Hindustan Dorr-Oliver Ltd.
|BSE: 509627||Sector: Engineering|
|NSE: HINDDORROL||ISIN Code: INE551A01022|
|BSE 00:00 | 17 Jul||Hindustan Dorr-Oliver Ltd|
|NSE 05:30 | 01 Jan||Hindustan Dorr-Oliver Ltd|
|BSE: 509627||Sector: Engineering|
|NSE: HINDDORROL||ISIN Code: INE551A01022|
|BSE 00:00 | 17 Jul||Hindustan Dorr-Oliver Ltd|
|NSE 05:30 | 01 Jan||Hindustan Dorr-Oliver Ltd|
To the Members of
Hindustan Dorr Oliver Limited
1. Corporate Insolvency Proceedings as per Insolvency and Bankruptcy Code 2016 (IBC)
The Hon'ble Company Law Tribunal Mumbai ("NCLT") admitted an insolvency andbankruptcy petition filed by a financial creditor against Hindustan Dorr Oliver Limited("the Company") and appointed Mr. Amit Gupta as Interim Resolution Professional(IRP) in terms of the Insolvency and bankruptcy Code 2016 (the Code") to carry outthe functions of the Company as mentioned under the code.
2. Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Hindustan DorrOliver Limited ("the Company") which comprise the Balance Sheet as at March 312017 the Statement of Profit and Loss (including other comprehensive income) theStatement of Cash Flow and the Statement of Changes in Equity for the year then ended anda summary of significant accounting policies and other explanatory information for theyear then ended.
3. Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance (including other comprehensive income)cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standardsspecified under Section 133 of the Act read with relevant Rules issued thereunder. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
Further as per section 134 of the Companies Act 2013 the standalone financialstatements of a Company are required to be authenticated by the Chairperson of the Boardof Directors where authorized by the Board or at least two Directors of which one shallbe the Managing Director or the CEO (being a Director) the CFO and the Company Secretorywhere they are appointed. In view of the pendency of Corporate Insolvency ResolutionProcess (CIRP) these powers are including aforementioned responsibility for thestandalone financial statements in terms of the code now vested with Mr. Amit Gupta asInterim Resolution Professional (IRP) to carry out the functions of the Company in hiscapacity as the IRP from April 21 2017. Further pursuant to the order of NCLT a publicannouncement of CIRP was made on May 05 2017 and a Committee of Creditors (COC) wasformed pursuant to the provisions of the code and COC held their first meeting on June 012017 and inter alia confirmed Interim Resolution Professional as Resolution professional(RP) for the Company.
4. Auditors' Responsibility
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. While conducting the audit we have taken into account the provisionsof the Act the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone 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 financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements. However inview of the pendency of Corporate Insolvency Resolution Process (CIRP) these powers arevested with Mr. Amit Gupta as Resolution Professional.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit opinion on the standalone financial statements.
5. Basis for Qualified Opinion
We refer to the following notes to the standalone financial statement;
a. Note 36 and note 37 in respect of initiation of Corporate Insolvency ResolutionProcess (CIRP) and preparation of financial statements of the Company on going concernbasis for the reasons stated therein. The accumulated losses of the Company as at March31 2017 amounting to Rs 15214.25 million have exceeded its net worth. Further theCompany's current liabilities exceed current assets. The Company has obligations towardsborrowings aggregating to Rs 16683.44 million which include working capital loan andoutstanding bank guarantees from banks. The Company has also obligations pertaining tooperations including unpaid creditors and statutory dues.
