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GTL Infrastructure Ltd.

BSE: 532775 Sector: Telecom
NSE: GTLINFRA ISIN Code: INE221H01019
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VOLUME 144365681
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Mkt Cap.(Rs cr) 2,953
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OPEN 2.35
CLOSE 2.32
VOLUME 144365681
52-Week high 4.90
52-Week low 0.65
P/E
Mkt Cap.(Rs cr) 2,953
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GTL Infrastructure Ltd. (GTLINFRA) - Auditors Report

Company auditors report

TO THE MEMBERS OF

GTL INFRASTRUCTURE LIMITED

Report on the Audit of the Financial Statements

 

Qualified Opinion

We have audited the accompanying Financial Statements ofGTL INFRASTRUCTURE LIMITED("the Company") which comprise the Balance Sheet as at March 31 2021the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and Statement of Cash Flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as "the Financial Statements").

In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matters described in the‘Basis for Qualified Opinion' para below the aforesaid Financial Statements givethe information required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2021and its loss including other comprehensive income changes in equity and its cash flowsfor the year ended on that date.

Basis for Qualified Opinion

Attention is drawn to Note No. 40 to the financial statements which inter alia statesthat the Hon'ble Supreme Court of India held that "Mobile TelecommunicationTower" is a building and State can levy property tax on the same. Pending petitionsof the Company before the appropriate Courts non-receipt of demand notices for propertytax in respect of majority of the Telecommunication Towers and also due to Company's rightto recover such property tax amount from certain customers the company is unable toquantify the amount of property tax to be borne by it and accordingly the Company has notmade any provision for the same. We are unable to quantify the amount of the property taxif any to be accounted for and its consequential effects on the financial statements.

We conducted our audit in accordance with Standards on Auditing (SAs) specified undersection 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the

Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Act and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the ICAI's Codeof Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our qualified opinion on the Financial Statements.

Material Uncertainty Related to Going Concern

We draw attention to the Note no. 40 & 59 to the financial statements regardingpreparation of financial statements on going concern basis notwithstanding the fact thatthe Company continue to incurred the cash losses net-worth has been fully erodeddefaulted in repayment of principal and interest to its lenders certain lenders havecalled back the loans one of the secured lenders has applied before the National CompanyLaw Tribunal (NCLT) under Insolvency and Bankruptcy Code 2016 Aircel one of the majorcustomers of the Company has filed Insolvency petition before NCLT and various otherevents resulting into substantial reduction in the tenancy provisions for impairment forProperty Plant & Equipment (refer Note No. 3(a)(vi) to the financial statements)dismantling of various telecom sites (refer Note No. 58 to the financial statements);These conditions along with other matters set forth in notes to the financial statementsindicate that a material uncertainty exists that may cast significant doubt on theCompany's ability to continue as a going concern. Since 79.34% (by value) of the Company'sborrowing has been assigned by the lenders to the Edelweiss Asset Reconstruction CompanyLimited (EARC) and expected to have realignment of debt by the EARC in accordance with theCompany's cash flow. The appropriateness of the assumptions of the going concern iscritically depended upon the Company's ability to raise finance and generate cash flows infuture to meet its obligation and to restructure its borrowing with the lenders.

Our opinion is not modified in respect of this matter.

Key Audit Matters (KAM)

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Financial Statements for the year ended March 31 2021.These matters were addressed in the context of our audit of the Financial Statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

