Ansal Properties & Infrastructure Ltd Auditors Report.

To the Members of

Ansal Properties & Infrastructure Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Ansal Properties & Infrastructure Limited ("the Company"), which comprise the balance sheet as at March 31 2019, the statement of profit and loss, including the statement of other comprehensive income, the cash flow statement and the statement of changes in equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies information (herein after referred as "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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its loss including other comprehensive income, its cash flows and the changes in equity for the ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under Section143(10)oftheAct. 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 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 there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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.

Emphasis of Matter Without qualifying:

a. We draw attention to note 41 of the accompanying standalone financial statements for the year ended March 31, 2019 which describes that the Company had claimed a cumulative exemption of Rs. 3,448 lakhs up to the period ended March 31, 2011, continuing up to the end of current period, under section 80 IA of the Income Tax Act, 1961 being tax of sale of Industrial Park units, pending the notification of the same by Central Board of Direct Taxes profits (Competent Authority). The Competent Authority rejected the initial application against which the Company has filed review petition. The Company has taken opinion from a senior counsel that its review petition satisfies all the conditions specified in the said Scheme of Industrial Park under Industrial Park (Amendment) Scheme, 2010. No exemption is claimed during the current year, as there are no sales of industrial park units.

b. We draw attention to note 63 of the accompanying standalone financial statements for the year ended March 31, 2019, pursuant to Orders of the Company Law Board (CLB) dated the December 30, 2014 and April 28, 2016, the Company was required to refund all its public deposits as per the schedule. Further, as per National Company Law Tribunal (NCLT) Order dated January 13, 2017 and in response to an application filed by the Company, as amended/extended from time to time, the Company was required to repay Rs. 200 lakhs per month as per revised schedule. As on March 31, 2019 an amount of Rs. 308 lakhs is overdue for payment. The Companys petition regarding revised schedule for repayment of deposits and interest thereon is pending before NCLT. Next date of hearing is July 15, 2019.

c. We draw attention to note 51 of the accompanying standalone financial statements for the year ended March 31, 2019, as per prescribed norms issued by Reserve Bank of India (RBI) and the exercise of powers conferred on the Bank under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI), the lender banks have issued notices the details of which are as follows:

i) One of the lender banks "Allahabad Bank" (the Lender) has classifiedthe bank accounts of the Company as Non Performing Assets (NPA) and has demanded the entire amount of Rs. 11,929 lakhs due towards the banks outstanding as on May 19, 2017 being the date of the order including interest and penal charges. Against such notice, the Company approached the Debts Recovery Tribunal (DRT). The Lender also appealed against the order of the DRT in Debt Recovery Appellate Tribunal (DRAT) and the matter is pending at DRAT for admission with notice to the Company. Simultaneously the Lender has also filed an application with DRT against the Company which is still pending. As explained to us, the Company is in discussion with the Lender to resolve this matter.

ii) In addition to above Lender bank, three more lender banks have classified the bank accounts of the Company as Non Performing Assets (NPA) and have demanded the entire amount of Rs.9,052lakhs due towards the banks outstanding as on September 12, 2018, October 08, 2018 and July 07, 2018 including interest and penal charges. As explained to us, the Company is not in agreement with the contention of these lender banks and is in discussions with these lender banks to resolve this matter.

d. We draw attention to note 47 of the accompanying standalone financialstatements for the year ended March 31, 2019 which describes the Company and the debenture holder of a subsidiary Company having overdue principal amount of Rs. 20,000 lakhs have filed cases on each other for their dues/ claims in Honble Mumbai High Court. The Company has given corporate guarantee to the debenture holder on behalf of the subsidiary. The debenture holder has moved an application with NCLT under Insolvency & Bankruptcy Code. As the matter is subjudice, we have relied upon the contention of the management.

e. We draw attention to note 43 of the accompanying standalone financial statements for the year ended March 31, 2019 wherein the Company has received an Arbitration Award relating to litigation with Landmark Group wherein the Company is jointly and severally liable to pay an amount of Rs.16,086 lakhs. The Company has sought legal recourse. Details with regard to payment and legal issues are explained in the said note. The matter is subjudice.

