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ITD Cementation India Ltd.

BSE: 509496 Sector: Infrastructure
NSE: ITDCEM ISIN Code: INE686A01026
BSE 00:00 | 27 Jan 106.75 -16.60
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NSE 00:00 | 27 Jan 106.75 -16.55
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OPEN 123.20
PREVIOUS CLOSE 123.35
VOLUME 182966
52-Week high 146.90
52-Week low 55.50
P/E 21.35
Mkt Cap.(Rs cr) 1,834
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 123.20
CLOSE 123.35
VOLUME 182966
52-Week high 146.90
52-Week low 55.50
P/E 21.35
Mkt Cap.(Rs cr) 1,834
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ITD Cementation India Ltd. (ITDCEM) - Auditors Report

Company auditors report

To the Members of

ITD Cementation India Limited

Report on the Audit of the Standalone Financial Statements

OPINION

1. We have audited the accompanying standalone financial statements of ITDCementation India Limited (‘the Company?) which comprise the Balance Sheetas at

31 March 2022 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Cash Flow and the Statement of Changes in Equityfor the year then ended and a summary of the significant accounting policies and otherexplanatory information.

2. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (‘the Act?) in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standards(‘Ind AS?) specified under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 and other accounting principles generallyaccepted in India of the state of affairs of the Company as at 31 March 2022 and itsprofit (including other comprehensive income) its cash flows and the changes in equityfor the year ended on that date.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Our responsibilities under those standards 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 (‘ICAI?) together with the ethical requirements that are relevant to ouraudit of the financial statements under the provisions of the Act and the rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe 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.

5. We have determined the matters described below to be the key auditmatters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
(a) Recognition of contract revenue margin and contract costs (Refer note 2(xvi)(a) of the standalone financial statements)
The Company?s revenue primarily arises from construction contracts which by its nature is complex given the significant judgements and estimates involved in the assessment of current and future contractual performance obligations. Our audit procedures to address this key audit matter included but were not limited to the following:
The Company recognises revenue and the resultant profit/loss relying on the estimates in relation to forecast contract revenue and forecast contract costs on the basis of stage of completion which is determined based on the proportion of contract costs incurred at balance sheet date relative to the total estimated costs of the contract at completion. The contract revenue may also include variable considerations which are recognised when the recovery of such consideration is highly probable. • Evaluating the appropriateness of the Company?s accounting policy for revenue recognition in line with Ind AS 115 – Revenue from Contracts with Customers;
These contract estimates are reviewed by the management on a periodic basis. In doing so the management exercises judgement with respect to the completeness and accuracy of forecast contract revenue and forecast costs to complete as well as the ability to deliver contracts within contractually determined timelines. • Obtaining an understanding of the Company?s processes and evaluating the design and testing the effectiveness of key internal financial controls around estimation of contract revenue and contract costs;
Changes in the aforementioned judgements and/or related estimates as contracts progress can result in material adjustments to revenue and margins. As a result of the above judgments complexities involved and material impact on the related financial statement elements this area has been considered a key audit matter in the audit of the standalone financial statements. • For a sample of contracts performed the following procedures:
- verifying the underlying documents such as contract agreement and variation orders if any for reviewing the significant contract terms and conditions;
- evaluating the identification of performance obligation of the contract;
- obtaining an understanding of and evaluating the reasonableness of the assumptions applied in determining the forecasted revenue and cost to complete;
- testing the existence and valuation of variable consideration with respect to the contractual terms and inspecting the related correspondences with customers;
- reviewing legal and/or contracting experts? reports received on certain contentious matters;
- For cost incurred to date testing samples to appropriate supporting documents and performing cut-off procedures; and
- Testing the forecasted cost by obtaining executed purchase orders/ agreements and evaluating the reasonableness of management judgements/ estimates;
• Evaluating the appropriateness and adequacy of the disclosures related to contract revenue and costs in the standalone financial statements in accordance with the applicable accounting standards.
(b) Recoverability of Trade receivables and contract assets (Refer notes 11 15 and 32 of the standalone financial statements)
As at 31 March 2022 the Company has trade receivables and unbilled work-in-progress (contract assets) amounting to ` 59472.57 lakhs and ` 64584.74 lakhs respectively. Our audit procedures to address this key audit matter included but were not limited to the following:
The aforementioned trade receivables and unbilled work-in-progress (contract assets) as at 31 March 2022 include amounts aggregating ` 813.05 lakhs and ` 2510.61 lakhs respectively representing receivables/ claims for which Company is at various stages of negotiations/ discussions/ arbitration/ litigation with the clients. • Obtaining an understanding of the Company?s processes evaluating the design and testing the effectiveness of key internal financial controls over the recoverability of the trade receivables and contract assets;
In assessing the recoverability of the aforesaid receivables including impairment allowance thereon management?s judgement involves consideration of the credit risk of the customer ageing of receivables the likelihood of collection based on the terms of the contract and evaluation of likely outcome of litigations. • Circulating and obtaining confirmations for trade receivables on sample basis with respect to outstanding balances;
Due to the materiality and the relative significance of the receivables to the standalone financial statements as well as the significant estimates and judgements used in assessing the recoverability we determined this to be a key audit matter in the audit of the standalone financial statements. • Performing additional procedures in respect of material trade receivables and contract assets such as testing subsequent payments / certifications from customers reviewing the correspondence with customers;
• Performing inquiry procedures with senior management of the Company regarding the recoverability of the receivables;
• Verifying contractual arrangements to evaluate management?s assessment on the tenability and recoverability of these receivables;
• Reviewing the legal opinions obtained by the management from independent legal counsel in respect of certain contentious matters under litigations;
• Assessing the allowance for impairment made by the management. Further for material balances discussing the basis for allowance for impairment with the audit committee; and
• Evaluating the appropriateness and adequacy of the disclosures related to trade receivables and unbilled work-in-progress (contract assets) in the standalone financial statements in accordance with the applicable accounting standards.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR?SREPORT THEREON

