.74 |
A.Y. 2010-11 |
Commercial Tax Tribunal |
BVAT ACT 2005 |
Sales Tax |
54.81 |
A.Y. 2010-11 |
Commercial Tax Tribunal |
KVAT ACT |
Sales Tax |
30.38 |
A.Y. 2011-12 |
SR. Joint Commissioner |
BVAT ACT 2005 |
Sales Tax |
.41 |
A.Y. 2011-12 |
Commercial Tax Joint Commissioner |
BVAT ACT 2005 |
Sales Tax |
.55 |
A.Y. 2011-12 |
Commercial Tax Joint Commissioner |
BVAT ACT 2005 |
Sales Tax |
451.96 |
A.Y. 2011-12 |
Commercial Tax Tribunal |
BVAT ACT 2005 |
Sales Tax |
55.25 |
A.Y. 2011-12 |
Commercial Tax Tribunal |
UP VAT ACT 2008 |
Sales Tax |
5.99 |
A.Y. 2011-12 |
Add. Commissioner- Commercial tax |
BVAT ACT 2005 |
Sales Tax |
.55 |
A.Y. 2012-13 |
Commercial Tax Joint Commissioner |
BVAT ACT 2005 |
Sales Tax |
.50 |
A.Y. 2012-13 |
Commercial Tax Joint Commissioner |
Name of the statute |
Nature of Dues |
Amount |
Period |
Forum where dispute is pending |
BVAT ACT 2005 |
Sales Tax |
482.23 |
A.Y. 2012-13 |
Commercial Tax Tribunal |
BVAT ACT 2005 |
Sales Tax |
92.22 |
A.Y. 2012-13 |
Commercial Tax Tribunal |
BVAT ACT 2005 |
Sales Tax |
.55 |
A.Y. 2013-14 |
Commercial Tax Joint Commissioner |
UP VAT ACT 2008 |
Sales Tax |
.64 |
A.Y. 2013-14 |
Commercial Tax Deputy Commissioner |
RVAT ACT 2003 |
Sales Tax |
2.17 |
A.Y. 2013-14 |
Commercial Tax Officer |
UP VAT ACT 2008 |
Sales Tax |
37.04 |
A.Y. 2014-15 |
Commercial Tax Deputy Commissioner |
RVAT ACT 2003 |
Sales Tax |
70.04 |
A.Y. 2014-15 |
Commercial Tax Officer |
JVAT ACT |
Sales Tax |
351.25 |
A.Y. 2015-16 |
Commercial Tax Assistant Commissioner |
BVAT ACT 2005 |
Sales Tax |
147 |
A.Y. 2015-16 |
Commercial Tax Assistant Commissioner |
DVAT ACT 2005 |
Sales Tax |
.50 |
A.Y. 2015-16 |
Joint Commissioner |
DVAT ACT 2005 |
Sales Tax |
.50 |
A.Y. 2015-16 |
Joint Commissioner |
UTTRANCHAL VAT ACT 2005 |
Sales Tax |
.51 |
A.Y. 2015-16 |
Joint Commissioner |
UTTRANCHAL VAT ACT 2005 |
Sales Tax |
.61 |
A.Y. 2015-16 |
Joint Commissioner |
FINANCE ACT 1994 |
Service Tax |
103.17 |
CESTAT |
_(Rs, in Lakhs)
8. The Company was under Corporate Insolvency Resolution Process under Insolvency and Bankruptcy code 2016, during the financial year 2017-18. The Resolution Plan of the Company was approved by Hon''ble National Company Law Tribunal (NCLT) Kolkata Bench vide its Order dated 18th April, 2018. As per information and explanations provided to us by the management and as per the resolution plan approved, the debts due to assenting financial creditors amounting to Rs. 1,11,645 lakhs have been restructured and are repayable as per plan. The debts amounting to Rs. 31,622 lakhs payable to dissenting financial creditors have been adjusted to the liquidation value.
9. In our opinion and according to the information and explanations provided by the management, the Company has utilized the monies raised by the way of term loans for the purposes for which they were raised.
10. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Financial Statements and according to the information and explanations provided by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
11. According to the information and explanations provided by the management, No managerial remuneration has been paid by the Company during the year. Accordingly, the provision of Clause 3(xi) of the Order is not applicable to the Company.
