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JMC Projects (India) Ltd.

BSE: 522263 Sector: Infrastructure
NSE: JMCPROJECT ISIN Code: INE890A01024
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OPEN 98.25
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VOLUME 18198
52-Week high 130.00
52-Week low 63.50
P/E 656.33
Mkt Cap.(Rs cr) 1,653
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 98.25
CLOSE 98.95
VOLUME 18198
52-Week high 130.00
52-Week low 63.50
P/E 656.33
Mkt Cap.(Rs cr) 1,653
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JMC Projects (India) Ltd. (JMCPROJECT) - Auditors Report

Company auditors report

To the Members of

JMC Projects (India) Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of JMC Projects(India) Limited ("the Company") which comprise the standalone balance sheet asat 31 March 2021 and the standalone statement of profit and loss (including othercomprehensive income) standalone statement of changes in equity and standalone statementof cash flows for the year then ended and notes to the standalone financial statementsincluding a summary of the significant accounting policies and other explanatoryinformation in which are included the Returns for the year ended on that date audited bythe branch auditors of the Company's branches at Ethiopia Sri Lanka and Mongolia andother auditors of the Company's seven unincorporated joint ventures in India (hereinafterreferred to as 'Standalone financial statements').

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("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 31 March 2021and profit and other comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143 (10) of the Act. Our responsibilities under those SAsare further 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 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 obtained by usalong with the consideration of audit reports of the other auditors referred to in the"Other Matters" paragraph below is sufficient and appropriate to provide a basisfor our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Description of Key Audit Matters
Recognition of contract revenue and margin
See Note 16 to the standalone financial statements
The Key audit matters How the matter was addressed in our audit
The Company enters into Engineering Procurement and Construction (EPC) contracts which are complex in nature and span over a number of reporting periods. Our procedures included the following:
• Assessed compliance of the Company's policies in respect of revenue recognition with the applicable accounting standards.
The accounting standard requires an entity to select a single measurement method for the relevant performance obligation which depicts the entity's performance in transferring goods or services. In case of onerous contract present obligations are recognised and measured as provisions.
• We selected a sample of contracts to test using a risk- based criteria's which included individual contracts with:
- significant revenue recognised during the year;
The Company is recognising contract revenue and margin for these contracts based on input method in accordance with the requirement of the standard. It relies on Company's estimates of the final outcome of each contract and involves judgment particularly in forecasting the cost to complete a contract valuing contract variations claims and liquidated damages. - significant accrued value of work done balances held at the year-end; or
- low profit margins/no profit margins.
• Obtained an understanding of Company's process for analysing long term contracts the risk associated with the contract and any key judgments.
• Evaluated the design and implementation of key internal controls over the contract revenue and cost estimation process through the combination of procedures involving inquiry observations reperformance and inspection of evidence.
We identified contract accounting as a key audit matter because the estimation of total revenue and total cost to complete the contract is inherently subjective complex and require significant judgment. The same may get subsequently changed due to change in prevailing circumstances assumptions contract variations etc. and could result in significant variance in the revenue and profit or loss from contract for the reporting period.
• Verified underlying documents such as original contract and its amendments key contract terms and milestones etc. for verifying the estimation of contract revenue and costs and /or any change in such estimation.
• Evaluating the outcome of previous estimates and agreeing the actual cost after the year end to the forecasted costs for the period.
• Considered the adequacy of disclosures made in note 39 to the Company's standalone financial statements in respect of these judgments and estimates.
Recognition of contract revenue and margin
See Note 6(a) and 6(c) to the standalone financial statements
The Key audit matters How the matter was addressed in our audit
The assessment of recoverable amount of the Company's investment in and loans receivable from subsidiaries and joint venture involves significant judgment. The investments are carried at cost less any diminution in value of such investments and tested for impairment at each reporting date. These includes assumptions such as projected cash flows discount rates current work in hand future contract wins/ future business plan claims recoverability of certain receivables as well as economic assumption such as growth rate. Our procedures included the following:
• Evaluated the design and implementation and testing operating effectiveness of controls over the management review process of impairment assessment.
• Evaluated the net worth and past performance of the Company to whom loans given or investments made.
• Compared the carrying amount of the investment with the expected value of the business based on the discounted cash flow analysis.
We focused on this area as a key audit matter due to judgment involved in forecasting future cash flows and the selection of assumptions. • Assessed the key assumptions of independent valuation obtained by the Company. Compared the previous forecast to actual results to assess the Company's ability to forecast accurately.
• Performed sensitivity analysis on Key assumptions including discount rates and estimated future growth.
• We checked the loans advanced / repaid in relation to these loans during the year through to bank statement.
• Obtained external confirmation to evaluate completeness and existence of loans given or investments made in the subsidiaries on 31 March 2021.
• Evaluated accuracy of disclosure in the financial statements.

