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AJR Infra & Tolling Ltd.

BSE: 532959 Sector: Engineering
NSE: AJRINFRA ISIN Code: INE181G01025
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VOLUME 853032
52-Week high 2.99
52-Week low 1.14
P/E 5.09
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.22
CLOSE 1.20
VOLUME 853032
52-Week high 2.99
52-Week low 1.14
P/E 5.09
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AJR Infra & Tolling Ltd. (AJRINFRA) - Auditors Report

Company auditors report

To

The Members of

AJR Infra and Tolling Limited

(Formerly known as Gammon Infrastructure Projects Limited)

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the Standalone Financial Statements of AJR Infra andTolling Limited (Formerly known as Gammon Infrastructure Projects Limited) ("theCompany") which comprise the Balance Sheet as at March 31 2022 and the Statementof Profit and Loss (including Other Comprehensive Income) Statement of Changes in Equityand Statement of Cash Flows for the year then ended and notes to the financialstatements including a summary of Significant Accounting Policies and other explanatoryinformation (hereinafter referred to as "the Standalone Financial Statements").

In our opinion and to the best of our information and according to theexplanations given to us except for the possible effects of the matter described in Basisof Qualified Opinion paragraph the aforesaid Standalone Financial Statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022the loss (including other comprehensive income) changes in equity and its cash flows forthe year ended on that date.

Basis for Qualified Opinion

(a) Attention is invited to Note 28 (a) of the Financial Statementrelating to the Project in the SPV; Indira Container Terminal Pvt Ltd. There existsmaterial uncertainty relating to the future of the Project where the exposure of theCompany in the SPV/project is Rs. 13304.46 lacs (funded and non-funded). The draftsettlement agreement between the SPV Ministry of Shipping (MoS) Mumbai Port Trust (MbPT)has been rejected by MbPT. The Company and the SPV are in discussion with MbPT and MoS toreconsider the Project. The credit facility is marked as NPA by the Lenders. The SPV andMbPT have initiated arbitration proceedings which are in progress. The MBPT has requestedfor conciliation proceedings which are also under active discussions. Pending conclusionof matters of material uncertainty related to the Project and decision of the OTS by thelenders not being concluded we are unable to comment whether any provision is requiredtowards possible impairment towards the said exposure.

(b) Attention is invited to Note 31 (a) of the Financial Statementin respect of PHPL where the CIRP proceedings had been initiated. NCLT has approved theresolution plan submitted by Resolution Professional and as per the NCLT Order no surplusis available to the Company. The Company has filed an appeal in NCLAT against the NCLTorder and expects favourable outcome on the matter.

Pending the outcome no impairment has been done by the Managementagainst the funded exposure. On accounts of the facts stated above there is possibleimpairment towards the exposure of the company in the SPV of Rs. 21294.19 lacs disclosedas Equity Instruments carried at fair value through Profit and Loss (excluding non- fundedexposure of Rs. 119024.39 lacs disclosed as contingent liability) unless the Managementreceives a favourable order in its appeal before the NCLAT.

(c) Attention is invited to Note 31 (b) of the Financial Statementin respect of RGBL where the CIRP proceedings had been initiated. NCLT has since thebalance Sheet date approved the resolution plan submitted by Resolution Professional andas per the NCLT Order no surplus is available to the Company

The Company is proposing to file an appeal before NCLAT against theNCTL order and expects favourable outcome on the matter. Pending the outcome noimpairment has been done by the Management against the possible impairment. On accounts offacts stated above possible impairment towards the exposure of the company in SPV is Rs.108190.68 lacs disclosed as Equity Instruments carried at fair value through Profit andLoss (excluding non-funded exposure of Rs. 9811.02 lacs disclosed as contingentliabilities) unless the Management receives a favourable order in its proposed appealbeing filed before the NCLAT.

(d) Attention in invited to Note 28 (f) of the Financial Statementrelating to power project where the operation of the project is under constraints asdetailed in the note. The SPV has also invoked the arbitration against the Karkhana andthe Karkhana has approached Debt Recovery Tribunal (DRT). Based on the submission ofKarkhana that the Plant was possessed and run by Karkhana the tribunal ordered tomaintain status quo. The Company is in the process of filling its response at DRT. Alsothe SPV's credit facilities are marked as Non-Performing Assets. Pending the outcome ofthe legal proceedings and in the absence of resolution of financial and operationalconstraint under the project we are unable to comment whether any provision is requiredtowards possible impairment towards the exposure of the project. The audit of the SPV forthe year ended March 31 2022 is also not completed. Total funded and non-funded exposureof the Company in the SPV is Rs. 29677.58 lacs.

