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Gayatri Highways Ltd.

BSE: 541546 Sector: Infrastructure
NSE: GAYAHWS ISIN Code: INE287Z01012
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VOLUME 1500
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Buy Price 0.00
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OPEN 0.68
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VOLUME 1500
52-Week high 1.10
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gayatri Highways Ltd. (GAYAHWS) - Auditors Report

Company auditors report

To the Members of

GAYATRI HIGHWAYS LIMITED

(Formerly GAYATRI DOMICILE PRIVATE LIMITED)

Report on the audit of the Standalone IndAS financial statements

Opinion

We have audited the Standalone Ind AS financial statements of Gayatri HighwaysLimited(Formerly Gayatri Domicile Private Limited)("the Company") whichcomprise the Balance Sheet as at 31st March 2020 and the Statement of Profit and Loss theStatement of Changes in Equity and the Statement of Cash Flows for the year then endedand notes to the Standalone Ind AS financial statements including a summary ofsignificant accounting policies and other explanatory information for the year ended onthat date.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2020 and its loss changes in equity andits cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone Ind AS Financial Statements section of our report. We are independent of theCompany 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 Ind AS financial statements under the provisions of the Companies Act2013 and the 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 ouropinion.

"Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

Key Audit Matters Auditor's Response
1. As at 31.03.2020 the Company has total investments of 538.48 Cr which are classified as financial assets in the financial statements. 1. Our audit procedures included and were not limited to the following:
Out of which the Company has an investment of Rs. 349.89 Cr in the equity and instruments entirely equity in nature of various Subsidiaries of the Company and Rs 188.58 Cr in the equity optionally convertible debentures and instruments entirely equity in nature of Jointly controlled entities of the Company which are measured at fair value as per Ind AS 109 read with Ind AS 113. • Reviewed the fair valuation reports obtained by the management by involvement of external valuation experts.
• Assessed the methodology and the assumptions applied in determining the fair value by engaging valuation specialists.
These investments are Level 3 investments as per the fair value hierarchy in Ind AS 113 and accordingly determination of fair value is based on a high degree of judgement and input from data that is not directly observable in the market. Further the fair value is significantly influenced by the expected pattern of future benefits the tangible assets of subsidiaries/ joint ventures and expected future economic benefits. Accordingly the same has been considered as a key audit matter. • Assessed the objectivity independence and competence of the Company's external specialists involved in the process
2. As at 31.03.2020 the Company has total investments of 538.48 Cr which are classified as financial assets in the financial statements. 2. In respect of the impairment indicator assessment for the investments in subsidiaries/ joint ventures our audit procedures included and were not limited to the following:-
Out of which the Company has an investment of Rs. 349.89 Cr in the equity and instruments entirely equity in nature of various Subsidiaries of the Company and Rs 188.58 Cr in the equity optionally convertible debentures and instruments entirely equity in nature of Jointly controlled entities of the Company The management regularly reviews whether there are any indicators of impairment on unquoted investments made by the company. • Obtained and read the financial statements of subsidiaries/joint ventures to identify if any disclosure is made for impairment of assets in its standalone financial statements.
• Obtained the impairment indicator assessment performed by the management considering internal/external sources of information.
• We have obtained the management's understanding with regard to impairment of the investments made in loss making subsidiary companies/joint ventures.
As per Ind AS 36 - ‘Impairment of Assets' the standard is applicable to financial assets classified as Investments in subsidiaries associates and joint ventures. Accordingly in assessing whether there is any indication that an asset may be impaired an entity shall consider as a minimum the external and internal sources of information any other indications or evidences from internal reporting that indicates that the assets may be impaired.
This assessment involves significant judgment especially in relation to determination of expected future economic benefits. • We have obtained the company's management opinion in estimating the realisable value of the investments made by the subsidiary companies/ joint ventures.
Accordingly the evaluation of impairment of investments in subsidiaries/joint ventures was determined to be a key audit matter.
3. The Company has been incurring operating losses during the past few years and the current liabilities of the Company exceed its current assets. 3. We have evaluated the assumptions and forecasts made by management. We have specifically devoted attention to the assumptions made with respect to the future value added the results and the cash flows in order to assess the company's ability to continue meeting its payment obligations and its obligations under the financing covenants in the year ahead
The Group and parent Company financial statements were prepared on a going concern basis. Management's statement in respect of going concern is set out in Note 33 of the financial statements.

Emphasis of Matter

As stated in note no. 35 the company has no impact of Covid-19 on the performance ofthe company during the year. Our opinion is not modified in respect of this matter.

Information Other than the Ind AS Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the Ind AS financial statements and our auditor's report thereon.