f. We draw attention to note 48 & 49 of the accompanying standalone financialstatements for the year ended March 31, 2019, UP-RERA (the Authority) had appointed Currie & Brown India Private Limited, Gurgaon (CBIPL) as auditor for conducting forensic audit of 91 projects of the Company in Lucknow. CBIPL has submitted its report to the Authority which states diversion of funds by the Company to the tune of Rs. 606 crores, non - compliances relating to non adherence to deposit of fixed percentage of amount received from customers in escrow account as per provision of Real Estate (Regulation & Development) Act, 2016 & non submission of quarterly information/ submitting incorrect information at the time of registration of the projects etc. The Authority has issued four Show Cause Notices (SCN) in March 2019 and two SCNs on May 01, 2019 to the Company for de - registration of its six projects due to above mentioned observations in the forensic report submitted by CBIPL. The Authority had asked the Company to submit replies within 30 days from the receipt of the SCNs. The Company has submitted its replies to the four SCNs received in March 2019 denying any diversion of funds and non-adherence in depositing fixed percentage of amount received from customers in escrow account as per provision of Real Estate (Regulation & Development) Act, 2016. As regards, non submission of quarterly information/ submitting incorrect information at the time of registration of the projects is concerned, the Company has agreed to provide the necessary information to the Authority. Reply to the two SCNs received on May 01, 2019 is pending. No further communication is received from the Authority. As the Authority is reviewing the documents/ replies to the SCNs submitted by the Company, we cannot comment on the impact, if any.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone 31, 2019. These matters were addressed in the context of our audit of financialstatementsforthefinancial the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors Responsibilities for the audit of the standalone financial section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters How our audit addressed the key audit matters
(a) Revenue recognition for real estate projects as per Ind AS 115 (as described in note_64 to the standalone financial statements)
The Company has adopted Ind AS 115-Revenue from Contracts with Customers, which is mandatory for reporting periods beginning on or after April 1, 2018. Our Audit procedures included:
The company has applied the modified retrospective approach to contracts that were not completed as at April 01, 2018 and has given impact of Ind AS 115 application by debit to retained earnings as at the said date by Rs. 117519 lakhs (net of tax). We have read the Companys revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115;
We tested the computation of the adjustment to retained earnings balance as at April 1, 2018 in view of adoption of Ind AS 115 as per the modified retrospective method;
The application of Ind AS 115 has impacted the Companys accounting for recognition of revenue from real estate projects, which is now being recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset.
For contracts involving sale of real estate unit, the Company receives the consideration in accordance the term of the contract in proportion of the percentage of completion of such real estate projects and represents payment made by customer to secure performance obligation of the Company under the contract enforceable by customer. The assessment of such consideration received from customer involvessignificantjudgement determining if the contracts with customer involves any financing element. We obtained and understood revenue recognition process and performed test of controls over revenue recognition including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer;
We tested, revenue related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognized;
Application of Ind AS 115 involves significant judgement in identifying performance obligations and determining when ‘control of the asset underlying the performance obligation is transferred to the customer and the transition method to be applied the same has been considered as key audit matter. We assessed the revenue-related disclosures included in Note 64 to the financial statements.
Assessment of net realisable value (NRV) of inventories
The Companys inventory comprises of ongoing and completed real estate projects, unlaunched projects and development rights. As at March 31, 2019, the carrying values of inventories amounts to Rs. 3,68,938.14 lakhs. Our audit procedures/ testing included, among others:
We read and evaluated the accounting policies and disclosures made in the financial statements with respect to inventories;
The inventories are carried at the lower of the cost and net realizable value (‘NRV). The determination of the NRV involves estimates based on prevailing market conditions, current prices and expected date of commencement and completion of the project, the estimated future selling price, cost to complete projects and selling costs. Evaluating the managements valuation methodology and assessing the key estimates, data inputs and assumptions adopted in the valuations, which included comparing expected future average selling prices with available market data such as recently transacted prices for similar properties located in the nearby vicinity of each property development project and the sales budget plans maintained by the Company;
Considering significance of the amount of carrying value of inventories in the financial statements and the estimation and involvement judgement in ofsignificant such assessment of NRV, the same has been considered as key audit matter. • Verifying the NRV assessment and comparing the estimated construction costs to complete each development with the Companys updated budgets.
We have tested the NRV of the inventories to its carrying value in books on sample basis.
Assessing impairment of Investments in subsidiaries and joint venture
The Company has significant investments ventures and associates. As at 31 March 2019, the carrying values of Groups investment in its subsidiaries and joint ventures entities amounts to Rs. 67,701.50 lakhs. Our procedures in assessing the managements judgement for the in its joint impairment assessment included, among others, the following:
We assessed the Groups valuation methodology applied in determining the recoverable amount of the investments;
Management reviews regularly whether there are any indicators of impairment of the investments by reference to the requirements under Ind AS 36 "Impairment of Assets". We obtained and read the valuation report used by the management for determining the fair value (‘recoverable amount) of its investments;
We considered the independence, competence and objectivity of the management specialist involved in determination of valuation;
For investments where impairment indicators exist, are required to determine the key significant assumptions used in the discounted cash flow models, such as revenue growth, unit price and discount rates. Considering, the impairment assessment involves and judgement, the same has significant been considered as key audit matter.
We tested the fair value of the investment as mentioned in the valuation report to the carrying value in books;
Made inquiries with management to understand key drivers of the cash flow forecasts, discount rates, etc and assessed the reasonableness thereof;
Involved experts to review the assumptions used by the management specialists. We reviewed the disclosures made in the financial statements regarding such investments
Assessment of the going concern of the Company
The accumulated losses as on March 31, 2019 is Rs. 91445.24 lakhs (major part of accumulated losses was due to the Company adopting Ind AS 115 "Revenue from Contracts with Customers" with effect from 01.04.2018 resulting in reversal of earlier profits Rs. 117519 lakhs in retained earnings as at 01.04.2018). Our audit procedures to assess the going concern of the Company in view of the liquidity issues being faced by the Company included the following:
Inquire of management as to its knowledge of events or conditions and related business risks beyond the period of assessment used by management that may cast doubt on the entitys ability to meet its financial commitments continue as a going concern.
As a result, accumulated losses exceed the share capital and free reserves of the Company. Due to recession in the industry, the Company continues to face liquidity issues due to multiple repayment and statutory obligations. These events or conditions indicate that there are conditions existing that may have some impact on the Companys ability to continue as a going concern.
Analysis and discussion of cash flow, profit, and other relevant forecasts with management.
In view of management facing liquidity issues the management has taken various initiatives to revive their liquidity position and in view of its confidence in achieving these initiatives the accounts have been prepared on the same accounting assumptions. Reading of minutes of the meetings of shareholders, board of directors, and other important committees for reference to financing difficulties.
Obtaining written representation from management concerning plans for future action whose outcome is expected to mitigate the situation.

