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BCPL Railway Infrastructure Ltd.

BSE: 542057 Sector: Engineering
NSE: N.A. ISIN Code: INE00SW01015
BSE 00:00 | 17 May 44.80 0.45
(1.01%)
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46.30

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47.15

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NSE 05:30 | 01 Jan BCPL Railway Infrastructure Ltd
OPEN 46.30
PREVIOUS CLOSE 44.35
VOLUME 178060
52-Week high 114.60
52-Week low 35.00
P/E 9.98
Mkt Cap.(Rs cr) 75
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 46.30
CLOSE 44.35
VOLUME 178060
52-Week high 114.60
52-Week low 35.00
P/E 9.98
Mkt Cap.(Rs cr) 75
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BCPL Railway Infrastructure Ltd. (BCPLRAILWAY) - Auditors Report

Company auditors report

To the Shareholders of BCPL Railway Infrastructure Limited.

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of BCPL Railway InfrastructureLimited. (“the Company”) which comprise the balance sheet as at 31st March2020 and the statement of profit and loss and statement of cash flows for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2020 and its profit and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we based on the information and explanations given to usby the Management are of the opinion that the Management of the Company is takingadequate steps to address the matters and the stance taken by the Management are notdetrimental to the interest of the Company.

Key Audit Matter Response to Key Audit
Matter
Slow Movement in projects under Joint Venture with Joint Venture Partner M/S. EMC Limited Note 30(f) of Notes to Financial Statements An amount of Rs. 56459225 Pv. Yr. Rs.56681969 is involved in three Railway Contracts in which BCPL is a partner with M/S. EMC Limited. Out of Rs. 56459225 Rs. 5000000 is due from M/S. EMC Limited against the invocation of Bank Guarantee that was mobilised by BCPL on behalf of the Joint Venture by the Railways against termination of one contract . As explained by the Management two out of the three contracts are in the final stages of completion and can be completed if M/S. EMC executes the pending works post which the dues of BCPL can be realised.
In the opinion of the Management and as per the Minutes of the Meetings between BCPL and EMC EMC would complete the work.
Conclusion
Keeping in view the understanding of the Management in the matter and documentary evidence of discussion with M/S. EMC Ltd. we agree with the Management's perception.
As informed by the Management accounts of the Joint Ventures in which BCPL is a partner have not been prepared for the financial year 2019-2020. The Management is of the view that in absence of any major activities in the Joint Ventures the financial position or profitability of BCPL is unlikely to experience any major change because of the workings of the Joint Ventures.
Conclusion
Keeping in view the understanding of the Management in the matter and details of the activities in the Joint Ventures produced before us we agree with the Management's perception.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the Directors' Report but does not include the financial statementsand our audit report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

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 financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate implementation and maintenance ofaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror. In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so. The Board of Directors are also responsible for overseeing thecompany's financial reporting process.

Auditor's Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. The company being a privatelimited company and also not meeting the criteria for internal financial control overfinancial reporting we are not liable for expressing our opinion on whether the companyhas internal financial controls with reference to Financial Statements in place and theoperating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

Other Matter

We draw attention to the following matters in the Notes to the Standalone financialstatements for which no provision has been made in the Accounts:

a) Note No 30a. to the financial statements which describes the disputed demands in thematter of indirect taxes totalling Rs. 41432687 plus applicable interest.

b) An Amount of Rs. 3407494 has been claimed by the Company as refund from Income TaxDepartment but the Income Tax Department has a counter claim of Rs. 4265938 against noncredit of TDS as reflected in Note No. 30e to the financial statements.

c) Provision for interest due to MSME against overdue amounts has not been made in theAccounts. The amount of Interest stands at 136810.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 (“theOrder”) as amended issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the “Annexure A” astatement on the matters specified in paragraphs 3 and 4 of the Order.

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 bestof our knowledge and belief were necessary for the purpose of our audit; b. in our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;

c. the Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account

d. in our opinion the aforesaid Standalone financial statements comply with theAccounting Standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules2014.

e. On the basis of written representations received from the directors as on March 312020 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2020 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 “Annexure B”.

g. In our opinion and to the best of our information and according to the explanationsgiven to us we report as under with respect to other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014:

I. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements Refer Note No.30 to the financial statements ;

II. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

III. There were no amounts which required to be transferred by the Company to theInvestor Education and Protection Fund.

For Jain Seth & Co.
Chartered Accountants
Sd/-
R.K. Sureka
Partner
Membership No.056451
Firm Regn. No. 002069W
Kolkata June 30 2020

“Annexure A” to the Independent Auditors' Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal &Regulatory Requirement' of our report of even date to the financial statements of theCompany for the year ended March 312020.

1) (a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets; (b) The Fixed Assets havebeen physically verified by the management in a phased manner designed to cover all theitems over a period of three years which in our opinion is reasonable having regard tothe size of the company and nature of its business. Pursuant to the program a portion ofthe fixed asset has been physically verified by the management during the year and nomaterial discrepancies between the books records and the physical fixed assets have beennoticed.

(c) The title deeds of immovable properties are held in the name of the erstwhilepartnership firms M/S. Bapi Construction and M/S. U.K. Construction which have been takenover by the Company w.e.f 01/04/2008.

