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GTL Ltd.

BSE: 500160 Sector: Telecom
NSE: GTL ISIN Code: INE043A01012
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OPEN 19.15
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VOLUME 424401
52-Week high 32.55
52-Week low 4.86
P/E 9.68
Mkt Cap.(Rs cr) 285
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 19.15
CLOSE 19.05
VOLUME 424401
52-Week high 32.55
52-Week low 4.86
P/E 9.68
Mkt Cap.(Rs cr) 285
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GTL Ltd. (GTL) - Auditors Report

Company auditors report

To

The Members of GTL LIMITED

Report on the audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of GTLLimited ("the Company") which comprise the Balance Sheet as at March 312021 the Statement of Profit and Loss (including other comprehensive income) theStatement of Changes in Equity and the Statement of Cash Flows for the year ended on thatdate notes to the financial statements and a summary of significant accounting policiesand other explanatory information (hereinafter referred to as "the standalonefinancial statements") in which are included the returns for the year ended on thatdate of the Company's branch located at Nepal.

In our opinion and to the best of our information and according to theexplanations given to us except for the effect of matters prescribed in the basis forqualified opinion section of our report the aforesaid standalone financial statementsgive the information required by the Companies Act 2013 ("the Act") in themanner so required and give a true and fair view in conformity with the Indian AccountingStandards prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended ("Ind AS") and other accountingprinciples generally accepted in India of the state of affairs of the Company as at March312021 the profit and other comprehensive income changes in equity and its cash flowsfor the year ended on that date.

Basis for Qualified Opinion

As mentioned in Note No. 33.1 to the Statement the Company has neitherpaid nor provided interest on its borrowings during the financial year. Had such interestbeen recognised the finance cost and interest liability for the year ended March 31 2021would have been more by Rs. 470.20 Crores. Consequently the reported profit after OtherComprehensive Income by the Company for the year ended March 312021 would have been aloss of Rs. 403.15 Crores. The Earnings per Share (EPS) would have been Negative Rs.25.62.

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs) specified under section 143(10) of theCompanies Act 2013 (the Act). Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical / independence requirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI's Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our modified auditopinion on the standalone financial statements.

Emphasis of Matter

We draw attention to the following notes to the accompanying financialstatements

a) Note no. 46 which inter-alia states that during the last few yearsthe Company has incurred cash losses its net worth has been fully eroded and theCompany's current liabilities have exceeded its current assets as at March 312021. Theabove conditions indicate the existence of the material uncertainty that cast significantdoubt about the Company's ability to continue as a going concern. However the Standalonefinancial statements of the Company have been prepared on going concern basis for thereasons stated in the said note.

b) Note no. 6.2 which inter-alia states that company had pledgedcertain investments in its subsidiary / associate / affiliate companies with the lenderstowards the borrowings from them. During the previous year lenders had invoked the pledgeand transferred those investments of the company in the name of its trustees withoutappropriating the same against the borrowings. Pending appropriation of pledged shares ofGTL Infrastructure Ltd. (GIL) invoked by the lenders while the Company continues toclassify and will continue to classify them as 'Long Term Investments' it does not andwill not recognize the gain / loss in the market value of its investment in GIL as it isnot the beneficial owner of them.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are those matters that in our professionaljudgement were of most significance in our audit of the standalone financial statementsof the current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters. We have determined the matters describedbelow to be the key audit matters to be communicated in our report.