Other Information

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

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

In connection with our audit of the standalone financial statementsour responsibility is to read the other information 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 and based on audit report of other auditor weconclude that there is a material misstatement of this other information we are requiredto report that fact. We have nothing to report in this regard.

Management's and Board of Directors' Responsibility for the StandaloneFinancial Statements

The Company's management and Board of Directors are responsible for thematters stated in Section 134 (5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit/loss and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under Section 133 of theAct. 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 standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditors' report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal 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 with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures in the standalone financialstatements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditors' report to the related disclosures in the standalone financial statements or ifsuch disclosures are inadequate to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditors' report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and Auditor's Responsibilities for the Audit of thetiming of the audit and significant audit findings including any significant deficienciesin internal control that we identify during our audit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matters

We did not audit the standalone financial statements of three branchesand seven unincorporated joint ventures included in the standalone financial statements ofthe Company whose standalone financial statements reflect total assets of INR 78144 lakhsas at 31 March 2021 and the total revenue of INR 70660 lakhs for the year ended on thatdate as considered in the standalone financial statements. These branches andunincorporated joint ventures have been audited by the branch and unincorporated jointventure auditors whose reports have been furnished to us and our opinion in so far as itrelates to the amounts and disclosures included in respect of these branches andunincorporated joint ventures is based solely on the report of such branches andunincorporated joint ventures auditors.

The three branches located outside India whose financial statements andother financial information have been prepared in accordance with accounting principlesgenerally accepted in their respective countries and which have been audited by otherauditors under generally accepted auditing standards applicable in their respectivecountries. The Company's management has converted the financial statements of suchbranches located outside India from accounting principles generally accepted in theirrespective countries to accounting principles generally accepted in India. We have auditedthese conversion adjustments made by the Company's management. Our opinion in so far as itrelates to the balances and affairs of such branches located outside India is based on thereport of other auditors and the conversion adjustments prepared by the management of theCompany and audited by us.

Our opinion is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016("the Order") issued by the Central Government in terms of Section 143 (11) ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books andproper returns adequate for the purposes of our audit have been received from the branchesnot visited by us.

(c) The reports on the accounts of the branch offices andunincorporated joint ventures of the Company audited under Section 143(8) of the Act bybranch auditors and unincorporated joint venture auditors have been sent to us and havebeen properly dealt with by us in preparing this report.

(d) The standalone balance sheet the standalone statement of profitand loss (including other comprehensive income) the standalone statement of changes inequity and the standalone statement of cash flows dealt with by this Report are inagreement with the books of account and with the returns received from the branches andunincorporated joint ventures not visited by us.

(e) In our opinion the aforesaid standalone financial statementscomply with the Ind AS specified under Section 133 of the Act.

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

(g) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors'Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations as at 31March 2021 on its financial position in its standalone financial statements - Refer Note25 to the standalone financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses on long-term contracts. TheCompany did not have any material foreseeable losses on derivative contracts - Refer Note29 to the standalone financial statements;

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

iv. The disclosure in the standalone financial statements regardingholdings as well as dealings in specified bank notes during the period from 8 November2016 to 30 December 2016 have not been made in these standalone financial statements sincethey do not pertain to the financial year ended 31 March 2021.

(C) With respect to the matter to be included in the Auditors' Reportunder Section 197(16):

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vikas R Kasat
Partner
Mumbai Membership No: 105317
10 May 2021 UDIN: 21105317AAAADD3990

Annexure A to the Independent Auditors' Report -31 March 2021

With reference to the Annexure A referred to in the IndependentAuditors' Report to the members of the Company on the standalone financial statements forthe year ended 31 March 2021 we report the following:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets and investmentproperties.

(b) The Company has a regular programme of physical verification of itsfixed assets and investment properties by which the fixed assets and investment propertiesare verified annually. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Inaccordance with the policy the Company has physically verified its fixed assets andinvestment properties during the year and we are informed that no material discrepancieswere noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties as disclosed in Note 3 and Note 4 to the standalone financial statements areheld in the name of the Company.