12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of Clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.
13. According to the information and explanations provided to the management, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements, as required by the applicable accounting standards.
14. According to the information and explanations provided to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures during the year under review and hence reporting requirements under Clause 3(xiv) of the Order are not applicable to the Company and, not commented upon. However pursuant to the approved resolution plan by NCLT Company has received a sum of Rs. 280 Lakhs as share application money from the promoters and promoter groups during the financial year 201718.
15. According to the information and explanations provided by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of the Companies Act, 2013.
16. According to the information and explanations provided to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
For SARC £t Associates
Chartered Accountants ICAI
Firm Registration No.006085N
Dinesh Verma
Place: New Delhi Partner
Dated: 30th June, 2018 Membership No.: 089583
Mar 31, 2016
To
The Members of
MBL INFRASTRUCTURES LIMITED Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of MBL INFRASTRUCTURES Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2016, 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.
Management''s Responsibility 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 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.
Auditors'' Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure ''A'' statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of the written representations received from the directors as on 31st March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as a director in terms of Section 164
(2) Of the Act;
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure ''B''.
g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;
i. The Company does not have any pending litigations which would impact its financial position;
ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified wherever practicable on a phased manner by the management/ internal auditors and the reconciliation of the quantities with the book records has been done on continuous basis. As informed no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. The inventory has been physically verified at reasonable intervals during the year by the Management/ Internal Auditors. No material discrepancies were noticed on physical verification of stocks by the management as compared to book records.
iii. In our opinion and according to the information and explanations given to us, the Company has not granted any loan to parties covered in the register maintained under section 189 of the Companies Act,2013. Thus, paragraph 3(iii) of the Order is not applicable.
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 Act, with respect to the loans and investments made. The Company has given Corporate guarantee for loan taken by its wholly owned Subsidiary "AAP Infrastructure Limited" (Sanction Amount Rs.50 Crores; Outstanding as on 31.03.2016 Rs.21.03 Crores) from Bank. Also the Company has given Corporate guarantee for loan taken by its Subsidiary "MBL (MP) Toll Road Co. Ltd." (Sanction Amount Rs.41.30 Crores; Outstanding as on 31.03.2016 Rs.43.18 Crores including provision for foreign currency fluctuation) from bank.
v. In our opinion and according to the information and explanations given to us, the Company did not receive any deposits covered under sections 73 to 76 of the Companies Act and the rules framed there under with regard to deposits accepted from the public during the year.
vi. The Central Government has prescribed maintenance of cost records under section 148 (1) of the Companies Act. We have broadly reviewed accounts and records and are of the opinion that prima facie, the prescribed accounts & records have been made & maintained but no detailed examination of such records and accounts have been carried out by us.
vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities except for Tax deducted at Source by them which are sometimes not regularly deposited. AIso the Company has delayed in depositing the Dividend Distribution tax pertaining to dividend declared in the AGM of financial year 2014-15 amounting to Rs.1,26,58,779/-. As explained
to us, the Company did not have any dues on account of employees'' state insurance and duty of excise. according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 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 dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess as at 31st March, 2016 which have not been deposited on account of dispute and the forum where the disputes are pending are as under:
viii. According to the information and explanations given to us by the management, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.
ix. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained.
x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xi. According to the information and explanations given to us and based on our examination of the records of the Company, 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. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
We have audited the internal financial controls over financial reporting of M/s MBL INFRASTRUCTURES United ("the Company") as of 31st March,
2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. However the Company has issued 2,07,27,312 equity shares of Rs.10 each as bonus shares out of free reserve during the year under consideration in the ratio of 1:1 to the existing shareholders of the Company.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by 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.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 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 ICAI.
For Agrawal S. Kumar & Associates
Chartered Accountants Firm''s Registration No. 322324E
Hitesh Lilha
Place: New Delhi Partner
Date: 30th May 2016 Membership No. 069536
Mar 31, 2014
We have audited the accompanying financial statements of MBL
INFRASTRUCTURES LIMITED ("the Company"), which comprise the Balance
Sheet as at March 31, 2014, the Statement of profit and Loss and Cash
Flow Statement for the year then ended, and a summary of significant
accountng policies and other explanatory informaton.