Key Audit Matter Auditor's Response
1. Subsidiaries Classified as Held for Sale
The Company is in the process of entering into a sale agreement which results into loss of control of subsidiaries. The assets and liabilities of these subsidiaries are classified as 'held for sale'. The same is considered as key audit matter as it involves evaluation of conditions that is required to be satisfied for classification of assets held for sale fair valuation of assets less cost of disposal and liabilities on such classification and consequential impairment if any and disclosure and presentation in the financial statements. We have carried out the following procedures in respect of these matters:
(Refer note 18 to the Standalone financial statements) • Obtained management representation for classifying the investments in subsidiaries as "Held for Sale"
• Read minutes of meetings of Board of Directors of the Company.
• Verified the impairment loss that is recognised on initial recognition and on subsequent measurement when carrying amount exceeds its fair value less costs of disposal.
• Obtained and relied on the financial statements of these subsidiaries as certified by the management.
• Verified the disclosure and presentation of financial statement in accordance with Ind AS - 105 'Non-current Assets held for sale and discontinued operations'
2. Evaluation of uncertain tax positions: Our procedures included the following:
The Company has material uncertain tax positions including matters under dispute which involves significant judgement to determine the possible outcome of these disputes. Obtained understanding of key uncertain tax positions; Obtained details of completed tax assessments and demands for the year ended March 31 2021 from the management;
We along with our internal tax experts -
i. Discussed with management and evaluated the Management's underlying key assumptions in estimating the tax provision;
ii. Assessed management's estimate of the possible outcome of the disputed cases; and
iii. Considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions.
Additionally considered the effect of new information in respect of uncertain tax positions as at April 12020 to evaluate whether any change was required to management's position on these uncertainties.
3. Assessment of contingent liabilities and provisions related to Taxation Litigations and claims:
The assessment of the existence of the present legal or constructive obligation analysis of the probability of the related payment and analysis of a reliable estimate requires management's judgement to ensure appropriate accounting or disclosures. Our audit procedures included:
Due to the level of judgement relating to recognition valuation and presentation of provisions and contingent liabilities this is considered to be a key audit matter. (Refer note 39 to the Standalone financial statements) • As part of our audit procedures we have assessed Management's processes to identify new possible obligations and changes in existing obligations for compliance with company policy and Ind AS 37 requirements.
• We have analysed significant changes from prior periods and obtain a detailed understanding of these items and assumptions applied.
• We have obtained relevant status details and Management representations on the major outstanding litigations.
• As part of our audit procedures we have reviewed minutes of board meetings (including the Audit Committee).
• We have held regular discussions with Management and internal legal department.
• We challenged the assumptions and critical judgements made by management which impacted their estimate of the provisions required considering judgements previously made by the authorities in the relevant jurisdictions or any relevant opinions given by the Company's advisors and assessing whether there was an indication of management bias.
• We discussed the status in respect of significant provisions with the Company's internal tax and legal team.
We performed retrospective review of management judgements relating to accounting estimate included in the financial statement of prior year and compared with the outcome.

Other matters

a) We did not audit the financial statements / information of Nepalbranch included in the Standalone financial statements of the company whose financialstatements / financial information reflect total assets of Rs. 0.70 Crores (netassets of Rs. 0.05 Crores) as at March 312021 and total revenues of Rs. NILfor the year ended on that date. The financial statements / information of this branch areunaudited. According to the information and explanations given to us by the Managementthere are no transactions at the said branch and these financial statements / informationare not material to the Company.

b) As at March 31 2021 balance Confirmations with respect to BankLoan (including interest accrued) Bank Guarantee Bank Current Account and Fixed Depositsaggregating to Rs. 3420.09 Crores have not been received.

c) The Statement includes results for the quarter ended March 31 2021and March 31 2020 being balancing figures between audited figures in respect of fullfinancial year and published unaudited year to date figures up to the third quarter of thecurrent financial year i.e. December 312020 and December 312019 which were subjected tolimited review by us.

Our opinion is not modified in respect of above matter.

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

The Company's Board of Directors is responsible for the preparation ofthe other information. The other information comprises the information included in theManagement Discussion and Analysis Board's Report including Annexures to Board's ReportBusiness Responsibility Report Corporate Governance and Shareholder's Information butdoes 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 identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

When we read other information if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance and describe actions applicable in the applicable laws and regulations. We havenothing to report in this regard.

