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G R Infraprojects Ltd.

BSE: 543317 Sector: Infrastructure
NSE: GRINFRA ISIN Code: INE201P01022
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OPEN 1199.95
PREVIOUS CLOSE 1159.05
VOLUME 2340
52-Week high 1936.00
52-Week low 1074.35
P/E 12.36
Mkt Cap.(Rs cr) 10,893
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1199.95
CLOSE 1159.05
VOLUME 2340
52-Week high 1936.00
52-Week low 1074.35
P/E 12.36
Mkt Cap.(Rs cr) 10,893
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

G R Infraprojects Ltd. (GRINFRA) - Auditors Report

Company auditors report

To the Members of G R infraprojects Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone financial statements of G RInfraprojects Limited ("the Company") which comprise the Balance sheet as atMarch 31 2022 the Statement of Profit and Loss including the statement of OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and notes to the standalone financial statements including a summaryof significant accounting policies and other explanatory which includes financialstatements of Seven Joint Operations (hereinafter referred to as the standalone financialstatements).

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2022 its profit including other comprehensive income its cash flows and the changesin equity for the Year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Standalone Financial Statements' section of ourreport.

We are independent of the Company in accordance with the 'Code ofEthics' issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.

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 for thefinancial Year ended March 31 2022. These matters were addressed in the context of ouraudit of the standalone financial statements as a whole and in forming our opinionthereon and we do not provide a separate opinion on these matters. For each matter belowour description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of the standalone financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the standalone financial statements. The results of our auditprocedures including the procedures performed to address the matters below provide thebasis for our audit opinion on the accompanying standalone financial statements.

Key audit matters How our audit addressed the key audit matter
Revenue recognition for long term construction contracts (as described in note 2.2(h) and 22 of the standalone financial statement)
The Company's significant portion of business is undertaken through long term construction contracts which is in nature of engineering procurement and construction basis. Our audit procedures included but were not limited to:
• Read the Company's revenue recognition accounting policy and assessed compliance of the policy in terms of Ind AS 115 - Revenue from Contracts with Customers.
Revenue from these contracts where the performance obligation satisfied over time is recognised in proportion to the stage of completion of the contract. The stage of completion is assessed by reference to survey of work performed. • Obtained an understanding of the Company's processes and controls for revenue recognition process evaluated the design and tested the operating effectiveness of the controls over revenue recognition with specific focus on determination of stage of completion considering impact of change in scope and estimation of contract cost.
Revenue recognition from these contracts involves significant degree of judgments and estimation including identification of contractual obligations the Company's rights to receive payments for performance obligation completed till date which includes measuring and recognition of contract assets change of scope and determination of onerous obligations which include estimation of contract costs.
• Performed test of details on a sample basis and read the underlying customer contracts for terms and conditions verified underlying supporting used in the determination of stage of completion and other relevant supporting documents such as certified invoice from independent engineers of the customer correspondence with customer etc.
Revenue recognition is significant to the financial statements based on the quantitative materiality and nature of construction contracts involves significant judgements as explained above. Accordingly we considered this as a key audit matter. • Performed analytical audit procedures for analysing project profitability over a period including for identification of low or negative margin project. Assess the level of provisioning required if any for any loss/negative margin projects including for onerous obligations.
• Performed additional procedures in respect of material year- end balance of contract assets i.e. tested basis of measuring of contract assets and certification from independent engineers in the subsequent to year end.
• Assessed the relevant disclosures made by the company in accordance with Ind AS 115.
Assessing impairment of investment in Hybrid Annuity (HAM) Assets operated under Service Concession Arrangements (as described in note 5 of the standalone financial statements)
As at March 31 2022 the Company had investment in operational HAM assets aggregating to Rs. 24808.70 lakhs which are operated under concession agreement. Our audit procedures included but were not limited to:
• We assessed the Company's accounting policies with respect to impairment in accordance with Ind AS 36 "Impairment of assets".
As per requirement of Ind AS 36 "Impairment of assets" the management reviews at each reporting period whether there are any indicators of impairment of the investments in subsidiaries and where impairment indicators exist the management estimates the recoverable amounts of the investments being higher of fair value less costs of disposal and value in use. The value in use of the underlying businesses is determined based on the discounted cash flow projections.
• Understood the Company's valuation methodology applied in determining the recoverable amount of its investment and obtained management assessment of the recoverable amount of the investments.
• Obtained the financial model and understood the key assumptions around the cash flow forecasts like annuity model discount rate and future operating and finance costs.
Significant judgements are required to determine the key assumptions used in the discounted cash flow models such as annuity model discount rate and future operating and finance cost based on management's view of future business prospects. • Performed testing and sensitivity analysis of key assumptions.
• Tested the arithmetical accuracy of the model.
• Assessed the adequacy of the disclosures made in the standalone financial statements.
Accordingly the impairment of investment in operational HAM asset operated under concession arrangement was determined to be a key audit matter in our audit of the Ind AS standalone financial statements.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR'SREPORT THEREON

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Annual reportbut does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whethersuch other information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

RESPONSIBILITIES OF MANAGEMENT FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended . 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 the 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.