Management''s Responsibility for the Financial Statements
The Management is responsible for the preparaton of these financial
statements that give a true and fair view of the financial positon,
financial performance and cash flows of the Company in accordance with
the Accountng Standards referred to in sub-secton (3C) of secton 211 of
the Companies Act, 1956 ("the Act") read with the General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Afairs
in respect of Secton 133 of the Companies Act, 2013. This
responsibility includes the design, implementaton and maintenance of
internal control relevant to the preparaton and presentaton of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditng issued by the Insttute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparaton and
fair presentaton of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the efectveness of the Company''s
internal control. An audit also includes evaluatng the appropriateness
of accountng policies used and the reasonableness of the accountng
estmates made by management, as well as evaluatng the overall
presentaton of the financial statements.
We believe that the audit evidence we have obtained is sufcient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our informaton and according to the
explanatons given to us, the financial statements give the informaton
required by the Act in the manner so required and give a true and fair
view in conformity with the accountng principles generally accepted in
India:
The Annexure referred to in paragraph 1 of Our Report of even date to
the members of MBL Infrastructures Limited, on the accounts of the
company for the year ended 31st March, 2014.
On the basis of such checks as we considered appropriate and according
to the informaton and explanaton given to us during the course of our
audit, we report that:
1. (a) The company has maintained proper records showing full
partculars including quanttatve details and situaton of its fixed
assets.
(b) As explained to us, fixed assets have been physically verifed by the
management at reasonable intervals; no material discrepancies were
notced on such verifcaton.
(c) In our opinion and according to the informaton and explanatons
given to us, the Company has not disposed of a substantal part of its
fixed asset during the year and therefore does not afect the going
concern assumpton.
2. (a) As explained to us, inventories have been physically verifed
during the year by the management at reasonable intervals.
(b) In our opinion and according to the informaton and explanatons
given to us, the procedures of physical verifcaton of inventories
followed by the management are reasonable and adequate in relaton to
the size of the company and the nature of its business.
(c) In our opinion and on the basis of our examinaton of the records,
the Company is generally maintaining proper records of its inventories.
No material discrepancy was notced on physical verifcaton of stocks by
the management as compared to book records.
3. (a) According to the informaton and explanatons given to us and on
the basis of our examinaton of the books of account, the Company has
not granted any loans, secured or unsecured, to companies, firms or
other partes listed in the register maintained under Secton 301 of the
Companies Act, 1956. Consequently, the provisions of clauses 3 (b), 3
(c) and 3 (d) of the order are not applicable to the Company.
(e) According to the informaton and explanatons given to us and on the
basis of our examinaton of the books of account, the Company has not
taken loans from companies, firms or other partes listed in the register
maintained under Secton 301 of the Companies Act, 1956. Thus sub
clauses (f) & (g) are not applicable to the company.
4. In our opinion and according to the informaton and explanatons given
to us, there is generally an adequate internal control system
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment for
expenses & for sale of goods. During the course of our audit, no major
instance of contnuing failure to correct any weaknesses in the internal
controls has been notced.
5. a) In our opinion and according to the informaton and explanatons
provided by the management, the partculars of contracts or arrangements
referred to in secton 301 of the Act have been entered in the register
required to be maintained under that secton.
b) In our opinion and according to the informaton and explanatons
provided by the management, the transactons made in pursuance of
contracts and arrangements referred to in (5)(a) above and exceeding
the value of Rs. 5 lakh with any party during the year have been made
at prices which are reasonable having regard to the prevailing market
prices at the relevant tme.
6. The Company has not accepted any deposits from the public covered
under secton 58A and 58AA of the Companies Act, 1956.
7. In our opinion and according to the informaton and explanatons given
to us, the Company has an internal audit system commensurate with its
size and the nature of its business.
8. We have broadly reviewed the books of accounts maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of Cost Records under clause (d) of sub-secton 1 of Secton
209 of the Act in respect of Company''s products and services and are of
the opinion that, prima facie, the prescribed accounts and records have
been made and maintained.
9. (a) According to the records of the company, undisputed statutory
dues including Provident Fund, Investor Educaton and Protecton Fund,
Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess to the extent applicable and any
other statutory dues have generally been regularly deposited with the
appropriate authorites except for Tax Deducted at Source by them which
are sometmes not regularly deposited.
