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Sadbhav Engineering Ltd.

BSE: 532710 Sector: Infrastructure
NSE: SADBHAV ISIN Code: INE226H01026
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OPEN 12.60
CLOSE 12.24
VOLUME 32602
52-Week high 39.35
52-Week low 10.30
P/E
Mkt Cap.(Rs cr) 221
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sadbhav Engineering Ltd. (SADBHAV) - Auditors Report

Company auditors report

To the Members of

Sadbhav Engineering Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Sadbhav EngineeringLimited ("the Company") which comprises of the balance sheet as at 31st March2022 and the statement of Profit and Loss (including other comprehensive income) and thestatement of changes in equity and statement of cash flows for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us except for the matters described in the "Basis for QualifiedOpinion" section of our report the aforesaid standalone financial statements givethe information required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31st March 2022and its loss total comprehensive income its cash flows and the changes in equity for theyear ended on that date.

Basis for Qualified Opinion

1. We draw attention to Note 49 and Note 50 to the accompanying StandaloneFinancial Statements with respect to termination of concession agreement by Rohtak PanipatTollway Private Limited and Rohtak Hisar Tollway Private Limited step-down subsidiariesof the Company. Both step-down subsidiaries have issued notice of termination ofconcession agreement to National Highway Authority of India (NHAI) on account of ForceMajeure Event as per concession agreement. As explained in the said note the company hascarried out impairment assessment of outstanding balances of these step-down subsidiariesduly considering the expected payment arising out of aforesaid termination and otherclaims filed with NHAI and based on the above assessment management has concluded that noimpairment/ adjustments to the carrying value of the loan trade and other receivablebalances are necessary as at March 31 2022.

However we have not been able to corroborate the management's contention of realizingthe carrying value of loan trade and other receivables aggregating to ~ 22612.43 Lakhsas on the reporting date related to both the step-down subsidiaries.

Accordingly we are unable to comment on appropriateness of the carrying value of suchloan trade and other receivables and their consequential impact on the financial resultsand financial position of the Company as at reporting date and year ended on March 312022.

2. We draw attention to Note 52 of the accompanying Standalone Financial Resultswith respect to Sadbhav Bangalore Highway Private Limited (Concessionaire or SBGHPL)step-down subsidiary of the Company where lender of SBGHPL have notified in the month ofJanuary 2022 to NHAI about exercise of their right of substitution of concessionaire. Asexplained in the said note management has carried out impairment assessment of loantrade and other receivable from this step-down subsidiary duly considering the expectedpayment arising out of aforesaid substitution and based on the above assessmentmanagement has

Independent Auditor's Report on Standalone Financial Statements of Sadbhav EngineeringLimited for the year ended on March 31 2022 concluded that no impairment/ adjustment tothe carrying value of loan trade and other receivables is necessary as at March 31 2022.

However we have not been able to corroborate the management's contention of realizingthe carrying value of loan trade and other receivable balance amounting to~- 6946.49Lakhs as on reporting date related to SBGHPL.

Accordingly we are unable to comment on appropriateness of the carrying value of loantrade and other receivable and their consequential impact on the financial results andfinancial position of the Company as at reporting date and year ended on March 31 2022.We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditors'Responsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the financial statements under the provisions of the Act and therules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAl's Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our qualifiedopinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. In addition to the report described in the Basis forQualified Opinion section we have determined the matters described below to be key auditmatters to be communicated in our report.