6. The Company?s Board of Directors are responsible for the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Report on Corporate Governance and Directors? Report butdoes not include the standalone financial statements and our auditor?s reportthereon.

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

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

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FORTHE STANDALONE FINANCIAL STATEMENTS

7. The accompanying standalone financial statements have been approvedby the Company?s Board of Directors. The Company?s Board of Directors areresponsible for the matters stated in section 134(5) of the Act with respect to thepreparation and presentation of these standalone financial statements that give a true andfair view of the financial position financial performance including other comprehensiveincome changes in equity and cash flows of the Company in accordance with the Ind ASspecified under section 133 of the Act and other accounting principles generally acceptedin India. 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.

8. In preparing the standalone financial statements the Board ofDirectors are responsible for assessing the Company?s ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intend to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

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

AUDITOR?S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONEFINANCIAL STATEMENTS

10. Our objectives are to obtain reasonable assurance about whether thefinancial 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. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with Standards on Auditing 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 financial statements.

11. As part of an audit in accordance with Standards on Auditingspecified under section 143(10) of the Act we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial 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 theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system with reference tofinancial statements in place and the operating effectiveness of such controls;

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

• Conclude on the appropriateness of management?s use of thegoing 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?sreport to the related disclosures in the 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 conditionsmay cause the Company to cease to continue as a going concern; and

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

12. We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant de_ciencies in internal control that we identify during ouraudit.

13. We also provide those charged with governance with a statement thatwe have 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. 14. From thematters communicated with those charged with governance we determine those matters thatwere of most significance in the audit of the financial statements of the current periodand are therefore the key audit matters. We describe these matters in our auditor?sreport unless law or regulation precludes public disclosure about the matter or when inextremely rare circumstances we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

15. As required by section 197(16) of the Act based on our audit wereport that the Company has paid remuneration to its directors during the year inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act.

