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Bharat Road Network Ltd.

BSE: 540700 Sector: Infrastructure
NSE: BRNL ISIN Code: INE727S01012
BSE 00:00 | 25 Mar 94.00 -3.00
(-3.09%)
OPEN

95.00

HIGH

97.85

LOW

94.00

NSE 00:00 | 25 Mar 94.35 -3.30
(-3.38%)
OPEN

97.85

HIGH

97.90

LOW

93.60

OPEN 95.00
PREVIOUS CLOSE 97.00
VOLUME 1170210
52-Week high 202.00
52-Week low 77.00
P/E 29.94
Mkt Cap.(Rs cr) 789
Buy Price 93.75
Buy Qty 791.00
Sell Price 96.20
Sell Qty 20.00
OPEN 95.00
CLOSE 97.00
VOLUME 1170210
52-Week high 202.00
52-Week low 77.00
P/E 29.94
Mkt Cap.(Rs cr) 789
Buy Price 93.75
Buy Qty 791.00
Sell Price 96.20
Sell Qty 20.00

Bharat Road Network Ltd. (BRNL) - Auditors Report

Company auditors report

To

The Members of

Bharat Road Network Limited

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Bharat RoadNetwork Limited ("the Company") which comprises the Balance Sheet as atMarch 31 2018 the Statement of Profit and Loss (including other comprehensive income)the Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of the significant accounting policies and other explanatory information(herein after referred to as "standalone Ind AS financial statements.").

Management's Responsibility for the Standalone 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 the stateof affairs (financial position) profit and loss (financial performance including othercomprehensive income) cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) prescribed under section 133 of the Act read with relevant rules issuedthereunder and other accounting principles generally accepted in India.

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 judgements and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial 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 misstatements 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 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 as 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 anddisclosures in the Standalone Ind AS financial statements. The procedures selected dependon the auditors' judgment including the assessment of the risks of the 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 reasonableness of the accounting estimates made by the Company's Boardof Directors 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 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 including the Ind AS of thestate of affairs (financial position) of the Company as at March 31 2018 and its profit(financial performance including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

Emphasis of Matter

Attention is invited to Note 27.4 of the standalone Ind AS Financial Statementsregarding investments in Special Purpose Vehicles formed as per Concession Agreement andguidelines of respective government authority and treatment of such investments asQualifying Asset which is based on the legal opinion and capitalization of directlyattributable borrowing costs incurred in respect thereof.

Our opinion is not modified in respect of the said matter.

Other Matter

The comparative financial information of the Company for the year ended March 31 2017and the transition date opening balance sheet as at April 1 2016 included in thesestandalone IND AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with relevant Act and Rules thereunderaudited by the predecessor auditor whose report for the year ended March 31 2017 andMarch 31 2016 dated April 26 2017 and September 19 2016 respectively expressed anunmodified opinion on those financial statements as adjusted for the differences in theaccounting principles adopted by the Company on transition to the Ind AS which has beenaudited by us.

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 Section 143(11) of the Act andaccording to the information and explanations given to us and also on the basis of suchchecks as we considered appropriate we give in the "Annexure A" a statement onthe 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 opinion proper books of accounts 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) Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account;

d) In our opinion the aforesaid Standalone Ind AS financial statements comply with theIndian Accounting Standards (Ind AS) specified under Section 133 of the Act read withrelevant Rules 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 none of the directors is disqualifiedas on March 31 2018 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) 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. To the best of our information and according to the explanations given to us thereis no pending litigations (Other than those already recognised in the accounts) havingmaterial impact on the financial position of the Company. (Refer Note 27.5 of thestandalone Ind AS financial statements)

ii. The Company does not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses;

iii. There was no amount required to be transferred to the Investor Education andProtection Fund by the Company.