Key Audit Matters Description Response to Key Audit Matters
A. Revenue recognition and measurement of Contract assets in respect of unbilled amounts and evaluation of impairment in the carrying value of Contract Assets Our audit procedures to address this key audit matter included but were not limited to the following:
• Evaluating the appropriateness of the Company's accounting policy for revenue recognition.
The Company's revenue primarily arises from construction contracts which by its nature is complex given the significant judgements involved in the assessment of current and future contractual performance obligations. • Obtaining an understanding of the Company's processes and evaluating the design and testing the effectiveness of key internal financial controls including those related to review and approval of contract estimates and contract assets.
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 revenue on contracts may also include variable considerations which are recognised when the recovery of such consideration is highly probable. • For a sample of contracts testing the appropriateness of amount recognized as revenue basis percentage of completion method by evaluating key management judgements inherent in determining forecasted contract revenue and costs to complete the contract including:
These contract estimates are reviewed by the management on a periodic basis. In doing so the management .is required to exercise judgement in its assessment of the valuation of contract variations and claims as well as the completeness and accuracy of forecast costs to complete and the ability to deliver contracts within contractually determined timelines. The final contract values can potentially be impacted on account of various factors and are expected to result in varied outcomes. - verifying the underlying documents such as original contract and its amendments if any for reviewing the significant contract terms and conditions;
evaluating the identification of performance obligation of the contract;
obtaining an understanding of the assumptions applied in determining the forecasted revenue and cost to complete;
Changes in these judgements and the related estimates as contracts progress can result in material adjustments to revenue and margins. testing the existence and valuation of variable consideration with respect to the contractual terms and inspecting the related correspondences with customers; and
reviewing legal and contracting experts' reports received on certain contentious matters;
• For cost incurred to date testing samples to appropriate supporting documents and performing cut-off procedures;
The management has reviewed the carrying value of contract assets as on the March 31 2022. Based on such review the provision for impairment amounting to

69391.73 Lakhs to the carrying value of the contract assets is made in the financial statements in terms of Ind AS - 115 - "Revenue from Contracts with the Customers".

• Testing the forecasted cost by obtaining executed purchase orders/ agreements and evaluating the reasonableness of management judgements/ estimates;
• Performing analytical procedures for reasonableness of revenue recognised; and
In view of the involvement of significant estimates by the management the matter has been determined as key Audit Matter. Refer Note Nos. 3.2 & 53 to the standalone financial statements. • Evaluating the appropriateness and adequacy of the provision of impairment made in the contract assets along with its disclosures in the standalone financial statements in accordance with the applicable accounting standards.
B. Uncertain Tax Positions under Direct and Indirect Tax Laws Our audit procedures to address this key audit matter included but were not limited to the following:
There is inherent judgement involved in determining provisions for uncertain tax positions. • Obtained the details of uncertain tax position and gained understanding thereof.
The Company is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including direct taxes transfer pricing and indirect taxes. Applicable tax laws and regulations are subject to differing interpretations and the resolution of a final tax position can take several years to complete. Where the amount of tax payable is uncertain the Company establishes provisions based on Management's judgement of the likelihood of settlement being required. Given the number of judgements involved in estimating the provisions relating to uncertain tax Positions and the complexities of dealing with tax rules this was considered as a key audit matter. • Discussed the status and potential exposures in respect of significant tax litigations with the Company's tax team including their views on the likely outcome of each assessment/ litigation and magnitude of potential exposure.
• Focused on the judgements made by Management in assessing the likelihood of potentially material exposures and the estimates used to determine such provisions where required.
Refer note no. 38 to the Standalone Financial Statements. • Also assessed the adequacy of the Company's disclosures in respect of tax and uncertain tax positions.
C. Assessment of going concern basis
As at March 31 2022 the Company have incurred losses with a consequent erosion of its net worth lower credit ratings for some of its borrowings and has net current liabilities of 58207 Lakhs. Our audit procedures included the following:
As disclosed in the assessment of liquidity risk in note 41 to the standalone Ind AS financial statements the Company has financial liabilities of 158305 Lakhs to be settled within one year from March 31 2022. Further the Company has commitments towards funding support to its Group Companies and Corporate guarantees issued to lenders /outsiders on behalf of its Group Companies as detailed in note 38. • We have obtained an understanding of the process of management assessment of going concern and also assessed the same.
The Company has prepared cash flow forecast for next twelve months which involves judgement and estimation around sources of funds to meet the Financial obligations and cash flow requirements over the next twelve months. • We read the management assessment in note 54 which states: Company's operations were impacted due to inflationary pressure and resources constraint during F. Y. 2021- 22. The Management on the basis of past experience focused on speedy execution of the projects cost control and deleveraging. The liquidity position improved on account of receipt of PCOD for three HAM projects and conclusion of sale of stake in one of the SPVs.
Considering the above we have identified the assessment of going concern assumption as a key audit matter. The management has prepared projections of cash flows for next 12 months with focus on enhancing resource availability by timely execution of recently procured EPC projects realisation of claims monetization of assets and cost control. Basis the said projections the management believes that it will be able to pay debts as they fall due in coming 12 months period from the date of balance sheet and there is no threat to going concern assumption adopted in preparation of financial statements.
Refer note no. 54 to the Standalone Financial Statements. • We have obtained the future cash flows of the Company. We have considered the same for our assessment of the Company's capability to meet its financial obligation falling due within next twelve months.
• We have assessed the disclosures made by the Company in relation to this matter.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the standalone financial statements and our auditor's report thereon. The otherinformation report is expected to be made available to us after the date of this auditor'sreport.