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Financial Statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the Standalone Financial Statements under the provisions of the Companies Act 2013 andthe Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ourqualified opinion on the Standalone Financial Statements.

Material Uncertainty relating to Going Concern.

We invite attention to Note 29 of the Financial Statement relating tomaterial uncertainty relating to going concern. The Company's current liabilities exceededcurrent assets significantly and are at Rs. 141675.76 lacs. There is a continuingmismatch including defaults in payment of its financial obligations to its subsidiaryCompany. The liquidity crunch is affecting the Company's operation with increasingseverity. We also invite attention to note 28 of the Statement wherein status of variousSPV projects which are stressed due to delay in completion cost overrun liquidity crunchand have legal issues arbitration proceedings or negotiations. The future of theseprojects as also the successful progress and completion depends on favourable decisions onoutstanding litigations being received by the Management. The resolutions planned by theManagement are pending since a long time and are not concluding in favour of the Company.These conditions indicate the existence of Material Uncertainty which may impact theCompany's ability to continue as a going concern. Our report is not qualified on thismatter.

Emphasis of Matter

Without qualifying our opinion we draw attention to the followingmatters;

(a) We invite attention to Note 28 (c) of the Financial Statementregarding unilateral termination and closure of Concession in a bridge project which issubject to pending litigations / arbitrations at various forums which may impact thecarrying values of investments and loans and advances given to the subsidiary. TheCompany's exposure towards the said project (funded and non-funded) is Rs. 2392.68 lacs.Pending conclusion on these legal matters no adjustments have been made in the financialstatements.

(b) We invite attention to Note 28 (d) of the Financial Statement inrelation to intention to exit one of the hydro power projects at Himachal Pradesh andseeking a claim of an amount against the amount spent on the Project. The Company'ssubsidiary has cited reasons for non-continuance on account of reasons beyond its control.The SPV has appointed its arbitrator in the matter and has also reminded GoHP to nominateits arbitrator since there was no action from GoHP on the matter the SPV has moved theHimachal Pradesh High Court under section 11 of the Arbitration and Conciliation Act. Videorder dated 24th July2021 passed by the Hon'ble High court the arbitration petition wasdisposed after appointment of Sole arbitrator in this matter. The Company's exposuretowards the said project includes investment and loans & advances of Rs. 7125.52lacs. Pending conclusion between the parties no adjustments have been made in thefinancial statements.

(c) We invite attention to Note 28 (e) of the Financial Statementrelating to the Hydropower project in Sikkim. The exposure of the Company in the SPV isRs. 8837.10 lacs (net of provisions). As detailed in the note the company is in activediscussion with the prospective buyer for sale of investment in the SPV and accordinglybased on the best offers received from the prospective buyer made a possible impairmenttowards its exposure. We have relied on the management's representation on this matter.

(d) We invite attention to Note 30 of the Financial Statement whereinduring the previous year Western Coalfields Limited (WCF) had encashed Bank Guaranteeamounting Rs 1514.01 lacs given in favour of Aparna Infraenergy India Private Limited(one of the SPV's sold to BIF India Holding Pte Ltd on February 29 2016). Subsequent toencashment the Company has filed an application for converting earlier injunctionapplication to suit for recovery of damages. The Management is hopeful of gettingfavourable decision on the matter and recovery of damages based on legal advice on thematter. Pending the outcome the Company has shown guarantee encashment amount asreceivable from Western Coal Fields.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the Standalonefinancial statements as a whole and in forming our opinion thereon we do not provide aseparate opinion on these matters.

Apart from what is mentioned in our paragraph titled Ba sis ofQualified Opinion paragraph titled Material Uncertainty related to Going Concern andEmphasis of Matter there are no other matters described to be the key audit matters to becommunicated in our report.

Information Other than the Standalone Financial Statements andAuditor's Report thereon

The Company's Board of Directors is responsible for the OtherInformation. The other information comprises the information included in the Board'sreport including the Directors Report Chairman's Statement Management Discussions andAnalysis Summarized Financial Information Corporate Governance and Shareholder'sInformation but does not include the Standalone Financial Statements and our IndependentAuditors' Report thereon. Our opinion on the Standalone Financial Statements does notcover the Other Information and we do not and will not express any form of assurance orconclusion thereon.

In connection with our audit of the Standalone Financial Statementsour responsibility is to read the Other Information identified above and in doing soconsider whether the Other Information is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

The Other Information has not been made available to us till the dateof this report. We will read the Other Information as and when it is made available to usand if conclude that there is a material misstatement we are required to communicate thematter with those charged with governance and take necessary steps as may be requiredthereafter.