Key Audit Matter How our audit addressed the key audit matter
1) Impairment of Property Plant and Equipment (PPE): Our audit procedures included among others:
Annually Management reviews whether there are any indicators of impairment of the PPE of the Company by reference to the requirements under Indian Accounting Standards (Ind AS) 36 – "Impairment of Assets". Accordingly Management has identified impairment indicators (operating losses significant erosion of net-worth dismantling of towers etc.) in the Company. As a result an impairment assessment was required to be performed by the Company by comparing the carrying value of the PPE to their recoverable amount to determine whether impairment was required to be recognised. - Updating our understanding of management's annual impairment testing process.
For the purpose of the above impairment testing value in use has been determined by forecasting and discounting future cash flows. - Assessing internal controls designed for identification of impairment indicators.
These conclusions are dependent upon significant management judgments including in respect of: - Ensuring that the methodology of the impairment exercise continues to comply with the requirements of Ind AS as adopted including evaluating management's assessment of indicators of impairment against indicators of impairment specified within Ind AS 36.
– Estimated utilization incremental tenancy (growth rate) frequency of assets replacement expenditure to be incurred disposal values and discount rates applied to future cash flows. - Assessing the assumptions around the key drivers of the cash flow forecasts including incremental tenancy growth discount rates estimated one time settlement with disputed operators etc.
During the year ended March 31 2021 the management assessed carrying values of PPE and an impairment provision of Rs.36888 Lakhs and losses on account of dismantling of PPE of Rs.16314 Lakhs (gross) have been recognised and reduce the aggregate carrying value of PPE to Rs.491614 Lakhs to their estimated recoverable value which is the value in use (Refer Note no. 3(a) 36(a) and 58 to the Financial Statements). - Discussing/Evaluating potential changes in key drivers as compared to previous year / actual performance with management in order to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable.
We considered this matter as key audit matter due to the significance of the carrying value of the assets being assessed and due to the level of management judgments required in the assumptions impacting the impairment assessment and the sensitivity of the impairment model. - Testing the arithmetical accuracy of the impairment model prepared by the management and obtaining the fair valuation report of value in use from independent SEBI registered Merchant Banker.
- Verifying the completeness of disclosure in the financial statements as per Ind AS 36.
2) Litigation Matters and Contingent Liabilities Our audit procedure included among others:
The Company is subject to number of significant litigations. - Assessing the procedures implemented by the Company to identify and gather the risks it is exposed to.
Major risks identified by the Company in that area related to Service Tax Property Tax Legal cases initiated by various rental site owners and by a FCCB holder Application filed by a lender to the NCLT under IBC for the recovery of loan arbitration with the vendors / service providers etc. The amount of litigation may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant Management judgment. (Refer Note No. 36(b) 38(A) 39 & 40 to the Financial Statements) - Obtaining an understanding of the risk analysis performed by the Company with relating supporting documentation and reading written statements from internal and external legal experts where applicable.
Due to complexity involved in these litigation matters management's judgment regarding recognition and measurement of provisions for these legal proceedings is inherently uncertain and might change over time as the outcomes of the legal cases are determined. Accordingly it has been considered as a key matter. - Discussion with the management on the development in these litigations during the year ended March 31 2021.
- Enquiring from the company's legal counsel (internal/ external) and study the responses as received from them.
- Verification that the accounting and / or disclosure as the case may be in the financial statements made by the Company is in accordance with the assessment of legal counsel / management.
- Obtaining representation letter from the management on the assessment of these matters as per SA 580(revised) – Written representations.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the management discussion & analysis and director's reportincluded in the annual report but does not include the Financial Statements and ourauditor's report thereon. The above information is expected to be made available to usafter the date of this auditor's report. Our opinion on the Financial Statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the Financial Statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the FinancialStatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. When we read the above other information if we conclude that there is materialmisstatement therein we are required to communicate the matter to those charged withgovernance.

Management's Responsibility for the Financial Statements

The Company's Management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these Financial Statementsthat give a true and fair view of the state of affairs (financial position) loss(financial performance including other comprehensive income) cash flows and the changesin equity of the Company in accordance with the accounting principles generally acceptedin India including Ind AS prescribed under Section 133 of the Act read with relevantrules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Financial Statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Financial Statements the Management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibility for the audit of the 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 is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud 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 Financial Statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Companyhas adequate internal financial controls system in place and the operating effectivenessof such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the ability ofthe Company to continue as a going concern. If we conclude that a material uncertaintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the Financial Statements or if such disclosures are inadequate to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor's report. However future events or conditions may cause the Company to ceaseto continue as a going concern.