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 audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone

Independent Auditor's Report on Standalone Financial Statements of Sadbhav EngineeringLimited for the year ended on March 31 2022 financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

When we read the other information report if we conclude that there is a materialmisstatement therein we are required to communicate the matters to those charged withgovernance to initiate actions applicable in the applicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance changesin equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act.

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 implementation and maintenance of accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statement that give a true and fair view andare free from material misstatement whether due to fraud or error.

In preparing the financial statements management and those charged with governance areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Those Board of Directors arealso responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• 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 system in place and the operating effectiveness ofsuch controls.

Independent Auditor's Report on Standalone Financial Statements of Sadbhav EngineeringLimited for the year ended on March 31 2022

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a mannerthat achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We 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 audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act we report that:

a. We have sought and except for the matter described in the Basis for QualifiedOpinion paragraph obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

b. Except for the matters described in the Basis for Qualified Opinion paragraph inour opinion proper books of account as required by law have been kept by the Company sofar as it appears from our examination of those books;

c. The Balance Sheet the Statement of Profit and Loss including the Statement of OtherComprehensive income the Statement of Cash Flow and Statement of Changes Equity dealtwith by this Report are in agreement with the books of account;

d. Except for matters described in the Basis for Qualified Opinion paragraph above inour opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2015 as amended;

e. In our opinion the matters described in the Basis for Qualified Opinion paragraphabove may have an adverse effect on the functioning of the Company;

Independent Auditor's Report on Standalone Financial Statements of Sadbhav EngineeringLimited for the year ended on March 31 2022

f. On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in terms of Section164 (2) of the Act;

g. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure A";

h. In our opinion the managerial remuneration for the year ended March 31st 2022paid/ provided by the Company to the directors is in accordance with the provisions ofsection 197 read with Schedule V to the Act; i. With respect to the other matters to beincluded in the Auditors' Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 in our opinion and to the best of our information and according tothe explanations given to us:

i. the Company has disclosed the impact wherever necessary of pending litigations onits financial position in its financial statements; Refer note 38 to the StandaloneFinancial Statements

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

iii. There were no amount which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 31 2022.

iv. (a) The management has represented that to the best of its knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the company to or in any other personsor entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries")or

• provide any guarantee security or the like to or on behalf of the UltimateBeneficiaries;

(b) The management has represented that to the best of its knowledge and belief nofunds have been received by the company from any persons or entities including foreignentities ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the company shall:

• directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever or on behalf of the Funding Party ("UltimateBeneficiaries") or

• provide any guarantee security or the like from or on behalf of the UltimateBeneficiaries;

(c) Based on such audit procedures as considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under subclause (i) and (ii) of Rule ll(e) as provided under (a) and (b)above contain any material misstatement;

v. The Company has not declared or paid any dividend during the year and has notproposed final dividend during the year.

2. As required by the Companies (Auditors' Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure B a statement on the matters specified in the paragraph3 and 4 of the Order to the extent applicable.

