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Jaiprakash Associates Ltd.

BSE: 532532 Sector: Infrastructure
NSE: JPASSOCIAT ISIN Code: INE455F01025
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19.10

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OPEN 18.90
PREVIOUS CLOSE 18.70
VOLUME 4056863
52-Week high 30.40
52-Week low 6.71
P/E
Mkt Cap.(Rs cr) 4,597
Buy Price 19.00
Buy Qty 37249.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.90
CLOSE 18.70
VOLUME 4056863
52-Week high 30.40
52-Week low 6.71
P/E
Mkt Cap.(Rs cr) 4,597
Buy Price 19.00
Buy Qty 37249.00
Sell Price 0.00
Sell Qty 0.00

Jaiprakash Associates Ltd. (JPASSOCIAT) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

JAIPRAKASH ASSOCIATES LIMITED

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying standalone Ind AS financial statements of JaiprakashAssociates Limited ("the Company") which comprise the Balance Sheet as at March31 2017 the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of significant accounting policies and other explanatory information.

Management's Responsibility for the standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance (including other comprehensive income) cashflows and changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards prescribed underSection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the standalone Ind AS financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules madethereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

Without qualifying our opinion we draw attention to note 32(d) of the standalone IndAS financial statements relating to the order of the Competition Commission of India(CCI) concerning alleged contravention of the provisions of the Competition Act 2002during F.Y.2009- 10 & 2010-11 and imposing a penalty of Rs.132360 lacs on the Company.The Company has filed an appeal against the said Order before the Competition AppellateTribunal wherein the Tribunal granted stay in depositing the penalty imposed subject tothe condition that the Company shall deposit 10% of the penalty calculated on the profitearned by the cement business i.e. Rs.2377 lacs which has since been deposited. FurtherThe Competition Commission of India vide its other order dated 19th January2017 held various cement manufacturers liable for alleged contravention of certainprovisions of the Competition Act 2002 in the state of Haryana during F.Y.2012-13 to F.Y.2014-15 and imposed a penalty of Rs.3802 lacs on the Company. The Company has filed appealagainst the order before Competition Appellate Tribunal.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2017 and its loss (including other comprehensive income) itscash flows and the changes in equity for the year ended on that date.

Other Matter

The financial information of the Company for the year ended March 31 2016 and thetransition date opening balance sheet as at April 1 2015 included in these standalone IndAS financial statements are based on the previously issued statutory financial statementsfor the year ended March 31 2016 and March 31 2015 prepared in accordance with theCompanies (Accounting Standards) Rules 2006 (as amended) which were audited by us onwhich we expressed an unmodified opinion dated May 28 2016 and November 14 2015respectively. adjustments to those financial statements for the differences in accountingprinciples adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. 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 bestof 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 theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Changes in Equity and the Cash Flow Statement dealt with bythis Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Rs.'Annexure A". Our report expresses an unmodified opinion on theadequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements-Refer Note 32 to the financialstatements;

ii. The Company did not have any longterm contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There are no amounts that were due for being transferred to the Investor Educationand Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone Ind AS financialstatements as regards its holding and dealings in Specified Bank Notes as defined in theNotification S.O. 3407(E) dated the 8 November 2016 of the Ministry of Finance duringthe period from 8 November 2016 to 30 December 2016. Based on audit procedures performedand the representations provided to us by the management we report that the disclosuresare in accordance with the books of account maintained by the Company and as produced tous by the Management.-Refer Note 45 to the standalone Ind AS financial statements.

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 and on the basisof such checks of the books and records of the Company as we considered appropriate andaccording to the information and explanations given to us we give in "AnnexureB" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For M.P. Singh & Associates
Chartered Accountants
Firm Registration Number: 002183C
(CA Ravinder Nagpal)
Partner
Membership No. 081594
Place : New Delhi
Date : May 29 2017

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under Rs.Report on Other Legal and RegulatoryRequirements' of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of JAIPRAKASHASSOCIATES LTD ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany'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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe 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 givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2017 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For M.P. Singh & Associates
Chartered Accountants
Firm Registration Number: 002183C
(CA Ravinder Nagpal)
Partner
Membership No. 081594
Place : New Delhi
Date : May 29 2017

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under Rs.Report on Other Legal and Regulatory Requirements'section of our report of even date)

(i) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets. The situation of the moveable assetsused in the construction activity keeps on changing from works sites depending uponrequirements for a particular contract.