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

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONEFINANCIAL STATEMENT

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:

• 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.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

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

• 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.

• 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.

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 standalonefinancial statements for the financial Year ended March 31 2022 and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

OTHER MATTER

a. The standalone financial statements of the Company for the Yearended March 31 2021 included in these standalone financial statements have been auditedby the predecessor auditor who expressed an unmodified opinion on those statements on June2 2021.

b. The standalone financial statements include unaudited financialstatements and other unaudited financial information in respect of seven joint operationswhose financial statements and other financial information reflect total assets of Rs.10993.84 lakhs as at March 31 2022 and total revenues of Rs. 28285.81 lakhs and netcash outflows of Rs. 417.44 lakhs for the Year ended on that date. These unauditedfinancial statements and other unaudited financial information have been presented solelybased on the information compiled by the management and approved by the Board of Directorsbut not subjected to audit. Our opinion in so far as it relates amounts and disclosuresincluded in respect of these joint operations and our report in terms of sub-sections (3)of Section 143 of the Act in so far as it relates to the aforesaid joint operations isbased solely on such unaudited financial statements and other unaudited financialinformation. In our opinion and according to the information and explanations given to usby the Management these financial statements and other financial information are notmaterial.

Our opinion above on the standalone financial statements and ourreport on Other Legal and Regulatory Requirements below is not modified in respect of theabove matter with respect to the financial statements and other financial informationcertified by the Management.

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 Act we give in the "Annexure 1" a statement on thematters 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including theStatement of Other Comprehensive Income the Cash Flow Statement and Statement of Changesin Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act read withCompanies (Indian Accounting Standards) Rules 2015 as amended;

(e) 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;

(f) With respect to the adequacy of the internal financial controlswith reference to these standalone financial statements and the operating effectiveness ofsuch controls refer to our separate Report in "Annexure 2" to this report ;

(g) I n our opinion the managerial remuneration for the Year endedMarch 31 2022 has been paid / provided by the Company to its directors in accordance withthe provisions of section 197 read with Schedule V to the Act;

(h) 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:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note 36 to thestandalone financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts - Refer Note 16 to the standalone financialstatements;

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. a) The management has represented that to the best of itsknowledge and belief no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the company toor in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of thecompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

b) The management has represented that to the best of its knowledgeand belief no funds have been received by the company from any persons or entitiesincluding foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the company shall whether directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures that were considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (a) and (b) contain any materialmisstatement.

v. No dividend has been declared or paid during the year by theCompany.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Sukrut Mehta
Partner
Place: Ahmedabad Membership Number: 101974
Date: May 27 2022 UDIN: 22101974AJSWVH5163

Annexure ‘1'

(referred to in paragraph 1 under the heading "Report on otherlegal and regulatory requirements" of our report of even date)

Re: G R Infraprojects Limited (‘the Company')

In terms of the information and explanations sought by us and given bythe company and the books of account and records examined by us in the normal course ofaudit and to the best of our knowledge and belief we state that:

(i) (a) (A) The Company has maintained proper records showing fullParticulars including quantitative details and situation of property plant andequipment;

(a) (B)The Company has maintained proper records showing fullParticulars of intangibles assets.

(b) Property Plant and Equipment were physically verified by themanagement during the year in accordance with a planned programme of verifying them oncein three years which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the programme certain property plantand equipment were physically verified by the management during the year and no materialdiscrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (other thanproperties where the Company is the lessee and the lease agreements are duly executed infavour of the lessee) disclosed in the financial statements are held in the name of theCompany except in respect of immovable properties as indicated in the below mentionedcases.

Description of Property Gross carrying value (Rs. in Lakhs) Held in name of Whether promoter director or their relative or employee Period held - indicate range where appropriate Reason for not being held in the name of Company
Freehold Land 261.34 GR Agarwal Builders and Developers Ltd No 14 Years The tittle deeds are in the erstwhile name of the company
Building 76.08

(d) The Company has not revalued its Property Plant and Equipment(including Right of use assets) or intangible assets during the Year ended March 31 2022.

(e) There are no proceedings initiated or are pending against theCompany for holding any benami property under the Prohibition of Benami PropertyTransactions Act 1988 and rules made thereunder.

(ii) (a) The inventory (except goods in transit) has been physicallyverified by the management during the year. In our opinion the frequency of theverification by the management is reasonable and the coverage and procedure for suchverification is appropriate. Discrepancies of 10% or more in aggregate for each class ofinventory were not noticed on such physical verification.