For S. S. Kothari Mehta & Co.
Chartered Accountants
Firm Registration No. 000756N
Neeraj Bansal
Place: New Delhi Partner
Date: 29th May 2018 Membership No.095960

Annexure – "A" to the Independent Auditors' Report

To

The Members of

Bharat Road Network Limited

Report on the matters speci3 ed in paragraph 3 of the Companies (Auditor's Report)Order 2016 ("the Order") issued by the Central Government of India in terms ofsection 143 (11) of the Companies Act 2013 ("the Act") as referred to inparagraph 1 of‘Report on Other Legal and Regulatory Requirements' section

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

(b) These fixed assets have been physically verified by the management according to aphased programme designed to cover all the items during the year which in our opinion isreasonable having regard to the size of the company and nature of its assets. Inaccordance with this programme fixed assets were physically verified by the managementduring the reporting period and no discrepancies were noticed on such verification;

(c) As the Company has no immovable property provisions of clause (i) (c) of para 3 ofthe said order is not applicable to the Company.

(ii) As the Company has no inventory provisions of clause (ii) of para 3 of the saidorder is not applicable to the company.

(iii) The Company has granted unsecured loan/advances to companies covered in registermaintained under section 189 of the Act. With respect to the said loan/advances we haveto state that;

a) In our opinion the terms and conditions of the grant of such loans/advances are notprejudicial to the interest of the company.

b) These unsecured loans/advances are repayable on demand. These loans/advances carryinterest in the form of yield and are receivable as and when due as per the terms of theagreement.

c) The total amount overdue for more than 90 days is Nil.

(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 Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

(v) The Company has not accepted any deposits and hence the directives issued by theReserve Bank of India and the provisions of sections 73 to 76 or any other relevantprovisions of the Act and the rules framed hereunder are not applicable.

(vi) The provisions regarding maintenance of cost records under section 148 (1) of theAct are not applicable to the Company.

(vii) (a) According to information and explanations given to us and the records of thecompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax service tax duty of customs duty of excise value added taxgoods and service tax cess and any other statutory dues to the appropriate authorities.There are no arrears of outstanding undisputed statutory dues as on the last day of thefinancial year concerned for a period of more than six months from the date they becamepayable.

(b) According to information and explanations given to us and the records of thecompany examined by us there is no dues outstanding in respect of income tax sales taxservice tax duty of customs duty of excise goods and service tax and cess as at 31March 2018 on account of disputes.

(viii) The Company has defaulted in repayment of principal amount and interest sinceDecember 142017 to one of the financial institution (NBFC) of principal amounting to`5000.00 lakhs and interest (net of TDS) `166.44 lakhs (till March 31 2018). Refer Note14 (ii) (i) of the notes to the Financial Statements.

(ix) Company has issued 29300000 equity shares of `10/- each at a premium of `195per share by way of initial public offer. The utilisation of IPO proceeds is in accordancewith the terms of the prospectus. Further the term loans raised by the company during theyear were applied for the purpose for which they were obtained.

(x) To the best of our knowledge and according to information and explanations given tous no fraud by the Company or no fraud on the Company by its officers or employees hasbeen noticed or reported during the year.

(xi) The managerial remuneration has been paid or provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theAct.

(xii) The Company is not a Nidhi Company hence clause (xii) of the Order is notapplicable to the Company.

(xiii) According to the information and explanation given to us and on the basis ofour examination of the records the company has transacted with the related parties whichare in compliance with sections 177 and 188 of the Act and the details have been disclosedin the financial statements – Refer Note 28.1 to the financial statements.

(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year and hence paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) The Company has not entered into non-cash transactions with directors or personsconnected with the directors and therefore provisions section 192 of Act not applicable.

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

For S. S. Kothari Mehta & Co.
Chartered Accountants
Firm Registration No. 000756N
Neeraj Bansal
Place: New Delhi Partner
Date: 29th May 2018 Membership No.095960

Annexure – "B" to the Independent Auditors' Report

To

The Members of

Bharat Road Network Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") as referred to in paragraph 2(f) ofReport on Other Legal and Regulatory Requirements' section

We have audited the internal financial controls over financial reporting of Bharat RoadNetwork Limited ("the Company") as of March 31 2018 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 responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial 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 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 standalone Ind AS 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 standalone Ind AS financial statements for external purposes in accordancewith generally accepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

b) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of Management and Directors of the Company; and

c) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial e3 ect 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 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 generally operating effectively as at March 31 2018 basedon "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 S. S. Kothari Mehta & Co.
Chartered Accountants
Firm Registration No. 000756N
Neeraj Bansal
Place: New Delhi Partner
Date: 29th May 2018 Membership No.095960