16. As required by the Companies (Auditor?s Report) Order 2020(‘the Order?) issued by the Central Government of India in terms of section143(11) of the Act we give in the Annexure I a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable. 17. Further to our comments inAnnexure I as required by section 143(3) of the Act based on our audit we report to theextent applicable that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our auditof the accompanying standalone financial statements;

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 standalone financial statements dealt with by this report are inagreement with the books of account;

d) in our opinion the aforesaid standalone financial statements complywith Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2022 from being appointed as a director in terms of section164(2) of the Act;

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company as on 31 March 2022 and the operatingeffectiveness of such controls refer to our separate Report in Annexure II wherein wehave expressed an unmodified opinion; and

g) With respect to the other matters to be included in theAuditor?s Report in accordance with rule 11 of the Companies (Audit and Auditors)Rules 2014 (as amended) in our opinion and to the best of our information and accordingto the explanations given to us:

i. the Company as detailed in notes 31(A)(ii) to (v) and 32 to thestandalone financial statements has disclosed the impact of pending litigations on itsfinancial position as at 31 March 2022;

ii. the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses as at 31 March2022;

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company during the yearended 31 March 2022;

iv. a. The management has represented that to the best of itsknowledge and belief as disclosed in note 44(v) to the standalone financial statementsno funds have been advanced or loaned or invested (either from borrowed funds orsecurities premium or any other sources or kind of funds) by the Company to or in anyperson(s) or entity(ies) including foreign entities (‘the intermediaries?)with the understanding whether recorded in writing or otherwise that the intermediaryshall whether directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Company (‘the UltimateBeneficiaries?) or provide any guarantee security or the like on behalf the UltimateBeneficiaries;

b. The management has represented that to the best of its knowledgeand belief as disclosed in note 44(vi) to the standalone financial statements no fundshave been received by the Company from any person(s) or entity(ies) including foreignentities (‘the Funding Parties?) with the understanding whether recorded inwriting or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party (‘Ultimate Beneficiaries?) or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries; and c. Based on such audit proceduresperformed as considered reasonable and appropriate in the circumstances nothing has cometo our attention that causes us to believe that the management representations undersub-clauses (a) and (b) above contain any material misstatement.

v. The dividend paid by the Company during the year ended 31 March 2022in respect of such dividend declared for the previous year is in accordance with section123 of the Act to the extent it applies to payment of dividend. As stated in note 43 tothe accompanying standalone financial statements the Board of Directors of the Companyhave proposed dividend for the year ended 31 March 2022 which is subject to the approvalof the members at the ensuing Annual General Meeting. The dividend declared is inaccordance with section 123 of the Act to the extent it applies to declaration ofdividend.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm?s Registration No.: 001076N/N500013
Rakesh R. Agarwal
Partner
Place: Mumbai Membership No.: 109632
Date: 26 May 2022 UDIN: 22109632AJQCSP7480

Annexure I referred to in Paragraph 16 of the IndependentAuditor?s Report of even date to the members of ITD Cementation India Limited on thestandalone financial statements for the year ended 31 March 2022

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

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant and equipmentand right of use assets.

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) The property plant and equipment and right of use assets have beenphysically verified by the management during the year and no material discrepancies werenoticed on such verification. In our opinion the frequency of physical verificationprogram adopted by the Company is reasonable having regard to the size of the Company andthe nature of its assets.

(c) The title deeds of all the immovable properties held by the Company(other than properties where the Company is the lessee and the lease agreements are dulyexecuted in favour of the lessee) are held in the name of the Company.

(d) The Company has not revalued its Property Plant and Equipment andRight of Use assets or intangible assets during the year.

(e) No proceedings have been initiated or are pending against theCompany for holding any benami property under the Benami Transactions (Prohibition) Act1988 (45 of 1988) and rules made thereunder. Accordingly reporting under clause 3(i)(e)of the Order is not applicable to the Company.

(ii) (a) The management has conducted physical verification ofinventory at reasonable intervals during the year. In our opinion the coverage andprocedure of such verification by the management is appropriate and no discrepancies of10% or more in the aggregate for each class of inventory were noticed.