Annexure - 'A' to the Independent Auditor's Report

(Referred to in paragraph l(g) under 'Report on Other Regulatory Requirements' sectionof our report to the members of Sadbhav Engineering Limited of the even date)

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

We have audited the internal financial controls over financial reporting of SadbhavEngineering Limited ("the Company/)) as of 31stMarch 2022 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The management of the Company is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note/)) and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. 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 over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable

Independent Auditor's Report on Standalone Financial Statements of Sadbhav EngineeringLimited for the year ended on March 31 2022 detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

Annexure - 'B' to the Independent Auditor's Report

(Referred to in paragraph 2 under "Report on Other Legal and RegulatoryRequirements" section of our report the members of Sadbhav Engineering Limited ofeven date)

Report on the Companies (Auditor' Report) Order 2020 issued in terms of section 143(11) of the Companies Act 2013('the Act') of Sadbhav Engineering Limited ('theCompany')

To the best of our information and according to the explanations provided to us by theCompany and the books of account and records examined by us in the normal course of auditwe state that:

(i) a. (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment. (B) TheCompany has maintained proper records showing full particulars of intangible assets.

b. The Company has a program of physical verification of its Property Plant andEquipment and right to use assets. In accordance with this program Property Plant andEquipment were verified during the year and no material discrepancies were noticed on suchverification. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets.

c. According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed/ transfer deed/ conveyancedeed provided to us we report that the title deeds comprising all the immovableproperties (other than immovable properties where the Company is lessee and the leaseagreements are duly executed in favour of the lessee) disclosed in the financialstatements included under Property Plant and Equipment and capital work-in-progress areheld in the name of the Company as at the balance sheet date.

d. The Company has not revalued any of its Property Plant and Equipment (includingRight of use assets) and intangible assets during the year.

e. No proceedings have been initiated during the year or are pending against theCompany as at 31st March 2022 for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder. (ii) a. Theinventories were physically verified by the management during the year at reasonableintervals. In our opinion and based on information and explanations given to us thecoverage and procedure of such verification by the management is appropriate having regardto the size of the Company and the nature of its operations. No discrepancies of 10% ormore in the aggregate for each class of inventories were noticed on such physicalverification of inventories when compared with the books of account.

b. According to the information and explanations given to us the Company has beensanctioned working capital limits in excess of~ 5 crores in aggregate during the yearfrom banks or financial institutions on the basis of security of current assets. In ouropinion and according to the information and explanations given to us the quarterlyreturns or statements comprising (stock statements book debt statements otherreceivables and other stipulated financial information) filed by the Company with suchbanks or financial institutions are in agreement with the unaudited books of account ofthe Company of the respective quarters and no material discrepancies have been observed asstated in note no. 43 of the Financial Statements.

Independent Auditor's Report on Standalone Financial Statements of Sadbhav EngineeringLimited for the year ended on March 31 2022

(iii) a. The Company has provided loans or advances in the nature of loans providedguarantee or security during the year. The details of which are given below:

( Rs In Lakhs)

Particulars Loans Guarantees Security*
A. Aggregate amount granted/provided during the year:
-Subsidiaries 33713.86
-Step-Down Subsidiaries 6586.40
-Others 55000.00 1133.55
B. Balance outstanding as at balance sheet date in respect of above cases
-Subsidiaries 38032.11
-Step-Down Subsidiaries 16595.56
-Others 2767.10 138200.00 4333.55

*The Gross amount of security provided by the Company is derived by considering theface value of~ 10 per shares pledged.

b. In our opinion and according to the information and explanations given to us theinvestments made guarantees provided security given and the terms and conditions of thegrant of all loans and advances in the nature of loans are not prejudicial to theCompany's interest. However attention is invited to 'Basis of Qualified Opinion'paragraph of our Main Audit Report.

c. In respect of loans granted the terms of arrangements do not stipulate anyrepayment schedule of principal and interest. The loans are repayable on demand excep--interest free term loan of ~ 7795.63 Lakhs given to one of the subsidiary companies whichis repayable after eleven years from the date of agreement dated 22nd October 2014.

d. Since the cited loans are repayable on demand reporting under this clause inrespect of overdue balance is not applicable.

e. In our opinion and according to the information and explanations given to usneither loans or advances in nature of loans have been renewed or extended nor any freshloans have been granted to settle the overdue of existing loans.

f. The Company has granted Loans or advances in the nature of loans which are(repayable on demand or without specifying any terms or period of repayment) details ofwhich are given below.

