We have audited the accompanying standalone financial statements of NCC
LIMITED (the Company), which comprise the Balance Sheet as at 31
March, 2015, the Statement of Profit and Loss, the Cash Flow Statement
for the year then ended, and a summary of the significant accounting
policies and other explanatory information, in which are incorporated
the Returns for the year ended on that date audited by the branch
auditors of the Company''s branches at Oman, Nepal and Sri Lanka (the
branches).
Management''s Responsibility for the Standalone Financial Statements
The Company''s 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 standalone 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 principles
generally accepted in India, including the Accounting Standards
specified 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 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 design,
implementation and maintenance of adequate internal financial controls,
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 standalone
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
specified 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 the 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 financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, 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 on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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 31 March, 2015, and its profit and its cash flows for the year ended
on that date.
Emphasis of Matter
Attention is invited to Note 44 to the Financial Statements regarding
managerial remuneration of previous year. The Company is awaiting
approval from Central Government in this regard.
Our opinion is not modified in respect of this matter.
Other Matters
We did not audit the financial statements / information of three (3)
branches included in the standalone financial statements of the Company
whose financial statements / financial information reflect total assets
of Rs. 2,131.48 million as at 31 March, 2015 and total revenues of Rs.
144 .36 million for the year ended on that date, as considered in the
standalone financial statements. The financial statements / information
of these branches have been audited by the branch auditors whose
reports have been furnished to us, and our opinion in so far as it
relates to the amounts and disclosures included in respect of these
branches, is based solely on the report of such branch auditors.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015
(the Order) issued by the Central Government in terms of Section
143(11) of the Act, we give in the Annexure a statement on the matters
specified 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
purposes 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 and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us.
(c) The reports on the accounts of the branches audited by the branch
auditors appointed under Section 143 (8) of the Act have been forwarded
to us and have been properly dealt with by us in preparing this report.
(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account and with the returns received from the branches not
visited by us.
(e) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(f) On the basis of the written representations received from the
directors as on 31 March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(g) With respect to the other matters to be included in the Auditor''s
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 all pending litigations on
its financial position in its financial statements - refer Note 31
(i)(a) and (b) to the financial statements;
ii. The Company did not have any material foreseeable losses relating
to long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(i) Having regard to the nature of the Company''s business/ activities/
results during the year, clause (v) of paragraph 3 of the Order is not
applicable to the Company.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) A major portion of the fixed assets have been physically verified
during the year by the Management in accordance with a programme of
verification, which, in our opinion, provides for physical verification
of all the fixed assets at reasonable intervals having regard to the
size of the Company and the nature of its assets. According to the
information and explanations given to us, the discrepancies noticed on
such verification were not material and have been properly dealt with
in the books of account.
(iii) In respect of its inventories:
(a) According to the information and explanations given to us, the
Management has physically verified the inventories during the year. In
our opinion, having regard to the nature of business and location of
stocks, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were 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 explanations
given to us, the Company has maintained proper records of its
inventories. The discrepancies noticed on verification between the
physical stocks and the book records were not material and have been
properly dealt in the books of account.
(iv) According to the information and explanations given to us, the
Company has granted loans, secured or unsecured, to companies, firms or
other parties covered in the Register maintained under Section 189 of
the Companies Act, 2013. In respect of such loans having regard to the
rollover of the loans,
(a) the receipts of principal amounts and interest have been regular
during the year.
(b) there are no overdue amount in excess of Rs. 1 lakh remaining
outstanding as at the year-end.
(v) 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 the
purchase of inventory and fixed assets and for the sale of goods and
services and during the course of our audit we have not observed any
major weaknesses in such internal control system.
(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014,
as amended and prescribed by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013, and are of the opinion
that, prima facie, the prescribed cost records have been made and
maintained. We have, however, not made a detailed examination of the
cost records with a view to determine whether they are accurate or
complete.