(b) The Company has a working capital limit in excess of Rs 5 crore (`500 lakhs) sanctioned by banks based on the security of current assets. The quarterlyreturn/statement in respect of the working capital limits have been filed by the Companywith such banks and such statements are in agreement with the books of account of theCompany for the respective periods which were subjected to review except for thefollowing:

Amount (` in lakhs)
Name of the Banks</td> Working Capital limit sanctioned (` in lakhs) Quarter ended Particulars Disclosed as per statement As per books of accounts Difference Remarks/ reason if any
IDBI Bank 51500 30 June 2021 Inventories 29594.05 29594.05 -
Indian Bank 43050 Tools and equipment 4838.35 4838.35 -
Bank of Baroda 39500 Work-in-progress (contract assets) 78610.13 78610.13 -
Union Bank of India 35960 Trade Receivables (Book Debts) 55012.98 52120.25 2892.73 Difference on account of tax deduced by the clients from running account bills being considered as Trade Receivables pending receipt of TDS certificate.
Federal Bank 12500
Axis Bank 38500
Punjab National Bank 45000 30 September 2021 Inventories 32814.95 32814.95 -
Central Bank of India 29650 Tools and equipment 4880.76 4880.76 -
Bank of India 30000 Work-in-progress (contract assets) 78843.81 78843.81 -
Bank of Bahrain and Kuwait 6000 Trade Receivables (Book Debts) 60642.88 56740.10 3902.78 Difference on account of tax deduced by the clients from running account bills being considered as
IDFC First Bank 12500 Trade Receivables pending receipt of TDS certificate.
Exim Bank 40000
Bank of Maharashtra 17500 31 December 2021 Inventories 34004.89 34004.90 -
Canara Bank 20000 Tools and equipment 5147.14 5147.14 -
IndusInd Bank 31500 Work-in-progress (contract assets) 81342.50 81342.50 -
Trade Receivables (Book Debts) 65314.17 62614.59 2699.58 Difference on account of tax deduced by the clients from running account bills being considered as Trade Receivables pending receipt of TDS certificate.

(iii) (a) The Company has not given any security or granted any loansor advances in the nature of loans to Subsidiaries or Joint Ventures. However the Companyhas provided guarantee to a subsidiary as per the details given below:

Particulars ` in lakhs
Aggregate amount provided/granted during the year:
- Subsidiary (unincorporated entity) 960.36
Balance outstanding as at balance sheet date in respect of above cases:
- Subsidiary (unincorporated entity) 960.36

(b) The Company has not given any security or granted any loans oradvances in the nature of loans during the year. However the Company has providedguarantee amounting to ` 960.36 lakhs (year-end balance: ` 16851 lakhs) and made aninvestment amounting to ` 9091.04 lakhs (year-end balance: ` 2514429 lakhs) in one (1)entity and in our opinion and according to the information and explanations given to ussuch guarantees provided and investments made are prima facie not prejudicial to theinterest of the Company.

(c) The Company has not granted any loans or advances in the nature ofloans during the year. Accordingly reporting under clauses 3(iii)(c) 3(iii)(d)3(iii)(e) and 3(iii)(f) of the Order is not applicable to the Company.

iv. The Company has not entered into any transaction covered undersection 185 of the Act. As the Company is engaged in providing infrastructural facilitiesas specified in Schedule VI of the Act provisions of section 186 except sub-section (1)of the Act are not applicable to the Company. In our opinion and according to theinformation and explanations given to us the Company has complied with the provisions ofsub-section (1) of section 186 in respect of investments as applicable.

v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits or there is no amount which hasbeen considered as deemed deposit within the meaning of sections 73 to 76 of the Act andthe Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordingly reportingunder clause 3(v) of the Order is not applicable to the Company.

vi. The Central Government has specified maintenance of cost recordsunder sub-section (1) of section 148 of the Act in respect of the products of the Company.We have broadly reviewed the books of account maintained by the Company pursuant to theRules made by the Central Government for the maintenance of cost records and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.