(~in Lakhs)

Particulars Others Promoters Related Parties
Aggregate amount of loans/ advances in nature of loans
-Repayable on demand (A)
-Agreement does not specify any terms or period of repayment (B) 2767.10 0.00 40300.00
0.00 0.00 0.00
Total (A+B) 2767.10 0.00 40300.00
Percentage of loans/ advances in nature of loans to the total loans 5.72% 0.00% 83.27%

(iv) In our opinion and according to the information and explanations given to usthe Company has complied with the provisions of sections 185 and 186 of the Act withrespect to the loans granted investments made and guarantees and securities provided asapplicable.

(v) In our opinion and according to the information and explanations given to usthe Company has not accepted any deposits (including deemed deposits) from the publicwithin the meaning of provisions of sections 73 to 76 of Independent Auditor's Report onStandalone Financial Statements of Sadbhav Engineering Limited for the year ended on March31 2022 the Act and the rules framed there under and hence reporting under clause (v) ofparagraph 3 of the Order is not applicable. According to the information and explanationsgiven to us no order has been passed by the Company Law Board or the National Company LawTribunal or the Reserve Bank of India or any Court or any other Tribunal against theCompany in this regard.

(vi) The Central Government has prescribed maintenance of cost records undersection 148(1) of the Act. We have broadly reviewed the accounts and records of theCompany in this connection and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. We have not however carried out adetailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income tax sales tax service tax duty of customs duty of excise valueadded tax cess and any other statutory dues have not been regularly deposited with theappropriate authorities during the year except goods and service tax.

According to the information and explanations given to us and basis our auditprocedures to check the outstanding statutory dues in our opinion no undisputed amountspayable in respect of statutory dues including Provident Fund Employees' State InsuranceIncome Tax Sales tax Value Added Tax Service Tax Custom Duty Excise Duty Cess Goodsand Service Tax and other statutory dues applicable to it were in arrears as at thebalance sheet date for a period of more than six months from the date they became payableexcept interest of "552.02 Lakhs on tax deducted at source and interest of"272.30 Lakhs on Goods and service tax.

(b) Details of statutory dues referred to in sub-clause (a) above which have not beendeposited as on March 31 2022 on account of disputes are given below:

Sr. No. Name of the Statute Nature of the Dues Financial Year to which the amount relates Forum where Dispute is pending Amount in Lakhs) net off amount paid under the proof of protest
1. The Finance Act 1994 Service Tax 2007-08 and 2008-09 CESTAT Ahmedabad 545.05
2. 2005-06 Supreme Court of India 67.29
3. The Income Tax Act Income Tax 2004-05 to 2006-07 High Court of Gujarat 189.19
4. 1961 2007-08 Income Tax Appellate 308.29
5. 2006-07 to 2010-11 Tribunal Ahmedabad 1953.30
6. 2010-11 244.64
7. 2011-12 797.40
8. 2012-13 836.74
9. 2013-14 1048.50
10. 2014-15 1263.15
11. 2015-16 1414.34
12. 2016-17 2087.00
13. 2017-18 3700.93
14. Jharkhand Value Added Tax Act 2005 VAT 2010-11 Commissioner Appeal (Commercial Tax) Jharkhand 77.40
15. Gujarat Value Added Tax Act 2003 VAT 2006-07 Gujarat Value Added Tax Tribunal 321.96
16. GST 2017-18 171.31
17. Goods and Service Tax Act 2017 2018-19 Joint (Appeals) Maharashtra Tax Commissioner of State 405.04

(viii) According to the information and explanations given to us and on the basisof our examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income Tax Act 1961 as income during the year.

(ix) a) During the year there were delays in the repayment of loans and payment ofinterest to banks financial institutions and others as per the details given hereunder.

Name of lender Aggregate amount not paid on due date (

in Lakhs)

