We have audited the accompanying financial statements of Hindustan
Construction Company Limited. (''the Company''), which comprise the
Balance Sheet as at March 31, 2014 , the Statement of Profit and Loss
and the Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (''the Act'') which shall continue to apply in
respect of section 133 of the Companies Act, 2013 in terms of General
Circular 15/2013 dated September 13, 2013 issued by the Ministry of
Corporate Affairs. This responsibility includes the design,
implementation and maintenance of internal control 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.
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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 auditor''s 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 control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entities
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
1) 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:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(ii) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
2) We did not audit the financial statements of certain Integrated
Joint Ventures reflecting Company''s share in Profit of Rs. 1.58 crore in
these financial statements. These financial statements have been
audited by other auditors whose reports have been furnished to us by
the Management, and our opinion, in so far as it relates to the amounts
included in respect of the said audited Joint Ventures, is based solely
on the Reports of the other auditors. Our opinion is not qualified in
respect of this matter.
Emphasis of Matter
3) We draw attention to:
(a) Note No. 35 and 36 of the Notes to financial statements regarding
Company''s exposure in the nature of long-term investments and loans
advances of Rs. 866.13 crore and Rs. 843.01 crore in its subsidiaries
namely HCC Real Estate Ltd. and HCC Infrastructure Ltd. On the basis
of the book value of these companies, there is a diminution in the
value of these investments and advances, which in the opinion of the
Management is of temporary in nature.
(b) Note No. 37 of the Notes to financial statements regarding
Company''s claims of Rs. 518.36 crore outstanding for more than 5 years
under ''Uncompleted Contracts and Value of Work Done'', ''Long Term Trade
Receivables'' and ''Short Term Loans and Advances'' amounting to Rs. 445.53
crore, Rs. 34.33 crore and Rs. 38.50 crore respectively. Considering the
contractual tenability, progress of negotiation with clients and based
on its past experience, management is reasonably confident of the
recovery of the same.
(c) Note No. 38 of the Notes to financial statements regarding ''Long
Term Trade Receivables'' and ''Uncompleted Contracts and Value of Work
Done'' as at March 31, 2014 of Rs. 1,056.57 crore and Rs. 243.11 crore
respectively, representing favorable arbitration awards (including
interest thereon) which have subsequently been challenged by the
clients in courts. Of the above, awards amounting to Rs. 105.44 crore
have been set aside by District/High Courts against which the Company
has preferred appeals at High Courts/Supreme Court and is legally
advised that it has a good case on merit. The recoverability of these
amounts is dependent upon the final outcome of the appeals getting
resolved in the favour of the Company.
(d) Note No. 39 of the Notes to financial statements regarding ''Trade
receivables'' and ''Uncompleted Contracts and Value of Work Done (net of
client advances)'' of Rs. 20.96 crore and Rs. 48.19 crore respectively which
have been outstanding for projects where work has been suspended by the
client or has been projects have handed over to clients. Based on the
continuous dialogue with the Clients, management is reasonably
confident of the recovery of these amounts.
(e) Note No. 28.1 of the financial statement regarding managerial
remuneration paid to Chairman and Managing Director which is in excess
by Rs. 10.18 crore per annum in respect of financial year 2012-13 and
2013-14 for which Company has made an application to the Central
Government; approvals in this regard are under consideration / pending
Report on Other Legal and Regulatory Requirements
4) As required by the Companies (Auditor''s Report) Order, 2003 (as
amended) (''the Order'') issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Act, we enclose in the
annexure a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
5) As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956 which shall
continue to apply in respect of section 133 of the Companies Act, 2013
in terms of General Circular 15/2013 dated September 13, 2013 issued by
the Ministry of Corporate Affairs.
e) On the basis of the written representations received from the
directors, as on March 31, 2014, and taken on record by the Board of
Directors, none of the directors of the Company is disqualified as on
March 31, 2014 from being appointed as a director, in terms of clause
(g) of sub-section (1) of Section 2 74 of the Companies Act, 1956;
(Referred to in paragraph 1 under the heading ''Report on Other Legal
and Regulatory Requirements'' of our Report of even date on the
financial statements for the year ended on March 31, 2014 of Hindustan
Construction Company Limited.)
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
(b) A substantial portion of the fixed assets have been physically
verified by the management during the year. In our opinion the
frequency of verification is reasonable having regard to the size of
the Company and the nature of its assets. No material discrepancies
were noticed on such verification.
(c) Fixed assets disposed off during the year were not substantial.
According to the information and explanations given to us, we are of
the opinion that the disposal of fixed assets has not affected the
going concern status of the Company.
(ii) (a) The inventories have been physically verified by the
management at reasonable intervals during the year. In our opinion, the
frequency of verification is reasonable.
(b) The procedure of physical verification of inventories followed by
the management is reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) In our opinion and according to the information and explanation
given to us, the Company is maintaining proper records of inventory.