According to the informaton and explanatons given to us there were no
Statutory dues outstanding as on 31.03.2014 for a period of more than
six months from the date they became payable.
b) According to the informaton and explanatons given to us, there are
no statutory dues that have not been deposited with the appropriate
authorites on account of any dispute except for the amount mentoned
below:
Name of the Nature of the Amount Period Forum where
Statute Dues (Rs.In Lacs) dispute is
pending
Income Tax Act Income Tax 103.06 A.Y. 2005-06 CIT(Appeals)
Income Tax Act Income Tax 0.43 A.Y. 2006-07 CIT(Appeals)
Income Tax Act Income Tax 119.82 A.Y. 2008-09 CIT(Appeals)
Income Tax Act Income Tax 228.45 A.Y. 2009-10 CIT(Appeals)
Income Tax Act Income Tax 182.91 A.Y. 2010-11 CIT(Appeals)
There is also a disputed Income Tax refund amountng to Rs.24.14 Lakhs
relatng to A.Y. 2007-08 standing to the credit of the Company.
10. The Company does not have any accumulated loss at the end of the
financial year and has not incurred cash loss during the financial year
covered by our audit and in the immediately preceding financial year.
11. Based on our audit procedures and on the informaton and explanatons
given by the management, we are of the opinion that, the Company has
not defaulted in repayment of dues to a financial insttuton, bank or
debenture holders.
12. According to the informaton and explanatons given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securites.
13. The Company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provision of this clause of the Companies
(Auditor''s Report) Order, 2003 (as amended) is not applicable to the
Company.
14. According to informaton and explanatons given to us, the Company is
not dealing or trading in shares, securites, debentures, and other
Investments.
15. According to the informaton and explanatons given to us, the
Company has given Corporate guarantees for loan taken by its Fully
owned Subsidiary "AAP Infrastructures Limited" to the tune of Rs.50
Crores from a bank or financial insttuton. Also the Company has given
Corporate guarantees for loan taken by its Subsidiary "Suratgarh
Bikaner Toll Road Company Private Limited" to the tune of Rs.50 Crores
from a bank or financial insttuton
16. To the best of our knowledge and belief and according to the
informaton and explanatons given to us, term loans were applied for the
purpose for which these were obtained.
17. Based on the informaton and explanatons given to us and on an
overall examinaton of the Balance Sheet of the Company as at 31st
March, 2014, we report that no funds raised on short-term basis have
been used for long-term investment by the Company.
18. The Company has not made any preferental allotment of shares to
partes and companies covered in the register maintained under secton
301 of the Act during the year.
19. The Company did not have any outstanding debentures during the
year.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the informaton and
explanatons given to us, we report that no fraud on or by the Company
has been notced or reported during the year, nor we have been informed
of such case by the management.
For Agrawal S. Kumar & Associates,
Chartered Accountants,
Firm Regn No. 322324E
Hitesh Lilha
(Partner)
Membership No. 069536
Place : New Delhi.
Date : 26th Day of May 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of MBL
INFRASTRUCTURES LIMITED ("the Company"), which comprise the Balance
Sheet as at March 31, 2013, and the Statement of Profit and Loss and
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
pconsiders 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.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2013;
b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
1. As required by Section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d) in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub- section (3C) of Section 211 of the Companies Act, 1956;
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 Director 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 Companies
Act, 1956.
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under Section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said Section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
The Annexure referred to in paragraph 1 of Our Report of even date to
the members of MBL Infrastructures Limited, on the accounts of the
Company for the year ended 31 st March, 2013.
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals; no material discrepancies were
noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, the Company has not disposed off a substantial part of its
fixed asset during the year and therefore does not affect the going
concern assumption.
2. (a) As explained to us, inventories have been physically verified
during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and on the basis of our examination of the records,
the Company is generally maintaining proper records of its inventories.
No material discrepancy was noticed on physical verification of stocks
by the management as compared to book records.
3. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, the Company
has not granted any loans, secured or unsecured, to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956. Consequently, the provisions of clauses 3 (b),
3 (c) and 3 (d) of the Order are not applicable to the Company. (e)
According to the information and explanations given to us and on the
basis of our examination of the books of account, the Company has not
taken loans from companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956. Thus
sub clauses (f) & (g) are not applicable to the Company.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the Company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.