These matters require the Company to generate additional cash flows to fund theoperations as well as other statutory obligations notwithstanding the current level of lowoperating activities. This indicates the existence of a material uncertainty that castsignificant doubt on the Company's ability to continue as going concern and therefore theCompany may be unable to realize its assets and discharge its liabilities in the normalcourse of business. The standalone financial statement does not include any adjustment inthis respect;
b. Note 38 in respect of various claims submitted by the financial creditorsoperational creditors workmen or employee and authorized representative of workmen andemployees of the Company to Resolution Professional pursuant to the Insolvency andBankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulation2016 that are currently under consideration/ reconciliation. Pendingreconciliation/admission of such claims by the RP we are unable to comment on theconsequential impact if any on the accompanying statement;
c. Note 39 in respect of invocation of corporate guarantees aggregating to Rs 2309.85million and initiation of recovery actions against the company in earlier year in respectof such guarantees extended / executed for its one Indian subsidiary (HDO TechnologiessLimited) in favour of the lenders. In view of the ongoing Corporate Insolvency ResolutionProcess (CIRP) we are unable to determine the impact on the standalone financialstatement pending conclusion of CIRP;
d. Note 40 regarding investments in one of the Indian subsidiary (HDO TechnologiessLimited) that is incurring losses and its net worth is eroded having book valueaggregating to Rs 1538.00 million as at March 31 2017 and subsequent to year endcorporate insolvency resolution process has been initiated. In view of above Company maynot be able to realize such investment. Had the loss allowance in respect of suchinvestment been recognized the loss after tax would have been higher by Rs 1538.00million and total assets and net worth would have been lower by Rs 1538.00 millionrespectively;
e. Note 41 in respect of overdue trade receivables aggregating to Rs 283.12 millionpertaining to certain projects wherein the Management of the Company is yet to assess lossallowance/expected credit loss on such trade receivables. Had the loss allowance inrespect of such trade receivables been recognized the loss after tax would have beenhigher by Rs 283.12 million and total assets and net worth would have been lower by Rs283.12 million respectively;
f. Note 42 wherein external confirmation are not available in respect of tradereceivables including retention money certain bank balances aggregating to Rs 1.99million and trade payables/ mobilization advances. The Company is yet to assess lossallowance/expected credit loss on such trade receivables. Accordingly we are unable toquantify the impact if any arising from the confirmation of balances/ loss assessment;
g. Note 43 and 44 in respect of corporate guarantee extended by the company in earlieryear and disclosed during the year in favor of security trustee of the CDR Lenders of theholding company corporate guarantee and financial guarantees extended tocontractee/clients by the company and by the lenders respectively. The Company is yet toassess the changes in risk / expected cash shortfall to determine expected credit lossallowance/ impairment to be recognized in respect of these financial guarantees. The lossallowance in respect of these guarantees is indeterminable; accordingly we are unable tocomment on the consequential impact if any on the standalone financial statements;
h. Note 45 in respect of balances available with statutory authorities and inputcredits aggregating to Rs 121.31 million that are subject to reconciliation filing ofreturn and admission by the respective statutory authorities and no provision has beenmade thus we are unable to comment whether any provision for impairment in the value ofadvances is required; i. Note 46 in respect of write back of various trade payableprovisions and advances from customers aggregating to Rs 1076.45 million for the reasonsstated therein. Had the various trade payable provisions and advances from customers notbeen written back total liabilities and the loss after tax would have been higher by Rs1076.45 million and net worth would have been lower by Rs 1076.45 million respectively.
6. Qualified Opinion
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matters described under paragraph 4(d)4(e) and4(i) and possible effects of the matters described under paragraph 4(a) 4(b) 4(c) 4(f)4(g) & 4 (h) in the basis for qualified opinion the aforesaid standalone financialstatements give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia including the Indian Accounting Standards notified under Section 133 of the Act ofthe state of affairs of the Company as at March 31 2017 and its losses (including othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.
7. Other Matter
The comparative financial information of the Company for the year ended March 31 2016and the transition date opening balance sheet as at April 01 2015 included in thefinancial statements are based on the previously issued audited financial statements forthe years ended March 31 2016 and March 31 2015 prepared in accordance with theCompanies (Accounting Standards) Rules 2006 (as amended) on which we issued auditors'report to the shareholders of the company dated May 30 2016 and May 30 2015 respectivelyexpressing modified opinion on those standalone financial statements. The differences inthe accounting principles adopted by the Company on transition to the Ind AS have beenaudited by us. Our opinion is not qualified in respect of this matter.
8. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")as amended issued by the Central Government of India in terms of section 143 (11) of theAct we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act we report that:
a) We have sought and except for the matters described under "Basis for qualifiedopinion" paragraph and paragraph 2(i)(iv) of Report on Other Legal and RegulatoryRequirements have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;
b) Except for the effects/possible effects of matters described in the "Basis forqualified opinion" paragraph in our opinion proper books of account as required bylaw have been kept by the Company so far as it appears from our examination of thosebooks.
c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Cash Flow and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account.
d) in our opinion except for the effects/possible effects of matters described in the"Basis for qualified opinion" paragraph the aforesaid standalone financialstatements comply with the Indian Accounting Standards specified under section 133 of theAct read with relevant Rules issued thereunder.
e) The matters described under "Basis for Qualified Opinion" above and inAnnexure A' and Annexure B' of the Report in our opinion have an adverseeffect on the functioning of the Company;
f) The company has received the written representations from the directors as on March31 2017. These written representations have however not been taken on record by theBoard of Directors. Therefore we are unable to comment whether any of the directors isdisqualified as on March 31 2017 from being appointed as a director in terms of Section164 (2) of the Act.
g) The qualification relating to the maintenance of accounts and other mattersconnected there with are as stated in the Basis for Qualified Opinion paragraph and inAnnexure A' and Annexure B' of the Report;
h) 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". Our report expresses a disclaimer of opinion onthe adequacy and operating effectiveness of the Company's internal financial control overfinancial reporting.
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 in our opinionand to the best of our information and according to the information and explanations givento us: i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements (Refer Note 35);
ii. Except for the effects/possible effects of matters described under basis ofqualified opinion paragraph the Company has made provision as required under theapplicable law or accounting standards for material foreseeable losses if any onlong-term contracts and derivative contracts if any.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312017;
iv. The Company has not provided certain requisite disclosures in the financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom November 08 2016 to December 30 2016. Consequently we are unable to obtainsufficient and appropriate audit evidence to report whether the disclosures to the extentstated in the notes are in accordance with books of account maintained by the Company andas produced to us by the Management (Refer note 54).
Annexure A" to the Independent Auditors' Report
Referred to in paragraph 1 under the heading Report on Other Legal and RegulatoryRequirement' of our report of even date to the standalone financial statements of theCompany for the year ended March 31 2017:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;
(b) Fixed assets were not physically verified by the management during the year. Hencewe are unable to comment whether there are any material discrepancies and any adjustmentis required in the books of account.
(c) The title deeds of immovable properties are held in the name of the Company.According to the information and explanation given to us the original title deeds areheld by the lenders.
(ii) The company did not have any inventory as at the year end. Physical verificationof inventories has not been conducted at reasonable intervals by the management.Accordingly we are unable to comment whether any material discrepancies existed and theirtreatment in the books of account.
(iii) The Company had in earlier year granted interest free unsecured loans andadvances of Rs 1422.37 million to one of its wholly own subsidiary company.
(a) In our opinion the terms and conditions of the loans granted by the company havingregard to the cost of funds to the company are prejudicial to the interest of the company;
(b) The schedule of the repayment of the principal has not been stipulated; hence weare unable to comment as to whether repayments are regular.
(c) As the schedule of repayment has not been stipulated and considering the provisionfor such loans we are unable to comment whether any amount is overdue and whetherreasonable steps have been taken by the company for recovery of the principal.
(iv) In our opinion and according to the information and explanation given to us theCompany has not given loans investment guarantees and security during the year withinSection 185 of the Companies Act 2013. The company has complied with section 186 of theCompanies Act 2013 in respect of guarantee and investment during the year.
(v) According to the information and explanations given to us the Company has notaccepted any deposits within the meaning of Sections 73 to 76 of the Companies Act 2013and the rules framed there under to the extent notified.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant tothe Rules made by the Central Government under sub-section (1) of Section 148 of theCompanies Act 2013 and are of the opinion that prima facie the prescribed accounts andrecords have been made and maintained. We have however not made a detailed examinationof these records with a view to determining whether they are accurate or complete.
(vii) (a) According to information and explanations given to us and records of theCompany examined by us the Company has not been depositing undisputed statutory dues inrespect of provident fund employee's state insurance income-tax sales tax service taxduty of customs duty of excise value added tax cess and any other statutory dues withthe appropriate authorities. There have been significant delays in a large number of casesin depositing these dues with the appropriate authorities. Further the effect of pendingreconciliation of service tax and VAT from previous year cannot be ascertained. Theamounts payable in respect of these statutory dues which were outstanding as on March 312017 for a period of more than six months from the date they became payable are given inAppendix-I to this report.
(b) According to the information and explanations given to us and records of theCompany examined by us particulars of dues outstanding in respect of income tax salestax service tax duty of customs duty of excise and value added tax which have not beendeposited on account of any dispute are given in Appendix-II to this report.
