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IRB Infrastructure Developers Ltd.

BSE: 532947 Sector: Infrastructure
NSE: IRB ISIN Code: INE821I01014
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OPEN 280.75
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VOLUME 82307
52-Week high 329.30
52-Week low 179.05
P/E 29.18
Mkt Cap.(Rs cr) 16,668
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 280.75
CLOSE 280.90
VOLUME 82307
52-Week high 329.30
52-Week low 179.05
P/E 29.18
Mkt Cap.(Rs cr) 16,668
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IRB Infrastructure Developers Ltd. (IRB) - Auditors Report

Company auditors report

To the Members of

IRB Infrastructure Developers Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have jointly audited the standalone financial statements of IRB InfrastructureDevelopers Limited ("the Company") which comprise the standalone balance sheetas at March 31 2022 and the standalone statement of profit and loss (including othercomprehensive income) the standalone statement of changes in equity and the standalonestatement of cash flows for the year then ended and notes to the standalone financialstatements including a summary of the significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 its profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our joint audit in accordance with the Standards on Auditing (SAs)specified under Section 143 (10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our joint audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion on the standalonefinancial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our joint audit of the standalone financial statements of the currentperiod. These matters were addressed in the context of our joint audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate

Description of Key Audit Matters

Assessment of recoverability of investment in and loans/other receivables provided tosubsidiaries and joint ventures (refer Note 4 5 6 and 33 to the standalone financialstatements)