(ii) The inventory of building material components and spares has beenphysically verified by the management during the year. In our opinion the frequency ofsuch verification is reasonable. The discrepancies noticed on verification between thephysical stocks and the book records were not material and have been dealt with in booksof account.

(iii) The Company has granted interest free unsecured loans to fivecompanies covered in the register maintained under Section 189 of the Companies Act 2013('the Act'). The Company has not granted any loans secured or unsecured to firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Act.

i) According to the information and explanations given to us in ouropinion the terms and conditions on which the unsecured loans have been granted to thecompanies listed in the register maintained under Section 189 of the Act were not primafacie prejudicial to the interest of the Company.

ii) According to the information and explanations given to us theunsecured loans granted to companies are repayable on demand. The borrowers have beenregular in payment of principal and interest (if any) as demanded.

iii) There are no overdue amounts of more than 90 days in respect ofthe loans granted by the Company.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has not given any loans or provided any guarantees or securityto the parties covered under Section 185 of the Act. Accordingly compliance under Section185 of the Act is not applicable to the Company. According to the information andexplanations given to us the provisions of Section 186 of the Act in respect of the loansgiven guarantees given or securities provided are not applicable to the Company since itis covered as a company engaged in business of providing infrastructural facilities. TheCompany has complied with the provisions of Section 186 of the Act with respect to theinvestments made.

(v) In our opinion and according to the information and explanationsgiven to us the Company has not accepted deposits as per the directives issued by theReserve Bank of India and the provisions of Sections 73 to 76 or any other relevantprovisions of the Act and the rules framed thereunder. Accordingly paragraph 3 (v) of theOrder is not applicable to the Company.

(vi) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for the maintenance ofcost records under Section 148(1) of the Act and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. However we have not made adetailed examination of the cost records with a view to determine whether they areaccurate or complete.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including Income- taxDuty of customs Goods and Service tax Entry tax Local body tax Property tax Cess andother material statutory dues have been regularly deposited during the year with theappropriate authorities. The amounts deducted/accrued in the books of account in respectof undisputed statutory dues including Provident Fund Employees' State Insurance andProfession tax have generally been regularly deposited during the year with theappropriate authorities though there have been slight delays in a few cases.

According to the information and explanations given to us no materialundisputed amounts payable in respect of Provident fund Employees' State InsuranceProfession tax Income-tax Duty of customs Goods and Service tax Entry tax Local bodytax Property tax Cess and other material statutory dues were in arrears as at 31 March2021 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us thereare no dues of Goods and Service tax Duty of customs and Duty of excise which have notbeen deposited with the appropriate authorities on account of any dispute. According tothe information and explanations given to us there are no dues of Income-tax Service taxand Value added tax as at 31 March 2021 which have not been deposited with theappropriate authorities on account of any dispute except as stated below:

(INR in lakhs)
Name of the Statute Nature of the Dues Amount Demanded Amount not Deposited Under Disputes Period to which amount relates Forum where dispute is pending
Finance Act 1994/Goods and Services Act 2017 Tax Penalty and Interest 1154.44 1154.44 2007-08 to 2009-10 Customs Excise and Service tax Appellate Tribunal Ahmedabad
2505.73 2505.73 2008-09 to 2012-13 Customs Excise and Service tax Appellate Tribunal Ahmedabad
710.60 710.60 2014-15 Commissioner Ahmedabad
93.59 93.59 2015-16 Commissioner Ahmedabad
551.40 551.40 2015-16 Commissioner Ahmedabad
98.18 98.18 2012-13 to 2015-16 Commissioner Ahmedabad
176.23 176.23 2011-12 to 2015-16 Commissioner Ahmedabad
239.00 239.00 2015-16 to June 2017 Principal Commissioner Ahmedabad
39.56 39.56 April 2015 to June 2017 Assistant Commissioner Ahmedabad
2.50 2.50 2012-13 to 2016-17 Assistant Commissioner Ahmedabad
53.56 53.56 2016-17 Additional Commissioner
Ahmedabad
15.22 15.22 2017-18 Assistant Commissioner Goa
3.46 3.46 2019-20 Additional Commissioner Odisha
6.61 6.61 2020-21 Additional Commissioner Odisha
3.53 3.53 2020-21 Joint Commissioner Odisha
7.00 7.00 2020-21 CT & GST Officer Odisha
70.00 70.00 2020-21 Deputy Commissioner Noida
The West Bengal VAT Act 2003 Tax Penalty and Interest 105.80 105.80 2009-10 West Bengal Commercial Taxes Appellate and Revisional Board
57.55 57.55 2014-15 West Bengal Commercial Taxes Appellate and Revisional Board
241.00 218.00 2015-16 CIT (Appeals)
89.44 77.22 2016-17 CIT (Appeals)
34.78 30.27 2017-18 CIT (Appeals)
Madhya Pradesh VAT Act 2002 Tax Penalty and Interest 0.82 0.82 2014-15 Additional Commissioner Appeals
15.30 11.47 2015-16 Additional Commissioner Appeals
Gujarat VAT Act 2003 261.72 261.72 2006-07 Gujarat VAT Tribunal
125.42 125.42 2009-10 Deputy Commissioner Appeals
Maharashtra VAT Act 2002 16.64 15.85 2012-13 Maharashtra VAT Tribunal
2.75 2.47 2013-14 Additional Commissioner Appeals
274.82 244.47 2014-15 Learned Joint Commissioner
309.11 309.11 2015-16 Joint Commissioner Appeals
New Delhi VAT matter 489.10 489.10 2012-13 & Objection Hearing Authority Sales
2013-14 Tax department Delhi
Chhattisgarh VAT matter 17.36 17.36 2012-13 Appellate Authority
Bihar VAT matter 2.63 2.63 2014-15 Joint Commissioner Appeals
Bihar VAT matter 6.14 6.14 2015-16 Joint Commissioner Appeals
Income Tax Act 1961 771.87 771.87 2006-07 to 2011-12 Income Tax Appellate Tribunal
125.19 125.19 2009-10 Income Tax Appellate Tribunal
19.70 19.70 2010-11 Income Tax Appellate Tribunal
10.03 10.03 2004-05 Supreme Court
433.24 433.24 2016-17 CIT (Appeals)

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in repayment of loans and borrowings to thefinancial institution bank and dues to debenture holders. The Company did not have anyoutstanding loans and borrowings to Government during the year.

(ix) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not raised anymoneys by way of initial public offer or further public offer (including debt instruments)during the year. In our opinion and according to the information and explanations given tous the term loans taken by the Company have been applied during the year for the purposefor which they are raised.

(x) During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company by its officers oremployees noticed or reported during the year nor have we been informed of any such caseby the management.

(xi) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has paid/provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi company and the Nidhi Rules 2014 are notapplicable to it. Accordingly paragraph 3 (xii) of the Order is not applicable to theCompany.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the standalone financial statements asrequired by applicable accounting standards.

(xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3 (xiv) of the Order is not applicableto the Company.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intoany non-cash transactions with directors or persons connected with them. Accordinglyparagraph 3 (xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanationsgiven to us the Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly paragraph 3 (xvi) of the Order is notapplicable to the Company.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vikas R Kasat
Partner
Mumbai Membership No: 105317
10 May 2021 UDIN: 21105317AAAADD3990

Annexure B to the Independent Auditors'

Report - 31 March 2021

Report on the Internal Financial Controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013

(Referred to in paragraph 2A(g) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tostandalone financial statements of JMC Projects (India) Limited ("the Company")as of 31 March 2021 in conjunction with our audit of the standalone financial statementsof the Company for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at 31 March 2021 based on the internalfinancial controls with reference to 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 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.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').

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing prescribedunder Section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls with reference to financial statements. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements were established and maintained and whether suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained and the auditevidence obtained by the auditors of the relevant branches and unincorporated jointventures in terms of their reports referred to in the Other Matters paragraph below issufficient and appropriate to provide a basis for our audit opinion on the Company'sinternal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to FinancialStatements

A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference 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 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.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacyand operating effectiveness of the internal financial control with reference to standalonefinancial statements in so far as it relates to three overseas branches and sevenunincorporated joint ventures which are incorporated in India is based on thecorresponding reports of the auditors of such overseas branches and unincorporated jointventures. Our opinion is not modified in respect of this matter.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vikas R Kasat
Partner
Mumbai Membership No: 105317
10 May 2021 UDIN: 21105317AAAADD3990

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