(viii) According to the information and explanations given to us there are no loans orborrowings payable to the Government financial institutions and debenture holders. TheCompany has defaulted in repayment of loans or borrowing including interest thereon frombanks. The details of such defaults are given in Appendix-III.
(ix) According to the information and explanations given to us the Company has notraised moneys by way of initial public offer or further public offer (including debtinstruments) and the company has not taken any term loans during the year.
Therefore the provisions of Para 3 (ix) of the Order are not applicable to the Company
(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees have been noticed or reported during theyear.
(xi) According to the information and explanations given to us and based on the auditprocedures conducted by us during the year no managerial remuneration has been paid.Therefore the provisions of Para 3 (xi) of the Order are not applicable to the Company.
(xii) In our opinion and according to the information and explanation given to us theCompany is not a Nidhi Company.
Therefore the provisions of Para 3 (xii) of the Order are not applicable to theCompany.
(xiii) In our opinion and according to the information and explanations given to usthe company has not complied with section 177 and 188 of Companies Act 2013 whereapplicable in relation to the transactions with the related parties. The details inrelation to the transactions with the related parties have been disclosed in the FinancialStatements as required by the applicable accounting standards. The detail ofnon-compliance of section 177 and 188 of Companies Act 2013 are as follows:
(xiv) According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year. Accordingly the provisions of Para 3 (xiv) of theorder are not applicable to the Company.
(xv) According to the information and explanations given to us the company has notentered into any non-cash transactions with directors or persons connected with them. Theprovisions of clause 3 (xv) of the Order are not applicable to the company.
(xvi) In our opinion the Company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934.
Annexure B' to the Independent Auditors' Report of even date on the StandaloneFinancial Statements of HINDUSTAN DORR OLIVER 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 HINDUSTANDORR OLIVER LIMITED ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone financial statements 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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 to the extent applicable toan audit of internal financial controls both issued by the Institute of CharteredAccountants of India.
Because of the matter described in Disclaimer of Opinion paragraph below we were notable to obtain sufficient appropriate audit evidence to provide a basis for an auditopinion on internal financial controls system over financial 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.
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 for Disclaimer of Opinion
The Company did not have any internal audit system during the year as required as persection 138 of Indian Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules2014. Further the Company did have material weakness in the following areas of internalfinancial controls over
(a) Assessment of provision required in respect of invocation of corporate guaranteesand initiation of recovery actions against the Company in respect of such guaranteesextended / executed for its subsidiary in favour of the lenders; (b) Assessment of"Fair Valuation" of long term equity investment and assessment of recoverabilityof loans and advances to subsidiary company whose net worth has eroded and continues toincur losses as on March 31 2017;
(c) Assessment of loss allowance/ expected credit loss on past due trade receivablesand obtaining external balance confirmation for trade receivables/trade payables and bankbalances; (d) assessment of loss allowance that may be required in respect corporateguarantee given to the lenders of the Parent Company;
(e) Control over reconciliation of subcontractors work bills with the work billssubmitted to the clients and physical progress of works completed which could potentiallyresult into inaccurate estimation of percentage of work completed and consequently delayin the realization of unbilled revenue/ receivables;
(f) Controls over projects costs estimation and review of balance costs to complete inrespect of work projects which could potentially result into inaccurate estimation offoreseeable losses on works contracts;
(g) reconciliation of VAT/service tax and assessment of recoverability of advancesappearing against such statutory authorities.
Disclaimer of Opinion
According to the information and explanation given to us and as stated in "basisof disclaimer of opinion" paragraph above the Company does not have adequateinternal financial control over financial reporting on criteria based on or 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. Because of this reason we are unable to obtain sufficientappropriate audit evidence to provide a basis for our opinion whether the Company hadadequate internal financial controls over financial reporting and whether such internalfinancial controls were operating effectively as at March 31 2017.
We have considered the disclaimer reported above in determining the nature timing andextent of audit tests applied in our audit of the standalone financial statements of theCompany and the disclaimer has affected our opinion on the standalone financialstatements of the Company and we have issued qualified opinion on the standalone financialstatement.
Appendix-I as referred to in Para vii (a) of the Annexure -A to the IndependentAuditors' Report
(Rs in million)
Appendix-III as referred to in para viii of Annexure -A to the Independent Auditor'sReport
( RS in million)