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A2Z Infra Engineering Ltd.

BSE: 533292 Sector: Engineering
NSE: A2ZINFRA ISIN Code: INE619I01012
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VOLUME 196608
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OPEN 12.35
CLOSE 13.00
VOLUME 196608
52-Week high 16.07
52-Week low 3.95
P/E
Mkt Cap.(Rs cr) 218
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

A2Z Infra Engineering Ltd. (A2ZINFRA) - Auditors Report

Company auditors report

To the Members of A2Z Infra Engineering Limited

Report on the Audit of the Standalone Financial Statements

Disclaimer of Opinion

1. We were engaged to audit the accompanying standalone financialstatements of A2Z Infra Engineering Limited (‘the Company') which comprise theBalance Sheet as at 31 March 2021 the Statement of Profit and Loss (including OtherComprehensive Income) the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and a summary of the significant accounting policies and otherexplanatory information in which are included the returns for the year ended on that dateaudited by the branch auditors of the Company's branches located at Tanzania NepalZambia and Uganda.

2. We do not express an opinion on the accompanying standalonefinancial statements of the Company. Because of the significance of the matters describedin the Basis for Disclaimer of Opinion section of our report we have not been able toobtain sufficient appropriate audit evidence to provide a basis for an audit opinion onthese standalone financial statements.

Basis for Disclaimer of Opinion

3. a. As stated in Note 31 to the accompanying standalone financialstatements the Company has incurred a net loss after tax of Rs. 8314.22 lakhs during theyear ended 31 March 2021 and as of that date the Company's accumulated losses amount toRs. 80722.77 lakhs which have resulted in partial erosion of its net worth and thecurrent liabilities exceed current assets by Rs. 13366.79 lakhs. Also certain lendershave filed applications with the National Company Law Tribunal (NCLT) Debt RecoveryTribunal (DrT) and other courts for recovery of their dues as detailed in Note 22.2 and31. The Company has also delayed in repayment of borrowings payment of statutory dues anddues payable to other lenders including delays with respect to dues payable under one-timesettlement agreements as further detailed in Note 22.1 and 22.2. As confirmed by themanagement the Company has been in discussions with the lenders regarding restructuringof these borrowings the resolution for which is yet to be finalised. Further theexpected realisation of the amounts outstanding from certain customers within the next 12months with whom the Company is in discussions is uncertain in the absence of anyconfirmations from such customers and potential impact of COVID-19. Such events andconditions together with the uncertainty arising on account of COVID-19 pandemic and itspossible impact on management's assumptions as further described in Note 47 and othermatters as set forth in the note 31 cast significant doubt on the Company's ability tocontinue as a going concern. In the absence of sufficient appropriate audit evidence tosupport the management's assessment with respect to restructuring of borrowings andavailability of funds we are unable to comment on the ability of the Company to continueas a going concern.Further the component auditor of the Company's Tanzania Branch asdetailed in Note 46 has also reported a material uncertainty related to going concernsection in their auditor's report on the financial statements of the branch for the yearended 31 March 2021.Our audit report on the standalone financial statements for the yearended 31 March 2020 also included a disclaimer of opinion in respect of this matter.

b. As stated in Note 22.1 and 22.2 to the accompanying standalonefinancial statementthe Company has borrowings from certain banks which have beenclassified as non-performing assets (‘NPA borrowings') and those from certain otherbanks/ asset reconstruction company (together referred to as ‘the Lenders'). TheCompany had entered into settlement agreements (“Settlement Agreements”) withsome of these Lenders for the aforesaid loans. As described in the said note the Companyhas delayed payments in respect of the instalments due to these Lenders pursuant to therelevant loan agreements and Settlement Agreements. In respect of the aforementioned NPAborrowings and delayed payments under the Settlement Agreements the Company has notrecognised interest for the year ended 31 March 2021 aggregating to Rs. 3384.95 lakhs(accumulated interest as at 31 March 2021 being Rs. 5971.40 lakhs) payable under theterms of the said agreements as estimated by the management on the basis of expectedre-negotiation with the Lenders. Pending confirmations/ reconciliations from the Lendersand in the absence of sufficient appropriate evidence to substantiate management'sassessment we are unable to comment on the adjustments if any that may be required tothe carrying values of the aforesaid borrowings and dues (including interest) payable tothe Lenders in accordance with the terms of loan agreements and Settlement Agreement andthe consequential impact of such adjustments on the accompanying standalone financialsstatement. Our audit report on the standalone financial statements for the year ended 31March 2020 also included a disclaimer of opinion in respect of this matter.

