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Nila Infrastructures Ltd.

BSE: 530377 Sector: Infrastructure
NSE: NILAINFRA ISIN Code: INE937C01029
BSE 00:00 | 20 Sep 4.84 0.31
(6.84%)
OPEN

4.66

HIGH

5.14

LOW

4.61

NSE 00:00 | 20 Sep 4.85 0.25
(5.43%)
OPEN

4.60

HIGH

5.15

LOW

4.50

OPEN 4.66
PREVIOUS CLOSE 4.53
VOLUME 44070
52-Week high 10.58
52-Week low 4.00
P/E 8.96
Mkt Cap.(Rs cr) 191
Buy Price 4.84
Buy Qty 314.00
Sell Price 4.84
Sell Qty 206.00
OPEN 4.66
CLOSE 4.53
VOLUME 44070
52-Week high 10.58
52-Week low 4.00
P/E 8.96
Mkt Cap.(Rs cr) 191
Buy Price 4.84
Buy Qty 314.00
Sell Price 4.84
Sell Qty 206.00

Nila Infrastructures Ltd. (NILAINFRA) - Auditors Report

Company auditors report

To the Members of Nila Infrastructures Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of NilaInfrastructures Limited ('the Company') which comprise the standalone balance sheet as at31 March 2018 the standalone statement of profit and loss (including other comprehensiveincome) the standalone statement of cash flows and the standalone statement of changes inequity for the year then ended on that date and a summary of the significant accountingpolicies and other explanatory information (hereinafter referred to as 'standalone Ind ASfinancial statements').

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 of thesestandalone Ind AS financial statements that give a true and fair view of the state ofaffairs profit (including other comprehensive income) changes in equity and cash flowsof the Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under Section 133 of theAct.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalone Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement 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 managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Auditor's 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 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 Ind AS 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 errorIn 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 are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained 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 the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31 March 2018 its profit (including other comprehensive income) changes inequity and its cash flows for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended 31 March 2017and the transition date opening balance sheet as at 1 April 2016 included in thesestandalone Ind AS financial statements are based on the previously issued statutoryfinancial statement prepared in accordance with the accounting principles generallyaccepted in India including the Accounting standards specified under Section 133 of theAct read with rule 7 of Companies (Accounts) Rules 2014 audited by the predecessorauditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 26 May 2017and 26 May 2016 respectively expressed an unmodified opinion on those standalone financialstatements as adjusted for the difference in the accounting principles adopted by theCompany on transition to the Ind AS which have been audited by us. Our opinion is notmodified in respect of this matter

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of subsection (11) of Section 143 of the Act wegive in "Annexure A" a statement on the matters specified in the paragraphs 3and 4 of the Order.

2. As required by sub-section (3) of Section 143 of the Act 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 standalone balance sheet the standalone statement of profit and loss(including other comprehensive income) the standalone statement of cash flows and thestandalone statement of changes in equity dealt with by this report are in agreement withthe books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act readwith relevant rules issued thereunder;

(e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the board of directors none of the directors aredisqualified as on 31 March 2018 from being appointed as a director in terms ofsub-section (2) of Section 164 of the Act;

(f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate report in "Annexure B"; and

(g) 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 standalone Ind AS financial statements - refer note 36 to the standaloneInd AS financial statements;

ii. The Company did not have any long-term contracts including derivative contractsfor which 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 during the year ended 31 March2018; and

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016 havenot been made since they do not pertain to the financial year ended 31 March 2018. Howeveramounts as appearing in the audited Standalone Ind AS financial statements for the periodended 31 March 2017 have been disclosed.

For B S R & Associates LLP
Chartered Accountants
Firm's Registration No: 116231W/W-100024
Jeyur Shah
Place: Ahmedabad Partner
Date: 30 May 2018 Membership No:045754

Annexure A

To the Independent Auditor's Report - 31 March 2018

(Referred to in our report of even date)

With reference to the "Annexure A" referred to in the Independent Auditor'sReport to the members of the Company on the standalone Ind AS financial statements for theyear ended 31 March 2018 we report the following:

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified annually. In our opinion this periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets. In accordance with this programme fixed assets were physically verified by themanagement during the year. According to the information and explanations given to us nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examinedby us including registered titled deeds we report that the title deeds comprising ofall of immovable properties of land and buildings which are freehold are held in the nameof the Company as at Balance sheet date.

(ii) Inventories have been physically verified by the management during the year. Inour opinion the frequency of such verification is reasonable. The discrepancies noticedon verification between the physical stocks and the book records were not material andhave been properly dealt with in the books of account.

