To the Members of Gammon India Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying Standalone Ind AS Financial Statements of Gammon IndiaLimited ("the Company") which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss including Other Comprehensive Income the Statement ofCash Flow and Statement of Changes in Equity for the year then ended and a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "Standalone Ind AS Financial Statements").
We did not audit the financial statement of Gammon India Limited - Nagpur Branch thatincorporates the financial results of the overseas branches at Algeria Nigeria BhutanAfghanistan Ethiopia Rwanda Yemen & Italy. The Ind AS Financial Statements of theNagpur Branch include total assets ' 70.96 Crore and total revenues of ' 7.88 Crore forthe period ended March 31 2017. The financial information of the aforesaid branch hasbeen audited by the Branch Auditors whose report has been received by us. Our opinion sofar as transactions of the said Branches are concerned is based solely on the Auditors'Report of the Branch Auditor.
Management's 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 the preparation ofthese Standalone Ind AS Financial Statements that give a true and fair view of thefinancial position financial performance including other comprehensive income and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Companies (Indian Accounting Standards) Rules 2015 (Ind AS)specified under Section 133 of the Act read with relevant rules thereon.
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 of theStandalone Ind AS Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
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 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 conductedour audit in accordance with the Standards on Auditing specified under Section 143(10) ofthe Act. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the Standalone Ind ASFinancial Statements are free from 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 auditor's judgment including the assessment of the risks of material misstatementof the Ind AS Financial Statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Standalone Ind AS Financial Statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by Company's directors as well asevaluating the overall presentation of the Standalone Ind AS Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit opinion on the Standalone Ind AS FinancialStatements.
Basis of Qualified Opinion
a. We invite attention to note no 39(c) relating to one of the subsidiaries M/sFranco Tosi Meccanica S.p.A (FTM). As described in the note the control of theoperating/core asset of the said FTM has been transferred to the successful bidder and theCompany is entitled only to the surplus arising out of disposal of non-core assets of FTMafter paying off all other creditors/liabilities of FTM. The funded and non-fundedexposure of the Company to FTM is ' 919.56 Crore (net of provisions made) as atMarch 31 2017 including towards the corporate guarantees and the bank guarantees issuedin favour of the said FTM. The management as detailed in the said note is awaiting thedetails of the surplus arising out of the disposal of the non-core assets and the recoveryof the liabilities therefrom. The management expects that the surplus will be adequate tocover the exposure. However in the absence of any indication of the value of the non-coreassets or the surplus we are unable to quantify the possible provision towards theexposure of the Company and therefore also the effect on the loss/profit of the Companyfor the year ended March 312017.
b. We invite attention to note no 7(i) detailing the recognition of claims duringthe previous year ended March 312016 in respect of on-going completed and/or terminatedcontracts. The aggregate amount of claims outstanding as at March 31 2017 is ' 871.01Crore after the transfer of claims under slump exchange scheme and BTA as detailed inaforesaid note. These claims are recognised only on the basis of opinion of an expert inthe field of claims and arbitration as part of the requirement of the Strategic DebtRestructuring scheme with the lenders. In view of the above-mentioned circumstances andfacts we are unable to comment upon the amounts recognised its realization and theconsequent effect on the financial statements for the year ended March 312017.
c. We invite attention to note no 39(b) relating to the Company's exposure toSofinter Group of ' 1000.33 Crore. As detailed in the note the Company despite holding67.50% does not have control over the operations of the Company as the same is in thecontrol of the lenders. The financials statements
of the said Sofinter group are not audited and are pending issuance of the Audit Reportby their Statutory Auditors on account of issues related to the lending limits that theGroup has access to. Gammon India Limited has not carried out impairment test of itsexposure to Group Sofinter and the available independent valuations are more than 24months old. We are therefore unable to state whether the said exposure needs to beimpaired or not.
d. We also invite attention to note no 39(d) relating to the Company's Exposure toCampo Puma Oriente S.A. of ' 291.97 Crore. In the light of the on-going disputewith the partners resulting in the financial statements not being finalised in view ofthe impairment testing of the said exposure not being carried out by Gammon India Limitedthe available independent valuations are more than 24 months old and the internalestimates of realisability not being backed by independent valuation we are unable tostate whether the said impairment carried out is adequate or not.