Responsibilities of Management and those Charged with Governance forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these Standalone Financial Statements that give a true and fair view of thefinancial position financial performance changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

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.

The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether theStandalone Financial Statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

2. Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the 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.

5. Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate make it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the Key Audit Matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the attached Annexure"A" a statement on the matters specified in paragraphs 3 and 4 of the Order tothe extent applicable.

2. As required by Section 143(3) of the Act we report that:

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b. In our opinion except for the possible effects of the matterdescribed in Basis of Qualified Opinion paragraph proper books of account as required bylaw have been kept by the Company so far as it appears from our examination of thosebooks.

c. The Balance Sheet the Statement of Profit and Loss (including OtherComprehensive Income) the Cash Flow Statement and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account.

d. In our opinion except for the possible effects of the matterdescribed in Basis of Qualified Opinion paragraph the aforesaid Standalone FinancialStatements comply with the Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014.

e. The matters described in paragraphs und er the Basis for Qua l ifiedOpinion and the Material Uncertainty related to Going Concern paragraph in our opinionmay have an adverse effect on the functioning of the Company

f. On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof Section 164 (2) of the Act.

g. With respect to the adequacy of the internal financial withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls with reference to financial statements.

h. With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to theexplanations given to us there are no remuneration paid by the Company to its directorsduring the year.

i. 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 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note 27 to thestandalone financial statements

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

iii. There are no amounts required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. a. The management has represented that to the best of theirknowledge and belief other than as disclosed in the notes to the accounts no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the company to or in any other person or entity(ies)including foreign entities ("intermediaries") with the understanding whetherrecorded in writing or otherwise that the intermediary shall whether directly orindirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the company ("Ultimate Beneficiaries") or provide anyguarantee security or the like on behalf of the Ultimate Beneficiaries.

b. The management has represented that to the best of its knowledgeand belief other than as disclosed in the notes to the accounts no funds have beenreceived by the company from any person(s) or entity(ies) including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the company shall whether directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the FundingParty ("Ultimate Beneficiaries") or provide any guarantee security or the likeon behalf of the Ultimate Beneficiaries

c. Based on such audit procedures considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (iv) and (v) above contain any material misstatement.

v. No dividend is paid or declared during the year by the Company.

ANNEXUREA

(Referred to in para 1 under ‘Report on Other Legal and Regulatoryrequirement' section of our report to the Members of AJR Infra and Tolling Limited of evendate).

(i) a. (A) The Company has generally maintained proper recordsshowing full particulars including quantitative details and situation of its PropertyPlant and Equipment

(B) The company does not have any intangible asset therefore clause3(i)(a) (B) of the Companies (Auditors Report) Order 2020 is not applicable to theCompany.

b. Property Plant and Equipment have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on suchverification.

c. There is no immovable properties in the name of the Companytherefore clause 3(i)

(c) of the Companies (Auditors Report) Order 2020 is not applicable tothe Company.

d. The company has not revalued its Property Plant and Equipment(including Right of Use assets) or intangible assets or both during the year.

e. On the basis of information and explanation given no proceedingshave been initiated or are pending against the Company for holding any benami propertyunder the Benami Transactions (Prohibition) Act1988 (45 of 1988) and rules madethereunder.

(ii) (a) As the Company does not hold any inventory during the yearhence Clause 3(ii)(a) of the Companies (Auditors Report) Order 2020 is not applicable tothe Company.

(b) In our opinion and on the basis of examination of books and recordsand on the basis of information and explanation given to us the Company does not have anysanctioned working capital limits in excess of five crore rupees in aggregate from banksor financial institutions on the basis of security of current assets hence Clause 3(ii)(b)of the Companies (Auditors Report) Order 2020 is not applicable to the Company.

(iii) (a) In our opinion and on the basis of examination of booksand records and on the basis of information and explanation given to us the Company hasmade investments in companies firms Limited Liability Partnerships. The Company has alsoprovided guarantee or security or granted loans or advances in the nature of loanssecured or unsecured to companies firms Limited Liability Partnerships or any otherparties details of which are given hereunder:

Particulars Guarantees (Rs in Lacs) Security (Rs in Lacs) Loans (Rs in Lacs) Advances in nature of loans (Rs in Lacs)
Aggregate amount granted /provided during the year - - Rs 1129
- Subsidiaries - - Rs. 1129
- Joint Ventures - - -
- Associates - - -
- Others - - -
Balance outstanding as at balance sheet date in respect of such cases Rs. 286101 Rs 4874.51
- Subsidiaries

-

-

-

- Joint Ventures

-

-

-

- Associates

-

-

-

- Others

(b) According to the information and explanations given to us and basedon the audit procedures performed by us we are of the opinion that the investments madeguarantees provided security given and the terms and conditions of the grant of all loansand advances in the nature of loans and guarantees provided are not prejudicial to thecompany's interest.