We have determined that there are no other key audit matters to communicate in our report.

Information other than the standalone financial statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditors report thereon. The Annual report is expected to make available to us after the date of this Auditors Report.

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

Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the 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 financialstatements, 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. Those Board of Directors are also 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 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 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 relatedtoeventsorconditionsthatmaycastsignificantdoubt 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 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 financialstatements, 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 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 for the financial year ended March 31, 2019 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 of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure 1", a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report 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 balance sheet, the statement of profit and loss including other comprehensive income, the cash flow statement and statement of changes in equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(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 with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

(h) 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements refer note 39 to the standalone 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.

Annexure 1 to the Independent Auditors Report to the Members of Ansal Properties & Infrastructure Limited dated May 30, 2019.

Report on the matters specified in paragraph 3 of the Companies (Auditors Report) Order, 2016 ("the Order) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of ‘Report on Other Legal and Regulatory Requirements section.

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

(b) The Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. All the fixed assets identified during the year for verification have not been physically verifiedby the management. However, discrepancies noticed during physical verification have been recorded and accounted for in the books of account to the extent of verification carried out.

(c) In our opinion, and according to the information and explanations given to us, the title deeds of immovable properties are held in the name of the Company.

ii. The management of the Company has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

iii. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3(iii) of the Order are not applicable to the Company.

(b) Since there are no such loans, the comments regarding repayment of the principal amount & interest due thereon and overdue amounts are not required.

iv. In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Act, to the extent applicable, in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

v. a. During the previous year, the Company has filedwith Company Law Board (CLB) a scheme for extension of time for repayment of its fixed deposits. CLB had approved extension of time for repayment of fixeddeposits with certain conditions vide order dated December 30, 2014 and April 28, 2016 under section 74(2) of the Act. As per National Company Law Tribunal Order dated January 13, 2017, April 5, 2018 and May 31, 2018, in response to an application filed by the Company, as amended/extended from time to time, the Company was required to repay Rs. 200 lakhs per month as per revised schedule. As on March 31, 2019 an amount of Rs. 308 Lakhs is overdue on account of what was payable as per schedule. Next date of hearing is July 25, 2019. Further, provisions of section 73 to 76 or any other relevant provisions of the Act, whichever is applicable have been complied by the Company (refer para ‘bof Emphasis of Matter para of the main independent auditors report).