5. (a) Based on the audit procedures applied by us and according to
the information and explanations provided by the management, there were
no contracts or arrangements referred to in Section 301 of the Act
entered during the financial year. (b) Since there were no transaction
so this clause does not apply.
6. The Company has not accepted any deposits from the public covered
under Section 58A and 58AA of the Companies Act, 1956.
7. As per information & explanations given by the management, the
Company has an internal audit system commensurate with its size and the
nature of its business.
8. We have broadly reviewed the books of accounts maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of Cost Records under clause (d) of sub-section 1 of
Section 209 of the Act in respect of Company''s products and services
and are of the opinion that, prima facie, the prescribed accounts and
records have been made and maintained.
9. (a) According to the records of the Company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess to the extent applicable and any
other statutory dues have generally been regularly deposited with the
appropriate authorities except for Tax Deducted at Source by them which
are sometimes not regularly deposited. According to the information and
explanations given to us there were no statutory dues outstanding as on
31st March, 2013 for a period of more than six months from the date
they became payable. (b) According to the information and explanations
given to us, there is a disputed Income Tax Liability amounting to Rs.
1,387.10 Lakhs including a refund of Rs. 24.14 Lakhs as on 31st March,
2013. No other amounts payable in respect of Wealth Tax, Service Tax,
Sales Tax, Customs Duty and Excise Duty which have not been deposited
on account of any disputes.
10. The Company does not have any accumulated loss and has not
incurred cash loss during the financial year covered by our audit and
in the immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
12. According to the information and explanations given to us, the
Company has not granted loans and advances
on the basis of security by way of pledge of shares, debentures and
other securities.
13. The Company is not a chit fund or a nidhi /mutual benefit
fund/society. Therefore, the provision of this clause of the Companies
(Auditor''s Report) Order, 2003 (as amended) is not applicable to the
Company.
14. According to information and explanations given to us, the Company
does not trade in Shares, Mutual funds & other Investments. Hence, no
records are required to be maintained.
15. According to the information and explanations given to us, the
Company has given guarantees for loan taken by its Fully owned
Subsidiary "AAP Infrastructure Limited" to the tune of Rs. 50 Crores from
a bank or financial institution.
16. Based on our audit procedures and on the information given by the
management, we report that the Company has raised term loans during the
year. The terms and condition of the Loans are not prejudicial to the
interest of the Company.
17. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31st
March, 2013, we report that no funds raised on short-term basis have
been used for long-term investment by the Company.
18. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made any preferential allotment of shares during the year.
19. The Company has no outstanding debentures during the period under
audit.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
For Agrawal S. Kumar & Associates
Chartered Accountants
Firm Registration No. 322324E
Hitesh Lilha
Place: New Delhi (Partner)
Dated: 13th July, 2013 Membership No. 069536
Mar 31, 2012
1. We have audited the attached Balance Sheet of M/s MBL
Infrastructures Limited, as at March 31, 2012 and the related Profit
and Loss Account annexed thereto and the Cash Flow Statement for the
year ended on that date annexed thereto. These Financial Statements are
the responsibility of the Company's Management. Our responsibility is
to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An Audit
includes examining, on 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 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure, a
Statement on the matters specified in Paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to 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 purpose of our
audit.
b) In our opinion, proper books of accounts 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
accounts as submitted to us.
d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report have been drawn up in
compliance with the Accounting Standards referred to in sub-section
(3C) of Section 211 of the Companies Act, 1956.
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, we
report that none of the Directors is disqualified as on March 31, 2012
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and notes thereon, give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view, in conformity with the accounting principles
generally accepted in India:
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 Account, of the profit of the
Company 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.
1. In respect of Fixed Assets :
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets on the
basis of available information.
(b) As explained to us, all the fixed assets have been physically
verified by the management at reasonable intervals and in accordance
with a phased programme of verification, which, in our opinion, is
reasonable, considering the size and nature of the business. No
material discrepancies were noticed on such verification.
(c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
2. In respect of Inventories :
(a) As explained to us, inventories have been physically verified by
the management at the end of the year. In our opinion, the frequency of
verification is reasonable having regard to the size of the Company and
the nature of its business.
