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BDR Buildcon Ltd.

BSE: 532681 Sector: Infrastructure
NSE: BDR ISIN Code: INE766Q01014
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BDR Buildcon Ltd. (BDR) - Auditors Report

Company auditors report

TO THE MEMBERS OF BDR BUILDCON LIMITED.

Report on the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind-AS financial statements of BDRBUILDCON LIMITED

("the Company") which comprise the Balance Sheet as at March 31 2019 andthe statement of profit and loss (including other comprehensive income) the statement ofchanges in equity and statement of cash flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information.

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 Companies Act 2013 in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2019 and its statement of profit and loss(including other comprehensive income) the statement of changes in equity and statementof cash flows for the year then 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 thestandalone Ind-AS Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the financial 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

We have determined that there are no key audit matters to communicate in our report.

Responsibilities of Management and those charged with Governance for Standalone Ind ASFinancial 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 changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements the managements 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.

That Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind-ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind-AS financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the

Central Government of India in terms of sub-section (11) of section 143 of theCompanies Act 2013 we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by section 143(3) of the Act we further 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 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 Statement of Cash flow dealt with bythis Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind-As financial statements comply withthe Indian Accounting Standards specified under Section 133 of the Act read with companies(Indian Accounting Standard ) Rules 2015 as amended;

(e) On the basis of written representations received from the directors as on March 312019 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 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".

3. 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 does not have any pending litigations which would impact its financialposition.

(ii) The Company did not have any long-term contracts including derivative contracts.

(iii) There has not been an occasion in case of the Company during the year underreport to transfer any sums to the Investor Education and Protection Fund. The question ofdelay in transferring such sums does not arise.

For SANJAY CHOPRA & CO. CHARTERED ACCOUNTANTS FIRM REG. NO.: 011074N

-SD-

SANJAY CHOPRA PARTNER

FCA M. No.: 084810

Place: New Delhi Date: 20.05.2019

ANNEXURE "A" TO THE AUDITOR'S REPORT REFERRED TO

IN PARAGRAPH 1 UNDER REPORT ON OTHER LEGAL & REGULATORY REQUIREMENTS OF OUR REPORTOF EVEN DATE

Re: BDR BUILDCON LIMITED

(i) Since the Company had no fixed assets during the year this clause is notapplicable.

(ii) Since the Company had no inventory during the year this clause is not applicable.

(iii) According to the information and explanation given to us the company has notgranted any loan to companies firms limited liability partnerships or other partiescovered in register maintained under Section 189 of the Companies Act 2013.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits under the provisions of section 73 to 76 or anyother relevant provisions of the Companies Act 2013 and the rules framed there under.Accordingly the provision of clause 3(v) of the order is not applicable to the company.

(vi) According to the information and explanation given to us government has notprescribed maintenance of cost records under sub section (1) of section 148 of theCompanies Act 2013 for the products of the company.

(vii) (a) The Company has generally been regular in depositing undisputed statutorydues including provident fund employee's state insurance income tax duty of customsGoods & Service tax (GST) Cess and any other statutory dues applicable to theappropriate authorities. According to the information and explanations given to us noundisputed amounts payable in respect of such statutory dues were outstanding as at 31stMarch2019 for a period of more than 6 month from the date they become payable.

(b) According to the information and explanations given to us and based on the recordsof the company examined by us there are no dues of Income-tax Duty of Custom and goods& service tax (GST) which have not been deposited on account of any dispute.

(viii) According to the information and explanation given to us there were no dues toany financial institution or bank or debenture holders.

(ix) According to the information and explanations given to us the company did notraise moneys by way of initial public offer or further public offer (including debtinstruments) or term loans during the year.

(x) During the course of our examination of the books and records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to the audit procedures performed and information and explanations given by themanagement we have neither come across any instance of fraud by the Company nor any fraudon the company by its officers or employees has been noticed or reported during the courseof our audit.

(xi) As the Company has not paid any managerial remuneration during the financial yearthis clause is not applicable.

(xii) Since the company is not a Nidhi Company this clause is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe transactions with the related parties are in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the Ind ASFinancial Statements as required by the applicable India Accounting Standards.

(xiv) According to the information and explanations given to us and on the basis ofreview of documents we are of the opinion that the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review.

(xv) In our opinion and according to the information and explanations given to us thecompany has not entered into any non-cash transactions with directors or persons connectedwith him as mentioned under the provisions of section 192 of the Companies Act 2013.

(xvi) In our opinion and according to the information and explanations given to usthe company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934.

For SANJAY CHOPRA & CO.
CHARTERED ACCOUNTANTS
FIRM REG. NO.: 011074N
-SD-
Place: New Delhi SANJAY CHOPRA
Date: 20.05.2019 PARTNER
FCA M. No.: 084810

"Annexure B" to the Auditor's Report

Referred to the clause (f) under ‘Report on other legal and Regulatoryrequirements of our report of even date

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 internal financial controls over financial reporting of BDRBUILDCON LIMITED ("the Company") as of March 31 2019 in conjunction withour audit of the standalone Ind-AS financial statements of the Company for the year endedon that 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" (the

‘Guidance Note'). 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 Companies Act 2013.

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 Controls Over Financial Reporting(the "Guidance Note") issued by ICAI and the standards on auditing prescribedunder section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 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 March 31 2019 based on"the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For SANJAY CHOPRA & CO.
CHARTERED ACCOUNTANTS
FIRM REG. NO.: 011074N
-SD-
SANJAY CHOPRA
Place: New Delhi PARTNER
Date: 20.05.2019 FCA M. No.: 084810