Ansal Buildwell Ltd Directors Report.

TO THE MEMBERS OF ANSAL BUILDWELL LIMITED

Report on the Ind AS Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Ansal Buildwell Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the 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 March 31, 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibilities 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 independence 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance 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 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 Auditors Response
1 Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 ‘Revenue from Contracts with Customers" (new revenue accounting standard) Principal Audit Procedures
We assessed the Companys process to identify the impact of adoption of the new revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:
The application of the new revenue accounting standard involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised over a period. Additionally, new revenue accounting standard contains disclosures which involve collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. • Evaluated the design of internal controls relating to Implementation of the new revenue accounting standard.
• Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation, performance and inspection of evidence in respect of operation of these controls.
• Tested the relevant information technology systems access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard.
• Selected a sample of continuing and new contracts and performed the following procedures:
• Read, analyzed and identified the distinct performance obligations in these contracts.
• Compared these performance obligations with that identified and recorded by the Company.
• Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.
• Samples in respect of revenue recorded for time and material contracts were tested using a combination of approved time sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes.
• In respect of samples relating to fixed price contracts, progress towards satisfaction of performance obligation used to compute recorded revenue was verified with actual and estimated efforts from the time recording and budgeting systems. We also tested the access and change management controls relating to these systems.
• Sample of revenues disaggregated by type and service offerings was tested with the performance obligations specified in the underlying contracts.
• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.
• We reviewed the collation of information and report generated from the system used to prepare the disclosure relating to the periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.
2 Accuracy of revenues and onerous obligations in respect of fixed price contracts involves critical estimates Principal Audit Procedures
Our audit approach was a combination of test of internal controls and substantive procedures which included the following:
Estimated effort is a critical estimate to determine revenues and liability for onerous obligations. This estimate has a high inherent uncertainty as it requires consideration of progress of the contract, efforts incurred till date and efforts required to complete the remaining contract performance obligations. • Evaluated the design of internal controls relating to Recording of efforts incurred and estimation of efforts required completing the performance obligations.
Refer Notes 1.4a and 2.16 to the Standalone Financial Statements. • Tested the access and application controls pertaining to time recording, allocation systems which prevents unauthorized changes to recording of efforts incurred.
• Selected a sample of contracts and through inspection of evidence of performance of these controls, tested the operating effectiveness of the internal controls relating to efforts incurred and estimated.
• Selected a sample of contracts and performed a retrospective review of efforts incurred with estimated efforts to identify significant variations and verify whether those variations have been considered in estimating the remaining efforts to complete the contract.
• Reviewed a sample of contracts with unbilled revenues to identify possible delays in achieving milestones, which require change in estimated efforts to complete the remaining performance obligations.
• Performed analytical procedures and test of details for reasonableness of incurred and estimated efforts.
3 Disclosure of Contingent liabilities. Principal Audit Procedures
As at March 31, 2019, Contingent liability amounting to Rs.3,588.64 Lakhs which are pending adjudication. Refer Note 33 to the Standalone Financial Statements. We have involved our internal experts to review the all the agreements and contracts of disputed cases to identify the geniuses of amount of contingent liability.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, 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 express any form of assurance conclusion thereon.

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.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total 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 judgments 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 statements 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 is 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 are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities 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 judgment 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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) 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 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 deficiencies 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

a) 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.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Ind AS Financial Statement dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements — Refer Note 33 to the Ind AS financial statements;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

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

for I. P. Pasricha & Co.

Chartered Accountants FRN: 000120N

Maneet Pal Singh Partner

Membership No.: 516612

Place : New Delhi

Date : 30.05.2019

‘ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of the Independent Auditors Report of even date to the members of Ansal Buildwell Limited on the Ind AS financial statements as at and for the year ended 31 March 2019)

i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

b. In accordance with the information provided to us, property, plant and equipment have been physically verified by the management at regular intervals and no material discrepancies were noticed on such verification. In our opinion, periodicity of intervals of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. As explained to us, the inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable having regard to nature & size of the company and no material discrepancies were noticed in physical verification.

iii. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured, to companies covered in the register maintained under section 189 of the Companies Act, 2013. Hence the requirement of clause (iii) (a), (b) and (c) of the said order is not applicable to the company

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities.

v. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and relevant rules issued thereunder. Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi. In respect of the maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013, we have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us in respect of statutory dues:

a. According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Goods and Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, if any, applicable to it with appropriate authorities. There are no undisputed amounts payable in respect of statutory dues in arrears as at March 31, 2019 for a period of more than six months from the date they became payable.

b. The disputed statutory dues aggregating Rs. 332.85 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

