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GCCL Infrastructure & Projects Ltd.

BSE: 531375 Sector: Others
NSE: N.A. ISIN Code: INE438F01013
BSE 05:30 | 01 Jan GCCL Infrastructure & Projects Ltd
NSE 05:30 | 01 Jan GCCL Infrastructure & Projects Ltd

GCCL Infrastructure & Projects Ltd. (GCCLINFRASTRUCT) - Auditors Report

Company auditors report

TO THE MEMBERS OF

GCCL INFRASTRUCTURE AND PROJECTS LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of GCCL Infrastructure andProjects Limited ("the Company") which comprise the Balance Sheet as at March31 2022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year ended on thatdate and notes to the financial statements including a summary of the significantaccounting policies and other explanatory information (hereinafter referred to as"the financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 the loss and total comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Auditof the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the independence requirements that are relevant to our audit ofthe financial statements under the provisions of the Act and the Rules made there underand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.

Emphasis of Matter

Material uncertainty related to going concern

We draw attention to Note 43 of the financial statements which states that theshareholders of the Company have approved the program of initiating a pre-packagedinsolvency resolution process under the Insolvency and Bankruptcy Code 2016 throughspecial resolution in the extraordinary general meeting held on May 27 2021. Thisindicates that a material uncertainty exists that may cast significant doubt on theCompany's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Key Audit Matters

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Business Responsibility ReportCorporate Governance and Shareholder's Information but does not include the financialstatements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance total comprehensiveincome changes in equity and cash flows of the Company in accordance with the Ind AS andother accounting principles generally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding 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 financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless Board ofDirectors either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

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 financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• 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 Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the 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 safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore 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 the Companies (Auditor's report) Order2016 ("The Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies act2013we give in the "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the order to the extent applicable.

2. As required by Section 143(3) of the Act based on our audit 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 purposes 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.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

e) The matter prescribed under paragraph "Material uncertainty related to goingconcern" in our opinion may have an adverse effect on the functioning of theCompany;

f) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) ofthe Act.

g) 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".

h) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and accordingly to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act

i) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company does not have any pending litigation;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company;

1 The management has represented that to the best of its knowledge and belief nofunds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries")or provide any guarantee security or the like on behalf of the Ultimate Beneficiaries

2 The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any person(s) or entity(ies) includingforeign entities ("Funding Parties") with the understanding whether recordedin writing or otherwise that the Company shall directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries; and

3 Based on the audit procedures conducted by us nothing has come to our notice thathas caused us to believe that the representations under sub-clause (i) and (ii) containany material misstatements.

4. The Company has not declared any dividend during the year.

For Sorab S. Engineer & Co.
Chartered Accountants
Firm's Registration No. 110417W
CA. Chokshi Shreyas B.
Partner
Membership No.100892
UDIN: 21100892AAAALR4719
Ahmedabad
May 27 2022

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report to the Members of GCCL Infrastructure and ProjectsLimited 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 GCCLINFRASTRUCTURE AND PROJECTS LIMITED ("the Company") as of March 31 2022 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. 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 respective 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 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 internal financial controls system overfinancial reporting of the Company.

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.

Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2022 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For Sorab S. Engineer & Co.

Chartered Accountants

Firm's Registration No. 110417W

CA. Chokshi Shreyas B.

Partner

Membership No.100892

Ahmedabad May 27 2022

ANNEXURE 'B' TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'section of our report to the Members of GCCL Infrastructure and Projects Limited of evendate)

i. In respect of the Company's Property Plant and Equipment and Intangible Assets:

a) (A) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

b) The Company has a program of verification to cover all the items of Property Plantand Equipment in a phased manner which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the program certainProperty Plant and Equipment were physically verified by the management during the year.According to the information and explanations given to us no material discrepancies werenoticed on such verification.

c) According to the information and explanations given to us the Company does not ownany immovable properties. Consequently the requirements under this clause are notapplicable.

d) According to the information and explanations given to us the Company has notrevalued its Property Plant and Equipment or intangible assets or both during the year.

e) According to the information and explanation given to us the Company has noproceedings pending for holding any benami property under the Benami Transactions(Prohibition) Act 1988 and rules made thereunder.

ii. In respect of the Company's Inventories:

a) As explained to us physical verification of inventory has been conducted atreasonable intervals by the management and in our opinion the coverage and procedure ofsuch verification is appropriate and no material discrepancies were noticed onverification between the physical stocks and the book records which were 10% or more inthe aggregate for each class of inventory and the same have been properly dealt with inthe books of account.