c. As stated in Note 5.2 to the accompanying standalone financialstatement the Company's non-current investment (net of impairment) in its associateCompany namely Greeneffect Waste Management Limited (formerly known as A2Z Green WasteManagement Limited) (“GWML') and its other current financial assets (net ofimpairment) and its current financial assets-loan which include amounts dues from suchassociate company as on 31 March 2021 aggregate to Rs. 21978.26 lakhs Rs. 728.37 lakhsand Rs. 435.80 lakhs respectively. The consolidated net worth of the aforesaid associatecompany as on that date has been fully eroded on account of losses incurred. Further theassociate company is facing liquidity constraints due to which it may not be able to meetthe projections as per the approved business plans. Based upon the valuation report of anindependent valuer as at 31 March 2021 arbitration awarded in favor of GWML and otherfactors described in the aforementioned note management has considered such balances asfully recoverable. However in the absence of sufficient and appropriate audit evidence tosupport the management's assessment as above we are unable to comment upon adjustmentsif any that may be required to the carrying value of these balances and theconsequential impact on the accompanying standalone financial statement. Our audit reporton the standalone financial statements for the year ended 31 March 2020 also included adisclaimer of opinion in respect of this matter.

d. As stated in the Note 23.1 to the accompanying standalone financialstatement there have been consistent delays in filing of Goods and Services Tax(‘GST') returns of the Company under various GSTINs held by the Company acrossvarious states. Further such returns indicate certain cross-charge billings betweendifferent locations of the Company for which we have not been provided adequate supportingevidences. As further explained in the note there have also been delays in reporting ofcertain revenue transactions in the aforesaid returns filed by the Company beyond thetimeline under the applicable GST laws.

In the absence of sufficient and appropriate audit evidence tosubstantiate the basis for the adjustments made in the GST returns and consideringpenalties or fines that may be levied on account of aforesaid delays we are unable tocomment on the adjustments if any that may be required to the accompanying standalonefinancial statement including to the carrying values of GST payable included in Statutorydues payable under other current liabilities and GST recoverable included in Balances withGovernment authorities under other current assets.

Emphasis of Matter

4. We draw attention to:

a. Note 3.1 to the accompanying standalone financial statement whichdescribes the uncertainties relating to the outcome of the pending various litigations inrespect of the three cogeneration power plants of the Company for which the Company hasfilled petitions and appeals at various forums. The final outcome of these matters ispresently unascertainable. Further the said note also describes the significant estimatesand assumptions used by the management for determining recoverable amount of suchcogeneration power plants classified under property plant and equipment and capitalwork-in-progress aggregating to Rs. 2273.91 lakhs and Rs. 4374.29 lakhs respectivelyas at 31 March 2021 with respect to the impairment assessment in accordance with therequirements of Ind AS 36 'Impairment of Assets'. Basis such valuation the managementbelieves that no further adjustment is required to the carrying value of the aforesaidcogeneration power plants.

b. Note 40(a) to the accompanying standalone financial statement whichdescribes the uncertainty relating to the outcome of litigation pertaining to income-taxmatters pursuant to orders received by the Company against which management and theassessing authorities have filed appeals with relevant Income-tax Authorities. The finaloutcome of these matters is presently unascertainable.

c. Note 11 to the accompanying standalone financial statement whichdescribes the uncertainty relating to utilization/ recovery of input tax credit and levyof interest on service tax. Based on the terms of the contract with the customers/vendorsand independent legal opinion management believes that these amounts are recoverable fromthe customer including interest thereon and that the Company will be able to avail theinput tax credit for aforementioned matter.

d. Note 21.2 to the accompanying standalone financial statement whichdescribes the uncertainties relating to the outcome of arbitration proceedings between theCompany and its sub-contractor filed under section 17 of the Arbitration and ConciliationAct 1996 before the Arbitral Tribunal.