(b) The procedure of physical verification of inventories followed by
the management in our opinion is reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) On the basis of our examination, we are of the opinion that the
Company is maintaining proper records of inventory. As explained to us,
there were no material discrepancies noticed on physical verification
of inventories as compared to the book records.
3. (a) The brought forward loan given by the Company to another
company, covered in the register maintained under Section 301 of the
Companies Act, 1956, has been fully recovered during the year and no
fresh loans have been given by the company during the year to such
parties.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered under register maintained
under Section 301 of the Companies Act, 1956.
4. In our opinion and according to explanations given to us, there is
an adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventory, fixed assets and sale of inventory. During the course of our
audit, we have not observed any continuing failure to correct major
weakness in the internal control system.
5. According to the information and explanations given to us, we are
of the opinion that the particulars of the transactions, if any, made
in pursuance of the contract or arrangements that need to be entered
into the register maintained under Section 301 of the Companies Act,
1956 have been so entered.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public so far upto 31st
March 2012. Therefore, the provisions of clause (vi) of Paragraph 4 of
the Order are not applicable to the Company.
7. In our opinion, the Company has an internal audit system in
commensurate with its size and the nature of its business.
8. To the best of our knowledge the Central Government has not
prescribed the maintenance of cost records under Section 209(1)(d) of
the Companies Act, 1956 for any of the products of the Company.
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, Income Tax, Sales Tax, Cess and
other statutory dues as applicable, with appropriate authorities.
(b) According to the information and explanations given to us, no
undisputed amount is payable in respect of Income Tax, Wealth Tax,
Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory
dues, were in arrears, as at 31st March, 2012 for a period of more than
6 months from the date they became payable.
10. The Company does not have accumulated losses as at March 31, 2012
and it has not incurred any cash losses during the financial year ended
on that date and in the immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to the banks.
12. According to the records of the Company, the Company has not
granted any loans or advances on the basis of security by way of pledge
of shares, debentures or other securities.
13. In our opinion, the Company is not a chit fund / nidhi / mutual
benefit fund / society. Therefore, the provisions of clause (xiii) of
Paragraph 4 of the Order are not applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures, and other investments. Accordingly,
the provisions of clause (xiv) of Paragraph 4 of the Order are not
applicable to the Company.
15. According to the information and explanations provided by the
management, the terms and conditions of the guarantees given by the
Company for loans taken by others from Banks or financial institutions
are not prejudicial to the interest of the Company.
16. On the basis of review of utilisation of funds pertaining to term
loans on overall basis and related information as made available to us,
the term loans taken by the Company have been applied for the purposes
for which they are obtained.
17. On the basis of review of utilisation of funds on overall basis,
related information as made available to us and as represented to us by
the management, the funds raised on short- term basis have not been
applied during the year for long term investment.
18. The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under Section
301 of the Companies Act, 1956.
19. According to the records the Company, the Company has not issued
any debentures during the year.
20. The Company has not raised any monies by way of public issues of
equity shares during the year.
21. In our opinion and according to the information and explanations
provided by the management, no material fraud on or by the Company has
been noticed or reported during the course of our audit.
For Agrawal S. Kumar & Associates
Chartered Accountants
Firm Registration No. 322324E
(M. K. Jhawar)
Partner
Membership No. 061308
New Delhi
Dated : 30th May, 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of M/s MBL
Infrastructures Limited, as at March 31, 2011 and the related Profit
and Loss Account annexed thereto and the Cash Flow Statement for the
year ended on that date annexed thereto. These Financial Statements are
the responsibility of the Company's Management. Our responsibility is
to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An Audit
includes examining, on 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 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
Statement on the matters specified in Paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to 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 purpose of our
audit.
b) In our opinion, proper books of accounts 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
accounts as submitted to us.
d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report have been drawn up in
compliance with the Accounting Standards referred to in subsection (3C)
of Section 211 of the Companies Act, 1956.
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, we
report that none of the Directors is disqualified as on March 31, 2011
from being appointed as a director in terms of clause (g) of subsection
(1) of Section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and notes thereon, give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view, in conformity with the accounting principles
generally accepted in India :
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
ii) in the case of the Profit and Loss Account, of the profit of the
Company 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.
Annexure to the Auditors' Report
Referred to in paragraph 3 of our report of even date
1. In respect of Fixed Assets :
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets on the
basis of available information.