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 Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due 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 are responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

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 professionaljudgement 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 financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

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

• 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 standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to 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.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

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 of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

I. 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 of the Act we give in the "Annexure A" a statementon the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

II. 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 have beenkept by the Company so far as it appears from our examination of those books.

c) The reports on the accounts of the branch offices of the Companyhave not been audited under Section 143(8) of the Act by branch auditor and have beenappropriately dealt with by us in preparing this report. (Refer Point (a) of Other Matterparagraph above)

d) 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.

e) In our opinion the aforesaid Standalone Financial Statements complywith the Ind AS specified under Section 133 of the Act read with Rule 3 of the Companies(Indian Accounting Standards) Rules 2015.

f) On the basis of the written representations received from thedirectors as on March 31 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on March 312021 from being appointed as a director in termsof Section 164 (2) of the Act.

g) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B" to this report.

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 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 No. 39.C.1 to theStandalone Financial Statements.

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

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company. However unpaiddividend of Rs. 0.20 Crore pertaining to the years 2000-01 2001-02 and 2003-04 to 2009-10has not been transferred to Investor Education and Protection Fund but is held in abeyanceon account of pending legal cases.

III. As required by the Companies (Amendment) Act 2017 in ouropinion according to information explanations given to us the remuneration paid by theCompany to its directors is within the limits prescribed under Section 197 of the Act andthe rules thereunder.

ANNEXURE - "A" TO THE INDEPENDENT AUDITORS' REPORT ONSTANDALONE FINANCIAL STATEMENTS OF GTL LIMITED

(Referred to in paragraph I under the heading "Report on OtherLegal and Regulatory Requirements" of our report of even date to the members of GTLLimited on the Standalone Financial Statements for the year ended March 312021)

i. In respect of the Company's property plant & equipment:

a) The Company has maintained proper records showing full Particularsincluding quantitative details and situation of property plant and equipment.

b) As explained to us the Company has a phased program of physicalverification of the property plant and equipment which in our opinion is reasonablehaving regard to the size of the Company and nature of its assets.

During the year the Company in accordance with the said program hasphysically verified certain property plant and equipment. No material discrepancies werenoticed on such physical verification.

c) According to the information and explanations given to us and basedon the records produced the title deeds of the immovable properties held by the Companyare in the name of the Company. The title deeds of the immovable properties held by theCompany are verified from the photo copies of such title deeds as the originals thereofhave been deposited with the lenders for securing the borrowings of the Company andconfirmation for the same has been obtained from IDBI Trusteeship Services Limited.

ii. The inventories have been physically verified during the year bythe management. In our opinion the frequency of verification is reasonable. No materialdiscrepancies were noticed on such physical verification.

iii. According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013. Accordingly the provisions of sub clauses (a) (b) (c)of clause (iii) of the order are not applicable to the company.

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of section 185 and 186 of theAct in respect of investments made and guarantees and securities given. According to theinformation and explanations given to us the Company has neither provided any securitynor given any loans.

v. In respect of deposits accepted in our opinion and according to theinformation and explanations given to us directives issued by the Reserve Bank of Indiaand the provisions of section 73 to 76 or any other relevant provisions of the CompaniesAct 2013 and the rules framed there under are not applicable and hence not commentedupon.

vi. According to the information and explanations given to us theCentral Government has not prescribed the cost records to be maintained under sub-Section(1) of Section 148 of the Act in respect of business activities carried on by the Company.Therefore the provisions of clause (vi) of the Order are not applicable to the Company.

vii. a) According to the information and explanations given to us andaccording to the records of the Company examined by us in our opinion the Company isgenerally regular in depositing with the appropriate authorities undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Goods and Service Taxduty of Custom Cess and any other statutory dues wherever applicable.