Responsibilities of Management and Those Charged with Governancefor the Standalone Financial Statements

5. The accompanying standalone financial statements have been approvedby the Company's Board of Directors. The Company's Board of Directors is responsible forthe matters stated in section 134(5) of the Companies Act 2013 (‘the Act') withrespect to the preparation of these standalone financial statements that give a true andfair view of the financial position financial performance including other comprehensiveincome changes in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Ind AS specified under section 133of the Act. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

6. In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

7. Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

8. Our responsibility is to conduct an audit of the accompanyingstandalone financial statements in accordance with Standards on Auditing specified undersection 143(10) of the Act and to issue an auditor's report. However because of thematters described in the Basis for Disclaimer of Opinion section of our report we werenot able to obtain sufficient appropriate audit evidence to provide a basis for an auditopinion on these standalone financial statements. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (‘ICAI') together with the ethical requirements that are relevant to our auditof the standalone financial statements under the provisions of the Act and the rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics.

Other Matter

9. We did not audit the financial statements of four branches includedin the standalone financial statement of the Company whose financial statements reflectstotal assets and net assets of Rs. 9327.31 lakhs and Rs. 479.20 lakhs respectively as at31 March 2021 and the total revenues of Rs. 5583.08 lakhs total net loss after tax ofRs. 361.75 lakhs total comprehensive loss of Rs. 361.75 lakhs and cash flows (net) ofRs. (46.73) lakhs respectively for the year then ended as considered in the standalonefinancial statements. These financial statements have been audited by the branch auditorswhose reports have been furnished to us by the management and our opinion on thestandalone financial statements in so far as it relates to the amounts and disclosuresincluded in respect of branches and our report in terms of sub-section (3) of Section 143of the Act in so far as it relates to the aforesaid branches is based solely on thereport of such branch auditors.

Further of these branches three branches are located outside Indiawhose financial statements and other financial information have been prepared inaccordance with accounting principles generally accepted in their respective countries andwhich have been audited by branch auditors under generally accepted auditing standardsspecified in Annexure 1 as applicable in their respective countries. The Company'smanagement has converted the financial statements of such branches from accountingprinciples generally accepted in their respective countries to accounting principlesgenerally accepted in India. We have audited these conversion adjustments made by theCompany's management. This report in so far as it relates to the balances and affairs ofthese branches is based on the audit report of branch auditors and the conversionadjustments prepared by the management of the Company and audited by us.

Report on Other Legal and Regulatory Requirements

10. Based on our audit and on the consideration of the reports of thebranch auditors as referred to in paragraph 9 above we report that the Company has notpaid or provided for any managerial remuneration during the year. Accordingly reportingunder section 197(16) of the Act is not applicable.

11. As required by the Companies (Auditor's Report) Order 2016(‘the Order') issued by the Central Government of India in terms of section 143(11)of the Act we give in the Annexure A a statement on the matters specified in paragraphs3 and 4 of the Order.

12. Further to our comments in Annexure A as required by section143(3) of the Act and on the consideration of the reports of the branch auditors asreferred to in paragraph 9 above we report to the extent applicable that:

a) as described in the Basis for Disclaimer of Opinion section wesought but were unable to obtain all the information and explanations which to the best ofour knowledge and belief were necessary for the purpose of our audit;

b) due to the possible effects of the matters described in the Basisfor Disclaimer of Opinion section we are unable to state whether proper books of accountas required by law have been kept by the Company so far as it appears from our examinationof those books. Proper returns adequate for the purposes of our audit have been receivedfrom the branches not visited by us;

c) the reports on the accounts of the branch offices of the Companyaudited under section 143(8) of the Act by the branch auditors have been sent to us andhave been properly dealt with by us in preparing this report;

