itd cementation india ltd Auditors report

To the Members of

ITD Cementation India Limited

Report on the Audit of the Standalone Financial Statements

1. OPINION

We have audited the accompanying standalone financial statements of ITD Cementation India Limited ("the Company "), which comprise the standalone Balance Sheet as at 31 March 2023, and the standalone Statement of Profit and Loss (including Other Comprehensive Income), the standalone Statement of Cash Flows and the standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements"). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

2. BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditors Responsibility for the Audit of the standalone Financial Statements" section of our report. We are independent of the Company in accordance with the "Code of Ethics" issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

3. KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter	How our audit addressed the key audit matter
A Revenue recognition – accounting for construction contracts
There are significant accounting judgements in estimating revenue to be recognised on contracts with customers, including estimation of costs to complete (CTC). The Company recognises revenue on the basis of stage of completion in proportion of the contract costs incurred at balance sheet date, relative to the total estimated costs of the contract at completion. The recognition of revenue is therefore dependent on estimates in relation to total estimated costs of each such contract.	We selected a sample of contracts with customers and performed the following procedures:
	a) Obtained and read contract documents for each selection, change orders, and other documents that were part of the agreement.
	b) Identified significant terms and deliverables in the contract to assess managements conclusions regarding the
	(i) changes to costs to complete as work progresses and as a consequence of change orders;
Significant judgements are involved in determining the expected losses, when such losses become probable based on the expected total contract cost. Cost contingencies are included in these estimates to take into account specific risks of uncertainties or disputed claims against the Company , arising within each contract. These contingencies are reviewed by the Management on a regular basis throughout the life of the contract and adjusted where appropriate. The revenue on contracts may also include variable consideration (variations and claims). Variable consideration is recognised when the recovery of such consideration is highly probable.	(ii) the impact of change orders on the transaction price; and
	(iii) the evaluation of the adjustment to the transaction price on account of variable consideration.
	c) Obtaining an understanding of and evaluating the reasonableness of the assumptions applied in determining the forecasted revenue and cost to complete.
	d) Reviewing legal and/or contracting experts reports received on certain contentious matters.
	e) For cost incurred to date, testing samples to appropriate supporting documents and performing cut-off procedures.
Refer to Note No. [2](xvi)(a) to the Standalone Financial Statement.	f) Tested the estimate for consistency with the status of delivery of milestones and customer acceptance to identify possible delays in achieving milestones, which require changes in estimated costs or efforts to complete the remaining performance obligation.
B Recoverability of Trade Receivables and Measurement of contract assets in respect of overdue milestones and overdue receivables
The Company , in its contract with customers, promises to transfer distinct services to its customers, which may be rendered in the form of engineering, procurement, and construction ("EPC") services through design-build contracts, and other forms of construction contracts. The recognition of revenue is based on contractual terms, which could be based on agreed unit price or lump-sum revenue arrangements. At each reporting date, revenue is accrued for costs incurred against work performed that may not have been invoiced. Identifying whether the Companys performance has resulted in a service that would be billable and collectable where the works carried out have not been acknowledged by customers as of the reporting date, involves a significant amount of judgement. Assessing the recoverability of contract assets related to overdue milestones and amounts overdue against invoices raised which have remained unsettled for a significantly long period after the end of the contractual credit period also involves a significant amount of judgement.	Our audit procedures to address this key audit matter included, but were not limited to the following:
	• Obtaining an understanding of the Companys processes, evaluating the design and testing the effectiveness of key internal financial controls over the recoverability of the trade receivables and contract assets;
	• We have been provided certification of the work by customer for selected sample;
	• Circulating and obtaining confirmations for trade receivables, on sample basis, with respect to outstanding balances;
	• Performing additional procedures, in respect of material trade receivables and contract assets such as testing subsequent payments/certifications from customers;
	• Performing inquiry procedures with senior management of the Company regarding the recoverability of the receivables;
	• Verifying contractual arrangements to evaluate managements assessment on the tenability and recoverability of these receivables;
Refer to Note Nos. [2](xvi)(a), [2](x) to the Standalone Financial Statement.	• 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. 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.

4. INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in Companys Annual Report, but does not include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. The Annual Report is expected to be made available to us after the date of this auditors report.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit, or otherwise appears to be materially misstated. When we read the Annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

5. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Companys financial reporting process.

6. AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

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

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

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

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant de_ciencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

7. OTHER MATTER

Corresponding figures of the Company for the year ended 31 March 2022 have been audited by another auditor who expressed an unmodified opinion dated 26 May 2022 on the standalone financial statements of the Company for the year ended 31 March 2022.

Our opinion is not modified in respect of these matters.

8. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS a) As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. b) As required by Section 143(3) of the Act, we report that: i. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. ii. In our opinion, proper books of account as required by law have been kept by the Company , in electronic mode so far as it appears from our examination of those books. iii. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, Standalone Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account. iv. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. v. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on

31 March 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

vi. With respect to the adequacy of the internal financial controls with reference to standalone financial statement of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report. vii. With respect to the other matters to be included in the Auditors 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 according to the explanations given to us:

a) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statement in Note 31. b) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses as at 31st Match 2023.

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented that, to the best of its knowledge and belief and as disclosed in the Note 44 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management has represented that, to the best of its knowledge and belief and as disclosed in the Note 44 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and (iii) Based on such audit procedures performed and information and explanation given, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

e) The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note 43 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approvals of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. f) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. 1 April 2023, reporting in respect of mandatory use of accounting software with requisite audit trail facility is not applicable. c. With respect to the other matters to be included in Auditors Report in accordance with the requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our informations and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of the Section 197 of the Act.

	For T R Chadha & Co LLP
	Chartered Accountants
	Firm Regn. No: 006711N/N500028
	Pramod Tilwani
Place: Mumbai	Partner
Date: 25 May 2023	Membership No. 076650
	DIN: 23076650BGUWKI1581

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF THE ITD CEMENTATION INDIA LIMITED ("THE COMPANY ") ON THE STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED 31 MARCH 2023

To the best of our information and according to the details and explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we state that;

(I) PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS a) (a) The Company has maintained proper records showing full particulars including quantitative details and situtation of Property, Plant and Equipment (including right of use assets); (b) The Company has maintained proper records showing full particulars of intangible assets; b) Property, Plant and Equipment has been physically verified by the management during the year and no material discrepancies were noticed on such verification. c) The title deeds of all immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in note 3 to the financial statements included in property, plant and equipment are held in the name of the Company. d) The Company has not revalued its Property, Plant and Equipment (including right of use assets) and intangible assets during the year.

e) As disclosed by the management in note 44 of the standalone financial statements, no proceedings have been initiated during the year or are pending against the Company as at 31 March 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) (as amended in 2016) and rules made thereunder.

(II) INVENTORIES

a) The inventories have been physically verified by the management at reasonable interval during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on such verification between the physical stocks and the book records that were 10% or more in the aggregate for each class of inventory.

b) The Company has been sanctioned working capital limits in excess of Rs 5 crores, in aggregate, during the year, from banks on the basis of security of current assets. The quarterly returns and statements comprising stock and creditors statements, book debt statement filed by the Company with such banks are having following differences with the unaudited books of accounts, of the respective quarters: - Also refer Note No. 17.4 of standalone financials.

Name of Bank	Quarter ended	Particulars	Disclosed as per Statement	As per books of accounts	Amount in Rs lakhs Difference
IDBI Bank, Indian Bank,	30 June 2022	Trade Receivable (Book Debts)	72,128.53	68,705.94	3,422.59*^
Bank of Baroda, Union Bank of India, Federal Bank,	30 September 2022	Trade Receivable (Book Debts)	75,351.31	72,248.77	3,102.54*^
Axis Bank, Punjab National Bank, Central Bank of India, Bank of India, Bank of Bahrain and Kuwait, IDFC First Bank, Exim Bank, Bank of Maharashtra, Canara Bank, IndusInd Bank, State Bank of India	31 December 2022	Trade Receivable (Book Debts)	79,009.03	74,182.48	4,826.55*

Remarks/reason, if any

Statement not submitted for the month of March 23 till the reporting date.