(b) As explained to us, all the fixed assets have been physically
verified by the management at reasonable intervals and in accordance
with a phased programme of verification, which, in our opinion, is
reasonable, considering the size and nature of the business. No
material discrepancies were noticed on such verification.
(c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
2. In respect of Inventories :
(a) As explained to us, inventories have been physically verified by
the management at the end of the year. In our opinion, the frequency
of verification is reasonable having regard to the size of the Company
and the nature of its business.
(b) The procedure of physical verification of inventories followed by
the management in our opinion is reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) On the basis of our examination, we are of the opinion that the
Company is maintaining proper records of inventory. As explained to us,
there were no material discrepancies noticed on physical verification
of inventories as compared to the book records.
3. (a) The Company has given interest free loan to one company covered
under the register maintained under Section 301 of the Companies Act,
1956. The year end balance of the above loan is Rs. 650.26 Lacs. The
terms and conditions of such loans are prima facie not prejudicial to
the interest of the Company. The loan is repayable as per stipulations.
The maximum amount outstanding during the year was Rs. 757.13 Lacs.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered under register maintained
under Section 301 of the Companies Act, 1956.
4. In our opinion and according to explanations given to us, there is
an adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventory, fixed assets and sale of inventory. During the course of our
audit, we have not observed any continuing failure to correct major
weakness in the internal control system.
5. According to the information and explanations given to us, we are
of the opinion that the particulars of the transactions, if any, made
in pursuance of the contract or arrangements that need to be entered
into the register maintained under Section 301 of the Companies Act,
1956 have been so entered.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public so far upto 31st
March 2011. Therefore, the provisions of clause (vi) of Paragraph 4 of
the Order are not applicable to the Company.
7. In our opinion, the Company has an internal audit system in
commensurate with its size and the nature of its business.
8. To the best of our knowledge the Central Government has not
prescribed the maintenance of cost records under Section 209(l)(d) of
the Companies Act, 1956 for any of the products of the Company.
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, Income Tax, Sales Tax, Cess
and other statutory dues as applicable, with appropriate authorities.
(b) According to the information and explanations given to us, no
undisputed amount is payable in respect of Income Tax, Wealth Tax,
Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory
dues, were in arrears, as at 31st March, 2011 for a period of more than
6 months from the date they became payable.
10. The Company does not have accumulated losses as at March 31, 2011
and it has not incurred any cash losses during the financial year ended
on that date and in the immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to the banks.
12. According to the records of the Company, the Company has not
granted any loans or advances on the basis of security by way of pledge
of shares, debentures or other securities.
13. In our opinion, the Company is not a chit fund / nidhi / mutual
benefit fund / society. Therefore, the provisions of clause (xiii) of
Paragraph 4 of the Order are not applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures, and other investments. Accordingly,
the provisions of clause (xiv) of Paragraph 4 of the Order are not
applicable to the Company.
15. According to the information and explanations provided by the
management, the terms and conditions of the guarantees given by the
Company for loans taken by others from Banks or financial institutions
are not prejudicial to the interest of the Company.
16. On the basis of review of utilisation of funds pertaining to term
loans on overall basis and related information as made available to us,
the term loans taken by the Company have been applied for the purposes
for which they are obtained.
17. On the basis of review of utilisation of funds on overall basis,
related information as made available to us and as represented to us by
the management, the funds raised on short- term basis have not been
applied during the year for long term investment.
18. The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under Section
301 of the Companies Act, 1956.
19. According to the records the Company, the Company has not issued
any debentures during the year.
20. The Company has not raised any monies by way of public issues of
equity shares during the year.
21. In our opinion and according to the information and explanations
provided by the management, no material fraud on or by the Company has
been noticed or reported during the course of our audit.
For Agrawal S. Kumar & Associates
Chartered Accountants
Firm Registration No. 322324E
(M. K. Jhawar)
Partner
Membership No. 061308
New Delhi
Dated : The 29th Day of May, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of MBL Infrastructures
Limited, 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. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We have 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 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. Further to our comments in the annexure referred above, we report
that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of the
books;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement comply with the Accounting Standards referred to in
Sub-section (3C) of Section 211 of the Companies Act, 1956.
e) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, read with the notes
thereon, give the information required by the Companies Act, 1956 in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India :
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 of the
Company 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 31st March, 2010.
