The Members of Sadbhav Infrastructure Project Limited
Report on the Audit of the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of SadbhavInfrastructure Project Limited ("the Company") which comprise the Balance Sheetas at March 31 2019 the Statement of Profit and Loss including the statement of OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information (herein referred to asStandaloneInd AS' financial statements).
In our opinion and to the best of our information and according to the explanationsgiven to us the standalone Ind AS financial statements give the information required bythe Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2019 its profit including othercomprehensive income its cash flows and the changes in equity for the year ended on thatdate.
Basis for Opinion
We conducted our audit of the Standalone Ind AS financial statements in accordance withthe Standards on Auditing (SA's) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements' section ofour report. We are independent of the Company in accordance with the Code of Ethics'issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone Ind AS financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgement were of mostsignificance in our audit of the standalone Ind AS financial statements for the financialyear ended March 31 2019. These matters were addressed in the context of our audit of thestandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the standalone Ind AS financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the standalone Ind AS financial statements. The results of ouraudit procedures including the procedures performed to address the matters below providethe basis for our audit opinion on the accompanying standalone Ind AS financialstatements.
|Key audit matters ||How our audit addressed the key audit matter |
|Assessing impairment of investments in BOT assets operated under concession arrangements (refer note no 3.10 of the standalone Ind AS financial statements) || |
|As at 31 March 2019 the Company had investments in BOT assets aggregating to INR 21468.88 millions which are operated under concession agreement by subsidiary companies. ||Our audit procedures included but were not limited to: |
| || Obtained an understanding of the Company's valuation methodology applied in determining the recoverable amount of its investments. |
|Each year the company needs to test the aforementioned investments in infrastructure projects for impairment. || Obtained and assessed the key assumptions around the key drivers of cash flow forecasts like growth rate change in traffic and tolls and future operating and finance costs based on the financial models which is used during financial closure documents / refinancing. |
|The measurement of the recoverable amount of those investments in infrastructure projects involves significant judgements and assumptions by the management mainly in relation to growth rate discount rates changes in traffic and tolls and future operating and finance costs. || Assessed the appropriateness of the weighted average cost of capital used in the determining recoverable amount. |
| || Discussed/Evaluated potential changes in key drivers as compared to previous year / actual performance in order to evaluate whether the inputs and assumption used in the cash flow forecasts were appropriate. |
| || Obtained and assessed financial statements of subsidiaries to evaluate its performance. |
| || Performed sensitivity analysis of key assumptions. |
| || Tested the arithmetical accuracy of the model. |
| || Assessed the disclosures made by the Company in relation to this matter. |
|Recognition of revenue from construction services (refer note no 3.4 of the standalone Ind AS financial statements) || |
|Revenue of the company is mainly from Construction Contracts and Major maintenance. Revenue from these contracts are recognized over a period of time in accordance with the requirements of Ind AS 115 Revenue from Contracts with Customers. Revenue recognition involves usage of stage of completion method which is determined based on proportion of contract costs incurred till balance sheet date compared to estimated total contract costs which involves significant judgements relating to estimation of total cost for each contract. ||Our audit procedures included but were not limited to: |
| || Read the accounting policy for revenue recognition of the Company. |
| || Obtained an understanding of the Company's processes and controls for revenue recognition process evaluated the key controls around such process and tested those controls for the operating effectiveness. |
| || Performed tests of details on a sample basis and inspected the underlying customer contracts and relevant supporting documents. Also on sample basis inspected the relevant underlying documents of actual cost incurred during the year. |
|Revenue recognition involves aforesaid significant judgement and estimation. We therefore determined this to be a key audit matter. || Compared costs incurred with estimated costs to identify significant variations and assessed whether those variations have been considered in estimating the remaining costs to complete and consequential determination of stage of completion. We assessed the management's evaluation for the status of completion for projects and total cost estimates. |
| || Performed analytical audit procedures including analyzing material changes in overall contract margin from one period to another. |
| || Checked that the risks of delays and cost overruns related to the performance of works were properly taken into account along with estimates of completion costs and reviewed the contingencies included in the budget and the extent to which disputes were covered. |
| || Assessed the relevant disclosures made by the company in accordance with Ind AS 115. |
Information other than the Standalone Ind AS Financial Statements and Auditor's Reportthereon
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe standalone Ind AS financial statements and our auditor's report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other informationand in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.