On the basis of examination of the relevant records and according tothe information and explanations given to us except for Sales Tax dues of Rs. 5.68Crores no undisputed amounts payable in respect of aforesaid dues were outstanding as atMarch 31 2021 for a period of more than 6 months from the date they became payable.

b) According to the information and explanations given to us therewere no dues in respect of Income Tax Duty of Excise Duty of Customs Sales Tax ServiceTax Goods and Service Tax and Value Added Tax which have not been deposited on account ofany dispute except the following:

(Rs. in Crores)

Name of Statute Nature of Dues Forum where Dispute is pending Period to which amount relates (Financial Year) Gross Amount involved Amount paid under protest Amount unpaid
Central Sales Tax Act 1956 and respective states Sales Tax Sales Tax Entry Tax Trade Tax Penalty Interest Commissioner (Appeals) Joint Commissioner Additional Commissioner Deputy Commissioner 1992-1993 1995-1997 2005-2015 106.79 3.62 103.17
Appellate Tribunals and Revision Boards 1995-1996 2002-2003 2005-2011 6.99 1.29 5.70
Total (A) 113.78 4.91 108.87
Finance Act 1994 (Service Tax) Service Tax Interest Penalty Commissioner (Appeals) 2013-2014 2015-2017 20.08 1.10 18.98
Total (B) 20.08 1.10 18.98
Income Tax Act 1961 Tax & Interest CIT (Appeals) 2013-14 0.42 - 0.42
Total (C) 0.42 - 0.42
Grand Total (A+B+C) 134.28 6.01 128.27

viii. On the basis of our examination of the records of the Companythe terms of Corporate Debt Restructuring scheme as applicable and according to theinformation and explanations given to us the Company has defaulted in repayment ofborrowings to financial institutions and banks. The lender wise details of the amount ofdefault and the period of default are as under.

a) Nature of Dues : Term Loan

(Grouped and disclosed under the heading "Secured: Payable to CDRlenders" of note no. 25 "Other Financial Liabilities" to the StandaloneFinancial Statements)

(Rs. in Crores)

Name of the Lender Amount of Default Period of Default
Less than 1 Year 1 to 2 Years 2 to 3 Years More than 3 Years
Bank of Baroda 343.89 39.40 39.40 39.40 225.69
Bank of India 294.40 33.19 33.19 33.19 194.83
Canara Bank 161.86 18.32 18.32 18.32 106.90
Catholic Syrian Bank 38.34 4.50 4.50 4.50 24.84
IDBI Bank 57.43 18.46 18.46 18.46 2.05
Indian Bank 81.21 9.12 9.12 9.12 53.85
Indian Overseas Bank 119.95 13.54 13.54 13.54 79.33
Punjab National Bank 242.56 28.96 28.96 28.96 155.68
State Bank of India 11.98 2.26 2.26 2.26 5.20
Standard Chartered Bank 17.49 1.80 1.80 1.80 12.09
Small Industrial Development Bank of India 83.18 9.18 9.18 9.18 55.64
UCO Bank 91.66 10.32 10.32 10.32 60.70
Union Bank of India 363.61 42.04 42.04 42.04 237.49
Total 1907.56 231.09 231.09 231.09 1214.29

b) Nature of Dues: Funded Interest Term Loan

(Grouped and disclosed under the heading "Secured: Payable to CDRlenders" of note no. 25 "Other Financial Liabilities" to the StandaloneFinancial Statements)

(Rs. in Crores)

Name of the Lender Amount of Default Period of Default
Bank of Baroda 53.15 More than 3 Years
Bank of India 42.13 More than 3 Years
Canara Bank 26.81 More than 3 Years
Catholic Syrian Bank 6.37 More than 3 Years
IDBI Bank 20.80 More than 3 Years
Name of the Lender Amount of Default Period of Default
Indian Bank 10.87 More than 3 Years
Indian Overseas Bank 17.66 More than 3 Years
Punjab National Bank 41.74 More than 3 Years
State Bank of India 2.68 More than 3 Years
Standard Chartered Bank 2.58 More than 3 Years
Small Industrial Development Bank of India 10.22 More than 3 Years
UCO Bank 11.88 More than 3 Years
Union Bank of India 55.52 More than 3 Years
Total 302.41

c) Nature of Dues: Liability for Bank Guarantee Invocation

(Grouped and disclosed under the heading "Secured: Payable to CDRlenders" of note no. 25 "Other Financial Liabilities" to the StandaloneFinancial Statements)

