indus towers ltd share price Auditors report


To The Members of

Indus Towers Limited (formerly Bharti Infratel Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Indus Towers Limited (formerly Bharti Infratel Limited) ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2023 and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and 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 March 31, 2023, its profit, its total comprehensive income, its changes in equity and its cash flows for the year then ended.

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.

Emphasis of Matter

Material uncertainty at one of the largest customers of the Company and its consequential impact on Companys business operations

We draw attention to note 48 of the standalone financial statements, which describes the impact on business operations, receivables, property, plant and equipment and financial position of the Company on account of one of the largest customers financial conditions and its ability to continue as a going concern.

The customers assumption of going concern is essentially dependent on its ability to raise additional funds as required and successful negotiations with lenders and vendors for continued support and generation of cash flow from its operations that the said customer needs to settle its liabilities as they fall due. Our opinion is not modified in respect of the above matter.

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 Matters Auditors Response
1 Revenue recognition accuracy of revenue recorded Principal audit procedures performed:
We identified revenue recognition as a key audit matter because there is a risk around the accuracy of revenue recorded at rates other than the approved contracts / agreements. This is because the Companys billing systems are complex and process large volume of data, including combination of different components of revenue. Our audit approach consisted evaluation of design and implementation of controls, and testing the operating effectiveness of the internal controls over:
• Capturing and recording of revenue transactions;
• Authorisation of rate changes and input of the rate changes into the billing systems;
Further, the Company has multiple reconciliation matters with their customers and the Company uses significant estimates and judgements to assess the adequacy of any uncertainty involved with respect to potential reversal of revenue in future. • Preparation and validation of the billing schedule;
• Calculations of amounts billed to operators, in line with underlying supporting documents; and
• Assessment of adequacy of revenue reversals.
We tested a sample of invoices issued to operators to ensure that the revenue recorded are agreeing to the relevant underlying supporting documentation. We also performed substantive analytical procedures to test the recorded rental revenue.
(Refer to notes 4.1(i) and 24 to the standalone financial statements)
We involved our internal IT specialists to test IT general controls and application specific controls surrounding billing system, including testing of system generated reports used in our audit.
We challenged management estimates around appropriateness of revenue recognition and reversals of revenue in future on account of uncertainty by examining empirical data and historical trend of negotiation patterns with the customers.
2 Recognition of revenue and recoverability of receivables from one of largest customers of the Company ("the Customer") Principal audit procedures performed:
We tested the design and implementation and operating effectiveness for internal controls around:
The Customer accounts for substantial part of revenue from operations for the year ended March 31, 2023 and constitutes a significant part of outstanding trade receivables and unbilled revenue as at March 31, 2023. • assessment of recognition of revenue (including unbilled revenue) from the Customer; and
• evaluation relating to the adequacy of allowances while assessing the recoverability of receivables from the Customer.
The Customer in its published unaudited financial results for the quarter and nine months ended December 31, 2022 had indicated that its ability to continue as a going concern is dependent on its ability to raise additional funds as required, successful negotiations with lenders and vendors for continued support and generation of cash flow from operations that the said customer needs to settle its liabilities as they fall due. We challenged management judgements and estimation around the uncertainties involved in ultimate collectability of revenue (including unbilled revenue) from the customer and appropriateness of revenue recognised by the Company.
We challenged the adequacy of allowances while assessing the recoverability of receivables from the Customer considering the latest developments, public information on funding plan, financial results, public news related to the Customer and the various correspondences made with the Customer during the year.
The matter has been identified as key audit matter due to the significance of matter and involvement of significant judgements and estimation around appropriateness of revenue to be recognized by the Company for services rendered to the Customer and assessment relating to the adequacy of allowances while evaluating the recoverability of receivables.
We obtained the copy of payment plans agreed with the Customer and evaluated the collection patterns over revenue recognised to assess whether collections have been received as per the agreed plan.
(Refer to note 48 to the standalone financial statements and emphasis of matter paragraph included above)
Key Audit Matters Auditors Response
3 Contingent Liabilities and Provisions: Disputed tax matters Principal audit procedures performed:
The Company is subjected to a number of significant income tax litigations and indirect tax litigations ("litigations") which are in appeal before various judicial forums. Our audit procedures included evaluation of design and implementation of controls and testing of operating effectiveness of the companys controls over identification of litigations and evaluation of possible outcomes around litigations.
The eventual outcome of these litigations is uncertain and the positions taken by the management are based on the application of significant judgement and estimation. We obtained the list of litigations from the management and reviewed their assessment of the likelihood of outflow of economic resources being probable, possible or remote in respect of these litigations.
The review of these matters requires application and interpretation of tax laws and reference to applicable judicial pronouncements. We involved our internal direct and indirect tax specialists, who obtained an understanding of the current status of the litigations, conducted discussions with the management, reviewed independent legal advice obtained by management, if any, and considered relevant legal provisions and available precedents to challenge managements underlying assumptions in estimating the possible outcome of these litigations.
Given the uncertainty and application of significant judgment in this area in terms of the eventual outcome of litigations, we determined this to be a key audit matter.
(Refer to notes 4.1(p)(ii) and 36(b) to the standalone financial statements) We also assessed the adequacy and appropriateness of the disclosures made by the management in the notes to the standalone financial statements.

