| We have audited the accompanying consolidated financial statements of
INTERNATIONAL CONSTRUCTIONS LIMITED (hereinafter referred to as "the
Holding Company") and its Subsidiaries (the Holding Company and its
Subsidiaries together referred to as "the Group") its associates and
jointly controlled entities, comprising of the Consolidated Balance
Sheet as at 31st March, 2015, the Consolidated Statement of Profit and
Loss and the Consolidated Cash Flow Statement for the year then ended,
and a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as "the Consolidated
Financial Statements").
Management's Responsibility for the Consolidated Financial Statements
The Holding Company's Board of Directors is responsible for the
preparation of these Consolidated Financial Statements in terms of the
requirements of the Companies Act, 2013 (hereinafter referred to as
"the Act") that give a true and fair view of the Consolidated Financial
Position, Consolidated Financial Performance and Consolidated Cash
Flows of the Group including its Associates and Jointly controlled
entities 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. The respective Board of Directors of the companies
included in the Group and of its associates and jointly controlled
entities are responsible for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the
assets of the Group and for preventing and detecting frauds and other
irregularities; the selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and the 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 financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which have been used for
the purpose of preparation of the Consolidated Financial Statements by
the Directors of the Holding Company, as aforesaid.
Auditor's Responsibility
Our responsibility is to express an opinion on these Consolidated
Financial Statements based on our audit.
While conducting the audit, we have taken into account the provisions
of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the
Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing
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 Consolidated Financial
Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the Consolidated Financial
Statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the
Consolidated Financial Statements, whether due to fraud or error. In
making those risk assessments, the auditor considers internal financial
control relevant to the Holding Company's preparation of the
Consolidated Financial Statements that give a true and fair view in
order to design audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on
whether the Holding Company has an adequate internal financial controls
system over financial reporting in place and the operating effectiveness
of such controls. An audit also includes evaluating the appropriateness
of the accounting policies used and the reasonableness of the accounting
estimates made by the Holding Company's Board of Directors, as well as
evaluating the overall presentation of the Consolidated Financial
Statements.
We believe that the audit evidence obtained by us and the audit
evidence obtained by the other auditors in terms of their reports
referred to in sub-paragraph (a) of the Other Matters paragraph below,
is sufficient and appropriate to provide a basis for our audit opinion
on the Consolidated Financial Statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid Consolidated 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 Consolidated
State of Affairs of the Group, its associates and jointly controlled
entities as at 31st March, 2015, and their Consolidated Profit and the
Consolidated Cash Flows for the year ended on that date.
Other Matters
We did not audit the financial statements/ consolidated financial
statements of certain subsidiaries, whose financial statements reflect
total assets of ^2115.62 lakhs as at March 31, 2015, total revenue of
?2320.29 lakhs and net cash flow of (?21.37 lakhs) for the year ended
on that date and financial statements of certain associates in which
the share of profit of the group is ?214.05 lakhs. These financial
statements/consolidated financial statements have been audited by other
auditors whose report have been furnished to us and our opinion is
based solely on the reports of the other auditors.
We have relied on the unaudited financial statements of certain
associates wherein the Group's share of profit aggregate is ?70.48
lakhs. These unaudited financial statements as approved by the
respective Board of Directors of these companies have been furnished to
us by the management and our report in so far as it relates to the
amounts included in respect of these associates is based solely on such
approved unaudited financial statements.
Our opinion on the consolidated financial statements, and our report on
Other Legal and Regulatory Requirements below, is not qualified in
respect of the above matters with respect to our reliance on the work
done and the reports of the other auditors and the financial statements
/ financial information certified by the Management.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, based on the comments in the
Auditor's Report of the Holding Company and Subsidiary Company
incorporated in India, we give in the Annexure, a statement on the
matters Specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
2. As required by section 143(3) of the Act, we report, to the extent
applicable, 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 of the aforesaid consolidated financial
statements;
b) in our opinion, proper books of account as required by law relating
to preparation of the aforesaid consolidated financial statements have
been kept so far as it appears from our examination of those books and
reports of the other auditors;
c) the Consolidated Balance Sheet, the Consolidated Statement of Profit
and Loss, and the Consolidated Cash Flow Statement dealt with by this
Report are in agreement with the relevant books of account maintained
for the purpose of preparation of the consolidated financial
statements;
d) in our opinion, the aforesaid consolidated 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 written representations received from the directors
of the Holding Company as on 31st March, 2015, taken on record by the
Board of Directors of the Holding Company and the reports of the
statutory auditors of its subsidiary company incorporated in India,
none of the directors of the Group Companies incorporated in India is
disqualified as on 31st March, 2015, from being appointed as a director
in terms of Section 164(2) of the Act; and
f) 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 Consolidated Financial Statements disclose the impact of
pending litigations on the consolidated financial position of the
Group- Refer Note 27 to consolidated financial statements;
ii. The Group did not have any long-term contracts including
derivatives contracts for which there were any material foreseeable
losses.
iii. There were no amounts which required to be transferred by the
Holding Company and its subsidiary company incorporated in India to the
Investor Education and Protection Fund.
