kalindee rail nirman engineers ltdmerged Auditors report

To the Members of

Kalindee Rail Nirman (Engineers) Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Kalindee Rail Nirman (Engineers) Limited ("the Company"), which comprise the balance sheet as at March 31, 2016, the statement of Profit and loss and cash ow statement for the year then ended, and a summary of signi cant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash ows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards speci ed under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included 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, issued by the Institute of Chartered Accountants of India, as speci ed under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, its Profit, and its cash ows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 44 of financial statements. The Company has withdrawn Rs. 5477.21 lacs from balances of statement of Profit and loss of the earlier years and transferred to the statement of Profit & loss account of the current year. There is no speci c accounting treatment prescribed in the Accounting Standards and the Companies Act, 2013 but the Company has transferred this amount based on an expert opinion obtained by the Company. Our opinion is not quali ed in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters speci ed in paragraphs 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 best of 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 the Company so far as it appears from our examination of those books;

(c) The balance sheet, statement of Profit and loss, and cash ow statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards speci ed under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disquali ed as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"to this report;

(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion 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 financial position in its financial statements Refer Note 26 to the financial statements;

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

iii. The Company has no amount to be transferred to the Investor Education and Protection Fund.

	For S.S. Kothari Mehta & Co.
	Chartered Accountants
	ICAI Firm registration number: 000756N
	Sd/-
	Sunil Wahal
Place: New Delhi	Partner
Date: May 27, 2016	Membership No. 87294

Annexure A to the Independent Auditors Report to the Members of Kalindee Rail Nirman (Engineers) Limited dated May 27, 2016.

Report on the matters speci ed in paragraph 3 of the Companies (Auditors Report) Order, 2016 ("the Order) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements section.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of xed assets.

(b) The company has a program of physical veri cation of xed assets that covers every item of xed assets over a period of three years. In our opinion, this periodicity and manner of physical veri cation is reasonable having regard to the size of the Company and the nature of its assets. The xed assets at some project sites have been physical veri ed by the management during the year. No material discrepancies were noticed on such veri cation.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment/ xed assets are held in the name of the Company.

(ii) The inventory has been physically veri ed by the management during the year lying at various project sites. In our opinion, the frequency of veri cation is reasonable. No material discrepancies were noticed on such physical veri cation.

(iii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans to, whether secured or unsecured to companies, rms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of Companies Act, 2013. Therefore, the provisions of Clauses (iii) (a) and (b) of the said Order are not applicable to the Company.

(iv) According to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Act are applicable. Hence, clause 3(iv) of the Order is not applicable to the Company.

(v) As the Company has not accepted any deposits, from the public within the meaning of directives issued by the Reserve Bank of India and the provisions of sections 73 & 76 or any other relevant provisions of the Companies Act and the rules framed there under, are not applicable.

(vi) The Central Government has not prescribed the maintenance of cost records under sub section(1) of Section 148 of the Act for any of the products of the Company.

(vii) (a) Undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and records of the Company examined by us, there are no dues of duty of custom, duty of excise and income tax which have not been deposited on account of any dispute, except the following dues of sales tax, works contract tax, entry tax, value added tax and service tax along with the forum where dispute is pending

Name of the statute	Name of dues	Name of the State	Demand as on 31.03.2016 Amount Rs.	Amount Deposited Rs.	Period to which the amount relates	Forum where the dispute is pending
	Sales Tax	Andhra Pradesh	17,34,499	-	Assessment Year 2010-11 & 2011-12	Asst. Commissioner (CT)-VI, Enforcement Wing, Hyderabad.
	Sales Tax	Tamil Nadu	1,75,38,809	-	Financial Year 2010-11, 2011-12,2012-13	Commercial Tax Of cer (Enforcement) Group I,Of ce of the Asst Commissioner (CT) (Enforcement), Cuddalore
Central Sales Tax Act & VAT Act	Sales Tax	Jharkhand	4,06,994	-	Financial Year 2011-12	DCCT, Singhbhum Circle, Jamshedpur
	Sales Tax	Uttar Pradesh	1,44,14,369	34,19,787	Financial Year 2009-10, 2011-12, 2013-14, 2015-16	Dy. Commissioner Commercial Tax, Khand-12 , Noida, Uttar Pradesh
	Entry Tax	Uttar Pradesh	25,000	-	Financial Year 2009-10	Dy. Commissioner Commercial Tax, Khand-12 , Noida, Uttar Pradesh
	Work Contract Tax	Uttar Pradesh	74,25,384	45,63,345	Financial Year 2008-09, 2009-10, 2010-11, 2011-12	Dy. Commissioner Commercial Tax, Khand-12 , Noida, Uttar Pradesh
Finance Act, 1994	Service Tax		23,64,87,256	-	Financial Year 2005-06, 2006-07 & 2007-08 (Upto 31.05.2007)

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, government, banks or debenture holders.

(ix) In our opinion, and according to the information and explanations given to us, the Company has not raised any money way of initial public offer / further public offer (including debt instruments), monies raised by way of term loans were applied for the purpose for which the loans were obtained.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or fraud on the Company by the of cers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company. Therefore, the provisions of clause 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 management, transactions with the related parties are in compliance with section 177 and 188 of Act where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us , the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Act.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

	For S.S. Kothari Mehta & Co.
	Chartered Accountants
	ICAI Firm registration number: 000756N
	Sd/-
	Sunil Wahal
Place: New Delhi	Partner
Date: May 27, 2016	Membership No.87294

Annexure B to the Independent Auditors Report to the Members of Kalindee Rail Nirman (Engineers) Limited dated May 27, 2016

Report on the Internal Financial Controls under Clause (f) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Kalindee Rail Nirman (Engineers) Limited (the Company) as of March 31, 2016, in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and ef cient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as speci ed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

An audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our quali ed audit opinion on the internal financial controls over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys 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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For S.S. Kothari Mehta & Co.
	Chartered Accountants
	ICAI Firm registration number: 000756N
	Sd/-
	Sunil Wahal
Place: New Delhi	Partner
Date: May 27, 2016	Membership No.87294