Information Other than the 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 Business Responsibility and Sustainability Report, Management Discussion and Analysis

Report, Boards Report including Annexures to the Boards

Report and Report on Corporate Governance, but does not include the consolidated financial statements, standalone financial statements and our auditors reports 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 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.

Responsibilities of Management and Those Charged with Governance 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 including other comprehensive income/loss, 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 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 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Companys Board of Directors are also responsible for overseeing the Companys financial reporting process.

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 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)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements 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.

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 standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) 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 standalone 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 financial 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 Section 143(3) of the Act, based on our audit, 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income/loss, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, 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 with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to the standalone financial statements.

g) With respect to the other matters to be included in the 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 information 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 section 197 of 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 36(b) of 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. Refer note 44 of the standalone financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. Refer note 45 of the standalone financial statements.

iv. (a) The Management has represented that, to the best of its knowledge and belief, 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. Refer note 49 of the standalone financial statements.

(b) The Management has represented that, to the best of its knowledge and belief, 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. Refer note 49 of the standalone financial statements.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year. Refer note 13b of the standalone financial statements relating to interim dividend for the previous year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 as amended is not applicable for the financial year ended March 31, 2023.

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

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

We have audited the internal financial controls with reference to the standalone financial statements of Indus Towers Limited (formerly Bharti Infratel Limited) ("the Company") as at March 31, 2023, in conjunction with our audit of the standalone financial statements of the Company as at and 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 with reference to the standalone financial statements based on the internal control with reference to the standalone financial statements 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") (the "Guidance note"). 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 the standalone financial statements of the Company based on our audit. We conducted our audit in accordance with the Guidance Note 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 with reference to the standalone financial statements. 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 the standalone financial statements 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 with reference to the standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to the standalone financial statements included obtaining an understanding of internal financial controls with reference to the standalone financial statements, 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 with reference to the standalone financial statements.

Meaning of Internal Financial Controls with reference to the financial statements

A Companys internal financial control with reference to the financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to the financial statements 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 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 financial statements.

Inherent Limitations of Internal Financial Controls with reference to the financial statements

Because of the inherent limitations of internal financial controls with reference to the financial statements, 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 the financial statements to future periods are subject to the risk that the internal financial control with reference to the financial statements 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, 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 with reference to the standalone financial statements and such internal financial controls with reference to the standalone financial statements were operating effectively as at March 31, 2023, based on the criteria for internal financial control with reference to the standalone financial statements established by the Company considering the essential components of internal control stated in the Guidance Note.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report to the members of Indus Towers Limited (formerly Bharti Infratel Limited))

In terms of the information and explanations sought by us and given 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) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment, capital work-in-progress, and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a program of verification of property, plant and equipment, capital work in-progress and right-of-use assets so to cover all the items once every 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain property, plant and equipment were due for verification during the year and were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) Based on our examination of the title deed/conveyance deed provided to us, we report that the title deeds of all the immovable properties disclosed in the standalone financial statements included in property, plant equipment, other than those that have been taken on lease, are held in the name of the Company as at the balance sheet date. In respect of immovable properties that have been taken on lease and disclosed in the standalone financial statements as Right of use assets as at the balance sheet date, the lease agreements are duly executed in favour of the Company.

(d) The Company has not revalued any of its property, plant and equipment including Right of use assets and intangible assets during the year.

(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) The Company does not have any inventory and hence reporting under clause (ii)(a) of the Order is not applicable.

(b) According to the information and explanations given to us, the Company has not obtained any working capital facility from banks or financial institutions on the basis of security of current assets and hence, reporting under clause (ii)(b) of order is not applicable.

(iii) (b) The Company has granted unsecured loans (excluding loans to employees) during the year and details of which are given below:

(Rs. In million)

Aggregate amount granted / provided during the year
- Wholly owned subsidiary 46
- Controlled Trust (Indus Towers Employees Welfare Trust) 75
Balance outstanding as at balance sheet date in respect of above cases:*
- Wholly owned subsidiary 104
- Controlled Trust (Indus Towers Employees Welfare Trust) 140

* The amounts reported are at gross amounts, without considering provisions made.

The Company has not made any investments and not provided any guarantee or security and advances in the nature of loan to any other entity during the year

(b) The term and conditions of the grant of all the above-mentioned loans, during the year are, in our opinion (considering the subsidiary is wholly owned by the Company and Controlled Trust), prima facie, not prejudicial to the Companys interest.

(c) The Company has granted loans to its wholly owned subsidiary which are repayable on demand. During the year the Company has not demanded such loans.

Having regard to the fact that the repayment of principal (interest free loans) has not been demanded by the Company, in our opinion the principal amount is not due and is considered regular (Refer reporting under clause (iii)(f) below). Further, loans granted to Controlled Trust are in relation to employees stock option plan (Refer note 34 of the standalone financial statements).

