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Punj Lloyd Ltd.

BSE: 532693 Sector: Infrastructure
NSE: PUNJLLOYD ISIN Code: INE701B01021
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VOLUME 435875
52-Week high 25.85
52-Week low 17.70
P/E
Mkt Cap.(Rs cr) 711
Buy Price 0.00
Buy Qty 0.00
Sell Price 21.20
Sell Qty 350.00
OPEN 20.50
CLOSE 20.65
VOLUME 435875
52-Week high 25.85
52-Week low 17.70
P/E
Mkt Cap.(Rs cr) 711
Buy Price 0.00
Buy Qty 0.00
Sell Price 21.20
Sell Qty 350.00

Punj Lloyd Ltd. (PUNJLLOYD) - Auditors Report

Company auditors report

Independent Auditors' Report

To the Members of Punj Lloyd Limited

Report on the Standalone Ind AS Financial

Statements

We have audited the accompanying standalone Ind AS financial statements of Punj LloydLimited ("the Company") which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofCash Flows the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information (hereinafterreferred to as "the Standalone Ind AS Financial Statements") in which areincorporated the returns for the year ended on that date audited by the branch auditors ofthe Company's overseas branches and an unincorporated joint venture.

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 cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 (asamended). This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; the selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

Auditors' 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 the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

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 auditors' 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 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

In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of the reports of the other auditors on thefinancial statements of the branches and an unincorporated joint venture the aforesaidstandalone Ind AS financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India including the Ind AS of the state of affairs ofthe Company as at March 31 2017 its loss total comprehensive loss its cash flows andchanges in equity for the year ended on that date.

Emphasis of Matter

We draw attention to note no. 32 to the standalone Ind AS financial statementsregarding unbilled revenue (work-in-progress) aggregating '735.80 Crores as at March 312017 representing claims made by the Company which are subject matter of arbitration.Pending ultimate outcome of the matter which is presently unascertainable no adjustmentshave been made in the standalone Ind AS financial statements. Our opinion is not qualifiedin respect of this matter.

Other Matters

The comparative financial information of the Company for the year ended March 31 2016and the transition date opening balance sheet as at April 1 2015 included in thesestandalone Ind AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2006 audited by the predecessor auditor Walker Chandiok & Co LLP whose reportfor the year ended March 31 2016 and March 31 2015 dated May 27 2016 and May 22 2015

respectively expressed an unmodified opinion on those standalone Ind AS financialstatements as adjusted for the differences in the accounting principles adopted by theCompany on transition to the Ind AS which have been audited by us.

We did not audit the Financial Statements of certain branches and an unincorporatedjoint venture included in the standalone Ind AS financial statements whose financialstatements reflect total assets (net of elimination) of '427.76 Crores at March 31 2017and total revenues (net of elimination) of '1208.30 Crores for the year ended on thatdate. These financial statements have been audited by other auditors whose reports andadditional information thereon have been furnished to us and our opinion in so far as itrelates to the amounts and disclosures included in respect of these branches and anunincorporated joint venture is based solely on the reports of the such other auditors.Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government of India in terms of subsection (11) of Section 143 ofthe Act we give in "Annexure 1" a statement on the matters specified inparagraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act we report that:

a. We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books and proper returnsadequate for the purposes of our audit have been received from branches not visited by us;

c. The reports on the accounts of the branch offices of the Company audited underSection 143 (8) of the Act by branch auditors have been sent to us and have been properlydealt with by us in preparing this report;

d. The Balance Sheet the Statement of Profit and Loss the Statement of Cash Flows andthe Statement of Changes in Equity dealt with by this report are in agreement with thebooks of account and with the returns received from branches not visited by us;

e. In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014 (as amended);

f. On the basis of written representations received from the directors as on March 312017 and 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;

g. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls we give ourseparate Report in "Annexure 2".

h. 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 in our opinionand to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financialposition as detailed in Note 29 to the standalone Ind AS financial statements;

ii. the Company has made provisions as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts as detailed in Note 33 to the standalone Ind AS financialstatements;

iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company; and

iv. the company has provided requisite disclosures in its Standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom November 8 2016 to December 30 2016 and these are in accordance with the books ofaccount maintained by the company.

For BGJC & Associates LLP

(formerly BGJC & Associates)

Chartered Accountants

Firm Registration Number: 003304N

Darshan Chhajer

Partner

Membership Number: 088308

Place: Gurugram

Date: May 27 2017

(Referred to in paragraph on Report on Other Legal and Regulatory Requirements of theIndependent Auditors' Report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fairview on the standalone Ind AS financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:

(i) (a) The Company has maintained proper records showing full

particulars including quantitative details and situation of property plant andequipments.

(b) The Company has a regular program of physical verification of its property plantand equipments under which property plant and equipment are verified in a phased mannerover a period of three years which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. Accordingly certain property plant andequipments were verified during the year and no material discrepancies were noticed onsuch verification.

(c) The title deeds of all the immovable properties (which are included under the head‘Property plant and equipments' and ‘Investment property') are held in the nameof the Company which have been verified from pledged documents.