(b) As disclosed in note 17 to the financial statements the Companyhas been sanctioned working capital limits in excess of f five crores in aggregate frombanks and financial institutions during the year on the basis of security of currentassets of the Company. The quarterly returns/statements filed by the Company with suchbanks and financial institutions are in agreement with the books of accounts of theCompany.

(iii) (a) During the year the Company has provided loans guaranteesand securities to companies as follows:

(Rs. in Lakhs)
Particulars Guarantee on behalf of Securities on behalf of Loans
Aggregate amount granted/ provided during the year Subsidiary companies (wholly owned) Nil 3215.13 31605.38
Balance outstanding as at balance sheet date in respect of above case (including opening balances) - Subsidiary companies (wholly-owned) 24591.00 13415.11 99948.92

The Company has not provided advances in the nature of loans stoodguarantee or provided security to any other companies firms Limited LiabilityPartnerships or any other parties.

(b) During the year the investments made securities given and theterms and conditions of the grant of all above mentioned loans to subsidiary companies arein our opinion prima facie not prejudicial to the Company's interest. The Company hasnot provided guarantees provided security and granted loans and advances in the nature ofloans to any other companies firms Limited Liability Partnerships or any other partiesduring the year.

(c) The Company has granted loans during the year to subsidiarycompanies where the schedule of repayment of principal and payment of interest has beenstipulated and the repayment or receipts are regular.

(d) There are no amounts of loans granted to subsidiary companieswhich are overdue for more than ninety days.

(e) There were no loans granted to subsidiary companies which hasfallen due during the year that have been renewed or extended or fresh loans granted tosettle the overdues of existing loans given to the same parties.

(f) The Company has not granted any loans or advances in the nature ofloans either repayable on demand or without specifying any terms or period of repaymentto companies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) The Company has not granted any loans guarantees and securitiesin respect of which provisions of section 185 of the Act are applicable. Accordinglycompliance under section 185 of the Act is not applicable to the Company. The Company isengaged in the business of providing infrastructural facilities and accordingly theprovision of section 186 (except subsection (1) of section 186) of the Act are notapplicable to the Company. In our opinion and according to the information andexplanations given to us the Company has made investment referred in section 186(1) ofthe Act and has complied with the provision of section 186 of the Act.

(v) The Company has neither accepted any deposits from the public noraccepted any amounts which are deemed to be deposits within the meaning of sections 73 to76 of the Companies Act and the rules made thereunder to the extent applicable.Accordingly the requirement to report on clause 3(v) of the Order is not applicable tothe Company.

(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 section 148(1) of the Act related to EPC project (road and otherinfrastructure project) and are of the opinion that prima facie the specified accountsand records have been made and maintained. We have not however made a detailedexamination of the same.

(vii) a) The Company is generally regular in depositing withappropriate authorities undisputed statutory dues including goods and services taxprovident fund employees' state insurance income-tax duty of customs cess and otherstatutory dues applicable to it. According to the information and explanations given to usand based on audit procedures performed by us no undisputed amounts payable in respect ofthese statutory dues were outstanding at the year end for a period of more than sixmonths from the date they became payable.

b) There are no dues of goods and services tax provident fundemployees' state insurance income-tax sales-tax service tax duty of custom duty ofexcise value added tax cess and other statutory dues which have not been deposited withthe appropriate authorities on account of any dispute except the follows:

Name of the statute Nature of the dues Amount(Rs. in Lakhs) Period to which the amount relates Forum where the dispute is pending
Custom Act 1962 Customs duty on the imported machinery 410.92 December 2012 to August 2016 Customs Excise and Service Tax Appellate Tribunal (CESTAT) Chennai
Finance Act 1994 Service Tax 681.84 FY 2015-16 and 2016-17 Customs Excise and Service Tax Appellate Tribunal (CESTAT) Delhi
Value Added Tax of respective states Value Added Tax 118.23 FY 2015-16 Deputy Commissioner Appeal Udaipur
Value Added Tax 742.21 FY 2015-16 Additional (Commissioner) Appeal Bihar
Value Added Tax 289.25 FY 2016-17 and FY 2017-18 Tax Board Ajmer
Value Added Tax 78.65 FY 2016-17 Noida Commercial Tax Tribunal Uttar Pradesh

Apart from above the company has deposited Rs. 241.00 lakhs withvarious authorities although the same have been disputed with the respective authorities.

(viii) The Company has not surrendered or disclosed any transactionpreviously unrecorded in the books of account in the tax assessments under the Income TaxAct 1961 as income during the year. Accordingly the requirement to report on clause3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or otherborrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.

(c) Term loans were applied for the purpose including amountstemporary invested in liquid investment for which the loans were obtained.

(d) On an overall examination of the financial statements of theCompany no funds raised on short-term basis have been used for long-term purposes by theCompany.

(e) On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries.