(c) According to the information and explanations given to us and basedon the audit procedures performed by us we are of the opinion that in respect of theloans and advances in the nature of loans the schedule of repayment of principal andpayment of interest have not been stipulated.

(d) According to the information and explanations given to us and basedon the audit procedures performed by us in the absence of stipulation of repaymentschedule we are unable to comment if any amount is overdue for more than ninety days.

(e) According to the information and explanations given to us and basedon the audit procedures performed by us and the fact that are no stipulation forrepayment we are of the opinion that no loan or advance in the nature of loan grantedwhich has fallen due during the year has been renewed or extended or fresh loans grantedto settle the overdues of existing loans given to the same parties.

(f) According to the information and explanations given to us and basedon the audit procedures performed by us we are of the opinion that the company has notgranted any loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment except as under:

All Parties (Rs in Lacs) Promoters (Rs in Lacs) Related Parties (Rs in Lacs)
Aggregate amount of loans/ advances in nature of loans
- Repayable on demand (A) Rs. 4874.51 - Rs. 4874.51
- Agreement does not specify any terms or period of repayment (B)
Total (A+B) Rs 4874.51 - Rs 4874.51
Percentage of loans/ advances in nature of loans to the total loans 100% - 100%

(iv) In our opinion and according to the information andexplanations given to us the company has complied with the provisions of section 185 and186 of the Companies Act 2013 with respect of loans given investment made guaranteesand security given.

(v) The Company has not accepted deposits from the public oramounts that are deemed to be deposits pursuant to sections 73 to 76 or any other relevantprovisions of the Companies Act 2013 and rules framed thereunder. As informed to usthere is no order that has been passed by Company Law Board or National Company LawTribunal or Reserve Bank of India or any Court or any other tribunal in respect of thesaid sections.

(vi) As informed to us the maintenance of the cost records underthe sub-section (1) of section 148 of the Companies Act 2013 has been prescribed and weare of the opinion that prima facie the prescribed accounts and records have been madeand maintained. We have not however carried out a detailed examination of the records toascertain whether they are accurate or complete.

(vii) (a) The Company has been generally regular in depositingundisputed statutory dues including Goods and Services Act Provident fund EmployeesState Insurance Income Tax Sales Tax Service Tax duty of Customs duty of ExciseValue Added Tax Cess and other statutory dues to the appropriate authorities during theyear. According to the information and explanations given to us no undisputed amountpayable in respect of the aforesaid dues were outstanding as at March 31 2022 for aperiod of more than six months from the date they became payable

(b) According to the information and explanations given to us thereare no statutory dues referred to in sub-clause (a) which have not been deposited onaccount of any dispute except as given below:

Name of statute Nature of dues Amount (Rs in Lacs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Demand under u/s 153A 1956.01 AY 2007-08 to 2011-12 Commissioner of Income-Tax
Income Tax Act 1961 Demand under u/s 143(3) 2107.14 AY 2012-13 and AY 2016-17 (Appeals)
Income Tax Act 1961 Demand of Penalty u/s 271(1)(c) 1715.40 A.Y. 2007-08 to A.Y. 2011-12
Income Tax Act 1961 Income Tax Act 1961 Demand U/s 143(3) 175.07 AY 2017-18 and AY 2018-19 Under rectification
Income Tax Act 1961 Income Tax Act 1961 Demand U/s 143(1) 24.80 AY 2015-16 and AY 2019-20 Under rectification
Total 5978.42

(viii) According to the information and explanations given to usand to the best of our knowledge and belief there are no transactions that were notrecorded in the books of account and which has been surrendered or disclosed as incomeduring the year in the tax assessments under the Income Tax Act 1961 (43 of 1961).

(ix) (a) According to the information and explanations given to usand based on the audit procedures performed by us we are of the opinion that the companyhas not defaulted in repayment of loans or other borrowings or in the payment of interestthereon to any lender.

(b) According to the information and explanations given to us and onthe basis of our audit procedures we report that the company has not been declared wilfuldefaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanationsgiven to us the Company has not obtained any by way of term loans during the year.

(d) According to the information and explanations given to us and theaudit procedures performed by us and on an overall examination of the financialstatements of the company we report that no fresh funds raised on short-term basis havebeen used for long-term purposes by the company.

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the company we report that the companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries associates or joint ventures.

(f) According to the information and explanations given to us and auditprocedures performed by us we report that the company has not raised loans during theyear on the pledge of securities held in its subsidiaries joint ventures or associatecompanies.