Responsibilities of Management for the Standalone Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation and presentation of these standalone IndAS financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) specified under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; and the 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 standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch 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 standalone Ind AS financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.
Evaluate the overall presentation structure and content of the standalone IndAS financial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
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 standalone Ind AS financialstatements for the financial year ended March 31 2019 and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure1" 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 obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose 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 the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;
(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under section 133 of the Act read with Companies(Indian Accounting Standards)Rules2015asamended;
(e) On the basis of the written representations received from the directors as on March31 2019 and taken on record by the Board of Directors none of the directors isdisqualified as on March 312019from being appointed as a director in terms of section164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate Report in"Annexure 2" to this report;
(g) In our opinion the managerial remuneration for the year ended March 31 2019 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act; and
(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule11oftheCompanies (Audit and Auditors) Rules2014 as amended in ouropinion and 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 39to the standalone IndAS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
Annexure 1 referred to in Paragraph 1 of Report on Other Legal and RegulatoryRequirements of our report of even date of Sadbhav Infrastructure Project Limited for theyear ended March 31 2019
(I) a) The company has maintained proper records showing full particulars includingquantitative details and situation of property plant and equipment;
b) The property plant and equipment has been physically verified by the managementduring the year. No material discrepancies were noticed on such verification;
c) As per the Company's records there are no immovable properties held as propertyplant and equipment by the company during the year. Accordingly the provisions of clause3(i)(c) of the order are not applicable to the Company and hence not commented upon.
(ii) The management has conducted physical verification of inventories in the natureof project inventory at reasonable interval during the year and no material discrepancieswere noticed on such physical verification.
(iii) a) The Company has granted loan to seventeen Companies covered in the registermaintained under section 189 of the Act including interest free perpetual debt of INR20371.70 million in the nature of Project Sponsor Contribution as per Sponsor Support andEquity Contribution Agreement entered with the lenders of each special purpose entities asper service concession arrangement of each project. In our opinion and according to theinformation and explanations given to us the terms and conditions of the loans are notprejudicial to the Company's interest.
b) The Company has granted loans that are re-payable on demand to companies covered inthe register maintained under section 189 of the Companies Act 2013 except perpetualdebts in the nature of promoter's contribution which are recoverable on achievement ofcertain financial performance of respective investee entities. We are informed that thecompany has not demanded repayment of any such loan during the year and thus there hasbeen no default on the part of the parties to whom the money has been lent. The payment ofinterest has been regular except interest amounting to INR 403.35 million related tocertain loan transaction granted by the company to a subsidiaries Company.
c) There is no overdue amount of loans granted to companies firms or other partieslisted in the register maintained under section 189 of the Act which are outstanding formore than ninety days except interest of INR 403.35 million on demand loan which isoverdue for more than ninety days from a company covered in the register maintained undersection 189 of the Act and in our opinion at the year end reasonable steps have beentaken by the Company for recovery of the interest.
(iv) In our opinion and according to the information and explanations given to us andbased on legal opinion taken by the Company on applicability of section 185 of Act inrespect of loans to subsidiary entities in the nature of interest free perpetual debt as aproject sponsor contribution the Company has complied with the provisions of section 185of the Companies Act 2013. Further based on the information and explanations given tous being an Infrastructure Company provision of section 186 of the Act is not applicableto the Company and hence not commented upon.
(v) The Company has not accepted any deposits within the meaning of section 73 to 76 ofthe Act and the Companies (Acceptance of deposits) rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the order are not applicable and hence not commentedupon.
(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Act related to road and other infrastructure projects relatedservices and are of the opinion that prima facie the specified accounts and records havebeen made and maintained. We have not however made a detailed examination of the same.