(ii) The inventory has been physically verified by the management during the year. Inour opinion the frequency of verification is reasonable. No material discrepancies werenoticed on physical verification carried out during the year.

(iii) The Company has not granted any loans secured or unsecured to parties coveredin the register maintained under Section 189 of the Act. Accordingly the provisions ofclauses 3 (iii) (a) 3 (iii)

(b) 3 (iii) (c) of the Order are not applicable.

(iv) In our opinion the provisions of clause 3(iv) of the order are not applicablesince during the year the Company has not entered into transaction covered under thesections 185 and 186 of the Act.

(v) In our opinion the Company has not accepted any deposits from the public withinthe provisions of Sections 73 to 76 of the Act and the rules (as amended). Accordinglythe provisions of clause 3 (v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersubsection (1) of Section 148 of the Act in respect of Company's products and services andare of the opinion that prima facie the prescribed accounts and records have been madeand maintained.

(vii) (a) Undisputed statutory dues including provident fund em

ployees' state insurance income tax sales tax service tax duty of customs duty ofexcise value added tax cess and any other material statutory dues as applicable havenot been regularly deposited to the appropriate authority and there have been significantdelays in a large number of cases. Further no material undisputed amounts payable inrespect thereof were outstanding at the year-end for a period of more than six monthsfrom the date they became payable.

(b) The dues outstanding with respect to sales tax service tax value added tax entrytax customs duty excise duty on account of any dispute are as follows:

Nature of dues Name of the statute Amount Paid under protest Period to which it relates Forum where dispute is pending
Sales Tax and Value Added Tax Andhra Pradesh General Sales Tax Act 1957 9.48 0.99 1998-99 to 2004-05 2010-11 Sales Tax Appellate Tribunal Vizag
Bihar Value Added Tax Act 2005 25.51 - 2009-10 Commercial Tax Tribunal Patna
0.83 - 2011-12 High Court Patna
Haryana Value Added Tax Act 2003 4.64 0.91 2003- 04 2004- 05 2005- 06 Sales Tax Appellate Tribunal Chandigarh
0.79 - 2009-10 Joint Commissioner Appeal Chandigarh
Madhya Pradesh Commercial Tax Act 1994 0.05 - 2003-04 High Court Bhopal
Madhya Pradesh Value Added Tax Act 2002 0.65 - 2009- 10 2010- 11 Commercial Tax Tribunal Bhopal
Punjab Value Added Tax Act 2005 37.47 4.14 2008-09 2012-13 Joint Commissioner Patiala
24.33 2.36 2011-12 Commercial Tax Tribunal Chandigarh
21.39 - 2009- 10 2010- 11 Joint Commissioner Patiala
Rajasthan Value Added Tax 2003 1.80 - 2012-13 Deputy Commissioner Kota
Karnataka Value Added Tax Act 2003 4.78 0.02 2009-10 High Court Bengaluru
7.30 - 2010-11 2013-14 Joint Commissioner Bengaluru
West Bengal Value Added Tax Act 23.60 - 2009-10 Appellate & Revisional Board Kolkata
2003 0.58 0.10 2012- 13 2013- 14 Sr. Joint Commissioner (Appeal) Midnapur
Orissa Value Added Tax Act 2004 1.79 - 2010-11 to 2012-13 High Court Cuttack
20.96 0.13 2010-11 to 2012-13 Joint Commissioner Appeal Cuttack
Entry Tax Bihar Entry Tax Act 1993 0.21 - 2009-10 Commissioner of Commercial Tax Patna
Haryana Local Area Development Tax Act 2000 0.40 - 2003-04 Supreme Court New Delhi
Chhattisgarh Entry Tax Act1976 0.26 0.35 2005- 06 2006- 07 Supreme Court New Delhi
Madhya Pradesh Entry Tax Act 1976 0.01 0.25 2003-04 High Court Bhopal
0.35 - 2009- 10 2010- 11 Commercial Tax Tribunal Bhopal
Uttar Pradesh Trade Tax Act 1948 0.11 - 2010-11 Additional Commissioner (Appeal) Aligarh
0.85 - 1998-99 2003-04 Additional Commissioner (Appeal) Mathura
Karnataka Sales Tax Act1957 0.12 0.57 2002-03 2004-05 Jt. Commissioner Appeal Bengaluru
Excise Duty Central Excise Act 1944 0.73 0.23 2006-07 Commissioner of Custom & Central Excise Mumbai
Service Tax The Finance Act 2004 and the Service Tax Rules 8.06 - 2003-04 2005- 06 2006- 07 CESTAT Delhi

(viii) The Company has delayed in the repayment of dues to banks financialinstitutions and debenture holders as detailed below:

Rs. in crores

Particulars

Period of delays (in days)