Our opinion on the Ind AS financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the Ind AS financial statements or our knowledge obtainedduring the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibility of Management and Those Charged with Governance for the Standalone IndAS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Standalone Ind AS 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 theIndian Accounting Standards specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the 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 Ind AS financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but it is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the ‘Annexure A' a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the 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 explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss the statement of changes inequity and the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid Standalone Ind AS financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on 31stMarch2020 taken on record by the Board of Directors none of the directors is disqualifiedas on 31st March2020 from being appointed as a director in terms of Section 164 (2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The company does not have any pending litigations which would impact its financialposition except those disclosed in financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

For G.S.SAI BABU & ASSOCIATES
Chartered Accountants
Firm's Registration No.: 014207S
SATYA SAI BABU GURRAM
Proprietor
Membership No: 208341
Place : Hyderabad
Date : 23rd June 2020
UDIN : 20208341AAAAAI7232

Annexure 'A' to the Independent Auditor's Report of GAYATRI HIGHWAYS LIMITED(FormerlyGAYATRI DOMICILE PRIVATE LIMITED)for the Year ended as on 31st March 2020

Annexure referred to in paragraph 1 under the heading "Report on Other Legal andRegulatory Requirements" of our report on even date:-

(i) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) The Fixed Assets have been physically verified by the Management at regularIntervals and no material discrepancies were noticed on such verification. In our opinionthe frequency of verification of the fixed assets is reasonable having regard to the sizeof the Company and the nature of its assets

(c) The company has no immovable property hence paragraph 3(i)(c) of the Order is notapplicable to the company.

(ii) As the company is engaged in the business of infrastructure developmentoperations and its maintenance and there is no inventory in hand at any point of timehence paragraph 3(ii) of the Order is not applicable to the company.

(iii) The Company has not granted any loans secured or unsecured to companies firmslimited liabilities partnership or other parties covered in the register maintained undersection 189 of the Companies Act 2013. Hence reporting under clause (a) to (c) of Para3(iii) are not applicable

(iv) The Company has not entered into any transaction in respect of loans investmentsguarantee and securities which attracts compliance to the provisions of the sections 185and 186 of the Companies Act 2013. Therefore the paragraph 3(iv) of the Order is notapplicable to the company.

(v) The Company has not accepted deposits and the directives issued by the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of theCompanies Act and the rules framed there under are not applicable to the Company.

(vi) The Central Government has not specified maintenance of cost records undersub-section (1) of Section 148 of the Act in respect of Company's services. Accordinglythe provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the books of accounts the company has been generally regular indepositing undisputed statutory dues including provident fund employee state insuranceincome tax service tax value added tax cess and other statutory dues during the yearwith the appropriate authorities. As on 31st March 2020 there are no undisputed statutorydues payables for period exceeding for a period more than six month from the date theybecome payable.

(b) The dues outstanding in respect of income-tax sales-tax service-tax duty ofcustoms duty of excise and value added tax on account of any dispute are as follows:

Name of the statute Nature of dues Amount (`) Amount paid under protest (`) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 892926 455023 Financial Year 08-09 Highcourt of Telangana

(viii) There are no loans or borrowings payable to banks or government and no duespayable to debenture- holders. As stated in note no.12(vi) the Company has defaulted inthe repayment of term loan and interest thereon within the due dates and as on 31st March2020 the outstanding principal amount is Rs.98 Crores and the Interest amount is Rs.7.89Crores.

(ix) Money raised by way of term loans were applied for the purpose for which it wasraised. The Company has not raised money by way of initial public offer or further publicoffer.

(x) According to the information and explanation given to us by the management whichhave been relied by us there were no frauds on or by the company noticed or reportedduring the period under audit.

(xi) The company has not paid managerial remuneration hence paragraph 3(xi) of theorder is not applicable to the company.

(xii) The Company is not a Nidhi Company and hence clause3 (xii) of the Companies(Auditor's Report) Order 2016 is not applicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance with sections 177 and 188 of the Companies Act 2013 where applicable andthe details of such transactions have been disclosed in the Standalone Ind AS financialstatements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

(xvi) On the basis of information and explanations provided to us by the managementread with note 32 to the accompanying financial statements provisions of Section 45IA ofthe Reserve Bank of India Act 1934 is not applicable to the Company. Accordingly theCompany has not got itself registered under the aforesaid provisions as at 31 March 2020.

For G.S.SAI BABU & ASSOCIATES
Chartered Accountants
Firm's Registration No.: 014207S
SATYA SAI BABU GURRAM
Proprietor
Membership No: 208341
Place : Hyderabad
Date : 23rd June 2020
UDIN : 20208341AAAAAI7232

ANNEXURE - B TO THE INDEPENDENT AUDITORS' REPORT (Referred to in our Report of evendate)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GayatriHighways Limited(Formerly Gayatri Domicile Private Limited)("the Company") as of31st March 2020 in conjunction with our audit of the Standalone Ind AS financialstatements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (the "Guidance Note").These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding 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 internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the Standalone Ind AS financial statements whether due to fraudor error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of Standalone Ind AS financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of StandaloneInd AS financial statements in accordance with generally accepted accounting principlesand that receipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company's assets that could have a material effect on the StandaloneInd AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For G.S.SAI BABU & ASSOCIATES
Chartered Accountants
Firm's Registration No.: 014207S
SATYA SAI BABU GURRAM
Proprietor
Membership No: 208341
Place : Hyderabad
Date : 23rd June 2020
UDIN : 20208341AAAAAI7232

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