b. Further, as per section 73(2) of the Act read with Order of National Company Law Tribunal (NCLT) dated 30 April 2014, the Company is required to deposit at least 6% of the amount of Public deposits maturing during the next following financial years before April 30, 2019 and be kept in a schedule bank in a separate bank account as liquid funds and shall not be utilized for any purpose other than repayment of Public Deposits. However, the Company has not deposited such amounts aggregating to Rs. 597 lakhs with the Schedule Bank.

vi. The Central Government has prescribed for maintenance of Cost Accounting records pursuant to the requirements of sub-section (1) of section 148 of the Act with regard to the activities of the Company. The Company is in the process of making and maintaining those records. However, we are not required to carry out a detailed examination of the same.

vii. a. According to the records of the Company examined by us and the information and explanations given to us, the Company is generally irregular in depositing its undisputed statutory dues including Provident Fund,Employees State Insurance, Income tax, Sales tax, duty of custom,value added tax, cess, goods and service tax and other material statutory dues, wherever applicable, with the appropriate authorities during the year. There are no such undisputed statutory dues payable for a period of more than six months from the date they became payable as at March 31, 2019 except Tax Deducted at Source of Rs. 265.85 Lakhs and Work contract tax of Rs. 52.47 Lakhs.

b. According to the information and explanations given to us and as per the books and records examined by us, details of dues of income tax, sales tax, value added tax, service tax, goods and service tax (GST), duty of customs, duty of excise which have not been deposited with the appropriate authorities on account of any dispute and the forum where the dispute is pending, are as under:

Name of the statute Nature of dues Amount in Rs. (Lakhs) Assessment Year Forum where the dispute is pending
Income Tax Act, 1961 Income Tax 0.74 2006-07 Commissioner of Income Tax (Appeals), New Delhi
Income Tax Act, 1961 Income Tax 230.59 2007-08 Commissioner of Income Tax (Appeals), New Delhi
Income Tax Act, 1961 Income Tax 179.77 2009-10 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 2421.21 2010-11 Commissioner of Income Tax (Appeals), new Delhi
Income Tax Act, 1961 Income Tax 507.40 2011-12 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 243.77 2012-13 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 165.77 2013-14 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 336.17 2014-15 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 1221.16 2015-16 Commissioner of Income Tax (Appeals), New Delhi
Income Tax Act, 1961 Income Tax 1357.00 2016-17 Commissioner of Income Tax (Appeals), New Delhi
Income Tax Act, 1961 Income Tax 16.71 2017-18 Commissioner of Income Tax (Appeals), New Delhi
Income Tax Act, 1961 Income Tax 1240.00 1988-1989 to 2014-2015 Supreme Court
Sales Tax Act UP Sales Tax 539.67 2012-13 Commercial Tax Tribunal Range-II, Ghaziabad
Sales Tax Act UP Sales Tax 15.68 2013-14 Commercial Tax Tribunal Range-II, Ghaziabad
Sales Tax Act UP Sales Tax 32.37 2014-15 Commercial Tax Tribunal Range-II, Ghaziabad
Sales Tax Act Haryana Sales Tax 8.73 2003-04 Joint Excise & Taxation Commissioner Haryana Gurgaon
Sales Tax Act Haryana Sales Tax 24.64 2010-11 For Demand Tax Sales Tax Tribunal Chandigarh (Haryana) & Interest Joint Excise and Taxation Commissioner Haryana Gurgaon
Sales Tax Act Haryana Sales Tax 6.71 2014-15 Excise and Taxation Officer Gurgaon
Sales Tax Act Haryana Sales Tax 702.71 2015-16 Excise and Taxation Officer Gurgaon
Sales Tax Act Delhi Sales Tax 4.47 1999-2000 Joint Commissioner, Special Zone, Delhi
Wealth Tax Act, 1957 Wealth Tax 0.45 1992-1993 Asstt. Commissioner of Wealth Tax, New Delhi
Wealth Tax Act, 1957 Wealth Tax 0.50 1997-1998 Deputy Commissioner of Wealth Tax, New Delhi
Wealth Tax Act, 1957 Wealth Tax 0.96 2000-2001 Deputy Commissioner of Wealth Tax, New Delhi
Finance Act, 1994 Service tax demand on corporate guarantee commission 1008.64 2017 Principal Commissioner of Central Goods and Services Tax

viii. On the basis of the audit procedures performed by us, the information & explanations furnished, and representations made by the management, the Company has made defaults in repayment of dues including interest to banks and financial institutions. The defaults which have remained outstanding at the year-end are given in the table below. There are no outstanding debentures at year end and the Company has not taken any loan from government.