*Difference is on account of income tax deducted at source (TDS) by the client from running account bills and considered as trade receivables pending receipt of TDS certificate for the purpose of submission of quarterly statement to banks.

^Stock statement not submitted with bank for project specific facilities.

(III) LOANS, INVESTMENTS, GUARANTEES, SECURITIES AND ADVANCES IN NATURE OF LOAN a) The Company has not given any security or granted any loans or advances in the nature of loans to Subsidiaries or Joint Ventures. However, the Company has provided bank guarantee from banking limits to a subsidiary and joint venture as per the details given below:

	( Rs in Lakhs)
	Guarantee
Aggregate amount provided during the year
- Subsidiary (unincorporated entity)	14,681.32
- Joint Venture (unincorporated entity)	7,523.58
Balance bank guarantee outstanding as at balance sheet date in respect of above cases
- Subsidiary (unincorporated entity)	14,681.32
- Joint Venture (unincorporated entity)	7,523.58

b) The Company has not given any security or granted any loans or advances in the nature of loans and made investment during the year. However, the Company has provided guarantee as mentioned above and in our opinion and according to the information and explanations given to us, such guarantees provided are, prima facie, not prejudicial to the interest of the Company. c) The Company has not granted any loans or advances in the nature of loans 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) COMPLIANCE OF SECTIONS 185 & 186

The Company has not given loans or guarantees to directors or other persons in which a director is interested or provide security in connection with such a loan and as such section 185 of the Companies Act is not applicable. The amount given to unincorporated entities, which are either treated as subsidiaries/Joint Ventures are considered as deemed investments. In respect of investments made, Section 186 of the Companies Act, 2013 have been complied with, as applicable.

(V) PUBLIC DEPOSIT

The Company has not accepted any deposits or amounts which are deemed to be deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Rules framed there under apply. Accordingly, the provision of paragraph 3(v) of the Order is not applicable to the Company.

(VI) COST RECORDS

We have broadly reviewed the books of account maintainied by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However we have not made a detailed examination of the records.

(VII) STATUTORY DUES a) The Company has generally been regular in depositing its undisputed statutory dues with the appropriate authorities including Provident Fund, Employees State insurance, Income-tax, Goods and Service tax, Customs duty, Service tax, value added tax, Cess and any other material statutory dues, as applicable, though there have been slight delays in few cases. There are no undisputed dues payable, outstanding as on 31 March 2023 for a period of more than six months from the date they became payable except pension fund liability amounting to INR 18.30 Lakhs under PF Act, which could not be deposited due to non-availability of UAN and linkage of UAN with Aadhar for certain project based staff.

b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31 March 2023 on account of disputes are given below;

Name of the statute	Nature of Dues	Amount	Amount Paid under Protest	Period to which amount relates F.Y.	Forum where the dispute is pending
Sales Tax Act/ Works Contract	Value Added tax and sales tax	1,360.03	196.93	FY 2008-09 to 2017-18	Joint Commissioner State Taxes VAT
Tax Act/Value Added Tax		300.69	101.40	FY 2011-12 and 2015-16	Deputy/Joint/Assistant Commissioner of VAT
		1,013.89	91.36	FY 2008-09, 2011- 12,2012-13, 2013- 14 and 2015-16	Tribunal
		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	The Goods & Service Tax	5.18	5.18	FY 2020	Joint Commissioner State Taxes (GST)
Service tax	The Finance Act, 1994	3,725.84	-	FY 2004 to 2009	CESTAT
		1,797.97	-	Various years/ periods from 1 October 2004 to 30 June 2017	Commissioner of Central Goods & Service Tax and Central Excise
Income Tax	Income Tax	210.75	-	AY 2004- 05	Bombay High Court
Act,1961		137.85	-	AY 2011-12	Calcutta High Court
		149.00	-	AY 2012-13	Income Tax Appellate Tribunal
		154.28	-	AY 2010-11 and 2013-14	Commissioner of Income Tax (Appeals)
		96.76	-	AY 2016-17	Commissioner of Income Tax (Appeals)
		36.44	-	AY 2017-18	Assessing Officer
		746.29	-	AY 2018-19	Commissioner of Income Tax (Appeals)
		277.81	-	AY 2020-21	Commissioner of Income Tax (Appeals)
		1375.36	-	AY 2021-22	Commissioner of Income Tax (Appeals)