Up to 90 91 and above
Banks
Andhra Bank 6.84 0.11
Axis Bank Limited 9.27 0.87
Bank of Baroda 0.33 -
Bank of India 5.86 0.88
Central Bank of India 13.78 8.59
DBS Bank Limited 0.04 -
Dhanlaxmi Bank Limited 0.10 0.52
HDFC Bank Limited 0.08 -
IDBI Bank Limited 22.78 2.75
Indian Overseas Bank Limited 10.84 -
The Jammu And Kashmir Bank Limited 0.68 -
Karur Vysya Bank Limited 0.29 0.06
Oriental Bank of Commerce Limited 12.18 8.49
RBL Bank Limited 4.71 -
Standard Chartered Bank Limited - 1.41
State Bank of Hyderabad 0.50 -
State Bank of India 10.22 0.01
State Bank of Patiala 7.34 3.33
United Bank of India 14.20 -
Financial Institutions
IFCI Limited 76.64 18.16
L & T Infrastructure Finance Company Limited 0.05 12.54
Magma Fincorp Limited 0.09 1.31
Religare Finvest Limited 0.15 1.52
SREI Equipment Finance Limited 1.65 0.53
Tata Capital Financial Services Limited 1.58 1.18
Debentures - 3.00

As at the year end following are the amounts of defaults in repayment of dues tobanks financial institutions and debenture holders:

Rs. in crores

Particulars

Period of default (in days)

Up to 90 91 and above
Banks
Andhra Bank 1.57 -
Bank of Baroda 0.07 -
Bank of India 0.18 -
Central Bank of India 1.46 -
DBS Bank Limited 0.22 0.39
Dhanlaxmi Bank Limited 0.09 -
ICICI Bank Limited 2.84 8.93

 

Particulars

Period of default (in days)

Up to 90 91 and above
IDBI Limited 2.23 -
The Jammu And Kashmir Bank Limited 0.34 0.34
Oriental Bank of Commerce Limited 3.36 -
RBL Bank Limited 1.47 -
Standard Chartered Bank Limited 24.64 143.78
State Bank of Hyderabad 0.36 -
State Bank of India 1.81 -
United Bank of India 3.38 -
Financial Institutions
International Finance Corporation 10.64 49.77
IFCI Limited 8.86 -
L & T Infrastructure Finance Company Limited 10.01 -
SREI Infrastructure Finance Ltd 0.07 -
Tata Capital Financial Services Limited 0.50 -
Debentures 20.19 420.30

(ix) The Company has utilized the money raised by way of the term loans during the yearfor the purposes for which they were raised. The Company has not raised moneys by way ofinitial public offer/further public offer (including debt instruments) during the year.

(x) No fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the year covered by our audit.

(xi) The Company has not paid / provided for any managerial remuneration. Accordinglyprovisions of clause 3 (xi) of the Order are not applicable.

(xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the order are not applicable.

(xiii) All transactions entered into by the Company with the related parties are incompliance with Sections 177 and 188 of Act where applicable and the requisite detailshave been disclosed in the Financial Statements etc. as required by the applicableaccounting standards.

(xiv) In our opinion the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.Accordingly provisions of clause 3(xiv) of the Order are not applicable.

(xv) In our opinion the Company has not entered into any non-cash transactions withdirectors or persons connected with him under section 192 of the Act.

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

For BGJC & Associates LLP

(Formerly BGJC & Associates)

Chartered Accountants

ICAI Firm Registration No.: 003304N

Darshan Chhajer

Partner

Membership No. 088308

Date: May 27 2017

Place: Gurugram

Referred to in paragraph under report on others Other Legal and Regulatory Requirementsin Independent Auditors' Report of even date to the members of

Punj Lloyd Limited on the standalone Ind AS financial statements for the year endedMarch 31 2017.

Independent Auditors' report on the Internal Financial Controls 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 Punj LloydLimited ("the Company") as of March 31 2017 in conjunction with our audit ofthe standalone Ind AS financial statements of the Company as of and 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 Reporting("the Guidance Note") issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' 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 and the Standards on Auditing issued by the ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls over financial reporting. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting were established and maintained and if such controls operatedeffectively 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 judgment including the assessment of the risks ofmaterial misstatement of the standalone Ind AS financial statements whether due to fraudor 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 controls over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone Ind AS financial statements for external purposes in accordancewith generally accepted accounting

principles. A company's internal financial controls over financial reporting includethose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone Ind AS financial statements in accordancewith generally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould have a material effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over 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 controlsover 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 and based on reliance on work performed by other auditors the Companyhas in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2017 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note issued by the ICAI.

Other Matters

We did not audit the internal financial controls over financial reporting insofar as itrelated to certain branches and an unincorporated joint venture included in the standaloneInd AS financial statements whose financial statements reflect total assets (net ofelimination) of '427.76 Crores at March 31 2017 and total revenues (net of elimination)of '1208.30 Crores for the year ended on that date our report on the adequacy andoperating effectiveness of the internal financial controls over financial reporting forthe Company under Section 143(3)(i) of the Act insofar as it relates to the aforesaidbranches and an unincorporated joint venture is solely based on the information providedby the auditors of such branches/ unincorporated joint venture. Our opinion is notmodified in respect of this matter.

For BGJC & Associates LLP

(formerly BGJC & Associates)

Chartered Accountants

Firm Registration Number: 003304N

Darshan Chhajer

Partner

Membership Number: 088308 Place: Gurugram Date: May 27 2017