2) (a) The management has conducted the physical verification of inventory atreasonable intervals.

b) The discrepancies noticed on physical verification of the inventory as compared tobooks records which have been properly dealt with in the books of account were notmaterial.

3) The Company has not granted any loans secured or unsecured to companiesfirms Limited Liability partnerships or other parties covered in the Register maintainedunder section 189 of the Act. Accordingly the provisions of clause 3 (iii) (a) to (C) ofthe Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to usthe company has complied with the provisions of section 185 and I86 of the Companies Act2013 in respect of loans investments guarantees and security with the exception of thefacilities availed by Phoenix Overseas Ltd. from Bank of India for which CorporateGuarantee of the Company has been given to Bank of India.

5) The Company has not accepted any deposits from the public and hence thedirectives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 orany other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us the maintenance of Cost Records has not been specified bythe Central Government under sub-section (1) of Section 148 of the Act in respect of theactivities carried on by the company.

7) (a) According to information and explanations given to us and on the basis ofour examination of the books of account and records the Company has been generallyregular in depositing undisputed statutory dues including Provident Fund Employees StateInsurance Income-Tax Sales tax Service Tax Duty of Customs Duty of Excise Valueadded Tax Cess and any other statutory dues with the appropriate authorities. Accordingto the information and explanations given to us no undisputed amounts payable in respectof the above were in arrears as at March 31 2020 for a period of more than six monthsfrom the date on which they became payable.

b) According to the information and explanation given to us dues amounting to Rs.41432687 on account of sales tax service tax value added tax are outstanding onaccount of disputes. (Refer Note No. 30a.)

Forum where disputes are pending Period to which dispute s relate Demand As at 31 March 2020(Rs.) Demand As at 31 March 2019(Rs.)
1) W.B. Appellate & Revisiona l Board Kolkata FY 2006- 07 1940811 1940811
2) W.B. Appellate & Revisiona l Board Kolkata FY 2005- 06 9224466 9224466
3) Commissi oner of Sales Tax Bhubane swar Orissa 01.04.2 005 to 30.11.2 008 4747350 4747350
4) Customs Excise & Service Tax Appelate Tribunal Kolkata FY 2008- 09 4036522 4036522
5) Customs Excise & Service Tax Appelate Tribunal Kolkata ** FY 2006- 07 to FY 2011- 12 645824 645824
6) Customs Excise & Service Tax Appelate Tribunal Kolkata ** FY 2012- 13 to FY 2016- 17 1628325 1628325
7) Asst. Comm of Commerc ial Taxes Uttar Pradesh FY 2014- 15 1189478 1189478
7) Asst. Comm of Sales Tax Cuttack Odisha FY 2008- 09 to 2011- 12 3364980 3364980

** Excluding Interest and Penalty not yet determined

8) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of dues to banks. The Company has not takenany loan either from financial institutions other than Banks or from the government andhas not issued any debentures.

9) In our opinion and according to the information and explanations given to usthe Company has used the funds for the purpose for which the funds were raised throughpublic issue in the earlier year.

10) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act;

12) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.

Accordingly the provisions of clause 3 (xiv) of the Order are not applicable to theCompany and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with then. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.

16) In our opinion the company is not required to be registered under section 45 IA ofthe Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi) ofthe Order are not applicable to the Company and hence not commented upon.

For Jain Seth & Co.
Chartered Accountants
Sd/-
R.K. Sureka
Partner
Membership No.056451
Firm Regn. No. 002069W
Kolkata June 30 2020

Annexure - B to the Auditors' Report Dated 30/06/2020

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (“the Act”)

We have audited the the internal financial controls over financial reporting of BCPLRAILWAY INFRASTRUCTURE LIMITED ('the Company') as of 31-03-2020 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining InternalFinancial Control 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 (ICAI)”. Theseresponsibilities include the Design Implementation and Maintenance of Adequate InternalFinancial Controls that were Operating Effectively for ensuring the orderly and efficientconduct of business including adherence to Company's policies the safeguarding of itsassets the Prevention and Detection of Frauds and Errors the accuracy and completenessof the Accounting Records and the Timely Preparation of Reliable Financial Informationas 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 on Audit of Internal Financial Control over Financial Reporting(the “Guidance Note”) and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of Internal Financial Controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate Internal Financial Controls over Financial Reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the InternalFinancial Controls System over Financial Reporting and their Operating Effectiveness. Ouraudit of Internal Financial Controls over Financial Reporting included obtaining anunderstanding of Internal Financial Controls over Financial Reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of Internal Control based on the assessed risk. The procedures selecteddepend on the Auditor's Judgement including the Assessment of the Risks of MaterialMisstatement of the Financial Statements whether due to Fraud or Error. We believe thatthe Audit Evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company's Internal Financial Controls System over FinancialReporting.

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 authorizations ofmanagement and directors of the company; and (3) Provide reasonable assurance regardingprevention or timely detection of unauthorized 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 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 the Company has in all material respects an adequate InternalFinancial Controls System over Financial Reporting and such Internal Financial Controlsover Financial Reporting were operating effectively as at 31st March 2020 based on“the Internal Financial Controls over Financial Reporting criteria established by theCompany considering the essential components of Internal Control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.”

For Jain Seth & Co.
Chartered Accountants
R.K. Sureka
Partner
Membership No.056451
Firm Regn. No. 002069W
Kolkata June 30 2020

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