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Brahmaputra Infrastructure Ltd.

BSE: 535693 Sector: Infrastructure
NSE: N.A. ISIN Code: INE320I01017
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NSE 05:30 | 01 Jan Brahmaputra Infrastructure Ltd
OPEN 18.50
PREVIOUS CLOSE 18.50
VOLUME 282
52-Week high 27.50
52-Week low 16.35
P/E
Mkt Cap.(Rs cr) 54
Buy Price 18.50
Buy Qty 118.00
Sell Price 19.30
Sell Qty 1000.00
OPEN 18.50
CLOSE 18.50
VOLUME 282
52-Week high 27.50
52-Week low 16.35
P/E
Mkt Cap.(Rs cr) 54
Buy Price 18.50
Buy Qty 118.00
Sell Price 19.30
Sell Qty 1000.00

Brahmaputra Infrastructure Ltd. (BRAHMAPUTRAINF) - Auditors Report

Company auditors report

TO

THEMEMBERSOF

BRAHMAPUTRA INFRASTRUCTURE LIMITED

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of BRAHMAPUTRAINFRASTRUCTURE LIMITED (“the Company”) which comprise the Balance Sheet asat 31st March 2019 and the Statement of Profit and Loss (including Other ComprehensiveIncome) the Cash Flow Statement and the Statement of Changes in Equity for the year endedand a summary of the significant accounting policies and other explanatory information.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the financial position of theCompany as at 31st March 2019 and its profit total comprehensive income its cash flowsand the changes in equity for the year 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. We are independent of the company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia and we have fulfilled our other ethical responsibilities in accordance with theprovisions of the Companies Act 2013. We believe that the audit evidence we have obtainedis 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 financial year. Thesematters were addressed in the context of our audit of the financial statements as a wholeand informing our opinion thereon and we do not provide a separate opinion on thesematters excepts

1. We draw attention to the Financial Statements which describes about “NoProvision made for Slow Moving WIP” amounting to Rs. 62.30 Crore.

Our opinion is not modified in respect of this matter.

2. Note: The Management has not considered the unpaid interest while calculating thecurrent tax based on the fact that they will clear the same on or before the date ofIncome tax Audit or 30th September 2019 whichever is earlier.

Our opinion is not modified in respect on this matter.

Responsibilities of the Management and Those Charged with Governance for the IndASStandalone 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 IndAS financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) prescribed under Section 13(3)ofthe Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

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 annual standalone financial statements. As part of an audit in accordancewith SAs we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:

• Identify and assess the risks of material misstatement of the IndAS Standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal controls relevant to the audit in order todesign audit procedures that are appropriate in the circumstances but not for the purposeof expressing an opinion on whether the Company has in place an adequate internalfinancial controls system over financial reporting and the operating effectiveness of suchcontrols.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the ability ofthe company to continue as a going concern. If we conclude that a material uncertaintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the IndAS Standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the IndAS Standalonefinancial statements including the disclosures and whether the IndAS Standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial informationof the entities or business activities within the company to express an opinion on theIndAS Standalone financial statements. We are responsible for the direction supervisionand performance of the audit of the financial statements of such entities included in theIndAS Standalone 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 safe guards.

Fromthematterscommunicatedwiththosechargedwithgovernancewedeterminethosemattersthatwereof most significance in the audit of the IndAS Standalone financial statements of thecurrent period and are there fore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

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 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 the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of accounts.

d) In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act read with relevant rulesissued thereunder.

e) On the basis of the written representations received from the Directors as on 31stMarch 2019 taken on record by the Board of Directors none of the Directors isdisqualified as on 31st March 2019 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 Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the Rule 11 of the Companies (Audit and Auditors) rules 2014 in ouropinion and 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 in its Ind AS financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses on long term contracts including derivativecontracts.

iii. There has been no delay in transferring amounts which were required to betransferred to the Investor education and 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 “Annexure B” a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

For NAVEEN ATMARAM GARG & CO.

CHARTERED ACCOUNTANTS

Firm Registration. No. 324383E

(NAVEEN GARG)

PROPRIETOR

M. No. 060338

PLACE: Guwahati

DATED: 29-06-2019

ANNEXURE - “ A” TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 (f) under 'Report on Other Legal and RegulatoryRequirements' Section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting 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 BRAHMAPUTRAINFRASTRUCTURE LIMITED (“the Company”) as of 31 st March 2019 in conjunctionwith our audit of the 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 responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable 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 the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively 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 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 o f 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) 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 authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial 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 financialcontrols over financial reporting to future periods are subject to the risk that theinternal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay 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 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For NAVEEN ATMARAM GARG & CO

CHARTERED ACCOUNTANTS

Firm Registration. No. 324383E

(NAVEEN GARG)

PROPRIETOR

M. N o.060338

PLACE: Guwahati

DATED: 26-06-2019

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)

I. (a) The Company has maintained proper records showing full particulars includingquantitative details and Situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) According to the information and explanations given to us and the records examinedby us including registered title deeds we report that the title deeds comprising allthe immovable properties of land and buildings which are freehold are held in the name ofthe Company as at the Balance Sheet date. In respect of immovable properties of land thathave been taken on lease and disclosed as property plant and equipment in the financialstatements the lease agreements are in the name of the Company where the Company is thelessee in the agreement.