(vii) According to the information and explanations given to us, in
respect of statutory dues:
(a) The Company has been generally regular in depositing undisputed
statutory dues, including Provident Fund, Employees'' State Insurance,
Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Value Added Tax, Cess and other material statutory dues
applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident
Fund, Employees'' State Insurance, Sales Tax, Income-tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other
material statutory dues in arrears as at 31 March, 2015 for a period of
more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs
Duty, Excise Duty, Value Added Tax and Cess which have not been
deposited as on 31 March, 2015 on account of disputes are given below:
Period to which Amount
Statute Nature of dues
Sales Tax and VAT Sales Tax
Laws
Sales Tax
VAT
VAT
VAT
Sales Tax
VAT
VAT
VAT
VAT
Entry tax
VAT
SCR
VAT
ET
Central Excise Laws Excise Duty
Finance Act, 1994 Service Tax
Finance Act, 1994 Service Tax
Statute Forum where dispute is pending
Sales Tax and Hon''ble High Court of Judicature at Hyderabad for the
VAT Laws State of Telangana and the State of Andhra Pradesh
Sales Tax Appellate Tribunal, Andhra Pradesh
Appellate Deputy Commissioner, Hyderabad
Appellate Additional Commissioner, Uttar Pradesh
Deputy Commissioner of Sales tax (Appeals), Assam
Hon''ble High Court of Tamil Nadu
Sr.Joint Commissioner (Appeals), West Bengal
Additional Commissioner (CT); West Bengal
Deputy Commissioner, First Appellate Authority, Delhi
Appellate Deputy Commissioner, Kerala
Hon''ble High Court of Judicature at Hyderabad for the
State of Telangana and the State of Andhra Pradesh
Appellate Authority, Bhopal
Appellate Authority, Bhopal
Hon''ble High Court of Orissa
Hon''ble High Court of Orissa
Central Excise CESTAT, Bangalore
Laws
Hon''ble High Court of Judicature at Hyderabad for the
Finance Act,
1994
State of Telangana and the State of Andhra Pradesh
Finance Act, CESTAT, Bangalore
1994
Statute Period to which Amount
the amount involved
relates ( Rs. in Million)
Sales Tax and 1994 - 1995 & 16.17
VAT Laws 2005 - 2006
1999 - 2004 &
2006 - 2007 57.00
2006 - 2007 17.96
2005 - 2007 32.88
2005 - 2007 184.10
2006 - 2007 4.36
2008 2010
2011 - 2012* 382.93
2010- 2011 203.20
2009 - 2010 157.50
2007 - 2009 2.66
2012 - 2013 495
2008 - 2012 22.51
2011 - 2013 6.86
2007 - 2012 51.53
2007 - 2012 22.06
Central Excise 2007 - 2009 4.73
Laws
Finance Act, 2007 - 2008 130.21
1994
Finance Act, 2005 - 2012 1,802.39
1994
Note: There are no disputed dues of Wealth Tax which have not been
deposited as on March 31, 2015.
(d) The Company has been regular in transferring amounts to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made
thereunder within time.
(viii) The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
financial year.
(ix) In our opinion and according to the information and explanations
given to us, having regard to the rollover of term loans and
debentures, the Company has not defaulted in repayment of dues to banks
and debenture holders except in respect of following dues:
(Rs. In Million)
Particulars Principal Interest Period of delay
(in days)
15.98 41.14 1 to 30 days
Banks - Loans 439.62 38.27 31 to 60 days
1,117.80 23.60 61 to 120 days
300.00 - 1 to 30 days
Banks - Debentures 450.00 - 31 to 60 days
600.00 15.71 61 to 90 days
There were no overdue amounts as at March 31, 201 5.
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks and financial institutions
are not, prima facie, prejudicial to the interests of the Company.
(xi) In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained.
(xii) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no fraud on the
Company has been noticed or reported during the year.
For M. Bhaskara Rao & Co For Deloitte Haskins & Sells
Chartered Accountants Chartered Accountants
(Firm''s Registration No.000459S) (Firm''s Registration No.008072S)
M V Ramana Murthy M. Ramachandran
Partner Partner
Membership No. 206439 Membership No. 16399
Hyderabad, May 14, 2015 Kochi, May 14, 2015
