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Gayatri Projects Ltd.

BSE: 532767 Sector: Infrastructure
NSE: GAYAPROJ ISIN Code: INE336H01023
BSE 00:00 | 22 Jun 169.75 5.30
(3.22%)
OPEN

164.25

HIGH

173.60

LOW

159.45

NSE 00:00 | 22 Jun 170.70 5.80
(3.52%)
OPEN

164.00

HIGH

174.55

LOW

158.60

OPEN 164.25
PREVIOUS CLOSE 164.45
VOLUME 3303
52-Week high 229.57
52-Week low 144.04
P/E 16.89
Mkt Cap.(Rs cr) 3,178
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 164.25
CLOSE 164.45
VOLUME 3303
52-Week high 229.57
52-Week low 144.04
P/E 16.89
Mkt Cap.(Rs cr) 3,178
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gayatri Projects Ltd. (GAYAPROJ) - Auditors Report

Company auditors report

To The Members of Gayatri Projects Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of GayatriProjects Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2017 the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Cash Flows and the Statement of Changes in Equity for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation. For the reasons detailed in Note No. 33.18 and 33.23 of the standalone Ind ASfinancial statements the accompanying standalone Ind AS financial statements are therevised statements of the original Balance Sheet as at 31st March 2017 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement of CashFlow and the Statement of Changes in Equity for the year then ended covered by our auditreport dated 29th May 2017 and approved by the Board of Directors of theCompany held on 29th May 2017.

Management's Responsibility for the 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 to give a true and fair view of the financialposition financial performance (including other comprehensive income) cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards prescribed under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 and Companies (IndianAccounting Standards) Rules 20l5(as amended). This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Standalone Ind AS financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

Auditors' 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 there under.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(1 0)of the Act and other applicableauthoritative pronouncements issued by the Institute of Chartered Accountants of India.Those Standards and pronouncements require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the standalone IndAS financial statements are free from 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 auditors' judgment 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 the 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 and other auditors in terms of theirreports referred to in the Other Matters paragraph below 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 and based on the consideration of reports of the other auditors on separatefinancial statements of the merged companies as referred to in Other Matters paragraphbelow the aforesaid standalone Ind AS financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2017 and its profit including other comprehensive income itscash flows and the changes in equity for the year ended on that date..

Emphasis of Matters

(Note Nos. referred hereunder are with reference to respective Notes forming part ofthe standalone Ind AS financial statements)

We draw member's attention to the following matters:

i) As stated in Note No.33.19 regarding loans given to some of the sub-contractors andaccumulated interest thereon which are long pending for recovery.

ii) As stated in Note No.33.20 regarding certain Contract and work advances given tosome of the sub-contractors which are long pending for recovery.

iii) As stated in Note No. 33.18(f)(i) pursuant to Composite Scheme of Arrangement(‘Scheme') the consideration receivable by the Company in the form of Equity andPreference Shares amounting to '1801603000 (Rupees One Hundred and Eighty CroresSixteen Lakhs and Three Thousand Only) have been grouped under Investments in the revisedstandalone financial statements although the shares are yet to be issued and allotted bythe resulting company.

Our Opinion is not qualified in respect of the above matters.

Other Matters

(Note Nos. referred hereunder are with reference to respective Notes forming part ofthe standalone Ind AS financial statements)

a. As stated in Note No.33.18 and 33.23 pursuant to Composite Scheme of Arrangement(‘Scheme') approved by the Hon'ble National Company Law Tribunal (NCLT) HyderabadBench vide its order dated 3rd November 2017 the revised standalone Ind ASfinancial statements for the year ended 3 1st March 2017 were prepared andpresented by the Company's management by giving effect to the Scheme having an appointeddate for merger as 1st April 2016 and demerger as 31st March 2017in the place of original standalone Ind AS financial statements approved by the Board ofDirectors of the Company held vide their meeting dated 29th May20l7.Consequently our original audit report dated 29th May 2017 on thestandalone Ind AS financial statements of the Company for the year ended 3 1st March2017 is revised by this report.

b. As stated in Note No. 33.18 (a) &(c) we have relied on the audited (by otherauditors) financial statements of M/s. Gayatri Infra Venture Limited (GIVL) a mergedcompany as per the approved Scheme. We have not conducted audit on the said financialstatements of GIVL and our report in terms of sub section (3) and (11) of Section 143 ofthe Act in so far as it relates to the aforesaid GIVL is based solely on the reports ofsuch other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to uswe give in the "Annexure A" a statement on the matters specified in paragraphs 3and 4 of the Order.