d) the standalone financial statements dealt with by this report are inagreement with the books of account and with the returns received from the branches notvisited by us;

e) due to the possible effects of the matters described in the Basisfor Disclaimer of Opinion section we are unable to state whether the aforesaid standalonefinancial statements comply with the Ind AS specified under section 133 of the Act;

f) the matters described in Paragraph 3 and 4 in the Basis forDisclaimer of Opinion / Emphasis of Matter section in our opinion may have an adverseeffect on the functioning of the Company;

g) on the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2021 from being appointed as a director in terms of section164(2) of the Act;

h) the reservations relating to the maintenance of accounts and othermatters connected therewith are as stated in the Basis for Disclaimer of Opinion sectionread with paragraph 12(b) above;

i) we were also engaged to audit the internal financial controls withreference to standalone financial statements of the Company as on 31 March 2021 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date and our report dated 21July 2021 as per Annexure B expresseddisclaimer of opinion; and

j) with respect to the other matters to be included in the Auditor'sReport in accordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 (asamended) in our opinion and to the best of our information and according to theexplanations given to us and based on the consideration of the reports of the branchauditors as referred to in paragraph 9 above:

i. due to the possible effects of the matters described in the Basisfor Disclaimer of Opinion section we are unable to state whether the Company hasdisclosed fully the impact of pending litigations on its financial position as at 31 March2021;

ii. due to the possible effects of the matters described in the Basisfor Disclaimer of Opinion section we are unable to state whether the Company has madeadequate provision as at 31 March 2021 as required under the applicable law or Ind ASfor material foreseeable losses if any on long-term contracts including derivativecontracts;

iii. there were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended 31 March 2021;and

iv. the disclosure requirements relating to holdings as well asdealings in specified bank notes were applicable for the period from 8 November 2016 to 30December 2016 which are not relevant to these standalone financial statements. Hencereporting under this clause is not applicable.

For Walker Chandiok& Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Sd/-
Manish Agrawal
Partner Membership No.: 507000
UDIN: 21507000AAAACU2585
Place: Gurugram
Date: 21 July 2021

Annexure A to the Independent Auditor's Report of even date to themembers of A2Z Infra Engineering Limited on the standalone financial statements for theyear ended 31 March 2021

Annexure A

Based on the audit procedures performed for the purpose of reporting atrue and fair view on the standalone financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets comprising of‘property plant and equipment' ‘capital work in progress' and ‘otherintangible assets'.

(b) All property plant and equipment and capital work- in-progresshave not been physically verified by the management during the year however there is aregular program of verification once in three years which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are includedunder the head ‘Property plant and equipment') are held in the name of the Companyand certain immovable properties in the nature of building that have been taken on leaseand disclosed under the head right of use assets in the standalone financial statementsthe lease deeds are in the name of the Company where the Company is the lessee as per thelease agreement.

(ii) The Company does not have any inventory. Accordingly theprovisions of clause 3(ii) of the Order are not applicable.

(iii) The Company has granted unsecured loans to companies covered inthe register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans arenot prima facie prejudicial to the Company's interest;

(b) the schedule of repayment of the principal and the payment of theinterest has not been stipulated and hence we are unable to comment as to whetherrepayments/receipts of the principal amount and the interest are regular; and

(c) in the absence of stipulated schedule of repayment of principal andpayment of interest we are unable to comment as to whether there is any amount which isoverdue for more than 90 days and whether reasonable steps have been taken by the Companyfor recovery of the principal amount and interest.

(iv) In our opinion the Company has complied with the provisions ofSections 185 and 186 of the Act in respect of loans investments guarantees and security.

(v) In our opinion the Company has not accepted any deposits withinthe meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are notapplicable.