e. We invite attention to Note 28(a) of the Statement wherein the Company's Applicationfor managerial remuneration aggregating to ' 30.54 Crore for the Chairman andManaging Director has been rejected by the shareholders in their meeting held on June292017 The Board of Directors considering the efforts made by Chairman and ManagingDirector in steering the Company through the challenging times and the contribution madeby him in the CDR package on the recommendation of the Nomination and RemunerationCommittee has decided to seek shareholders approval afresh for waiver of remuneration paidto Chairman and Managing Director therefore no adjustments have been made for the amountof ' 30.54 Crore. Similarly for one of executive director the MCA has rejected theexcess remuneration of ' 0.59 Crore for which the Company is making a freshrepresentation. In the absence of the fresh approval of the shareholders as aforesaid weare unable to ascertain the impact on profits on this account for the quarter and yearended March 312017.
f. Trade receivables and loans and advances includes an amount of ' 438.65 Crorein respect of disputes in seven projects of the Company and/or its SPVs. The Company ispursuing legal recourse/ negotiations for addressing the disputes in favour of theCompany. Pending the conclusion of the matters we are unable to state whether anyprovisions would be required against the Company's exposure (refer Note 4(a)(iii)).
g. We invite attention to note no 39(g) relating to the exposure of the Company to asubsidiary engaged in real estate development in Bhopal. In the absence of any indicatorsof value arising out of the project we are unable to state whether any provision isrequired towards the exposure of ' 314.50 Crore.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matter described in Basis ofQualified Opinion paragraph the aforesaid Standalone Ind AS Financial Statements givethe information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India includingthe Ind AS under section 133 of the financial position of the Company as at March 312017 its financial performance including other comprehensive income its cash flows andthe statement of changes in equity for the year ended on that date.
Emphasis of Matter
Without qualifying our opinion we draw attention to the following matters;
a) We invite attention to the Note no 40 of the financial statement. There arecontinuing losses being incurred by the Company primarily on account of finance cost andthe liability-asset mismatch of the Company where the current liabilities includinginterest and principal defaults exceed the current assets by ' 2397.79 Crore.Further In view of the transfer of two of its business and the plans of the Company totransfer further businesses to subsidiaries to invite investors to run the business thecash flows of the Company to meet its obligations is dependent upon these businessdeclaring dividends or other cash flow to the Company or the Company being able tomonetise its stake in the businesses transferred and to be transferred as detailed in theaforesaid note. These conditions as detailed in note no 40 indicate existence of materialuncertainties relating to the timing and realization of the cash flows that may castsignificant doubt about the going concern assumptions.
b) We draw attention to Note no 4(a)(i) & 4(a)(ii) of the financial resultsrelating to recoverability of an amount of ' 60.99 Crore as at March 31 2017 undertrade receivables in respect of contract revenue where the Company has receivedarbitration awards in its favour in respect of which the client has preferred an appealfor setting aside the said arbitration awards recognition of claims while evaluating thejobs of ' 7.56 Crore where the Company is confident of recovery. The recoverabilityis dependent upon the final outcome of the appeals & negotiations getting resolved infavour of the Company.
c) We draw attention to Note 4(a)(iv) relating to the projects of real estate sectorwhere the exposure is ' 62.47 Crore. The management is confident of ultimate recovery ofthe amounts and we have relied on the management assertions of recoverability.
d) Attention is invited to Note no 39(f). The Branch Auditors' have made a matter ofemphasis relating to the outstanding net exposure of ' 27.65 Crore by way of TradeReceivables from SAE Powerlines S.r.l. ("SAE") Italy the Company's step-downsubsidiary as at 31st March 2017. The Management has received a non-binding offer from aprospective Investor under which the Company expects to realize the said dues from SAE.The Management is confident of recovery of the said outstanding receivables from SAE andhence no provision is required in connection therewith.
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 ofthe Act we give in the Annexure A a statement on the matters specified in paragraphs 3and 4 of the said Order.
2. As required by section 143 (3) of the Act we report that:
(a) we have sought and except for the possible effects of the matter described in Basisof Qualified Opinion paragraph obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion except for the possible effects of the matter described in Basis ofQualified Opinion paragraph proper books of account as required by law have been kept bythe Company so far as it appears from our examination of those books;
(c) The Report on the accounts of the branch office of the Company not audited by usbut audited under sub-section 143(8) by the branch auditor has been received by us underthe provision to that sub-section and the same has been properly dealt with it inpreparing our report.
(d) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statements of Changes in Equity dealt with by thisReport are in agreement with the books of account;
(e) In our opinion except for the possible effects of the matter described in Basis ofQualified Opinion paragraph the aforesaid Standalone Ind AS Financial Statements complywith the Accounting Standards specified under Section 133 of the Act read with relevantrules thereon;
(f) The matters described in paragraphs under the Basis for Qualified Opinion andEmphasis of Matter paragraph in our opinion may have an adverse effect on thefunctioning of the Company;
(g) On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of section 164(2) of theAct except for Mr. Rajul Arun Bhansali and Mr. Atul Kumar Shukla who are disqualifiedbased on the list published on portal by Ministry of Corporate Affairs in September 2017.