The Key Audit Matter How the matter was addressed in our joint audit
The Company has significant investments (including subdebt) in subsidiaries and has given loans to certain subsidiaries and joint ventures which carry out road and other infrastructure projects. The Company also has significant amount of investment in and amount receivable from a joint venture. Recoverability of investment in subsidiaries/joint ventures (including sub-debt)
The carrying amount of the investments (including sub debt) in subsidiaries and joint ventures held at cost less impairment as at March 312022 is Rs.77813.89 millions. The loans to subsidiaries and joint ventures and other receivable from joint venture is Rs.16661.15 millions and Rs.31535.05 millions respectively as at March 31 2022. Our audit procedures included:
The Company has investments in subsidiaries and joint ventures which are considered to be associated with significant risk in respect of valuation of such investments. Changes in business environment could also have a significant impact on the valuation of these investments. These investments are carried at cost less any diminution in value of such investments. The investments are examined for impairment at each reporting date. These investments are unquoted and hence it is difficult to measure the realisable amount of these investments. • we have evaluated the design and implementation and tested the operating effectiveness of key controls placed around the impairment assessment process of the recoverability of the investments made and loans given including the estimation of future cash flows forecasts the process by which they were produced and discount rates used.
The Company performs an annual assessment of it investments in subsidiaries and joint ventures to identify any indicators of impairment. • we have examined the key controls in place for making investments in subsidiaries/joint ventures and evidenced the Board of Directors approval obtained.
The recoverable amount of these investments which is based on the higher of the value in use or fair value less costs to sell has been derived from discounted forecast cash flow models. These variables used to determine the value in use are evolving especially in light of uncertainty related to the COVID 19 pandemic • we assessed the net worth of subsidiaries/joint ventures on the basis of latest available financial statements.
These models use several key assumptions concerning estimates of future revenue growth concession period operations costs the discount rate and assessments of the status of the project and cost to complete balance work. • we focused on the sensitivity in the difference between the estimated value and book values of the projects where change in assumptions could cause the carrying amount to exceed its estimated present value. We also assessed the historical accuracy of Company's estimates. Further we have:
The Company's assessment of the remaining ‘value in use' is judgmental because it is based on forecast results and uncertain outcomes. Further determining these estimates may be subject to a degree of Company bias. - Compared the carrying amount of investments with the relevant subsidiaries/ joint ventures balance sheet to identify their net assets being an approximation of their minimum recoverable amount.
Where the net assets are in excess of their carrying amount we also assessed that those subsidiaries/joint ventures have historically been profit-making.
- For the investments where the carrying amount exceeded the net asset value comparing the carrying amount of the investment with the expected value of the business based discounted cash flow analysis.
• we focused on key assumptions such as future revenue growth concession period operations costs the discount rate and assessments of the status of the project and cost to complete balance work which were most sensitive to the recoverable value of the investments. We also assessed the key assumptions were plausible and appropriate in the light of the current environment of the COVID 19 pandemic.
We also assessed the historical accuracy of Company's estimates.
• we challenged and assessed the work performed by management's external valuation expert including the valuation methodology and the key assumptions used. We also assessed the competence capabilities and objectivity of the expert used by the management in the process of evaluating impairment models
• involved our internal valuation specialist where appropriate to evaluate the reasonability of the methodology approach and assumptions used in the valuation carried out for determining the carrying amount of investments
• we checked that the disclosures made in the Company's standalone financial statements in respect of the investment in the subsidiaries/joint ventures are adequate.
Recoverability of loans/advances to subsidiaries and joint ventures and other receivable from joint venture Recoverability of loans/advances to subsidiaries and joint ventures and other receivable from joint venture
The Company has extended loans to subsidiaries and joint ventures which are assessed for recoverability at each period end. Financial assets which include loans to subsidiaries and joint ventures aggregated to Rs.16661.15 millions at March 31 2022. The Company has a other receivable of Rs.31535.05 millions as March 31 2022 from a joint venture. Our procedures included:
Due to the nature of the business in the infrastructure projects the Company is exposed to heightened risk in respect of the recoverability of the loans and advances granted to the aforementioned related parties. There is judgment involved on the recoverability of loans/ advances which rely on a number of infrastructure projects being completed as per the schedule timelines and generation of future cash flows. • we have evaluated the design and implementation and testing operating effectiveness of key internal controls placed around the impairment assessment process of the loans/advances to subsidiaries and joint ventures and other receivable from joint venture.
There is also judgement involved on assessing recoverability of other receivables which rely on key assumptions such as timing of collection the discount rate and the probability of success in respect of the claims. • we have examined the key controls in place for issuing new loans and evidenced the Board of Directors approval obtained.
• we obtained Company's assessment of the recoverability of the loans/ advances and other receivables which includes cash flow projections over the duration of the loans/advances and other receivables. These projections are based on underlying infrastructure project cash flows which are sensitive to some of the claims to be settled with the customers.
• we challenged and assessed the work performed by management's external valuation expert including the valuation methodology and the key assumptions used. We also assessed the competence capabilities and objectivity of the expert used by the management in the process of arriving at the fair value of the other receivables.
• we have involved our internal valuation specialists to evaluate the reasonability of the methodology and approach used in the valuation carried out for determining the carrying amount of other receivables from joint venture. We have held discussions with management as well as their legal teams on the admissibility and the likelihood of the claim settlement.
• we tested on sample basis amounts received in relation to these loans/ advances during the year through to bank statement.
• we have independently requested and obtained confirmations to evaluate the completeness and existence of loans/advances to subsidiaries and joint ventures and other receivables from joint venture as on March 312022.
• we have verified the classification and adequacy of disclosures of the loans/advances and other receivables.
Measurement of construction Revenue (refer Note 3.04 3.05 21 and 38 to the standalone financial statements)
Revenue from construction contracts represents 79.60% of the total revenue from operations of the Company. Revenue from these contracts is recognised on satisfaction of performance obligation over time in accordance with the requirements of relevant accounting standards. Our audit procedures included:
The Company has construction contracts whose revenue recognition can be dependent on a high level of judgement over the percentage of completion. It is based on their best estimate of the costs to complete valuation of contractual variations claims and ability to deliver the contract within the contractual time limit. • we obtained an understanding and consideration of the appropriateness of the policies in respect of revenue recognition against the criteria in the accounting standards.
The execution of construction contracts also requires assessment of execution risk resulting from uncertainty related to COVID-19 pandemic.
The Company's current year revenue from construction contracts and a significant amount of its expenses incurred arise from transactions with related parties. These related parties are principally subsidiaries /joint ventures of the Company. • We have evaluated the design and implementation and tested operating effectiveness of key controls around the contract price estimation of costs to complete and billings to customers and management's testing of these attributes.
The Company uses an input method based on costs incurred to measure progress of the projects. Under this approach the Company recognises revenue based on the costs incurred to date relative to the estimated total costs to complete the performance obligation. Profit is not recognised until the outcome of the contract is fairly certain. • we understood and documented the contract and other related contractual provisions including contractually agreed deliverables termination rights penalties for delay etc. to understand the nature and scope of the arrangements with the customer.
Revenue is a key performance indicator of the Company. Accordingly there can be a risk the Company may influence the judgements and estimates of revenue recognition in order to achieve performance targets to meet market expectations or incentive links to performance for reporting period. • we assessed key judgements inherent in the estimation of significant construction contract projects. It includes comparing the stage-of- completion and costs to completion on significant projects using Lender's Engineer latest certificate/Monthly Progress report.
Revenues total estimated contract costs and profit recognition may deviate significantly from original estimates based on new knowledge about cost overruns and changes in project scope over the term of a construction contract. • we assessed the estimated costs to complete variations in contract price and contract costs and sighted underlying invoices signed contracts/ statements of work completed for all ongoing projects.
• we understood and documented the Company's process for identifying related parties and recording related party transactions. We have also assessed Company's key controls in relation to the assessment and approval of related party transactions and examined Company's disclosures in respect of the transactions.
• we sighted on test check basis the approvals of the Audit Committee and Board of Directors for related party transactions.
• we tested samples of manual journals posted to revenue to identify unusual items.
• we checked that the disclosures made in note 38 to the Company's standalone financial statements are compliant with Ind AS -115