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the Rules made by the Central Government for the maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of Company'sproducts/services and are of the opinion that prima facie the prescribed accounts andrecords have been made and maintained. However we have not made a detailed examination ofthe cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of customs duty ofexcise value added tax goods and services tax cess and other material statutory duesas applicable have not been regularly deposited to the appropriate authorities and therehave been significant delays in a large number of cases. Undisputed amounts payable inrespect thereof which were outstanding at the year-end for a period of more than sixmonths from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than sixmonths

Name of the statute Nature of the dues Amount (Rs. in lakhs) Period to which the amount relates Due Date Date of payment
Income Tax Act 1961 Tax deducted at source 863.76 March 2016 to August 2020 7th day of subsequent month Not paid yet
Chapter V of Finance Act1994 Service tax 5513.25 March 2016 to June 2017 5th of subsequent month (6th for online payment) Not paid yet
Central Goods and Services Tax Act 2017 Goods and services tax 7321.88 March 2018 to August 2020 20th of subsequent month Refer Note-1
Employees Provident Fund and Miscellaneous Provisions Act 1952 Employee Provident fund 92.04 November 2015 to August 2020 15th day of subsequent month Not paid yet
Employee State Insurance Act 1948 Employee State Insurance 35.52 June 2016 to August 2020 21st day of subsequent month Not paid yet
Employee Welfare Fund Employee welfare fund 0.17 November 2016 to August 2020 25th day of subsequent month Not paid yet
Madhya Pradesh State Tax on Professions Trades Callings and Employment Act 1995 Professional Tax 7.33 July 2012 to August 2020 10th of subsequent month Not paid yet
West Bengal State Tax on Professions Trades Callings and Employment Act 1979 Professional Tax 0.86 April 2015 to August 2020 21st of subsequent month Not paid yet
Maharashtra State Tax on Professions Trades Callings and Employments Act 1975 Professional Tax 0.23 January 2017 to August 2020 30th of subsequent month Not paid yet
The Gujarat Panchayats Municipalities Municipal Corporation and State tax on Professions Traders Callings and Employments Act 1976 Professional Tax 0.06 May 2017 to August 2020 15th of subsequent month Not paid yet
The Karnataka Tax on Professions Trades Callings And Employment Act 1976 Professional Tax 0.05 May 2017 to August 2020 20th of subsequent month Not paid yet

Note-1 : Refer Paragraph 3(d) of our audit report on the standalonefinancial statements for the year ended 31 March 2021 wherein matters relating to thecarrying value of GST payables and receivables have been included in the Basis forDisclaimer of Opinion paragraph in such audit report.

(b) The dues outstanding in respect of income-tax sales-taxservice-tax duty of customs duty of excise and value added tax on account of anydispute are as follows:

Statement of Disputed Dues

Name of the statute Nature of the dues Amount (Rs. in lakhs) Amount Paid Under Protest (Rs. in lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Demand made under section 153A and 153B 3269.81 Assessment years 2009-10 to 2013-14 Income Tax Appellate Tribunal Delhi
The Maharashtra Value Added Tax 2002 Value Added Tax 1801.79 - 2008-09 Maharashtra Sales Tax Tribunal
Value Added Tax 15.52 - 2009-10 Joint Commissioner (Appeal) Mumbai Maharashtra
Central Sales Tax 154.06 - 2009-10 Joint Commissioner (Appeal) Mumbai Maharashtra
Value Added Tax 22.88 - 2010-11 Joint Commissioner (Appeal) Mumbai Maharashtra
Central Sales Tax 225.99 - 2010-11 Joint Commissioner (Appeal) Mumbai Maharashtra
Central Sales Tax 17.92 - 2011-12 Joint Commissioner (Appeal) Mumbai Maharashtra
Central Sales Tax 19.88 - 2012-13 Sales Tax Tribunal Mumbai Maharashtra- Appeal
Value Added Tax 29.10 - 2012-13 Sales Tax Tribunal Mumbai Maharashtra- Appeal
Central Sales Tax 98.67 - 2015-16 Assisstant commissioner of State Tax- Nodal Division Mumbai.
Value Added Tax 72.51 - 2015-16 Assisstant commissioner of State Tax- Nodal Division Mumbai.
Bihar Value Added Tax 2005 Value Added Tax 203.61 61.08 2012-13 Commissioner Commercial Tax Bihar
Value Added Tax 1644.31 125.15 2013-14 Commissioner Commercial Tax Bihar
Value Added Tax 83.55 - 2010-11 Assessing Officer Commercial Tax Bihar
The West Bengal Value Added Tax 2003 Value Added Tax 653.11 50.00 2009-10 West Bengal Commercial Taxes Appellate & Revisional Board Kolkata
Value Added Tax 1019.40 175.00 2010-11 West Bengal Commercial Taxes Appellate & Revisional Board Kolkata
Central Sales Tax 54.13 2010-11 West Bengal Commercial Taxes Appellate & Revisional Board Kolkata
Central Sales Tax 229.16 - 2011-12 Additional Commissioner (Appeal) Sales Tax Kolkata
Central Sales Tax 2.07 - 2014-15 Joint Commissioner (Appeals) Sales tax Kolkata
Value Added Tax 192.72 - 2014-15 Joint Commissioner (Appeals) Sales tax Kolkata
Andhra Pradesh Value Added Tax Act 2005 Value Added Tax 62.95 29.59 2010-11 Andhra Pradesh Sales Tax and VAT Appellate Tribunal Hyderabad
Haryana VAT Act 2003 Central Sales Tax 1930.50 - 2009-10 Sales tax Revisional Authority Gurgaon
The Madhya Pradesh VAT Act 2002 Central Sales Tax 3.25 - 2013-14 Joint Commissioner Indore Madhya Pradesh
Central Sales Tax 11.84 2.37 2015-16 Assistant commissioner (Sales tax) Madhya Pradesh
Central Sales Tax 8.77 - 2016-17 Assistant commissioner (Sales tax) Madhya Pradesh
Jammu and Kashmir Value Added Tax Act 2005 Central Sales Tax 64.66 2012-13 State Tax Officer Jammu
Kerala VAT Act 2003 Central Sales Tax 219.38 - 2011-12 Hon'ble High Court of Kerala Ernakulam
The Karnataka Value Added Tax Act 2003 Value Added tax 4.46 - 2012-13 Deputy Commissioner- Audit Bangalore Karnataka

viii) There are no dues payable to debenture-holders or government. TheCompany has defaulted in repayment of loans/borrowings to the following banks andfinancial institutions during the year which is detailed below:*

(Amount in lakhs'

Particulars

Default (in months)

Banks: (0-3) (3-6) (6-12) More than 12
Allahabad Bank 215.92 82.08 852.99 1536.19
Axis Bank 209.84 126.59 996.37 3397.93
DBS 2103.81 - 136.87 797.51
ICICI Bank 22.16 14.68 49.45 689.47
IDBI Bank 252.17 130.81 603.75 1996.58
Indusind Bank 159.38 - - -
Kotak Mahindra Bank 314.30 237.39 571.15 1620.37
Standard Chartered Bank 1020.25 - 312.00 3432.25
State Bank of India 40.55 26.98 91.50 1705.58
Union Bank of India 66.15 266.38 265.00 600.84
Financial Institutions:
Edelweiss ARC-ICICI Bank 787.10 750.51 1251.66 2656.98
SICOM Limited 154.70 100.82 329.49 2820.70

*Also refer Paragraph 3(b) of our audit report on the standalonefinancial statements for the year ended 31 March 2021 wherein matters relating to thecarrying values of the aforesaid borrowings and dues (including interest) have beenincluded in the Basis for Disclaimer of Opinion paragraph in such audit report.

ix) The Company did not raise moneys by way of initial public offer orfurther public offer (including debt instruments). In our opinion the term loans wereapplied for the purposes for which the loans were obtained.

x) No fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the period covered by our audit.

xi) The Company has not paid or provided for any managerialremuneration. Accordingly the provisions of Clause 3(xi) of the Order are not applicable.

xii) In our opinion the Company is not a Nidhi Company. Accordinglyprovisions of clause 3(xii) of the Order are not applicable.

xiii) In our opinion all transactions with the related parties are incompliance with Sections 177 and 188 of Act where applicable and the requisite detailshave been disclosed in the financial statements etc. as required by the applicable IndAS.

xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures.

xv) In our opinion the Company has not entered into any noncashtransactions with the directors or persons connected with them covered under Section 192of the Act.

xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Sd/-
Manish Agrawal
Partner
Membership No.: 507000
UDIN: 21507000AAAACU2585
Place: Gurugram
Date: 21 July 2021

Annexure B to the Independent Auditor's Report of even date to themembers of A2Z Infra Engineering Limited on the standalone financial statements for theyear ended 31 March 2021

Annexure B

Independent Auditor's Report on the internal financial controlswith reference to standalone financial statements under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 (‘the Act')

1. We were engaged to audit the internal financial controls withreference to standalone financial statements of A2Z Infra Engineering Limited (‘theCompany') as at 31 March 2021 in conjunction with our audit of the standalone financialstatements of the Company as at and for the year ended on that date.

Responsibilities of Management and Those Charged with Governance forInternal Financial Controls

2. The Company's Board of Directors is responsible for establishing andmaintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting (the ‘Guidance Note') issued by theInstitute of Chartered Accountants of India (‘ICAI'). These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of the Company'sbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor's Responsibility for the Audit of the Internal FinancialControls with Reference to Standalone Financial Statements

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to standalone financial statements based onconducting our audit in accordance with the Standards on Auditing issued by the ICAIprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements and the Guidance Noteissued by the ICAI.

4. Because of the matter described in Disclaimer of Opinion paragraphbelow we were not able to obtain sufficient appropriate audit evidence to provide a basisfor an audit opinion on internal financial controls with reference to standalone financialstatements of the Company.

Meaning of Internal Financial Controls with Reference to StandaloneFinancial Statements

5. A company's internal financial controls with reference to standalonefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of standalone financial statementsfor external purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to standalone financial statementsinclude those policies and procedures that

(1) pertain to the maintenance of records that in reasonabledetailaccurately and fairly reflect the transactions and dispositions of the assets ofthe company;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould have a material effect on the standalone financial statements.

Disclaimer of Opinion

6. Because of matters described below we are unable to obtainsufficient appropriate audit evidence to provide a basis for our opinion on whether theCompany's internal financial controls with reference to standalone financial statementswere operating effectively as at 31 March 2021:

The Company's internal financial controls with reference to standalonefinancial statements with respect to

(a) financial statements closure process towards assessing theCompany's ability to continue as going concern were not operating effectively which couldlead to potential material misstatements in the carrying value and classification ofassets and liabilities;

(b) accrual of interest expenditure in accordance with Ind AS 23‘Borrowing Costs' and reconciliation of outstanding borrowings with lenders were notoperating effectively which has resulted in a material misstatement in the amount offinance costs and other financial liabilities;

(c) estimating the fair value of its investment in an associatecompany GWML including dues recoverable from such associate company in accordance withInd AS 109 ‘Financial Instruments' were not operating effectively which could leadto potential material misstatements in the carrying values of investments other currentfinancial assets current financial assets - loans; and

(d) recording adjustments in the Goods and Services Tax (‘GST')returns and timely filing of such GST returns were not operating effectively whichcould lead to potential material misstatements in the carrying values of GST payableincluded in statutory dues payable under other current liabilities and GST recoverableincluded in balances with government authorities under other current assets and couldalso result in an inappropriate assessment of the accuracy and completeness of penalprovisions and the consequential impact resulting from the aforesaid findings on theearnings reserves and related disclosures in the accompanying standalone financialstatements.

7. We have considered the disclaimer reported above in determining thenature timing and extent of audit tests applied in our audit of the standalone financialstatements

of the Company as at and for the year ended 31 March 2021 and thedisclaimer has affected our opinion on the standalone financial statements of the Companyand we have issued a disclaimer of opinion on the standalone financial statements.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Sd/-
Manish Agrawal
Partner
Membership No.: 507000
UDIN: 21507000AAAACU2585
Place: Gurugram
Date: 21 July 2021

.