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BF Utilities Ltd.

BSE: 532430 Sector: Infrastructure
NSE: BFUTILITIE ISIN Code: INE243D01012
BSE 00:00 | 18 Mar 194.55 -1.90
(-0.97%)
OPEN

196.40

HIGH

197.85

LOW

191.80

NSE 00:00 | 18 Mar 194.90 -0.50
(-0.26%)
OPEN

196.05

HIGH

197.35

LOW

191.60

OPEN 196.40
PREVIOUS CLOSE 196.45
VOLUME 59612
52-Week high 444.00
52-Week low 147.75
P/E 24.94
Mkt Cap.(Rs cr) 733
Buy Price 194.55
Buy Qty 17.00
Sell Price 194.55
Sell Qty 16.00
OPEN 196.40
CLOSE 196.45
VOLUME 59612
52-Week high 444.00
52-Week low 147.75
P/E 24.94
Mkt Cap.(Rs cr) 733
Buy Price 194.55
Buy Qty 17.00
Sell Price 194.55
Sell Qty 16.00

BF Utilities Ltd. (BFUTILITIE) - Auditors Report

Company auditors report

To

The Members BF Utilities Limited Pune.

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of BF UTILITIESLIMITED ("the Company") which comprise the Balance Sheet as at 31 March2018 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement CashFlows and the Statement of Changes in Equity for the year then ended and a summary ofsignificant accounting policies and other explanatory information.

Management' 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 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 (Ind AS) prescribedunder section 133 of the Act.

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; 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.

Auditor's Responsibility

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

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions 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 auditor's judgement 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 obtained by us 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 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 31 March2018 and its profit total comprehensive income its cash flows andthe changes in equity for the year then ended on that date.

Emphasis of Matters

Without qualifying our Audit Report we draw attention to the following matters in theNotes to the Ind AS financial statements:

(a) We draw attention to Note No.34 to the accompanying Ind AS financial statements. Asmentioned therein there are certain litigations by and against the Company and thesubsidiaries of the Company that are yet to be decided by various courts and the matteris subjudice. No cognizance thereof is taken in the preparation of the Ind AS financialstatements pending the final outcome of these cases. During the yeardue to dispute withthe service provider Company's windmills were partly non-operational there by adverselyaffecting power generation.

The management has taken all possible steps to restore the operations.

Note 34-

Certain litigations by and against the Company and the subsidiaries of the Company arepending in various courts and the matter is subjudice. No cognizance thereof is taken inthe preparation of the Ind AS financial statements pending final outcome of the cases.

During the year due to dispute with the service provider Company's windmills werepartly non-operational there by adversely affecting power generation. The management hastaken all possible steps to restore the operations.

(b) As stated in Note No.35 to the accompanying financial statements ConsolidatedFinancial Statements have not been prepared.

Note 35-

Nandi Highway Developers Ltd. (NHDL) Nandi Infrastructure Corridor Enterprises Ltd.(NICE) and Nandi Economic Corridor Enterprises Ltd. (NECE) which are the subsidiaries ofthe Company are in the process of finalising their accounts for the financial year ended31st March 2018 and hence they have not yet submitted the said audited financials to theCompany.

The Company will prepare consolidated financials once the audited accounts of all theabove mentioned subsidiaries are made available to the Company.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit we report to theextent applicable 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 and its joint operation so far as it appears from our examination of those booksand the reports of the other auditors. (c) The Balance Sheet the Statement of Profit andLoss including Other Comprehensive Income the Statement of Cash Flows and Statement ofChanges in Equity dealt with by this Report are in agreement with the relevant books ofaccount.

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards prescribed under section133 of the Act read with relevantrules issued thereunder.

(e) On the basis of the written representations received from the directors as on March31 2018 taken on record by the Board of Directors and the report of the statutory auditorof its joint operation company incorporated in India none of the directors isdisqualified as on March 312018 from being appointed as a director in terms of Section164(2) of the Act.

(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 A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Companycontrols over financial 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. ii. The Company has madeprovision as required under the applicable law or accounting standards for materialforeseeable losses if any on long-term contracts including derivative contracts. iii.There are no amounts which are that required to be transferred to the Investor Educationand Protection Fund by the Company.

2. 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 ofthe Act we give in the "Annexure B" a statement on the matters specified inparagraph 3 and 4 of the Order.

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'section of our report of even date) Report on the Internal Financial Controls OverFinancial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act2013 ("the Act")

We have audited the internal financial controls over financial reporting of BFUtilities Limited ("the Company") as of 31 March 2018 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management' 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.

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 Institute of Chartered Accountants of India andthe Standards on Auditing prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about 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 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 31 March 2018 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.

ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT

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

Re: BF Utilities Limited ("the Company")

i. In respect of the Company's fixed assets:

(a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) There is a regular programme of verification which in our opinion is reasonablehaving regards to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of registered documents provided to us we report thatthe title deeds comprising all the immovable properties of land and buildings which arefreehold are held in the name of the Company as at the balance sheet date.

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 such physical verification.

As explained to us inventories of Certified Emission Reduction (CER) and RenewableEnergy Certificate (REC) were verified electronically during the year by the management atreasonable intervals since the same is not physically verifiable and no materialdiscrepancies were noticed.

iii. During the year the Company has not granted any loans secured or unsecured tocompanies firms or other parties covered in the Register maintained under Section 189 ofthe Companies Act 2013.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of grant of loans making investments and providing guarantees and securitiesas applicable.

v. According to the information and explanations given to us the Company has notaccepted any deposits from the public.

vi. The provisions of clause (3) (vi) of the Order are not applicable to the Company asthe Company is not covered by the Companies (Cost Records and Audit) Rules 2014.

vii. According to the information and explanations given to us in respect of statutorydues:

(a) The Company is generally regular in depositing undisputed statutory dues includingprovident fund income tax sales tax goods and service taxservice tax value added taxcess and any other statutory dues to the appropriate authorities and there are no arrearsof outstanding statutory dues as at the last day of financial year concerned for a periodof more than six months from the date they became payable except in case of electricityduty payable for the period 1 April 2014 to 31 August 2016 total amounting Rs. 17856207.

(b) According to the information and explanations given to us there were no undisputedamounts payable in respect of provident fund income tax sales tax goods and servicetax service tax duty of customs duty of excise value added tax cess and othermaterial statutory dues in arrears as at March 31 2018 for a period of more than sixmonths from the date they became payable.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of loans from the government. The Company has nottaken any loans or borrowings from banks and financial institution and has not issueddebentures during the year.

ix. The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause 3 (ix)of the Order is not applicable to the Company.

x. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company and no fraud on the Company by its officers or employeeshas been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us by themanagement the company has paid / provided managerial remuneration in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of theOrder is not applicable to the company.

xiii. In our opinion and according to the information and explanations given to us theCompany is in compliance with section 177 and 188 of Companies Act 2013 whereapplicable for all the transactions with the related parties and the details of relatedparty transactions have been disclosed in the standalone Financial Statements etc. asrequired by the applicable 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 3 (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 anydirectors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable.

xvi. According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For Joshi Apte & Co.
Chartered Accountants
ICAI Firm Registration Number: 104370W
C. K. Joshi
Place: Pune Partner
Date: 3 May 2018 Membership No.: 030428