vii. a) In our opinion and according to the information andexplanations given to us undisputed statutory dues including goods and services taxprovident fund employees? state insurance income-tax sales-tax service tax dutyof customs duty of excise value added tax cess and other material statutory dues asapplicable have generally been regularly deposited with the appropriate authorities bythe Company though there have been slight delays in a few cases. Further no undisputedamounts payable in respect thereof were outstanding at the year-end for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us thereare no statutory dues referred to in subclause (a) above that have not been deposited withthe appropriate authorities on account of any dispute except for the following:

(` in lakhs)

Name of the statute Nature of dues Gross Amount Amount paid under Protest Period to which the amount relates Forum where dispute is pending
Sales Tax Act/Works Contract Tax Act/ Value Added Tax Value Added tax and sales tax 1409.25 171.41 FY 2008-09 2011-12 2012-2013 2013-14 and 2015-16 Taxation Tribunal
1101.75 214.02 FY 2008-09 to 2015-16 Deputy/ Joint/ Assistant Commissioner of Commercial Taxes
16.6 - FY 1994-95 Revision Board (Tribunal)
83.2 82.96 FY 2006-07 to 2008-09 Madras High Court
448.28 - FY 2004-05 2006-07 2007-08 and 2010-11 Appellate and Revisional Board
The Goods & Service Tax Act Goods & Service Tax 5.18 - FY 2020 Joint Commissioner State Taxes (GST)
Service tax The Finance Act1994 3725.84 1814.58 - FY 2004 to 2009 Various years/ periods from 1 October 2004 to 30 June 2017 CESTAT Commissioner of Central Goods & Service Tax and Central Excise
Income Tax Act1961 Income Tax 210.75 - A.Y. 2004- 05 Bombay High Court
137.85 - A.Y. 2011-12 Calcutta High Court
149 - A.Y. 2012-13 Income Tax Appellate Tribunal
154.28 - A.Y. 2010-11 and 2013-14 Commissioner of Income Tax (Appeals)

(viii) According to the information and explanations given to us notransactions were surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961 (43 of 1961) which have not been recorded inthe books of accounts.

(ix) (a) According to the information and explanations given to us theCompany has not defaulted in repayment of its loans or borrowings or in the payment ofinterest thereon to any lender.

(b) According to the information and explanations given to us includingrepresentation received from the management of the Company and on the basis of our auditprocedures we report that the Company has not been declared a willful defaulter by anybank or financial institution or other lender.

(c) In our opinion and according to the information and explanationsgiven to us money raised by way of term loans were applied for the purposes for whichthese were obtained.

(d) In our opinion and according to the information and explanationsgiven to us and on an overall examination of the financial statements of the Companyfunds raised by the Company on short term basis have not been utilised for long termpurposes.

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company the Company has not takenany funds from any entity or person on account of or to meet the obligations of itssubsidiary or joint ventures.

(f) According to the information and explanations given to us theCompany has not raised any loans during the year on the pledge of securities held in itssubsidiaries and joint ventures.

(x) (a) The Company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) during the year. Accordinglyreporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us theCompany has not made any preferential allotment or private placement of shares or (fullypartially or optionally) convertible debentures during the year. Accordingly reportingunder clause 3(x)(b) of the Order is not applicable to the Company. (xi) (a) To the bestof our knowledge and according to the information and explanations given to us no fraudby the Company or on the Company has been noticed or reported during the period covered byour audit. (b) No report under section 143(12) of the Act has been filed with the CentralGovernment for the period covered by our audit.

(c) According to the information and explanations given to us includingthe representation made to us by the management of the Company there are nowhistle-blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules 2014 arenot applicable to it. Accordingly reporting under clause 3(xii) of the Order is notapplicable to the Company.

(xiii) In our opinion and according to the information and explanationsgiven to us all transactions entered into by the Company with the related parties are incompliance with sections 177 and 188 of the Act where applicable. Further the details ofsuch related party transactions have been disclosed in the standalone financialstatements as required under Indian Accounting Standard (Ind AS) 24 Related PartyDisclosures specified in Companies (Indian Accounting Standards) Rules 2015 as prescribedunder section 133 of the Act.