(iii) The company has granted unsecured loans to three companies and one limitedliability partnership covered in the register maintained under Section 189 of theCompanies Act 2013 ('the Act'). The Company has not granted any loans secured orunsecured to firms or parties covered in the register required to be maintained underSection 189 of the Act.

(a) According to the information and explanations given to us and based on the auditprocedures conducted by us we are of the opinion that rate of interest and other termsand conditions of unsecured loans granted by the company to companies and limitedliability partnership covered in the register maintained under section 189 of the Act arenot prima facie prejudicial to the interest of Company.

(b) According to the information and explanations given to us and based on the auditprocedures conducted by us the unsecured loans granted to companies and limited liabilitypartnership and interest payable thereon are repayable as stipulated. The borrowers havebeen regular in payment of principal and interest as stipulated.

(c) There are no overdue amounts of more than 90 days in respect of unsecured loansgranted to companies and limited liability partnership covered in the register maintainedunder Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us andbased on the audit procedures conducted by us the Company has complied with theprovisions of Section 185 and Section 186 of the Act with respect to loans granted andinvestments made by the Company. The Company has not provided any guarantee or securityduring the year to the parties covered under section 185 and 186 of the Act. Accordinglycompliance under section 185 and 186 of the Act in respect of providing guarantees orsecurities is not applicable to the company

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposit from public as per the directives issued by theReserve Bank of India and the provisions of Sections 73 to 76 or any other relevantprovisions of the Act and the rules framed thereunder. Accordingly paragraph 3 (v) of theOrder is not applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant tothe rules prescribed by the Central Government for the maintenance of cost records underSection 148(1) of the Act and are of the opinion that prima facie the prescribed accountsand records have been made and maintained. However we have not made a detailedexamination of the cost records with a view to determine whether they are accurate orcomplete.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees' StateInsurance Income-tax Sales-tax Service tax Goods and service tax Duty of exciseValue added tax Cess and other material statutory dues have been generally regularlydeposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' State Insurance Income-tax Sales-taxService tax Goods and service tax Duty of excise Value added tax Cess and othermaterial statutory dues were in arrears as at 31 March 2018 for a period of more than sixmonths from the date they became payable

(b) According to the information and explanations given to us there are no dues ofIncome-tax Sales tax Service tax Goods and Service tax Duty of excise Value added taxand Cess as at 31 March 2018 which have not been deposited with the appropriateauthorities on account of any dispute other than those mentioned below:

Name of statute

Nature of dues

Forum where dispute is pending

Period to which the amount related

Amount involved (Rs. in lakhs)

Amount unpaid (Rs. in lakhs)

Income tax Act 1961 Income tax dues including interest Gujarat High Court Assessment year 2009-10 2.77 2.77
Income tax Act 1961 Income tax dues including interest Deputy commissioner of income tax (appeals) Assessment year 2011-12 75.93 75.93

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans and borrowings to banks financialinstitutions and government. The Company did not have any dues to debenture holders duringthe year

(ix) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not raised any money by way ofinitial public offer or further public offer (including debt instruments) during the year.In our opinion and according to the information and explanations given to us the termloans taken by the Company were applied for the purpose for which they were raised.

(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 have we been informed of any such case by themanagement.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company as prescribed under Section 406 of the Act. Accordinglyparagraph 3 (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable. The details of suchrelated party transactions have been disclosed in the standalone Ind AS financialstatements as required by the applicable Indian Accounting Standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3 (xiv) of the Order is not applicable to the Company.

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

(xvi) In our opinion and according to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly paragraph 3 (xvi) of the Order is not applicable to the Company.

For B S R & Associates LLP
Chartered Accountants
Firm's Registration No: 116231W/W-100024
Jeyur Shah
Place: Ahmedabad Partner
Date: 30 May 2018 Membership No:045754

Annexure B

To the Independent Auditor's Report - 31 March 2018

(Referred to in our report of even date)

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 with reference to financial statementsof Nila Infrastructures Limited ('the Company') as of 31 March 2018 in conjunction withour audit of the standalone Ind AS financial statements of the Company for the year endedon 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 with reference to financial statementscriteria 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 ('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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the 'Guidance Note') and the Standards on Auditing issued by ICAIand deemed to be prescribed under Section 143(10) of the Act to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements was established and maintained and if such controls operated effectively in allmaterial respects

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditors'judgement including the assessment of the risks of material misstatement of thestandalone Ind AS 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 systemwith reference to financial statements

Meaning of Internal Financial Controls With Reference To Financial Statements

A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls With Reference To FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as at31 March 2018 based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note issued by the ICAI.

For B S R & Associates LLP
Chartered Accountants
Firm's Registration No: 116231W/W-100024
Jeyur Shah
Place: Ahmedabad Partner
Date: 30 May 2018 Membership No:045754