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon.

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

In connection with our joint audit of the standalone financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's and Board of Directors' Responsibility for the Standalone FinancialStatements

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 standalonefinancial statements that give a true and fair view of the state of affairs profit/lossand other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring accuracy and completeness of the accounting recordsrelevant to the preparation and presentation of the standalone financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the standalone financial statements the Management and Board of Directorsare responsible 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 the Board of Directors either intends to liquidate the Companyor to cease operations 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 Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of joint 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 standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• 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 Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures in the standalone financial statementsmade by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related 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 the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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 joint 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.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2020 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

2. (A) 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 joint 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 standalone balance sheet the standalone statement of profit and loss (includingother comprehensive income) the standalone statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account;

d) in our opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards (Ind AS) specified under Section 133 of the Act;

e) on the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct; and

f) with respect to the adequacy of the internal financial controls with reference tothe standalone financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors' 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 has disclosed the impact of pending litigations as at March 31 2022 onits financial position in its standalone financial statements - Refer Note 30 to thestandalone financial statements;

ii. the Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses;

iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312022;

iv. (a) The Management has represented that to the best of it's knowledge and beliefother than as disclosed in the note 45(A) to the standalone financial statements no fundshave been advanced or loaned or invested (either from borrowed funds or share premium orany other sources or kind of funds) by the Company to or in any other person(s) orentity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented that to the best of it's knowledge and beliefother than as disclosed in the note 45(B) to the standalone financial statements no fundshave been received by the Company from any person(s) or entity(ies) including foreignentities ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under sub-clause

(iv) (a) and (iv) (b) contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

(C) With respect to the matter to be included in the Auditors' Report under Section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R & Co. LLP For Gokhale & Sathe
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm's Registration No: 103264W
Aniruddha Godbole Chinmaya Deval
Partner Partner
Membership No: 105149 Membership No: 148652
UDIN: 22105149AJBXUN4113 UDIN: 22148652AJBYHW6103
Mumbai Mumbai
May 17 2022 May 17 2022

Annexure A to the Independent Auditors' Report - March 312022

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

With reference to the Annexure A referred to in the Independent Auditors' Report to themembers of the IRB Infrastructure Developers Limited ("the Company") on thestandalone financial statements for the year ended March 31 2022 we report thefollowing:

(i) The Company neither owns any Property Plant and Equipment or Intangible Assets norhas purchased any Property Plant and Equipment or Intangible Assets during the year.Accordingly clause 3(i)(a) to 3(i)(e) of the Order are not applicable to the Company.

(ii) a) The Company does not hold any inventory. Accordingly clause 3(ii)(a) of theOrder is not applicable to the Company.

b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has been sanctioned overdraftlimits in excess of five crore rupees in aggregate from banks on the basis of securityof fixed deposits placed with banks. In our opinion and according to the information andexplanations given to us the Company is not required to file quarterly returns orstatements with such banks. The Company has not been sanctioned any working capital limitsfrom any financial institutions.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not provided any security orgranted any advances in the nature of loans secured or unsecured to companies firmslimited liability partnership or any other parties during the year. The Company has madeinvestments in provided guarantees and granted unsecured loans to companies a Trust andother parties in respect of which the requisite information is as below. The Company hasnot made any investments in provided guarantees and granted loans secured or unsecuredto firms and limited liability partnership.

a) Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has provided loans or stood guarantee to any otherentity as below:

Amount in Rs. millions
Particulars Guarantees Loans
Aggregate amount during the year:
- Subsidiaries 2545.65 1105.43
- Joint ventures - IRB Infrastructure Trust and its subsidiaries Balance outstanding as at balance sheet date: - 4759.00
- Subsidiaries 2545.65 750.67
- Joint ventures - IRB Infrastructure Trust and its subsidiaries - 3607.93

b) According to the information and explanations given to us and based on the auditprocedures conducted by us we are of the opinion that the investments made guaranteesprovided and the terms and conditions of the grant of loans are prima facie notprejudicial to the interest of the Company.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in the case of interest free loans given therepayment of principal has been stipulated and the repayments or receipts have beenregular except for interest free loans given in previous year of Rs.0.57 millionsRs.167.90 millions Rs.90.82 millions and Rs.219.09 millions given to Aryan InfrastructureInvestments Private Limited Yedeshi Aurangabad Tollway Limited Solapur Yedeshi TollwayLimited and Udaipur Tollway Limited respectively which are repayable on demand. Asinformed to us the Company has not demanded repayment of the loan during the year. Thusthere has been no default on the part of the party to whom the money has been lent.

However in case of interest bearing loan the schedule of repayment of principal andpayment of interest has been stipulated and the repayments or receipts have been regular.Further the Company has not given any advances in the nature of loans to any party duringthe year.

d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no overdue amount for more than ninetydays in respect of loans given. Further the Company has not given any advances in thenature of loans to any party during the year.

e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion following instance of loanfalling due during the year was settled by fresh loan:

Amount in Rs. millions
Name of the parties Aggregate amount dues settled by fresh loans Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Mr Abhay Pathak 24.33 0.41%

f) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not granted any loans eitherrepayable on demand or without specifying any terms or period of repayment. Further theCompany has not given any advances in the nature of loans to any party during the year.

(iv) According to the information and explanations given to us and on the basis of ourexamination of records of the Company in respect of investments made and loans andguarantees given by the Company the provisions of Section 185 and 186 of the CompaniesAct 2013 (‘the Act') have been complied with. The Company has not given any securityunder Section 185 and 186 of the Act.

(v) The Company has not accepted any deposits or amounts which are deemed to bedeposits from the public. Accordingly clause 3(v) of the Order is not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148(1) of the Act and are of the opinion that prima facie the prescribed accountsand records have been made and maintained. However we have not carried out a detailedexamination of the records with a view to determine whether these are accurate orcomplete.

(vii)(a) The Company does not have liability in respect of Service tax Duty of exciseSales tax and Value added tax during the year since effective July 1 2017 thesestatutory dues has been subsumed into Goods and Services Tax.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including Goods and Services TaxProvident Fund Income-tax and other material statutory dues have been regularly depositedduring the year with the appropriate authorities. The Company did not have any dues onaccount of Employees' State Insurance duty of customs and cess.

According to the information and explanations given to us no undisputed amountspayable in respect of Goods and Services tax Provident fund Income-tax and othermaterial statutory dues were in arrears as at March 31 2022 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us there are no statutorydues relating to Goods and Services Tax Provident Fund Income-Tax or other statutorydues which have not been deposited with the appropriate authorities on account of anydispute.

viii. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not surrendered or disclosedany transactions previously unrecorded as income in the books of account in the taxassessments under the Income Tax Act 1961 as income during the year.

ix. (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not defaulted in repaymentof loans and borrowing or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c) In our opinion and according to the information and explanations given to us by themanagement term loans (through issue of Secured Rated Listed Taxable RedeemableNon-Convertible Debentures) were applied for the purpose for which the loans wereobtained.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company we are of the opinion that the unsecuredloans and net current liabilities of Rs.10312.76 millions have financed part of thenon-current loans and other financial assets.

(e) According to the information and explanations given to us and on an overallexamination of the financial statements of the Company we report that the Company hastaken funds from following entity on account of or to meet the obligations of itssubsidiary (as defined under the Act) as per details below:

Amount in Rs. millions
Nature of fund taken Name of lender Amount involved Name of the relevant subsidiary Relationship Nature of transaction for which funds utilised Remarks if any
Issue of Secured Rated Listed Taxable Redeemable NonConvertible Debentures IDBI Bank Limited 3500 IRB Sindhudurg Airport Private Limited Wholly-owned Subsidiary Infusion of Subordinated- Debt in the Wholly-owned Subsidiary None

According to the information and explanations given to us and on an overall examinationof the financial statements of the Company we report that the Company has not taken anyfunds from any entity or person on account of or to meet the obligations of its jointventures as defined under the Act.