(vii) a) According to information and explanations given to us and on the basis ofexamination of the records of the company provided to us amount deducted/accrued in thebooks of account in respect of undisputed statutory dues including provident fundemployee's state insurance income-tax goods and services tax cess and other materialstatutory dues have generally been regularly deposited with the appropriate authoritiesthough there has been a slight delay in a few cases. According to the information andexplanation given to us there are no dues payable on account of customs duty during theyear.
b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employee's state insurance income-tax goods andservices tax cess and other material statutory dues were outstanding at the year end fora period of more than six months from the date they became payable.
c) According to the information explanation and records of the Company the duesoutstanding of income tax service tax goods and services tax and cess on account of anydispute is as follows:
|Name of the statute ||Nature of dues ||Amount (INR in million) ||Period to which the amount relates ||Forum where dispute is pending |
|The Finance Act 1994 ||Service Tax* ||40.98 ||FY 2009-10 and FY 2010-11 ||CESTAT Ahmedabad |
*Net of INR 2.50 Million paid under protest.
(viii)In our opinion and according to information and explanations given by themanagement we are of the opinion that the Company has not defaulted in repayment of loansor borrowings to bank and dues to debenture holders. The Company did not have any duespayable to the financial institutions and government.
(ix) According to the information and explanations given by the management the Companyhas not raised any money by way of initial public offer or further public offer (includingdebt instruments) and term loans during the year and hence reporting under clause 3(ix)is not applicable to the Company and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the company or no material fraud onthe company by the officers and employees of the Company has been noticed or reportedduring the year.
(xi) According to the information and explanations given by the management we reportthat the managerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii)According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the standaloneInd AS financial statements as required by the applicable accounting standards.
(xiv)According to the information and explanations given to us and on an overallexamination of the balance sheet the company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirement under clause 3(xiv) are not applicable to thecompany and not commented upon.
(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of the Act and hence not commented upon.
(xvi)According to the information and explanations given to us the company is notrequired to be registered under section 45IA of Reserve Bank of India Act 1934 and hencenot commented upon.
Annexure 2 of the Independent Auditor's Report of even date on the Standalone Ind ASFinancial Statements of Sadbhav Infrastructure Project 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 SadbhavInfrastructure Project Limited ("the Company") as of March 31 2019 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to the 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.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these standalone Ind AS financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteand the Standards on Auditing as specified under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls and both issuedby the Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting with reference to these standalone Ind AS Financial statements was establishedand maintained 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 over financial reporting with reference to thesestandalone Ind AS financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these standaloneInd AS financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue 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 over financialreporting with reference to these standalone Ind AS financial statements.
Meaning of Internal Financial Controls Over Financial Reporting With Reference to theseStandalone Ind AS Financial Statements
A company's internal financial control over financial reporting with reference to theseStandalone Ind AS financial statements is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financial reportingwith reference to these standalone financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and(3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting WithReference to these Standalone Ind AS Financial
Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone Ind AS financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone Ind AS financial statements to future periods are subject to the riskthat the internal financial control over financial reporting with reference to thesestandalone Ind AS financial statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.
In our opinion the Company has in all material respects adequate internal financialcontrols over financial reporting with reference to these standalone Ind AS financialstatements and such internal financial controls over financial reporting with reference tothese standalone Ind AS financial statements were operating effectively as at March 312019 based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote.
|For S R B C & CO LLP ||For S G D G & ASSOCIATES LLP |
|Chartered Accountants ||Chartered Accountants |
|ICAI Firm Registration Number: 324982E/E300003 ||ICAI Firm Registration Number: W100188 |
|per Sukrut Mehta ||per Devansh Gandhi |
|Partner ||Partner |
|Membership Number: 101974 ||Membership Number: 129255 |
|Place of Signature: Ahmedabad ||Place of Signature: Ahmedabad |
|Date: May 27 2019 ||Date: May 27 2019 |