(b) A substantial portion of the Fixed Assets have been physically verified by themanagement during the year and to the best of our knowledge and information given to usno material discrepancies have been noticed on such physical verification.

(c) According to the information and explanations given to us and the records examinedby us we report that other than the immovable properties acquired on amalgamations withthe Company as per schemes approved by the Hon'ble High Courts in earlier years the titledeeds are held in the name of the Company as at the balance sheet date except thefollowing:

Description & location of property Gross Book Value (Rs. lacs)
Land at Dera Mandi Gaon New Delhi & building thereon 153
Freehold land at Rangpuri New Delhi (Compulsorily acquired by the Government) 3

(ii) (a) As explained to us the Inventory has been physically verified by themanagement at reasonable intervals during the year.

(b) In our opinion and according to the information and explanations given to us nomaterial discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained undersection 189 of the Companies Act. Hence the provisions of Clauses 3(iii)(a) 3(iii)(b)and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us inrespect of loans investments guarantees and security the provisions of section 185 and186 of the Companies Act 2013 have been complied with.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposit during the year. The Company has generally compliedwith the provisions of Sections 73 to 76 or any other relevant provisions of the CompaniesAct 2013 read with the Orders issued by the Hon'ble National Company Law Tribunal (NCLT)from time to time; however there have been delays in repayment of matured fixed depositswhich had matured for repayment on or before the balance sheet date and were outstandingas at 31st March 2017. The Company has been granted extension from time to timefor repayment of its outstanding deposits by the Hon'ble NCLT the last interim extensionhaving been granted till 30th May 2017.

(vi) We have broadly reviewed the accounts and cost records maintained by the segmentsof the Company where cost records have been prescribed by the Central Government undersection 148(1) of the Companies Act 2013 and are of the opinion that prima-facie theprescribed accounts and records have been maintained. We have however not made adetailed examination of the records.

(vii) (a) As per records produced before us and according to the information andexplanations given to us the Company is generally regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income-tax Salestax Service tax Customs Duty Excise Duty Value Added Tax Cess and other materialstatutory dues applicable to it to the appropriate authorities and there were no arrearsof such dues at the end of the year which have remained outstanding for a period of morethan six months from the date they became payable except for the following:

Particulars of dues Rs. (In lacs)
Royalty Payable 3537.60
Excise Duty payable 198.82
District & National Mineral Foundations Payable 2266.37
Electricity Duty Payable 4327.97
Service Tax Payable 207.19
TDS Payable 230.60

(b) As per records produced before us and according to the information and explanationsgiven to us there are no dues of Income-tax or Sales-tax or Service Tax or duty ofCustoms or duty of Excise or Value Added Tax which have not been deposited on account ofany dispute except for the following:

Figures in Rs.Lacs

Forum where dispute is pending

Total
Name of Statute (Nature of dues) Period to which amount relates Commissionarate Appellate authorities- Tribunal High Court Supreme Court
Central Excise 1988-2016 2624.60 - - - 2624.60
1996-2017 - 5195.41 - - 5195.41
1997-2009 - - 780.14 - 780.14
Electricity Duty & Cess 1991-2002 & 2006-2017 - - 12643.47 - 12643.47
Sales Tax/VAT 1999-2002 to 2006-2015 4727.39 - - 4727.39
2004 -2013 - 630.98 - - 630.98
2000-2001

2005-2017

- - 8944.59 - 8944.59
2002-2008 - - - 9029.24 9029.24
Entry Tax 2000-2001

2011-2015

192.36 - - - 192.36
2006-12 - 240.29 - - 240.29
2001-2002

2010-2017

- - 3266.23 - 3266.23
2005-2017 - - - 20709.11 20709.11
Rural Infrastructure Tax 2005-2017 - - - 3043.51 3043.51
Tax on transportation of goods in Himachal Pradesh 2010-2017 8140.97 8140.97
Service Tax 2005-2013 338.90 69529.13 - - 69868.03
Levy on transport of limestone 2007-2011 - - - 555.20 555.20
Cess under Building and other Construction 2008-2012 - - - - -
Water Cess 2003-2013 - - - - -
Customs - 4487.03 - - 4487.03
Income Tax AY 2014-15 1674.00 - - - 1674.00
AY 08-09 to 13-14 - - 17545.16 - 17545.16

(viii) Based on our audit procedures and on the information and explanations given bythe management we are of the opinion that during the year the Company has defaulted inrepayment of principal and/or interest to banks financial institutions & privatelyplaced debenture-holders wherein the period of delay ranges from 1 day to 634 days.