The Company does not hold any investment in any associate (as defined under the Act)during the year ended March 31 2022.

(f) According to the information and explanations given to us and procedures performedby us we report that the Company has raised loans (through issue of Secured RatedListed Taxable Redeemable Non-Convertible Debentures) during the year on the pledge ofunits held in its joint venture as per details below:

Amount in Rs.millions
Nature of loan taken Name of lender (May mention whether Bank/ NBFC/ Corporate etc) Amount of loan Name of the subsidiary joint venture associate companies Relationship Details of security pledged Remarks
Issue of Secured Rated Listed Taxable Redeemable NonConvertible Debentures IDBI Bank Limited 3500 IRB Infrastructure Trust Joint Venture 34285875 (having face None value of Rs.100) units of IRB Infrastructure Trust held by the Company

The Company does not hold any investment in any associate (as defined under the Act)during the year ended March 312022.

x.(a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments). Accordingly clause 3(x)(a) of the Order is notapplicable to the Company.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any private placementof shares or fully or partly convertible debentures during the year. In respect ofpreferential allotment of equity shares made during the year the Company has dulycomplied with the requirements of Section 42 and Section 62 of the Act. The proceeds fromissue of equity shares have been used for the purposes for which the funds were raised.

xi.(a) Based on examination of the books and records of the Company and according tothe information and explanations given to us no fraud by the Company or on the Companyhas been noticed or reported during the course of the audit..

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 asprescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 with the CentralGovernment.

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

xii. According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii) of the Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us thetransactions with related parties are in compliance with Section 177 and 188 of the Actwhere applicable and the details of the related party transactions have been disclosed inthe financial statements as required by the applicable accounting standards.

xiv. (a) Based on information and explanations provided to us and our audit proceduresin our opinion the Company has an internal audit system commensurate with the size andnature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

xv. In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Act are notapplicable to the Company.

xvi. (a) The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Order is notapplicable.

(b) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is not applicable

(c) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

(d) The Company is not part of any Group. Accordingly the requirements of clause3(xvi)(d) are not applicable.

xvii. The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

xviii. There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable to the Company.

xix. According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither give any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by theCompany as and when they fall due.

xx. In our opinion and according to the information and explanations given to us thereis no unspent amount under sub-section (5) of Section 135 of the Act pursuant to anyproject. Accordingly clause 3(xx)(a) and 3(xx)(b) of the Order are not applicable to theCompany.

For B S R & Co. LLP For Gokhale & Sathe
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm's Registration No: 103264W
Aniruddha Godbole Chinmaya Deval
Partner Partner
Membership No: 105149 Membership No: 148652
UDIN: 22105149AJBXUN4113 UDIN: 22148652AJBYHW6103
Mumbai Mumbai
May 17 2022 May 17 2022

Annexure B

To the Independent Auditors' report on the standalone financial statements of IRBInfrastructure Developers Limited for the year ended March 31 2022

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013

(Referred to in paragraph 2A(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have jointly audited the internal financial controls with reference to thestandalone financial statements of IRB Infrastructure Developers Limited ("theCompany") as of March 312022 in conjunction with our joint audit of the standalonefinancial statements of the Company for the year ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to the standalone financial statements and such internal financialcontrols were operating effectively as at March 31 2022 based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to standalone financial statements criteria established by the Companyconsidering the essential components of internal control stated in 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 (hereinafterreferred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our joint audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. 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 with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our joint audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls with reference to standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone financial statements included obtaining an understanding ofsuch internal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the standalone financialstatements 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 withreference to the standalone financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls 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 controlswith reference to financial statements include those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial controls with Reference to StandaloneFinancial Statements

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP For Gokhale & Sathe
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm's Registration No: 103264W
Aniruddha Godbole Chinmaya Deval
Partner Partner
Membership No: 105149 Membership No: 148652
UDIN: 22105149AJBXUN4113 UDIN: 22148652AJBYHW6103
Mumbai Mumbai
May 17 2022 May 17 2022

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