ii. According to the information and explanations given to us the inventory has beenphysically verified during the year by the management. In our opinion the frequency ofsuch verification is reasonable. The discrepancies noticed on verification between thephysical stocks and the book records were not material and have been dealt with in booksof accounts.

iii. According to the information & explanation given to us the company hasgranted unsecured loans to Three Companies (All Subsidiaries) covered in the registeredmaintained u/s 189 of the Companies Act .The maximum amount involved during the year wasRs 461.79 Lakhs and year end balance of the loans granted to subsidiaries were Rs. 461.79Lakhs.

a. The Terms and Conditions of grant of such loans are not prejudicial to the companyinterest as the loans are given to Subsidiaries Companies.

b. The parties wherever applicable are regular in repayment of principal amounts asstipulated.

c. Not Applicable as there is no overdue amount.

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 Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposit from the public in accordance with the provisions ofSections 73 to 76 or any other relevant provisions of the Act and the rules framedthereunder. Accordingly paragraph 3(v) of the Order is not applicable to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to theCompanies (Cost Records and Audit) Rules 2014 as amended prescribed by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013 and are of theopinion that prima facie the prescribed cost records have been made and maintained.

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

(a) The Company has generally not been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income Tax Sales Tax Service TaxCustoms Duty Excise Duty Value Added Tax Goods and Service Tax Cess and otherstatutory dues to the appropriate authorities during the year. There were no undisputedamounts payable in respect of Provident Fund Employees' State Insurance Income TaxSales Tax Service Tax Customs Duty Excise Duty Value Added Tax Goods and Service TaxCess and other statutory dues in arrears as at 31st March 2019 for a period of more thansix months from the date they became payable.

(b) According to information and explanations given to us the detail of undisputedamounts payable in respect of Service Tax Sales Tax TDS etc. are in arrears as at 31 stMarch 2019 for a period of more than six months from the date of they became payable isas under;

Nature of Amount Amount Outstanding as on 31st March 2019 for More than 6 Months from the date become payable
Service Tax Rs. 643.82 Lakhs
TDS Rs. 69.31 Lakhs
Interest on TDS Payable Rs. 51.76 Lakhs
TDS Late Filing Fees Rs 1.12 Lakhs
Interest on Service Tax Payable Rs. 43.61 Lakhs
Vat / Entry Tax / W C T Rs. 537.24 Lakhs
Provident Fund/ESI and Prof. Tax Rs. 9.21 Lakhs
ROC Fees Payable Rs. 1.40 Lakhs
GST Payable Rs 416.95 Lakhs

c) According to the information and explanation given to us there are no dues of salestax income tax customs duty wealth tax excise duty and cess which have not beendeposited on account of any dispute except in respect of the following disputedliabilities pending for adjudication at different appellate authorities ;

Name of the statute Nature of the dues Amount (Rs in Lacs) Forum where dispute is pending
West Bengal Vat Act Vat Liability for Project Executed in West Bengal (to be confirmed) 98.31 Pending before Commissioner
UP Vat Act Vat Liability for Lucknow Project/Penalty for Non Submission of C Form 168.11 Pending before Commissioner
Service Tax Service tax Demand including penalty raised by Service tax Department 710.62 Pending Before Additional District Judge of Saket Court (Delhi)
Income Tax Demand including interest u/s 153A/143(3) raised by Income Tax D epartm ent in respect of AY 2006-07 to 2011-12 156.58 Pending before ITAT New Delhi
Income Tax Demand including interest u/s 147/143(3) raised by Income Tax Departm ent in respect of AY 2011-12 736.65 Pending before CIT
Income Tax Penalty for late filing of TDS returns 10.63 Pending before CIT

viii. As per Books and Records maintained by the company and according to theinformation and explanations given to us the company has defaulted in repayment of duesto financial institutions and banks. Such continuing default as on balance sheet date wereof Rs. 8534.61 Lakhs as reported in Annx no. 3 to financial statements. Month wise detailand amount of Such Defaults are attached as per Annexure - C.

xi. The Company did not raise any money by way of initial public offer and furtherpublic offer (including debt instrument). To the best of our knowledge and belief andaccording to the information and explanations given to us there were no term loansavailed by the company. Accordingly paragraph 3 (ix) of the Order is not applicable.

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. According to the information and explanations given to us the company has paid/provided for managerial remunerations in accordance with the requisite approvals mandatedby the provisions of Sec 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly paragraph 3 (xii) of the Order is notapplicable.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Ind AS Financial Statements as required by theapplicable Indian Accounting Standards.

xiv. According to the information and explanations given to us and based on ourexamination of the records the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.Accordingly paragraph 3 (xiv) of the Order is not applicable.

xv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3 (xv)of the Order is not applicable.

xvi. According to information and explanations given to us the Company is not requiredto be registered under Section 45 IA of the Reserve Bank of India Act 1934. Accordinglyparagraph 3 (xv) of the Order is not applicable.

For NAVEEN ATMARAM GARG & CO

CHARTERED ACCOUNTANTS

Firm Registration. No. 324383E

(NAVEEN GARG)

PROPRIETOR

M. No. 060338

PLACE: Guwahati

DATED: 26-06-2019