Annexure to the Auditors Report
Referred to in paragraph 3 of our report of even date
As required by the Companies (Auditors Report) Order 2003 (as amended)
(the order), issued by the Central Government in terms of Section
227(4A) of the Companies Act, 1956 and on the basis of such checks as
were considered appropriate and according to the information and
explanations given to us, we report that:
1. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, the assets have been physically verified by the
management in accordance with a phased programme of verification,
which, in our opinion, is reasonable, considering the size and nature
of the business. The frequency of verification is reasonable and no
material discrepancies were noticed on such physical verification.
(c) The Company has not disposed of substantial part of fixed assets
during the year so as to affect the going concern status of the
Company.
2. (a) The Company has given loans to one company covered under
the register maintained under Section 301 of the Companies Act, 1956.
The year end balance of the above loan is Rs. 753.25 lacs. The terms
and conditions of such loans are prima facie not prejudicial to the
interest of the Company.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered under register maintained
under Section 301 of the Act.
3. In our Opinion and according to explanation given to us, there are
adequate internal control procedures commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventory, fixed assets and sale of inventory. During the course of our
audit, no major weakness has been noticed in the internal control.
4. According to the information and explanations provided by the
Management, the transactions made in pursuance of contract or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5 lacs 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.
5. Based on our scrutiny of the Companys records and according to the
information and explanation provided by the management, in our opinion,
the Company has not accepted any public deposits so far up to 31 st
March 2010.
6. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
7. As the Company is in the service industry, no cost records have
been prescribed under the provisions of Section 209(1 )(d) of the
Companies Act, 1956.
8. a) According to the records of the Company, the Company is
regular in depositing with the appropriate authorities undisputed
statutory dues including. Income Tax, Wealth-tax, Sales-tax, Cess and
other statutory dues applicable to the Company.
b) According to the explanation and information given to us, no
undisputed amount is payable in respect of Income Tax, Wealth Tax,
Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory
dues, were in arrears, as at 31st March, 2010 for a period of more than
6 months from the date they became payable.
c) According to the information and explanation given to us, the amount
which have not been deposited on account of any dispute is as below -
Income Tax 2003-2004 & 2004 - 2005 Income Tax Appellate Tribunal Rs.
343.33
9. The Company has no accumulated loss as at 31st March 2010 and it
has not incurred any cash loss in the financial year ended on that date
or in the immediately preceding financial year.
10. Based on our audit procedures and on the information &
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to the banks.
11. According to the records, the Company has not granted any Loans on
the basis of security or pledge of shares, debentures or other
securities.
12. In our opinion, proper records have been maintained of the
transactions and the contracts for investments and timely entries have
been made therein. The shares, securities, debentures and other
investments, which are held by the Company and also pledged to banks,
are in the Companys name.
13. According to the information and explanations provided by the
management, the terms and conditions of the guarantees given by the
Company for loans taken by others from Banks or financial institutions
are not prejudicial to the interest of the Company.
14. On the basis of review of utilisation of funds pertaining to term
loans on overall basis and related information as made available to us,
the term loans taken by the Company have been applied for the purposes
for which they are obtained.
15. On the basis of review of utilisation of funds on overall basis,
related information as made available to us and as represented to us by
the management, the funds raised on short- term basis have not been
applied during the year for long term investment.
16. The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under Section
301 of the Act during the year.
17. According to the records the Company, the Company has not issued
any debentures during the year.
18. The provisions of any specials statutory applicable to Chit Fund/
Nidhi/ Mutual Benefit Fund/ Societies are not applicable to the
Company.
19. Based on the audit procedures applied by us and according to the
information and explanation provided by the management, we report that
no frauds on or by the Company has been noticed or reported during the
course of our audit.
20. We have verified that the end use of money raised by public issue
amounting to Rs. 102.60 crores is as disclosed in the notes to the
financial Statements.
21. Other clauses of the Order are not related or applicable to the
Company during the year under review.
For Agrawal S. Kumar & Associates
Chartered Accountants
Firm Registration No. 322324E
(M. K. JHAWAR)
Place: Kolkata Partner
Dated : The 30th day of May, 2010 Membership No.061308