a. Defaults in repayment of dues to bank and financial institutions existing as at March 31, 2019 are as under:

Particulars Period of delay (As at March 31, 2019)
1 - 31 Days* 32 - 60 Days 61 - 89 Days 90- 182 Days Above 183 Days Total
Term loans from banks
Against principal Amount
Bank of Maharashtra Lucknow - - - - 204.24 204.24
Bank of Maharashtra - Delhi - - - - 3568.54 3,568.54
Bank of India - - 100.00 100.00 200.00 400.00
Indian Bank - - - - 3,327.14 3,327.14
Allahabad Bank - - - - 10,664.07 10,664.07
Against Interest
Bank of Maharashtra Lucknow 2.78 2.51 2.78 9.60 114.09 131.76
Bank of Maharashtra - Delhi 47.89 44.02 49.53 147.20 1,414.45 1,703.09
Bank of India 9.93 8.97 9.93 29.47 25.97 84.27
Indian Bank 45.72 41.30 45.72 135.69 883.95 1152.38
Allahabad Bank 141.84 129.73 138.39 431.85 2,438.88 3,280.69
Term Loans from Financial Institutions
Against Principal Amount
Housing Development Finance
28.02 12.83 - - - 40.85
Corporation
DMI Finance Private Limited 147.59 - - - - 147.59
Capital India Finance - - - - - -
IL&FS Financial Services Limited - 1,000.00 - 1,000.00 1,550.00
3,550.00
Against Interest
DMI Finance Private Limited 33.44 55.65 25.37 8.13 122.59
Capital India Finance Limited - - - - - -
Housing Development Finance Corporation 10.52 10.66 - - - 21.18
IL&FS Financial Services Limited 162.98 125.27 - - - 288.25

b. Defaults in repayment of dues to inter Company deposits existing as at March 31, 2019 are as under:

Particulars Period of Delay (as at March 31, 2019)
1 - 31 Days 32 - 60 Days 61 - 89 Days 90- 182 Days Above 183 Days Total
Inter Company Deposits
Dalmia Group Holdings - - - - 140.00 140.00
Charismatic Infratech Pvt. Ltd. 37.44 - - - - 37.44
C. R. Foods India Pvt. Ltd. - - - - 90 90
Kailash Realtors Pvt. Ltd. 2.88 - - - - 2.88
Against Interest
Dalmia Group Holdings 2.50 2.26 2.50 7.41 77.97 92.64
Sainik Finance & Industries Ltd. - - - - 3.75 3.75
Kailash Realtors Pvt. Ltd. 9.45 - - - - 9.45

ix. In our opinion, and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer / further public offer. Further, the term loans raised during the year by the Company have been generally applied for the purpose for which the said loans were obtained and for overall project related activity in general.

x. In our opinion, and according to the information and explanations given to us, we report that no fraud by the Company or on the Company by the officers and employees of the Company has been noticedyear orreported duringthe .

xi. In our opinion, and according to the information and explanations given to us, managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 of the Act read with Schedule V to the Act.

xii. The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

xiii. In our opinion, and according to the information and explanations given to us during the course of audit, transactions with the related parties are in compliance with section 177 and section 188 of the Act, where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable Indian Accounting Standards.

xiv. According to the information and explanations given to us and on an overall examination of the books of account, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit and hence not commented upon.

xv. In our opinion, and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in Section 192 of the Act.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

Annexure 2 to the Independent Auditors Report to the Members of Ansal Properties & Infrastructure Limited dated May 30, 2019 Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") as referred to in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements section

We have audited the internal financial controls over financial reportingof Ansal Properties & Infrastructure Limited ("the Company") as of March 31, 2019 in conjunction with our audit of the standalone 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 internalfinancialcontrols based on "the internal control overfinancialreporting 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 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 Act.

AuditorsResponsibility

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 ICAI and deemed to be prescribed under section 143(10) controls, both applicable to an audit of Internal Financial oftheAct,to theextent applicabletoanauditofinternal financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 established and maintained and if such controls operated adequate internal financial effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining 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 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 over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financialreporting includes those policies and procedures that: a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and c) 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 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 the internal financial control 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, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2019,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 S.S.KOTHARI MEHTA &COMPANY
Chartered Accountants
Firms Registration No. 000756N
SUNIL WAHAL
Partner
Membership No. 087294
Place: New Delhi
Date: May 30, 2019