(Rs. in Crores

Name of the Lender Amount of Default Period of Default
Bank of Baroda 16.88 More than 3 Years
IDBI Bank 2.65 More than 3 Years
Punjab National Bank 58.04 More than 3 Years
UCO Bank 6.17 More than 3 Years
Union Bank of India 27.39 More than 3 Years
Total 111.13

d) Nature of Dues: External Commercial Borrowings

(Disclosed under the heading "Unsecured: Payable to ExternalCommercial Borrowings (ECB) Lenders" of Note No. 25 "Other FinancialLiabilities" to the Standalone Financial Statements)

(Rs. in Crores

Name of the Lender Amount of default Period of default
BANKS:
Al Salem Bank 37.19 More than 9 years
Bank of Baroda - London 235.03 More than 9 years
Bank of India - London 95.59 More than 9 years
Indian Bank - Colombo 37.19 More than 9 years
Indian Bank - Singapore 37.19 More than 9 years
Indian Overseas Bank - Hong Kong 74.38 More than 9 years
Punjab Nationa Bank - London 49.47 More than 9 years
Syndicate Bank - London 74.22 More than 9 years
OTHERS:
Standard Chartered Bank (Agent) 141.53 More than 9 years
Total 781.80
Less : Deposits / Security Margin (100.58)
Total 681.22

e) Nature of Dues: Non-Convertible Debentures

As regards dues of Rs. 1589.28 Crores disclosed under"Payable to holder of Rated Redeemable Unsecured Rupee Non-ConvertibleDebentures" in Note No. 25 "Other Financial Liabilities".

The Company has arrived at a onetime settlement (OTS) agreement withits NCD holders for its full and final payment of their existing dues and has accordinglyfiled the agreed consent terms with the Honorable High Court. Accordingly High court hasset aside the winding up petition filed by the NCD holders against the company.

We further invite attention to Note No 25.3 to the Standalone FinancialStatements for the same.

ix. According to the information and explanations given to us and onthe basis of examination of records the Company has neither obtained new term loans norraised any money by way of initial public offer or further public offer of shares and/ordebt instruments during the year. Therefore the provisions of clause (ix) of the Orderare not applicable to the Company.

x. Based on our audit procedures performed for the purpose of reportingthe true and fair view of the Standalone Financial Statements and on the basis ofinformation and explanations given by the management no fraud by the Company or on theCompany by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us and basedon our examination of records of the Company the managerial remuneration has been paid orprovided in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company and accordingly the provisions of clause(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us andbased on our examination of records of the Company the transactions entered with relatedparties are in compliance with provisions of section 177 and 188 of the Act whereapplicable and the details of such transactions are disclosed in the Standalone FinancialStatements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us andbased on our examination of records of the Company the Company during the year has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures. Accordingly the provisions of clause (xiv) of the Order are notapplicable to the Company.

xv. In our opinion and according to the information and explanationsgiven to us and based on our examination of records of the Company the Company during theyear has not entered into any non cash transactions with directors or persons connectedwith the directors covered under the provisions of section 192 of the Act and accordinglythe provisions of clause (xv) of the Order are not applicable to the Company.

xvi. In our opinion and according to the information and explanationsgiven to us the Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934. Accordingly the provisions of clause (xvi) of the Orderare not applicable to the Company.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT ONSTANDALONE FINANCIAL STATEMENTS OF GTL LIMITED

(Referred to in paragraph II (g) under ‘Report on Other Legal andRegulatory Requirements' of our report of even date to the members of GTL Limited onthe Standalone Financial Statements for the year ended March 312021)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of GTL Limited ("the Company") as of March 31 2021 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 (ICAI). 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 tocompany'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 Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note and the Standards on Auditing issued by the ICAI anddeemed to be prescribed under Section 143(10) of the Companies Act 2013 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 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 over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the Standalone Financial Statements whether due tofraud 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 over financial reporting.

Meaning of Internal Financial Controls with reference to FinancialStatements

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of Standalone Financial Statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrol over financial reporting includes those policies and 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 asnecessary to permit preparation of Standalone Financial Statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directorsof the company; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with reference toFinancial Statements

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods

are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us 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 of March 31 2021 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by theICAI.

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