2. As required by Section 143 (3) of the Act and based on the consideration of reportsof the other auditors on separate financial statements of the merged companies as referredto in Other Matters paragraph above we report that:

(a) We have sought and obtained all the information and explanations reports of theother auditors which to the best of our knowledge and belief were necessary for thepurposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books and reports issued byother auditors;

(c) The Balance Sheet the Statement of Profit and Loss including other comprehensiveincome the Statement of Cash Flows and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards specified under Section 133 of the Act and Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on March3l 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312017 from being appointed as a director in terms of Section l64 (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 Auditors' Report inaccordance with Rule 1 1 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our knowledge and belief and according to the informationand explanations given to us:

i. As stated in Note No.33.2 of the Standalone Ind AS financial statements the Companyhas disclosed the impact of pending litigations on its standalone Ind AS financialstatements.

ii. As per the information and explanations given by the Company the Company did nothave any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses.

iii. As per the information and explanations given by the Company there has been nodelay in transferring the amounts which are required to be transferred to InvestorEducation & Protection Fund.

iv. The Company has provided requisite disclosures in Note No. 33.17 to the standaloneInd AS financial statements as to the holding of Specified Bank Notes on 8thNovember 2016 and 30th December 2016 as well as dealing in Specified BankNotes during the period from 8th November 2016 to 30th December2016. Based on audit procedures and relying on the management representation regarding theholding and nature of cash transactions including Specified Bank Notes we report thatthe disclosures are in accordance with books of account maintained by the Company and asproduced to us by the Company's Management.

For M O S & ASSOCIATES LLP
Chartered Accountants
Firm's Registration No.: 00I975S/S200020
S V C REDDY
Place: Hyderabad Partner
Date: 06th December 2017 Membership No.: 224028

Annexure A to the Auditors' Report

The Annexure referred to in the Independent Auditors'

Report to the members of the Company on the standalone Ind AS financial statements forthe year ended 3 1st March

2017 we report that:

(i) . In respect of Fixed Assets:

a. In our opinion and as per the information and explanations given to us the Companyhas maintained proper records showing particulars including quantitative details andsituation of fixed assets;

b. The management of the company has verified the fixed assets at reasonable intervalsduring the year. According to the information and explanations given to us no materialdiscrepancies were noticed on such physical verification.

c. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) . According to the information and explanations given

to us the inventories have been physically verified during the year by the management.In our opinion the frequency of such verification is reasonable. The discrepanciesnoticed on physical verification of inventories as compared to the book records which inour opinion were not material have been properly dealt with.

(iii) . According to information and explanations given to

us the Company has granted unsecured Loans of '3 19 19.83 lakhs to parties covered inthe Register maintained under section 189 of the Companies Act 2013. In respect of suchloans

a. In our opinion and according to information and explanations given to us the termsand conditions of such loans given by the Company are not prima facie prejudicial to theinterest of the company.

b. The Schedule of repayment of the principal and interest has not been stipulated asthe principal amount is repayable on demand.

c. There is no repayment schedule and therefore there is no overdue amount.

(iv) . According to information and explanations given to

us and in our opinion the company has complied with the provisions of sections of 185and 186 of the Act to the extent applicable in respect of grant of loans makinginvestments and providing guarantees and securities.

(v) . According to the information and explanations given to us the Company has notaccepted any deposits from public within the meaning of Sections 73 to 76 of the Act andthe Companies (Acceptance of Deposits) Rules 2014 (as amended) during the year.Accordingly the provisions of clause (v) of paragraph 3 of the Order are not applicable tothe Company.