(xiv) (a) In our opinion and according to the information andexplanations given to us the Company has an internal audit system as required undersection 138 of the Act which is commensurate with the size and nature of its business.

(b) We have considered the reports issued by the Internal Auditors ofthe Company till date for the period under audit.

(xv) According to the information and explanation given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected with them and accordingly provisions of section 192 of the Act are notapplicable to the Company.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934. Accordingly reporting under clause 3(xvi)(a) (b)and (c) of the Order are not applicable to the Company. Based on the information andexplanations given to us and as represented by the management of the Company the Group(as defined in Core Investment Companies (Reserve Bank) Directions 2016) does not haveany CIC (xvii) The Company has not incurred any cash loss in the current as well as theimmediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors duringthe year. Accordingly reporting under clause 3(xviii) of the Order is not applicable tothe Company. (xix) According to the information and explanations given to us and on thebasis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the plans of the Board of Directors and managementnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of the audit report that Company is not capable ofmeeting its liabilities existing at the date of balance sheet as and when they fall duewithin a period of one year from the balance sheet date. We however state that this isnot an assurance as to the future viability of the company. We further state that ourreporting is based on the facts up to the date of the audit report and we neither give anyguarantee nor any assurance that all liabilities falling due within a period of one yearfrom the balance sheet date will get discharged by the company as and when they fall due.

(xx) According to the information and explanations given to us theCompany does not have any unspent amount in respect of any ongoing or other than ongoingproject as at the expiry of the financial year. Accordingly reporting under clause 3(xx)of the Order is not applicable to the Company.

(xxi) The reporting under clause 3(xxi) of the Order is not applicablein respect of audit of standalone financial statements of the Company. Accordingly nocomment has been included in respect of said clause under this report.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm?s Registration No.: 001076N/N500013
Rakesh R. Agarwal
Place: Mumbai Partner
Date: 26 May 2022 Membership No.: 109632
UDIN: 22109632AJQCSP7480

Annexure II to the Independent Auditor?s Report of even date tothe members of ITD Cementation India Limited on the standalone financial statements forthe year ended 31 March 2022

INDEPENDENT AUDITOR?S REPORT ON THE INTERNAL FINANCIAL CONTROLSWITH REFERENCE TO THE STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OFSECTION 143 OF THE COMPANIES ACT 2013 (‘THE ACT?)

1. In conjunction with our audit of the standalone financial statementsof ITD Cementation India Limited (‘the Company?) as at and for the yearended 31 March 2022 we have audited the internal financial controls with referenceto standalone financial statements of the Company as at that date.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FORINTERNAL FINANCIAL CONTROLS

2. The Company?s Board of Directors is responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting (the "GuidanceNote") issued by the institute of Chartered Accountants of India ("ICAI").These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of the Company?s business including adherence to theCompany?s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

AUDITOR?S RESPONSIBILITY FOR THE AUDIT OF THE INTERNAL FINANCIALCONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

3. Our responsibility is to express an opinion on the Company?sinternal financial controls with reference to standalone financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theICAI prescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements and the Guidance Noteissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to financial statements wereestablished and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements includes obtaining an understanding of suchinternal 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 judgementincluding the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company?s internalfinancial controls with reference to standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS

6. A company?s internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany?s internal financial controls with reference to financial statements includethose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company?s assets that could havea material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS

7. Because of the inherent limitations of internal financial controlswith reference to 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 financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

OPINION

8. In our opinion the Company has in all material respects adequateinternal financial controls with reference to standalone financial statements and suchcontrols were operating effectively as at 31 March 2022 based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the ICAI.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm?s Registration No.: 001076N/N500013
Rakesh R. Agarwal
Partner
Place: Mumbai Membership No.: 109632
Date: 26 May 2022 UDIN: 22109632AJQCSP7480

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