Whether Principal or Interest Period of delay of unpaid amount
Long Term Loans from Banks
441.58 Principal 1 to 30 days
17.72 Interest 1 to 30 days
Punjab National Bank (erstwhile Oriental 126.67 Principal 31 to 60 days
Bank of Commerce) 21.36 Interest 31 to 60 days
63.78 Principal 61 to 90 days
4.39 Interest 61 to 90 days
54.34 Principal 1 to 30 days
Union Bank of India 1.39 Interest 1 to 30 days
40.00 Principal 31 to 60 days
61.38 Principal 1 to 30 days
7.03 Interest 1 to 30 days
Bank of India 93.06 Principal 31 to 60 days
3.37 Interest 31 to 60 days
17.70 Principal 61 to 90 days
292.84 Interest 1 to 30 days
330.44 Interest 31 to 60 days
ICICI Bank Limited
334.63 Interest 61 to 90 days
6717.61 Principal 61 to 90 days
Long Term loan for Machinery Finance from Banks
50.00 Principal 1 to 30 days
State Bank of India
1.42 Interest 1 to 30 days
297.62 Principal 1 to 30 days
84.86 Interest 1 to 30 days
Punjab National Bank (erstwhile Oriental 71.82 Principal 31 to 60 days
Bank of Commerce) 39.80 Interest 31 to 60 days
73.03 Principal 61 to 90 days
9.81 Interest 61 to 90 days
ICICI Bank Limited 47.49 Principal 1 to 30 days
Name of lender Aggregate amount not paid on due date in Lakhs) Whether Principal or Interest Period of delay of unpaid amount
.
9.93 Interest 1 to 30 days
22.04 Principal 31 to 60 days
4.07 Interest 31 to 60 days
7.89 Principal 61 to 90 days
1.46 Interest 61 to 90 days
131.85 Principal 1 to 30 days
26.23 Interest 1 to 30 days
HDFC Bank Limited 435.56 Principal 31 to 60 days
96.35 Interest 31 to 60 days
254.97 Principal 61 to 90 days
51.72 Interest 61 to 90 days
521.74 Principal 1 to 30 days
235.37 Interest 1 to 30 days
Axis Bank Limited 680.14 Principal 31 to 60 days
352.40 Interest 31 to 60 days
597.13 Principal 61 to 90 days
255.86 Interest 61 to 90 days
76.20 Principal 1 to 30 days
3.97 Interest 1 to 30 days
Yes Bank Limited 147.98 Principal 31 to 60 days
7.79 Interest 31 to 60 days
138.40 Principal 61 to 90 days
9.55 Interest 61 to 90 days
22.97 Principal 1 to 30 days
1.66 Interest 1 to 30 days
Kotak Mahindra Bank 12.87 Principal 31 to 60 days
0.93 Interest 31 to 60 days
0.61 Principal 61 to 90 days
Short Term Loan from Banks 0.03 Interest 61 to 90 days
Bank of India 28.23 Interest 31 to 60 days
3.83 Interest 61 to 90 days
ICICI Bank Limited 125.30 Interest 1 to 30 days
51.56 Interest 31 to 60 days
20.34 Interest 1 to 30 days
Axis Bank Limited 21.02 Interest 31 to 60 days
56.30 Interest 61 to 90 days
Punjab National Bank 197.03 Interest 1 to 30 days
118.49 Interest 31 to 60 days
46.22 Interest 61 to 90 days
80.00 Principal 1 to 30 days
345.85 Interest 1 to 30 days
Standard Chartered Bank
183.41 Interest 31 to 60 days
180.15 Interest 61 to 90 days
Axis Bank Limited 62.15 Interest 1 to 30 days
Name of lender Aggregate amount not paid on due date (" in lakhs) Whether Principal or Interest Period of delay of unpaid amount
State Bank of India 74.54 Interest 1 to 30 days
IDBI Bank 6.35 Interest 1 to 30 days
Punjab National Bank (erstwhile Oriental Bank
204.03 Interest 1 to 30 days
of Commerce)
IDBI Bank 29.79 Interest 1 to 30 days
Long Term Loan from Financial Institutions
182.31 Interest 1 to 30 days
STCI Finance Limited 166.33 Interest 31 to 60 days
56.51 Interest 61 to 90 days
Long Term Loan for Machinery Finance from Financial Institutions
56.04 Principal 1 to 30 days
6.80 Interest 1 to 30 days
34.67 Principal 31 to 60 days
Tata Motors Finance Limited
4.65 Interest 31 to 60 days
317.56 Principal 61 to 90 days
57.20 Interest 61 to 90 days
11.62 Principal 1 to 30 days
0.34 Interest 1 to 30 days
22.67 Principal 31 to 60 days
Tata Motors Finance Solutions Limited
0.78 Interest 31 to 60 days
282.29 Principal 61 to 90 days
14.54 Interest 61 to 90 days
108.45 Principal 1 to 30 days
10.16 Interest 1 to 30 days
215.17 Principal 31 to 60 days
Tata Capital Financial Services Limited
16.80 Interest 31 to 60 days
168.90 Principal 61 to 90 days
13.82 Interest 61 to 90 days
73.32 Principal 1 to 30 days
12.65 Interest 1 to 30 days
Mahindra & Mahindra Financial Services Limited 305.57 Principal 31 to 60 days
56.07 Interest 31 to 60 days
43.40 Principal 61 to 90 days
8.46 Interest 61 to 90 days