(VIII) As disclosed by the management in Note 44 of the standalone financial statements and as verified by us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

(IX) APPLICATION & REPAYMENT OF LOANS & BORROWINGS

a) The Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender, during the year. b) As disclosed by the management in Note 44 of the standalone financial statements, the Company has not been declared as willful defaulter by any bank or financial institution or other lender. c) During the year, the Company has obtained term loan. The term loans availed were applied by the Company for the purpose for which the loans were obtained. d) On an overall examination of the balance sheet of the Company , we report that, prima facie, no funds raised on short-term basis have been used for long-term purposes by the Company. e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries. Accordingly, the provision of paragraph 3(ix)(e) of the Order is not applicable to the Company. f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries. Accordingly, the provision of paragraph 3(ix)(f) of the Order is not applicable to the Company.

(X) APPLICATION OF FUNDS RAISED THROUGH PUBLIC OFFER

(a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provision of paragraph 3(x)(a) of the Order is not applicable to the Company. (b) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provision of paragraph 3(x)(b) of the Order is not applicable to the Company.

(XI)FRAUD

(a) No fraud by the Company or any fraud on the Company has been noticed or reported during the course of our audit nor have we been informed of any such case by the management.

(b) No report under sub-section (12) of section 143 of the Act has been filed in Form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) As represented to us by the management, there were no whistle blower complaints received during the year by the Company.

(XII) The Company is not a Nidhi Company and hence reporting under paragraph 3 (xii) of the Order is not applicable to the Company. (XIII) In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to all applicable transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable Indian Accounting standards.

(XIV) INTERNAL AUDIT

(a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the reports of the internal auditors issued to the Company for the period under audit.

(XV) During the year, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, reporting under paragraph 3(xv) of the Order is not applicable to the Company.

(XVI) REGISTRATION U/S 45-IA OF RBI ACT

(a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under paragraph 3(xvi) (a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities as per the Reserve Bank of India Act, 1934. Accordingly, reporting under paragraph 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting under paragraph 3(xvi)(c) of the Order is not applicable to the Company.

(d) As represented to us, the Group does not have any CIC as part of the Group.

(XVII) The Company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

(XVIII)There has been no resignation of the statutory auditors during the year. Accordingly, reporting under paragraph 3(xviii) of the Order is not applicable to the Company. (XIX) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(XX) As disclosed by management in note 29.2 of the standalone financial statements and as verified by us, the gross amount required to be spent by company towards Corporate Social Responsibility (CSR) during the year has been duly spent during the year and hence reporting under paragraph (xx)(a) and clause (xx)(b) of the Order is not applicable to the Company.

	For T R Chadha & Co LLP
	Chartered Accountants
	Firm Regn. No. 006711N/N500028
	Pramod Tilwani
Place: Mumbai	Partner
Date: 25 May 2023	Membership No. 076650
	UDIN: 23076650BGUWKI1581

ANNEXURE B

Report on the Internal Financial Controls with reference to standalone financial statement under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

OPINION

We have audited the internal financial controls with reference to standalone financial statement of ITD Cementation India Limited ("the Company ") as of 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to standalone financial statement and such internal financial controls with reference to standalone financial statement were operating effectively as at 31 March 2023, based on, the internal control with reference to standalone financial statement criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on, "the internal control with reference to standalone financial statement criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI)". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statement based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by ICAI and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statement was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to standalone financial statement and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statement included obtaining an understanding of internal financial controls with reference to standalone financial statement, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to standalone financial statement.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENT

A companys internal financial control with reference to standalone financial statement is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statement includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company ; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company ; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENT

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

	For T R Chadha & Co LLP
	Chartered Accountants
	Firm Regn. No. 006711N/N500028
	Pramod Tilwani
Place: Mumbai	Partner
Date: 25 May 2023	Membership No. 076650
	UDIN: 23076650BGUWKI1581