The discrepancies noticed on verification between physical stocks and
the book records were not material and have been properly dealt with in
the books of account.
(iii) (a) The company has not granted unsecured loans and
Inter-Corporate Deposits to companies covered in the Register
maintained under Section 301 of the Act. Hence the provisions of clause
(iii) (a), (b), (c), (d) of paragraph 4 are not applicable to the
(b) The company has taken an unsecured loan from two companies covered
in the Register maintained under Section 301 of the Companies Act,
1956. The maximum amount involved in the current year amounted to Rs. 64
crore and the year-end balance of loans taken from such parties are Rs.
(c) Based on the information and explanations given to us, we are of
the opinion that the rate of interest and other terms and conditions of
loans taken from such parties covered in the Register maintained under
Section 301 are not prima facie prejudicial to the interests of the
(d) According to the information and explanations given to us,
repayments of the principal and interest have been regularly made as
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the company and the nature of its business, for
purchase of inventory and fixed assets and for the Work Done. However
the internal controls over accounting of consumption, wastages,
material reconciliation, need further strengthening.
(v) (a) The company has taken unsecured loans from two companies which
are covered in the Register maintained under Section 301 of the
Companies Act, 1956. The same has been entered in the register. The
maximum amount involved in the current year amounted to Rs. 64 crore and
the balance at the year end is Rs. 48 crore.
(b) In our opinion and according to the information and explanation
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Sec 301 of the
Companies Act,1956 have been made at prices which are reasonable having
regard to prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under. Therefore, the provisions of Section 58A, 58AA and any
other relevant provisions of the Companies Act, 1956 and the rules
framed there under with regard to deposits accepted from the public are
not applicable to the Company.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business. However the
scope needs to be enlarged to cover project related cost-to-complete
workings and certain areas of head office accounting.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government of India,
regarding the maintenance of cost records under clause (d) of
subsection (1) of Section 209 of the Act and are of the opinion that
prima facie, the prescribed accounts and records have been maintained.
We have, however not made a detailed examination of the records with a
view to determine whether they are accurate or complete.
(ix) (a) According to the records of the Company, Provident Fund,
Investor Education and Protection Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Cess and other material statutory dues applicable to it have been
generally regularly deposited during the year with the appropriate
authorities. According to the information and explanations given to us,
no undisputed amounts payable in respect of above were in arrears, as
at March 31, 2014 for a period of more than six months from the date on
which they became payable.
(b) According to the records of the Company, sales tax, income tax,
customs duty, wealth tax, service tax, excise duty or cess which have
not been deposited on account of dispute are given below:
Nature Year Amount Forum where dispute is
of (Rs.in pending
1996-97 & 1.35 High Courts
1997-98 to 5.97 Taxation Tribunal
2002-03 to 63.27 AC/DC/Add.
2009-10 Commissioners & ACTO
2004-07 & 0.31 Central Excise Appeal/
2005-06 Service Tax Commissioner
Tax 2005 to
2006 2.97 Central Excise and Service
2004-05 to 741.51 Tax Appellate Tribunal
(x) The Company does not have any accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by our audit but has incurred cash losses in the
immediately preceding financial year.
(xi) The details of principal and interest not paid on due dates i.e.
the last dates specified in loan documents or debenture trust deed, to
the Financial Institutions and Banks during the year are as follows
Amount of Principal Period of Delays
(fin crore) (in Days)
41.54 0 to 30
Amount of Interest Period of Delays
(fin crore) (in Days)
157.39 1 to 30
50.97 31 to 60
These dues have been paid by the end of the year and there is no
overdue as of 31st March, 2014
(xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities
(xiii) In our opinion the Company is not a chit fund or a nidh / mutual
benefit fund / society. Therefore the provisions of clause 4(xiii) of
the Companies (Auditor''s Report) (Amendment) Order, 2004 are not
applicable to the Company
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
(xv) In our opinion, the terms and conditions on which the Company has
given guarantees for loans taken by others from banks or financial
institutions are not prejudicial to the interest of the Company.
(xvi) In our opinion the term loans have been applied for the purpose
for which they were raised.
(xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that funds raised on short-term basis have not been used for long-term
(xviii) During the year under audit the Company has not made
preferential allotment of equity shares. However the Company has made
preferential allotment of warrants to companies covered in the register
maintained under Section 301 of the Companies Act, 1956. The price at
which the warrants have been issued has been determined as per the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirement) Regulations, 2009, which in our opinion is not prejudicial
to the interest of the Company.
(xix) According to the information and explanations given to us, no
debentures were issued during the period.
(xx) The Company has not raised any money by way of public issue during
(xxi) According to the information and explanations given to us, no
fraud on or by the company has been noticed or reported during the
course of our audit.
For K.S. Aiyar & Co,
ICAI Firm Registration No: 100186W
Raghuvir M. Aiyar
Place: Mumbai Partner
Date: 2nd May, 2014 Membership No.: 38128