(vi) . We have broadly reviewed the cost records maintained by the Company pursuant tothe Companies (Cost Records and Audit) Rules 2014 as amended and prescribed by theCentral Government under section 148( 1) of the Companies Act 2013 and are of theopinion that prima facie the prescribed cost records have been made and maintained. Wehave however not made a detailed examination of the cost records with a view todetermine whether they are accurate or complete.

(vii) . In respect of statutory dues

a. According to the information and explanations given to us and based on ourexamination of records of the Company amounts deducted/ accrued in the books of accountsin respect of statutory dues including provident fund income tax value added tax cessand other material statutory dues have been regularly deposited during the year by theCompany with appropriate statutory authorities.

b. According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax service taxsales-tax duty of custom duty of excise value added tax Cess and other materialstatutory dues were outstanding at the year end for a period of more than six monthsfrom the date they became payable.

c. According to the information and explanation given to us there are no dues of Salestax Income Tax Wealth Tax Service Tax Customs Duty and Cess which have not beendeposited as on 31st March 2017 on account of any dispute except the following:

Name of the Statute Name of the Tax Due Forum where Dispute is pending Amount ' in Lakhs
Mines and Minerals (Development and Regulation) Act 1957 Department of Mines and Geology Supreme Court 1043.51
Central Sales Tax Act 1956 and Sales Tax Acts of Various States Sales Tax/Vat Appeals pending before High Courts of respective states and Appellate Tribunals and other appropriate authorities. 3436.55
Central Excise Act 1944 Service Tax Appeals pending before various Authorities 1894.28
Income Tax Act 1961 Income Tax Appeal pending before CIT(Appeals) 307.12

(viii) Based on our audit procedures and according to the information and explanationsgiven to us we are of the opinion that the Company has not defaulted in repayment ofloans or borrowings to any financial institution bank or Government.

(ix) According to information and explanations given to us the company has not raisedmoneys by way of public offer (including debt instruments). Based on our audit proceduresand according to the information and explanations given to us in our opinion the Termloans availed by the Company were prima facie applied for the purpose for which theywere obtained.

(x) During the course of our examination of the books and records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the company or on the company by its officers or employeesnoticed or reported during the year nor we have been informed of any such case by themanagement.

(xi) In our opinion and according to the information and explanations given to us thecompany has paid or provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) As the Company is not a Nidhi Company and the Nidhi Rules 2014 are notapplicable to it paragraph 3 (xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based onexamination of records of the Company transactions with related parties are in complianceof Sections 177 and 188 of the Act where applicable and details of such transactions havebeen disclosed in the financial statements as required by the applicable AccountingStandards.

(xiv) According to the information and explanations given to us and based onexamination of records of the Company the Company has not made any preferential allotmentor private placement of shares or fully or partly convertible debentures during the year.Hence paragraph 3 (xiv) of the Order is not applicable for the current year under audit.

(xv) According to the information and explanations given to us and based on examinationof records of the Company the Company has not entered into any non-cash transaction withdirectors or persons connected with them. Hence paragraph 3(xv) of the Order is notapplicable for the current year under report.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934 and accordingly the provisions of Clause 3(xvi) of the Order arenot applicable to the Company.

For M O S & ASSOCIATES LLP
Chartered Accountants
Firm's Registration No.: 001975S/S200020
S V C REDDY
Place: Hyderabad Partner
Date: 06th December 2017 Membership Number: 224028

Annexure - B to the Auditors' Report

The Annexure referred to in the Independent Auditors' Report to the members of theCompany on the standalone Ind AS financial statements for the year ended 31stMarch 2017:

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 GayatriProjects Limited ("the Company") as of 31st March 2017 in conjunctionwith our audit of the standalone Ind AS financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation 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") 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 procedures selected depend on the auditor's judgment including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For M O S & ASSOCIATES LLP
Chartered Accountants
Firm's Registration No.: 001975S/S200020
S V C REDDY
Place: Hyderabad Partner
Date: 06th December 2017 Membership Number: 224028