(h) The possible effects of matters mentioned in the basis for qualified opinionparagraph may have an adverse effect on the maintenance of the records of the Company.
(i) 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"; and
(j) 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 in our opinionand 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 financial statements - Refer Note 36 to the financial statements;
ii. The Company has provided for all material foreseeable losses arising out oflong-term contracts including derivative contracts;
iii. The Company has to transfer amount of ' 0.37 Crore to the Investor Education andProtection Fund during the year.
iv. The Company has provided requisite disclosures in its Standalone Ind AS FinancialStatements as regards to holdings as well as dealings in Specified Bank Notes as definedin the notification S.O.3407(E) dated the November 8 2016 of the Ministry of financeduring the period from November 08 2016 to December 30 2016. Based on audit proceduresperformed and the representation provided to us by the management we report that thedisclosures are in accordance with the books of accounts maintained by the Company and asproduced to us by the management. Refer Note 9 (b) to the Standalone Ind AS FinancialStatements.
For Natvarlal Vepari & Co. Chartered Accountants Firm Registration No.106971W
N Jayendran Partner
Membership No. 40441 Mumbai
Dated: September 20 2017
To the Independent Auditors' Report on the Standalone Ind AS Financial StatementsGammon India Limited
(i) (a) The Company has generally maintained proper records showing full particularsincluding quantitative details and situation of its Property
Plant & Equipment.
(b) Property Plant & Equipment have been physically verified by the managementduring the period at reasonable intervals and no material discrepancies were identified onsuch verification except assets at some of their terminated sites where the access to theassets are presently prohibited and the matter is under dispute. The total value of assetsat such sites is ' 18.35 Crore (Net WDV).
(c) We are informed by the management that all the title deeds of immovableproperties are in custody of IDBI trusteeship Services Limited as part of Corporate DebtRestructuring norms with the lenders. We have therefore not verified the physicaldocuments of immovable property and relied on the management representation andcorrespondence of the IDBI trustees as on the date of submission of documents by theCompany with them.
(ii) (a) Inventories being project materials have been physically verified by themanagement at reasonable intervals during the year except for
inventories at terminated sites valued at ' 24.13 Crore. In our opinion the frequencyof such verification is reasonable.
(b) In our opinion and according to the information and explanations given to us theprocedure of physical verification of stock followed by the management is reasonable andadequate in relation to the size of the Company and the nature of its business.
(c) The discrepancies noticed between the physical stocks and books stocks were notmaterial and the valuation of stock has been done on the basis of physically verifiedquantity. Therefore Shortage / Excess automatically get adjusted and the same is properlydealt in the books of accounts.
(iii) According to the information and explanations given to us the Company hasgranted loans secured or unsecured to companies firms Limited Liability Partnerships orother parties covered in the register maintained under Section 189 of the Companies Act2013 in respect of which
(a) The terms and condition of the grant of such loans are in our opinion primafacie not prejudicial to the Company's interest.
(b) Since repayment of aforesaid loans is not due there is no overdue amounts fromparties covered under section 189 and therefore the requirements of clause 4(iii)(b) ofthe Companies (Auditors Report) Order 2015 are not applicable.
(c) There are no overdue amounts as at the year end in respect of principal andinterest.
(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 2013with respect to loans investments guarantees and security given by the Company.
(v) The Company has not accepted any deposit from the public pursuant to sections 73 to76 or any other relevant provisions of the Companies Act 2013 and rules framedthereunder. As informed to us there is no order that has been passed by Company Law Boardor National Company Law Tribunal or Reserve Bank of India or any Court or any otherTribunal in respect of the said sections. Accordingly the provision of clause 3(v) is notapplicable to the Company.
(vi) As informed to us the maintenance of the cost records under the sub-section (1) ofsection 148 of the Companies Act 2013 has been prescribed and we are of the opinion thatprima facie the prescribed accounts and records have been made and maintained. We havenot however carried out a detailed examination of the records to ascertain whether theyare accurate or complete.