Evaluate the overall presentation structure and content of the Financial Statementsincluding the disclosures and whether the Financial Statements represent the underlyingtransactions 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 alsoprovide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the Financial Statements for the year ended March 31 2021 and aretherefore the key audit matters. We describe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act we report that: a. We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.

b. Except for the effects of matters described in the Basis for Qualified Opinionparagraph above 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 Balance Sheet the Statement of Profit and Loss (Including other comprehensiveincome) Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the books of account.

d. Except for the effects of matters described in the Basis for Qualified Opinionparagraph above in our opinion the aforesaid financial statements comply with theInd AS prescribed under Section 133 of the Act.

e. The matter described in the ‘Basis for Qualified Opinion' paragraphabove and the matter described under Material Uncertainty Related to Going Concernparagraph above in our opinion may have an adverse effect on the functioning of theCompany.

f. On the basis of the written representations received from the directors as on March31 2021 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2021 from being appointed as a director in terms of Section164 (2) of the Act.

g. With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure A".

h. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended: In our opinionand to the best of our information and according to the explanations given to us themanagerial remuneration paid/ payable by the Company to a whole time director is subjectto approval of shareholders in accordance with the provisions of section 197 of the Act.

i. 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 as amended 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 its financialposition in its financial statements in Note No. 36(b) 38(A) and 39 to the FinancialStatements except in respect of property tax as detailed in Note No. 40 to the financialstatements where the amount is not quantifiable and which is also a matter of qualifiedopinion in this report;

ii. The Company has made provisions as required under the applicable law or Ind ASfor material foreseeable losses if any on long term contracts including derivativecontracts;

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

2. As required by the Companies (Auditor's Report) Order 2016 ("CARO 2016")issued by the Central Government in terms of Section 143(11) of the Act we give in "AnnexureB" a statement on the matters specified in paragraphs 3 and 4 of CARO 2016.

"ANNEXURE A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 (g) under ‘Report on Other Legal and RegulatoryRequirements' of our report of even date to the members of GTL Infrastructure Limited onthe Financial Statements for the year ended March 31 2021) Report on the InternalFinancial Controls with reference to Financial Statements under Clause (i) of Sub-section3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to financial statementsof GTL INFRASTRUCTURE LIMITED (‘the Company') as of March 31 2021 inconjunction with our audit of the Financial Statements of the Company for the year endedon 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 with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls with referenceto financial statements (‘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 internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note issued by the ICAI and the Standards of Auditingprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the Ind ASfinancial statements whether due to fraud or 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 systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem with reference to financial statements and such internal financial controls withreference to financial statements were operating effectively as at March 31 2021 basedon the internal control with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote issued by the ICAI.

"ANNEXURE B" TO INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under the heading "Report on Other Legal andRegulatory Requirements" of our report of even date to the members of GTLINFRASTRUCTURE LIMITED on the financial statements for the year ended March 31 2021)

i. In respect of its fixed assets: a. The Company has maintained proper recordsshowing full particulars including quantitative details and situation of fixed assets onthe basis of available information.

b. As explained to us the Company has physically verified certain assets inaccordance with a phased program of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. During the year inthe survey / physical verification of plant and equipment the Company observed certainunoccupied towers were dismantled by the disgruntled landlords or miscreants as mentionedin note no. 58 to the financial statements. The same has been properly dealt with in thebooks of account.

c. According to the information and explanations given to us the title deeds ofimmovable properties are held in the name of the Company except in respect of followingimmovable properties as detailed below:

Sr. No. Particulars of the Building Leasehold/ Freehold Net Book Value Remarks
1 Land at Sudhagad Raigad (Pledged with the Bank) Freehold 38 The title deed is in the name of Chennai Network Infrastructure Limited (CNIL) which got merged with the Company pursuant to the scheme of arrangement.
2 Building at Wanawadi Pune (Pledged with the Bank) Freehold 525 The title deed is in the name of Global Electronic Commerce services Limited which was merged with GTL Limited (the seller)

Further as informed to us in respect of 8 immovable properties having Net Book Valueof Rs.3471 Lakhs in respect of which the original title deeds have been deposited withthe lenders as security have been verified based on the photocopies of the documents forthose immovable properties and based on such documents the title deeds are held in thename of the company.

ii. As explained to us inventories have been physically verified during the year bythe management and in our opinion the frequency of verification is reasonable.Discrepancies noticed on physical verification of the inventories between the physicalinventories and book records were not material having regard to the size of theoperations of the Company and the same have been properly dealt with.

iii. The Company has not granted any loan secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained undersection 189 of the Act. Therefore clause (iii) of paragraph 3 of the CARO 2016 is notapplicable to the Company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act in respect ofinvestments. The Company has not granted any loan or provided any guarantees or securityto the parties covered under section 185 and 186.

v. According to the information and explanations given to us the Company has notaccepted any deposits from the public within the provisions of section 73 to 76 of the Actand the Rule framed there-under. Therefore clause (v) of paragraph 3 of the CARO 2016 isnot applicable to the Company.