b) The Company does not have sanctioned working capital limits in excess of five crorerupees in aggregate from banks or financial institutions on the basis of security ofcurrent assets during any point of time of the year. Consequently the requirements underthis clause are not applicable to the Company.

iii. According to the information and explanations given to us the Company has notmade investments in provided any guarantee or security or granted any loans or advancesin the nature of loans secured or unsecured to companies firms Limited LiabilityPartnerships or any other parties. Consequently the requirements under this clause arenot applicable to the Company.

iv. In our opinion and according to the information and explanations given to us theCompany has not advanced any loan or given any guarantee or provided any security or madeany investment covered under section 185 and section 186 of the Act.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of Sections 73 to76 or any other relevant provisions of the Act and rules framed thereunder. No order hasbeen passed by the Company Law Board or National Company Law Tribunal or Reserve Bank ofIndia or any Court or any other Tribunal.

vi. To the best of our knowledge and belief the Central Government has not prescribedmaintenance of cost records under section 148 (1) of the Act in respect of the Company'sproducts. Consequently requirement of clause (vi) of paragraph 3 of the order are notapplicable.

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

a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including Provident Fund Employees' State Insurance IncomeTax Wealth Tax Custom Duty Goods and Service Tax Cess and other material statutorydues applicable to it. According to the information and explanations given to us noundisputed amounts payable in respect of outstanding statutory dues were in arrears as atMarch 31 2022 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us there is no amountpayable in respect of income tax Goods and Service Tax Custom Duty and Cess whicheverapplicable which have not been deposited on account of any disputes.

viii. To the best of our knowledge and belief and according to the information andexplanations given to us there were no transactions which are not recorded in the booksof account that have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961.

ix. In our opinion and according to the information and explanations given to us inrespect of the Company's Borrowings:

a) The Company has not defaulted in repayment of loans or other borrowings or in thepayment of interest thereon to any lender.

b) The Company is not a declared willful defaulter by any bank or financial institutionor other lender.

c) The terms loans of the company were applied for the purpose for which the loans wereobtained.

d) The funds raised on short term basis have not been utilized for long term purposes.

e) The Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries associates or joint ventures.

f) The company has not raised loans during the year on the pledge of securities held inits subsidiaries joint ventures or associate companies.

x. In our opinion and according to the information and explanations given to us theCompany has not raised funds by way of initial public offer or further public offer(including debt instruments) or preferential allotment or private placement of shares orconvertible debentures (fully partially or optionally convertible) during the year.Consequently the requirements of clause (x) of paragraph 3 of the order are notapplicable.

xi. In respect of fraud by the Company or on the Company:

a) To the best of our knowledge and belief and according to the information andexplanations given to us no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.

b) There has been no report under sub-section (12) of section 143 of the Companies Actfiled by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government.

c) There have been no whistle-blower complaints received during the year by thecompany.

xii. The Company is not a Nidhi Company. Consequently requirements of clause (xii) ofparagraph 3 of the order are not applicable.

xiii. To the best of our knowledge and belief and according to the information andexplanations given to us all transactions with the related parties are in compliance withsections 177 and 188 of the Act where applicable and the details have been disclosed asrequired by the applicable Indian Accounting Standard (Ind AS)-24 Related PartyDisclosures.

xiv. To the best of our knowledge and belief and according to the information andexplanations given to us the Company is not required to have an internal audit.Consequently the requirements of clause (xiv) of paragraph 3 of the order are notapplicable.

xv. To the best of our knowledge and belief and according to the information andexplanations given to us the Company has not entered into any non-cash transactions withdirectors or persons connected with him.

xvi. According to the nature of business the company is not required to be registeredunder section 45- IA of Reserve Bank of India 1934.

xvii. According to the information and explanations given to us the company hasincurred cash losses of Rs. 16.54 Lakhs in the current financial year and the Company hasnot incurred cash losses in the immediately preceding financial year.

xviii. According to the information and explanations given to us there has been noresignation of the statutory auditors during the year.

xix. According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realization of financial assets and paymentof financial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatthe Company is not capable of meeting its liabilities existing at the date of balancesheet as and when they fall due within a period of one year from the balance sheet date.

xx. According to the information and explanations given to us section 135 of theCompanies Act 2013 relating to Corporate Social Responsibility is not applicable to theCompany. Consequently the requirements of clause (xx) of paragraph 3 of the order are notapplicable.

xxi. According to the information and explanations given to us this clause is notapplicable to the Company as it is not required to prepare consolidated financialstatements.

For Sorab S. Engineer & Co.

Chartered Accountants

Firm Registration No. 110417W

CA. Chokshi Shreyas B.

Partner

Membership No.100892

Ahmedabad

May 27 2022.

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