(vii) (a) The Company has several instances of delay in depositing undisputedstatutory dues including Provident Fund Professional Tax Employees State
Insurance Works Contract Tax Service Tax/VAT Cess and Sales Tax dues with theappropriate authorities observed on a test check basis. On the basis of the auditprocedures followed test checks of the transaction and the representation from theManagement there are arrears amounting to ' 0.01 Crore in case of Provident Fund' 0.18Crore in case of Professional Tax ' 0.41 Crore in case of Service Tax ' 2.07Crore in case of Duty Drawback which were outstanding as at the last day of the financialyear for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us the details of Sales TaxIncome Tax Service Tax and Excise Duty that have not been deposited on account of disputeare stated in the statement of statutory dues outstanding attached herewith.
(c) The amounts to be transferred to the Investor Education and Protection Fund inaccordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rulesmade thereunder has been transferred to such fund within time except for ' 0.37 Crorewhich is required to be transferred to Investor Education and Protection Funds..
(viii) According to information and explanations given to us the Company has defaultedin servicing interest and principal repayment due to debenture holders financialinstitutions and banks. The amounts of delays in interest servicing in respect of RupeeTerm Loan FITL Priority Loan Working Capital Term Loan Short Term Loan NCD NCD FITLCC and OD were ' 426.88 Crore for a period ranging from 1 to 366 days. And Principal forthe said facility amounts to ' 280.84 Crore ranging from 1 to 366 days. The amounts ofdefault on account of overdrawn of Cash Credit facility were ' 588.10 Crore as at March2017. The amounts include the continuing defaults at Balance Sheet on repayment ofinterest and principal as disclosed in notes 12(h) 18(vi) and 20(b) of the Ind ASFinancial Statements.
(ix) The Company has not raised any money by way of public issue / follow-on offer(including debt instruments). The Company has also not raised any term loans during theyear. Therefore the clause 3(ix) of the Companies (Auditors Report) Order 2016 is notapplicable to the Company.
(x) According to the information and explanations given to us and to the best of ourknowledge and belief no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.
(xi) According to information and explanation given to us and to the best of ourknowledge and belief the Company has paid/provided managerial remuneration in excess oflimit specified under section 197 of the Companies Act. Attention is invited to Note no28(a) of the Ind AS financial statements. Excess Managerial remuneration aggregating to '30.54 Crore for the Chairman and Managing Director has been rejected by the shareholdersin their meeting held on June 29 2017. The Board of Directors considering the effortsmade by Chairman and Managing Director in steering the Company through the challengingtimes and the contribution made by him in the CDR package on the recommendation of theNomination and Remuneration Committee has decided to seek shareholders approval afresh forwaiver of remuneration paid to Chairman and Managing Director.
(xii) The Company is not a Nidhi Company hence clause 3(xii) of Companies (AuditorsReport) Order 2016 is not applicable to the Company.
(xiii) All transactions with the related parties are in compliance with sections 177and 188 of the Companies Act 2013 in so far as our examination of the proceedings of themeetings of the Audit Committee and Board of Directors are concerned. The details ofrelated party transactions have been disclosed in the Standalone Ind AS FinancialStatements as required by the applicable Accounting Standard.
(xiv) The Company has not made any preferential allotment / private placement of sharesor fully or partly convertible debentures during the year under review except forallotment to lenders at the prescribed pricing norms prescribed by Securities and ExchangeBoard of India. The necessary compliances under the Companies Act have been carried out.Further since the same is conversion of loan into equity there are not purposes specifiedfor the utilisation of the proceeds.
(xv) The Company has not entered into any non-cash transactions with directors orpersons connected with him and hence the clause 3(xv) of the Companies (Auditors Report)Order 2016 is not applicable to the Company.
(xvi) The nature of business and the activities of the Company are such that theCompany is not required to obtain registration under section 45-IA of the Reserve Bank ofIndia Act 1934.
For Natvarlal Vepari & Co. Chartered Accountants Firm Registration No.106971W NJayendran Partner
Membership No. 40441 Mumbai
Dated: September 20 2017
To the Independent Auditors' Report on the Standalone Ind AS Financial Statements ofGammon India Limited
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 GammonIndia Limited ("the Company") as of March 31 2017 in conjunction with our auditof the Standalone Ind AS Financial Statement 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 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 ('ICAI'). 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.
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") 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 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 judgment 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.
Basis of Qualified Opinion
The Company has laid down internal financial controls over financial reportinghowever its implementation and effectiveness is critically affected due to manpowerattrition and which has inter alia affected timely preparation of financial statements.
Except for the matter specified in basis of qualified opinion in our opinion theCompany has in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2017 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.
For Natvarlal Vepari & Co. Chartered Accountants Firm Registration No.106971W
N Jayendran Partner
Membership No. 40441 Mumbai
Dated: September 20 2017