vi. According to the information and explanations given to us the Central Governmenthas not prescribed the cost records to be maintained under sub-Section (1) of Section 148of the Act in respect of business activities carried on by the Company. Therefore clause(vi) of paragraph 3 of the CARO 2016 is not applicable to the Company.

vii. According to the information and explanations given to us in respect of statutorydues:

a. The Company has been generally regular in depositing undisputed statutory duesincluding provident fund employees' state insurance income tax duty of customs duty ofexcise value added tax Goods and Services Tax cess and any other statutory dues asapplicable with the appropriate authorities during the year however delays have beennoticed in case of property tax. According to the information and explanations given tous no undisputed amounts payable in respect of such statutory dues were outstanding as atMarch 31 2021 for a period of more than six months from the date they become payable.

b. The disputed statutory dues of income tax sales tax entry tax and value added taxand service tax aggregating to Rs.23262 Lakhs that have not been deposited on account ofdisputed matters pending before appropriate authorities as under:

Name of the Statutes Nature of the Dues Period to which it relates Rs.in Lakhs (*) Forum where the dispute is pending
The Central Sales Tax Act 1956 and Sales Tax Acts of various States Sales Tax / VAT / Entry Tax 2010-18 2010-11 12655 8 High Court Additional Commissioner
2006-07 3 Commissioner (A)
2011-12 2016-17 206 Asst. Commissioner
2009-14 & 2015-16 35 Joint Commissioner
2007-14 To 2015-2017 344 Deputy Commissioner
2010-11 18 Presiding Member
The Finance Act 1994 Service Tax/ GST 2006-09 & 2010-17 5246 Tribunal
2010-17 3849 Commissioner
2017-18 19 Deputy Commissioner (Appeal)
2018-19 35 Joint Commissioner CT Appeal
The Income Tax Act 1961 Income Tax 2011-12 & 2017-18 844 CIT(A)
Total 23262

(*) Net of amount deposited under protest

Property Tax:

As detailed in Note No. 40 to the Financial Statements the Company has disputed variousmatters related to Property tax payable on its telecommunication towers in respect ofwhich it is not possible to quantify the amount in dispute. viii. Based on our auditprocedures and information and explanations given by the management and considering theCorporate Debt Restructuring (CDR) scheme with banks financial institution; we are of theopinion that as on March 31 2021 the Company has defaulted in repayments of loans tobanks financial institution EARC foreign lenders and FCCB holders aggregating toRs.226483 Lakhs (Refer note no. 20.5 to the financial statements). Lender wise details ofsuch default are as under:

Sr. No. Bank / Financial Institution /Assets

Amount of default as at the balance sheet date

Reconstruction Co. 3 to 30 months Below 3 months
1 Corporation Bank 7270 2778
2 Canara Bank 12419 4500
3 IDBI Bank 7048 2195
4 Indian Bank 2399 1318
5 LIC of India 10021 3129
6 Asset Reconstruction Trust 111478 41345
(ARC)
7 FCCB Holders 13009 206
8 Deutsche Investitions- und 6659 709
Entwicklungsgesellschaft
mbH (DEG)
Total 170303 56180

ix. According to the information and explanations given to us the Company did notraise any money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year. Accordingly clause (ix) of paragraph 3 ofthe CARO 2016 is not applicable to the Company.

x. Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and on the basis of information and explanationsgiven by the management no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us theCompany has paid / provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Actexcept remuneration to a whole time directors amounting to Rs.102 Lakhs which is subjectto approval of shareholders' as required.

xii. In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Therefore clause (xii) of paragraph 3 of the CARO 2016 isnot applicable to the Company.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting 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. Therefore clause (xiv) of paragraph 3 of the CARO 2016 is not applicable to theCompany.

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 non-cashtransactions with directors or persons connected with him. Therefore clause (xv) ofparagraph 3 of the CARO 2016 is not applicable to the Company. xvi. In our opinion andaccording to the information and explanations provided to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934.

For Pathak H. D. & Associates LLP

Chartered Accountants

Firm Registration No. 107783W / W100593
Gopal Chaturvedi
Partner
Place: Mumbai Membership No. 090903
Dated: June 03 2021 UDIN No.: 21090903AAAADB9297

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