(x) (a) The company has not raised any money by way of initialpublic offer / further public offer (including debt instruments) during the year.

(b) According to the information and explanations given to us and basedon the audit procedures performed we report that {the Company has not made anypreferential allotment / private placement of shares / fully / partly / optionallyconvertible debentures during the year under review.

(xi) (a) According to the information and explanations given to usand to the best of our knowledge and belief no fraud by the Company or any fraud on theCompany has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the CompaniesAct has been filed by us in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government and hence clause 3(xi)(b) of theCompanies (Auditors Report) Order 2020 is not applicable to the company.

(c) According to the information and explanations given to us and tothe best of our knowledge and belief no whistle-blower complaints have been receivedduring the year by the company.

(xii) The Company is not a Nidhi Company and hence clauses3(xii)(a) 3(xii) (b) and 3(xii)(c) of the Companies (Auditors Report) Order 2020 is notapplicable to the Company.

(xiii) All transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 in so far as our examination of theproceedings of the meetings of the Audit Committee and Board of Directors are concerned.The details of related party transactions have been disclosed in the Financial Statementsas required by the applicable Accounting Standards.

(xiv) (a) In our opinion and based on our examination the companyhas an internal audit system commensurate with the size and nature of it business.

(b) We have considered the internal audit reports of the company issuedtill date for the period under audit.

(xv) According to the information and explanations given to us inour opinion during the year the company has not entered into any non- cash transactionswith its directors or persons connected with its directors.

(xviii) (a) The nature of business and the activities of theCompany are such that the Company is not required to obtain registration under section45-IA of the Reserve Bank of India Act 1934 and hence sub-clause 3(xvi)(a) 3(xvi) (b) and3(xvi)(c) of the Companies (Auditors Report) Order 2020 is not applicable to the company.

(d) According to the information and explanations given to us in ouropinion during the year the Group does not have any CICs as part of the Group.

(xix) On an examination of the Statement of Profit and Lossaccount we are of the opinion that the Company has incurred cash losses amounting to Rs492.23 lacs in the financial year and but has not incurred any cash losses in theimmediate previous financial year.

(xx) There has been no resignation of the statutory auditors duringthe year and accordingly clause (3)(xviii) Companies (Auditors Report) Order 2020 is notapplicable to the Company.

(xxi) According to the information and explanations given to us andon the basis of the financial ratios ageing and expected dates of realization offinancial assets and payment of financial liabilities other information accompanying thefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions and also our paragraphon material uncertainty relating to going concern casting significant doubts we are ofthe opinion that there exists material uncertainties in the management assumptionsrelating to the company's capability of meeting the financial liabilities existing as atthe Balance sheet date as and when they fall due within next 12 months which castssignificant doubts on the management ability to meet the liabilities as and when they falldue.

(xxii) The Company is not required to spend towards CorporateSocial Responsibility (CSR) for the year under audit and hence sub-clauses (3)(xx)(a) and3(xx)(b) of The Companies (Auditors Report) Order 2020 is not applicable to the Company.

Annexure - B to the Auditors' Report

(Referred to in para 2(f) under ‘Report on Other Legal andRegulatory requirement' section of our report to the Members of AJR Infra and TollingLimited of even date).

Report on the Internal Financial Controls with reference to FinancialStatements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013("the Act")

We have audited the internal financial controls with reference toStandalone Financial Statements of AJR Infra and Tolling Limited ("the Company")as of March 31 2022 in conjunction with our audit of the Standalone Financial Statementof the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia ('ICAI'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding 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.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to Standalone Financial Statements based on our audit.We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the "Guidance Note") and the Standards onAuditing issued by ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsboth applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference toFinancial Statements was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system with reference to FinancialStatements and their operating effectiveness. Our audit of internal financial controlswith reference to Standalone Financial Statements included obtaining an understanding ofinternal financial controls with reference to Financial Statements assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system with reference to Financial Statements.

Meaning of Internal Financial Controls with reference to FinancialStatements

A company's internal financial control with reference to FinancialStatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial control with reference to 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 with reference toFinancial Statements.

Because of the inherent limitations of Financial controls withreference to Financial Statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Financial Statements to future periods are subject to the riskthat the internal financial control with reference to Financial Statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system with reference to standalone Financial Statements andsuch internal financial controls with reference to financial statements were operatingeffectively as at March 31 2022 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.

For Nayan Parikh & Co.
Chartered Accountants
Firm Registration No- 107023W KN Padmanabhan
Mumbai Dated: September 01 2022 Partner
UDIN: 22036410AQPFGA1232 M. No. - 036410

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