The overdue interest on borrowings amounts to Rs.331202.11 lacs as reflected in thestandalone Ind AS financial statements "Other Financial liabilities" which wasoutstanding as at 31st March 2017.

The overdue principal repayments of borrowings amounts to Rs.375179.13 lacs asreflected in the standalone Ind AS financial statements "Other Financialliabilities" which was outstanding as at 31st March 2017.

Lender wise details for overdue interest & overdue principal repayments are givenbelow:

Name of Bank/FI/Debenture holders Overdue Principal repayments as at 31.3.2017 Period of default for overdue principal repayments Overdue Interest as at 31.3.2017 Period of default for overdue interest
(Rs. in lacs) (Rs. in lacs)
Allahabad Bank 2000.00 1-305 Days 1292.57 1-335 Days
Axis Bank Limited

-

0.20 1 Day
Bank of India 2631.50 1-386 Days 859.88 1- 366 Days
Bank of Maharashtra 11119.00 1-549 Days 15930.32 1-549 Days
IDBI Bank Ltd - 33330.09 1-336 Days
ICICI Bank Ltd. 68924.41 1-336 Days 76162.52 1-336 Days
Canara Bank - 15452.03 1-547 Days
Central Bank of India - 350.35 1-336 Days
Corporation Bank 3157.80 1-477 Days 1934.29 1-488 Days
Exim Bank 8756.67 1-365 Days 1588.93 1-335 Days
Karnataka Bank 4434.00 1-547 Days 3437.73 1-549 Days
Karur Vysya Bank 1204.36 1 Day 418.57 1-60 Days
Lakshmi Vilas Bank 2105.20 1-295 Days 1600.33 1-336 Days
Oriental Bank of Commerce 2105.20 1-295 Days 962.87 1-275 Days
Punjab & Sind Bank 5389.00 1-547 Days 2263.88 1-549 Days
State Bank of Bikaner & Jaipur 1125.00 1-182 Days 392.82 1-181 Days
Indusind Bank Ltd - 1172.99 1-59 Days
Standard Chartered Bank 16283.17 1-275 Days 19023.34 1-486 Days
State Bank of Hyderabad 4500.00 1-275 Days 1553.92 1-275 Days
State Bank of Indore 1125.00 1-456 Days 496.76 1-455 Days
Bank of India

-

573.42 1-336 Days
State Bank of India 159166.55 1-479 Days 70504.95 1-457 Days
State Bank of Travancore 3750.00 1-278 Days 1615.57 1-304 Days
Syndicate Bank 2496.00 1-455 Days 1179.61 1-455 Days
The South Indian Bank Ltd 1000.00 60 Days 903.75 1-60 Days
The Jammu & Kashmir Bank Ltd 1871.94 275 days 851.42 1-244 Days
Uco Bank 11664.00 1-273 Days 5180.08 1-275 Days
United Bank of India 4500.00 1-455 Days 3201.54 1-454 Days
Yes Bank Ltd 1000.00 1 Day 246.21 1 Day
AKA Ausfuhrkredit GmbH 2661.38 84- 634 Days 75.30 84-634Days
IFCI Ltd. 18405.78 1-321 Days 11540.78 1-440 Days
LIC-NCDs 29000.00 1-341 Days 10545.29 1-341 Days
LIC Term Loan - 4666.78 1-305 Days
SIDBI 3553.18 91- 275 Days 740.91 1-276 Days
L&T Infrastructure Finance Co Ltd 1250.00 1 Day -
Other Including Deferred Payment of Land and Foreign Currency Loans/Bonds 41152.11 24-570 Days
375179.13 331202.11

The Company has not defaulted in repayment dues to the Government.

(ix) The Company has not raised moneys by way of further public offer. Further in ouropinion and according to the information and explanations given to us the moneys raisedby way of debt instruments and term loans have been applied by the Company during the yearfor the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi company and hence reporting under clause (xii) of theOrder is not applicable.

(xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or directors of its holding subsidiary or associate company or personsconnected with them and hence provisions of section 192 of the Companies Act 2013 are notapplicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For M.P. Singh & Associates
Chartered Accountants
Firm Registration Number: 002183C
(CA Ravinder Nagpal)
Partner
Membership No. 081594
Place : New Delhi
Date : May 29 2017