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 willfuldefaulter by any bank or financial institution or government or government authority.

c) In our opinion term loans availed by the Company were applied by the Companyduring the year for the purposes for which the loans were obtained.

d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

Independent Auditor's Report on Standalone Financial Statements of Sadbhav EngineeringLimited for the year ended on March 31 2022 e) We report that the Company has not takenany funds from any entity or person on account of or to meet the obligations of itssubsidiaries or associates as defined under the Act. The Company does not hold anyinvestment in any joint venture (as defined under the Act) during the year ended 31 March2022.

f) The Company had issued non-convertible debentures during the year on the pledge ofsecurities held in its subsidiaries joint ventures or associate companies as per detailsbelow and has not defaulted in the repayment of such loans raised.

Nature of loan Taken Name of lender Amount of loan (

in Lakhs)

Name of the subsidiary Relation Nature of Transaction for which fund is utilised
Non- Convertible Debentures Centrum Capital Limited (NBFC) 5500.00 Sadbhav Infrastructure Project Ltd (SIPL) Subsidiary Company Security pledge of 38197436 Equity Shares of Sadbhav Infrastructure Project Limited

(x) a) The Company has not raised moneys by way of initial public offer or furtherpublic offer (including debt instruments) during the year and hence reporting under clause(x) (a) of the Order is not applicable. b) The Company has not made any preferentialallotment or private placement of shares or convertible debentures (fully or partially oroptionally) during the year and hence reporting under clause (x) (b) of the Order is notapplicable to the Company.

(xi) a) Based on examination of the books and records of the Company and accordingto the information and explanations given to us we report that no fraud by the company oron the company has been noticed or reported during the year.

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 were no whistle blower complaintsreceived by the Company during the year.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) ofthe Orper is not applicable.

(xiii) Transactions with the related parties are in compliance with sections 177and 188 of the Act where applicable and details of such transactions have been disclosedin the standalone financial statements as required by the applicable accounting standards.

(xiv) a) 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 in determining the nature timing and extent of our auditprocedures.

(xv) The Company has not entered into non-cash transactions with directors orpersons connected with its directors and hence provisions of section 192 of the CompaniesAct 2013 are not applicable to the company.

(xvi) a) In our opinion the Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause 3(xvi)(a) (b)and (c) of the Order is not applicable.

b) In our opinion there is no core investment company within the Group (as defined inthe Core Investment Companies (Reserve Bank) Directions 2016) and accordingly reportingunder clause 3(xvi)(d) of the Order is not applicable.

(xvii) The Company has not incurred cash losses during the financial year coveredby our audit and the immediately preceding financial year.

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

(xix) On the basis of the financial ratios ageing and expected dates ofrealization of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andmanagement plans (refer note no 57 to the financial statements) and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report indicating that the company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tofurther viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the company as and when they fall due.

(xx) There is no unspent amount under sub-section (5) of Section 135 of theCompanies Act 2013 pursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) ofthe order are not applicable.

For Dhirubhai Shah & Co LLP For Manubhai & Shah LLP
Chartered Accountants Chartered Accountants
FRN:102511W/W100298 FRN: 106041 W /W100136
Samip K. Shah K. C. Patel
Partner Partner
Membership No: 128531 Membership No: 030083
ICAI UDIN: 22128531AJYCBH9876 ICAI UDIN: 22030083AJYCAJ1800
Place: Ahmedabad Place: Ahmedabad
Date: May 30 2022 Date: May 30 2022

.