[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
Requirements' in the Independent Auditors' Report of even date to the
members of International Constructions Limited on the consolidated
financial statements for the year ended March 31, 2015]
"Our reporting on the Order includes subsidiary company incorporated in
India to which the Order is applicable, which has not been audited by
us and our audit report in respect of this entity is based solely on
other auditor's report, to the extent considered applicable for
reporting under the Order in the case of the Consolidated Financial
Statement."
(i) In respect of the fixed assets of the Holding Company and
Subsidiary Company:
(a) The respective entities have maintained proper records showing full
particulars, including quantitative details and situation of the fixed
assets on the basis of available information.
(b) As explained to us, fixed assets have been physically verified by
the management of the respective entities during the year in accordance
with the phased programme of verification adopted by the management
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and
explanations given to us, no material discrepancies were noticed on
such verification.
(ii) In respect of the inventories of the Holding Company and
Subsidiary Company:
a) As explained to us, the inventories have been physically verified
during the year by the Management of the respective entities. In our
opinion, the frequency of verification is reasonable.
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 of the respective entities were reasonable
and adequate in relation to the size of the respective entities and the
nature of their business.
c) In our opinion and according to the information and explanations
given to us, the respective entities have maintained proper records of
their inventories and no material discrepancies were noticed on
physical verification of stocks as compared to book records.
iii)a) The Holding Company has granted loans to three parties covered
in the Register maintained under Section 189 of the Companies Act, 2013
('the Act').
b) In the case of loans granted to the parties listed in the register
maintained under section 189 of the Act, the borrowers have been
regular in the payment of the interest as stipulated. The terms of
arrangements do not stipulate any repayment schedule and the loans are
repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order, is
not applicable to the Holding Company in respect of repayment of the
principal amount.
c) There are no overdue amounts of more than rupees one lakh in respect
of the loans granted to the parties listed in the register maintained
under section 189 of the Act.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system in the
Holding Company and the Subsidiary Company, commensurate with the size
of the respective entities and the nature of their business for the
purchase of inventory, fixed assets and for the sale of goods and
services. During the course of our Audit, we have not observed any
continuing failure to correct major weaknesses in internal control
system.
(v) The Group has not accepted any deposits from the public during the
year.
(vi) As informed to us,-the Central Government has not prescribed
maintenance of cost records under sub-section (1) of Section 148 of the
Act, in respect of the activities carried on by the Group.
(vii) In respect of statutory dues:
(a) According to the records of the respective entities and information
and explanations given to us, the respective entities have generally
been regular in depositing undisputed statutory dues, including
Provident Fund, employees state insurance (ESI), Investor Education and
Protection Fund, Income-tax, Tax deducted at sources, Tax collected at
source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax,
Service Tax, Custom Duty, Excise Duty, Cess and other material
statutory dues applicable to it, with the appropriate authorities.
According to the information and explanations given to us, except for
the cases stated below, there were no undisputed amounts payable in
respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax,
VAT, Cess and other material statutory dues in arrears /were
outstanding as at 31 March, 2015 for a period of more than six months
from the date they became payable.
Name of the Nature of the Period to which the Amount
statute dues amount relates Rs.
Finance Act, 1994 Service Tax Financial Year 1610830/-
2012-13
(b) According to the information and explanations given to us the
following dues of Income-tax have not been deposited by the Holding
Company on account of dispute:
Name of the Nature of the Period to which Amount Forum where
dispute statute dues the amount Rs. is pending
relates
Income Tax Income Tax Assessment Year 83,18,040/- Commissioner
Act, 1961 2011-12 of Income
Tax (Appeal)
Income Tax Income Tax Assessment Year 23,08,228/- Commissioner
Act, 1961 2008-09 of Income
Tax
(Appeal)
(c) According to the information and explanations given to us, there
were no amounts which required to be transferred by the Group to the
Investor Education and Protection Fund.
(viii) The Holding Company's and Subsidiary Company's accumulated losses
at the end of the financial year are not more than fifty per cent of its
net worth. The respective entities have not incurred cash losses in the
current financial year covered by our audit and in the immediately
preceding financial year.
(ix) In our opinion and according to the information and explanations
given to us, the Holding Company and the Subsidiary Company have not
defaulted in the repayment of dues to financial institutions, banks and
debenture holders.
(x) In our opinion, and according to the information and the
explanation given to us, the Holding Company and the Subsidiary Company
have not given any guarantee for loans taken by others from banks or
financial institutions during the year.
(xi) The Holding Company and the Subsidiary Company did not have any
term loans outstanding during the year.
(xii) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Holding Company and the
Subsidiary Company and no material fraud on the Holding Company and the
Subsidiary Company has been noticed or reported during the year.
For Vijay kumar agarwal& Co.
Chartered Accoutant
Firm Registration No. 320185E
Place:Bangalore (CA. V.K.Agarwal )
Date: 30th May ,2015 Proprietors
Membership No. 055250 | 