S. No. Name of Statute Nature of dues Amount (in Period to which the amount relates Forum where dispute is pending
1. Finance Act, 1994 Service Tax 12,73,133/- Financial year 2009-10 CESTAT
24,43,399/- Financial year 2010-11 CESTAT
Total (a) 37,16,532/-
2. Income Tax Act,1961 Regular Income Tax 28,69,566/- Assessment year 1999-00 Supreme Court
27,13,044/- Assessment year 2000-01 Supreme Court
76,60.486/- Assessment year 2001-02 Supreme Court
69,06,996/- Assessment year 2003-04 Supreme Court
57,76,047/- Assessment year 2005-06 Supreme Court
Total (b) 2,59,26,139/-
3. Employees Provident Fund & Miscellaneous Provision Act, 1952 Interest on Provident Fund 11,96,664/- Various Financial Year 1998-99 to 2005-2006 High Court
Damages on Provident Fund 24,45,970/- Various Financial Year 1998-99 to 2005-2006 Employees Provident Fund Appellate Tribunal
Total (c) 36,42,634/-
Grand Total (a+b+c) 3,32,85,305/-

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions, banks and government and dues to debenture holders, except as below:

S. No. Loan Details Due Date Payment Date Amount Involved (Rs.) Period of Default in days
1. India Infoline Finance Limited 05-Apr-18 21-Apr-18 35,157.00 16
05-May-18 18-May-18 35,157.00 13
05-Jun-18 19-Jun-18 35,157.00 14
05-Jul-18 13-Jul-18 35,157.00 8
05-Aug-18 19-Sep-18 35,157.00 45
05-Sep-18 31-Oct-18 35,157.00 56
05-Oct-18 06-Dec-18 35,157.00 62
05-Nov-18 24-Dec-18 35,157.00 49
05-Dec-18 30-Jan-19 35,157.00 56
05-Jan-19 06-Mar-19 35,157.00 60
05-Apr-18 10-Apr-18 17,22,695.00 5
05-May-18 18-May-18 17,22,695.00 13
05-Aug-18 09-Aug-18 17,22,695.00 4
05-Sep-18 26-Sep-18 17,22,695.00 21
05-Oct-18 24-Oct-18 17,22,695.00 19
05-Nov-18 17-Nov-18 17,22,695.00 12
05-Jan-19 07-Jan-19 17,22,695.00 2
05-Apr-18 21-Apr-18 24,60,992.00 16
05-May-18 18-May-18 24,60,992.00 13
05-Jul-18 13-Jul-18 24,60,992.00 8
05-Aug-18 19-Sep-18 24,60,992.00 45
05-Sep-18 31-Oct-18 24,60,992.00 56
05-Oct-18 06-Dec-18 2460992.00 62
05-Nov-18 24-Dec-18 24,60,992.00 49
05-Dec-18 31-Jan-19 24,60,992.00 57
05-Jan-19 06-Mar-19 24,60,992.00 60
05-Feb-19 30-Mar-19 24,60,992.00 53
05-May-18 18-May-18 9,01,995.00 13
05-Aug-18 30-Aug-18 9,01,995.00 25
05-Sep-18 24-Oct-18 9,01,995.00 49
05-Oct-18 06-Dec-18 9,01,995.00 62
05-Nov-18 24-Dec-18 9,01,995.00 49
05-Dec-18 30-Jan-19 9,01,995.00 56
05-Jan-19 06-Mar-19 9,01,995.00 60
05-Feb-19 01-Mar-19 9,01,995.00 24
2. Indiabulls Housing Finance Limited 05-Apr-18 21-Apr-18 3,46,653.00 16
05-May-18 15-May-18 3,46,653.00 10
05-Apr-18 21-Apr-18 5,19,980.00 16
05-May-18 14-May-18 5,19,980.00 9
05-Apr-18 21-Apr-18 6,93,307.00 16
05-May-18 14-May-18 6,93,307.00 9
3. HDFC Bank 05-Apr-18 11-Apr-18 27,130.00 6
05-Jul-18 11-Jul-18 27,130.00 6
05-Aug-18 14-Aug-18 27,130.00 9
05-Sep-18 12-Sep-18 27,130.00 7
05-Nov-18 26-Nov-18 27,130.00 21
07-May-18 08-May-18 66,285.00 1
05-Apr-18 11-Apr-18 39,895.00 6
05-May-18 15-May-18 39,895.00 10
05-Jul-18 16-Jul-18 39,895.00 11
05-Aug-18 21-Aug-18 39,895.00 16
05-Sep-18 12-Sep-18 39,895.00 7
05-Oct-18 30-Oct-18 39,895.00 25
05-Nov-18 19-Nov-18 39,895.00 14
05-Jan-19 07-Jan-19 39,895.00 2
05-Aug-18 06-Aug-18 48,045.00 1
05-Aug-18 06-Aug-18 44,756.00 1
05-Aug-18 06-Aug-18 1,14,066.00 1
05-Sep-18 15-Sep-18 1,14,066.00 10
07-May-18 08-May-18 1,29,080.00 1
07-Sep-18 17-Sep-18 1,29,080.00 10
05-Apr-18 11-Apr-18 39,720.00 6
05-Jul-18 11-Jul-18 39,720.00 6
05-Aug-18 21-Aug-18 39,720.00 16
05-Sep-18 12-Sep-18 39,720.00 7
05-Oct-18 30-Oct-18 39,720.00 25
05-Nov-18 19-Nov-18 39,720.00 14
05-Jan-19 07-Jan-19 39,720.00 2
4. IVL Finance 05-Jul-18 13-Jul-18 19,27,797.00 8
05-Aug-18 30-Aug-18 19,27,797.00 25
05-Sep-18 06-Sep-18 19,27,797.00 1
05-Oct-18 02-Nov-18 19,27,797.00 28
05-Nov-18 13-Nov-18 19,27,797.00 8
05-Dec-18 24-Dec-18 19,27,797.00 19
05-Jan-19 14-Feb-19 19,27,797.00 40
05-Feb-19 15-Mar-19 19,27,797.00 38
5. TFS India Ltd. 20-May-18 21-May-18 80,083.00 1
20-Apr-18 21-Apr-18 91,090.00 1
20-May-18 29-Jun-18 91,090.00 40
20-Jun-18 29-Jun-18 91,090.00 9
20-Jul-18 20-Aug-18 91,090.00 31
20-Aug-18 15-Sep-18 91,090.00 26
20-Sep-18 03-Oct-18 91,090.00 13
20-Oct-18 14-Nov-18 91,090.00 25
20-Nov-18 27-Nov-18 91,090.00 7
20-Dec-18 11-Jan-19 91,090.00 22
20-Jan-19 04-Feb-19 91,090.00 15
20-Feb-19 05-Mar-19 91,090.00 13
20-Mar-19 28-Mar-19 91,090.00 8
6. Mahindra & Mahindra Financial Services Limited 05-Nov-18 28-Nov-18 30,020.00 23
05-Dec-18 06-Dec-18 30,020.00 1
05-Jan-19 07-Jan-19 30,020.00 2
7. ICICI Bank 15-Apr-18 16-Apr-18 28,160.00 1
15-Jul-18 16-Jul-18 28,160.00 1
15-Aug-18 16-Aug-18 28,160.00 1
8. PNB Housing Finance Ltd. 10-Jun-18 21-Jun-18 4,18,868.00 11
10-Nov-18 21-Nov-18 4,18,868.00 11
10-Dec-18 13-Dec-18 4,18,868.00 3
10-Jan-19 16-Jan-19 4,18,868.00 6
10-Feb-19 15-Feb-19 4,18,868.00 5
10-Mar-19 15-Mar-19 4,18,868.00 5
9. Toyota Financial Services India Ltd. 02-Apr-18 03-Apr-18 37,803.00 1

ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purpose for which they were obtained.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion, and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv. During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the CARO 2016 is not applicable to the Company.

xv. In our opinion, based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors during the year, by acquisition of assets by assuming directly related liabilities, which in our opinion is covered under the provisions of section 192 of the Act, and for which approval has not been obtained in a general meeting of the company. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

for I. P. Pasricha & Co.

Chartered Accountants

FRN: 000120N

Maneet Pal Singh

Partner

Membership No.: 516612

Place : New Delhi

Date : 30.05.2019

‘ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section of the Independent Auditors Report of even date to the members of Ansal Buildwell Limited on the Ind AS financial statements as at and for the year ended 31 March 2019)

Independent Auditors report on the Internal Financial Controls 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 Ansal Buildwell Limited ("the Company") as of 31 March 2019 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting 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. 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 the companys 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 over financial reporting 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") and the Standards on Auditing, issued by the Institute of Chartered Accountants of India (ICAI) and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI.. 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 over financial reporting were 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 over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 Ind AS 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 over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls over financial reporting 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 Ind AS 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 unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019, based on the internal control over financial reporting 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.

for I. P. Pasricha & Co.

Chartered Accountants FRN: 000120N

Maneet Pal Singh Partner

Membership No.: 516612

Place : New Delhi

Date : 30.05.2019