(f) The Company has not raised loans during the year on pledge ofsecurities held in its subsidiaries. Hence the requirement to report on clause 3(ix)(f) ofthe order is not applicable to the company.

(x) (a) The Company has not raised any money during the year by way ofinitial public offer / further public offer (including debt instruments) hence therequirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or privateplacement of shares /fully or partially or optionally convertible debentures during theyear under audit and hence the requirement to report on clause 3(x)(b) of the Order isnot applicable to the Company.

(xi) (a) No material fraud by the Company or no material fraud on theCompany has been noticed or reported during the year.

(b) During the year no report under sub-section (12) of section 143 ofthe Companies Act 2013 has been filed by cost auditor secretarial auditor or by us inForm ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government.

(c) As represented to us by the management there are no whistle blowercomplaints received by the Company during the year.

(xii) The Company is not a nidhi Company as per the provisions of theCompanies Act 2013. Therefore the requirement to report on clause 3(xii) of the Order isnot applicable to the Company.

(xiii) Transactions with the related parties are in compliance withsections 177 and 188 of Companies Act 2013 where applicable and the details have beendisclosed in the notes to the financial statements as required by the applicableaccounting standards.

(xiv) (a) The Company has an internal audit system commensurate withthe size and nature of its business.

(b) The internal audit reports of the Company issued till the date ofthe audit report for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions withits directors or persons connected with its directors and hence requirement to report onclause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of IndiaAct 1934 (2 of 1934) are not applicable to the Company. Accordingly the requirement toreport on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any NonBanking Financial or HousingFinance activities without obtained a valid Certificate of Registration (CoR) from theReserve Bank of India as per the Reserve Bank of India Act 1934.

(c) The Company is not a Core Investment Company as defined in theregulations made by Reserve Bank of India. Accordingly the requirement to report onclause 3(xvi) of the Order is not applicable to the Company.

(d) There is no Core Investment Company as a part of the Group hencethe requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the currentfinancial year in the immediately preceding financial year respectively.

(xviii) There has been no resignation of the statutory auditors duringthe year and accordingly requirement to report on Clause 3(xviii) of the Order is notapplicable to the Company.

(xix) On the basis of the financial ratios disclosed in note 46 to thefinancial statements ageing and expected dates of realization of financial assets andpayment of financial liabilities other information accompanying the financial statementsour knowledge of the Board of Directors and management plans and based on our examinationof the evidence supporting the assumptions nothing has come to our attention whichcauses us to believe that any material uncertainty exists as on the date of the auditreport that Company is not capable of meeting its liabilities existing at the date ofbalance sheet as and when they fall due within a period of one year from the balance sheetdate. We however state that this is not an assurance as to the future viability of theCompany. We further state that our reporting is based on the facts up to the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due.

(xx) (a) I n respect of other than ongoing projects there are nounspent amounts that are required to be transferred to a fund specified in Schedule VII ofthe Companies Act 2013 (the Act) in compliance with second proviso sub section 5 ofsection 135 of the Act.

(b) All amounts that are unspent under section (5) of section 135 ofCompanies Act pursuant to any ongoing project has been transferred to special account incompliance of with provisions of sub section (6) of section 135 of the said Act. Thismatter has been disclosed in note 37 to the financial statements.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Sukrut Mehta
Partner
Place: Ahmedabad Membership Number: 101974
Date: May 27 2022 UDIN: 22101974AJSWVH5163

Annexure 2 of the Independent Auditor's Report of even date on theStandalone Financial Statements of G R Infraprojects Limited

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OFSUBSECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013 ("THE ACT")

We have audited the internal financial controls over financialreporting of G R infraprojects Limited ("the Company") as of March 31 2022 inconjunction with our audit of the standalone financial statements of the Company for theYear 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 over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting with reference to these standalone financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteand the Standards on Auditing both issued by the Institute of Chartered Accountants ofIndia and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting with reference to these standalone financial statements wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls over financial reporting with reference tothese standalone financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these standalonefinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the standalone financial statementswhether 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 internal financial controlsover financial reporting with reference to these standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITHREFERENCE TO THESE STANDALONE FINANCIAL STATEMENTS

A company's internal financial control over financial reporting withreference to these standalone financial statements is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparationof standalone financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting with reference to these standalone financial statements includes those policiesand procedures 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 standalone financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIALREPORTING WITH REFERENCE TO THESE STANDALONE FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to these standalone financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone financial statements to future periods are subject to the risk thatthe internal financial control over financial reporting with reference to these standalonefinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects adequateinternal financial controls over financial reporting with reference to these standalonefinancial statements and such internal financial controls over financial reporting withreference to these standalone financial statements were operating effectively as at March31 2022 based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Sukrut Mehta
Partner
Place: Ahmedabad Membership Number: 101974
Date: May 27 2022 UDIN: 22101974AJSWVH5163

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