(d) According to information and explanations given to us and based on the audit procedures performed, in respect of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance sheet date.

(e) None of the loans granted by the Company have fallen due during the year.

(f) The Company has granted Loans which are repayable on demand, details of which are given below:

(Rs. In million)

Particulars Related Parties*
Aggregate of loans
- Repayable on demand 104
Percentage of loans to the total loans 43%

* The amounts reported are at gross amounts, without considering provisions made.

(iv) According to information and explanation given to us, the Company has not granted any loans, made investments or provided guarantees or securities that are covered under the provisions of sections 185 or 186 of the Companies Act, 2013, and hence reporting under clause (iv) of the Order is not applicable.

(v) The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause (v) of the Order is not applicable.

(vi) The maintenance of cost records has not been specified for the activities of the Company by the Central Government under section 148(1) of the Companies Act, 2013.

(vii) (a) Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees State Insurance, Income-tax, cess and other material statutory dues applicable to the Company have been regularly deposited by it with the appropriate authorities in all cases during the year. We have been informed that the provisions of the Sales Tax, Service Tax, Duty of Excise, Custom Duty and Value Added Tax are not applicable to the Company.

There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees

State Insurance, Income-tax, cess and other material statutory dues in arrears as at March 31, 2023 for a period of more than six months from the date they became payable.

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

Name of Statute Nature of dues Period to which the amount relates Forum where dispute is pending Amount unpaid (Rs. in million)
Indian Stamp Act, 1899 Stamp Duty FY 2017-18 District Court Patiala House, New Delhi 9
Indian Stamp Act, 1899 Stamp Duty FY 2014-15 Rajasthan High Court, Jaipur 25
Indian Stamp Act, 1899 Stamp Duty FY 2007-08 Chief Controlling Revenue Authority, Allahabad *
Indian Stamp Act, 1899 Stamp Duty FY 2005-06 Bombay High Court 121
Indian Stamp Act, 1899 Stamp Duty FY 2013-14 Allahabad High Court *
Sub Total (A) 155
Name of Statute Nature of dues Period to which the amount relates Forum where dispute is pending Amount unpaid (Rs. in million)
Assam Entry Tax Act, Jammu and Kashmir Entry Tax Act, Madhya Pradesh Entry Tax Act, Himachal Pradesh Entry Tax Act, Orissa Entry Tax Act, Rajasthan Entry Tax Act and Nagaland Entry Tax Act Entry Tax From FY 2007-08 to FY 2015-16 Honble High Court 349
Bihar Entry Tax Act, Madhya Pradesh Entry Tax Entry Tax FY 2014-15 and FY 16-17 Additional Commissioner Commercial Tax 51
Madhya Pradesh Entry Tax Act, Orissa Entry Tax Act Entry Tax FY 2007-08 to FY 2012-13 Tribunal 66
Assam Entry Tax Act Entry Tax FY 2014-15 Assistant Commissioner of Taxes *
Uttar Pradesh Entry Tax Act Entry Tax FY 2008-09 and FY 2009-10 Deputy Commissioner *
Sub Total (B) 466
West Bengal GST Act Shortfall in GST FY 2018-19 Add. Commissioner of Revenue, Govt. of West Bengal 860
Bihar Goods and Service Tax Act Disallowance of ITC FY 2017-18 to FY 2018-19 Tribunal 873
Bihar Goods and Service Tax Act Disallowance of ITC FY 2019-20 Add. Commissioner State- Tax, Patliputra Circle 295
The Central Sales Tax Act, 1956, Gujarat Non submission of C forms and F Forms FY 2014-15 to FY 2017-18 Appellate Authority 133
The Central Sales Tax Act, 1956, Tamil Nadu Non submission of C forms and F Forms FY 2012-13 Assistant Commissioner 9
The Central Sales Tax Act, 1956, Kerala Non-submission of "C" Forms and Deemed Sales matter FY 2014-15 to FY 2017-18 Joint Commissioner (Appeals) 14
The Central Sales Tax Act, 1956, Punjab, Haryana, Jharkhand, Madhya Pradesh & UP Non-submission of statutory forms FY 2012-13 to FY 2016-17 Respective sales tax authorities 8
Kerala VAT VAT FY 2014-15 Joint Commissioner (Appeals) 75
Kerala VAT VAT FY 2015-16 and FY 2016-17 Joint Commissioner (Appeals) 28
Kerala VAT VAT FY 2008-09 DC(A) *
Arunachal Pradesh VAT VAT FY 2015-16 Appellate Authority *
Uttar Pradesh, Chhattisgarh & Jharkhand VAT VAT FY 2008-09, FY 2010-11, FY 2011-12 FY 2016-17 and FY 2017-18 Respective sales tax authorities 1
Bihar Value Added Tax Act, 2005 VAT FY 2014-15 Joint Commissioner *
The Gujarat Value Added Tax, 2003 VAT on service Revenue FY 2011-12 to FY 2014-15 Honble Supreme Court of India 4,525
The Gujarat Value Added Tax, 2003 VAT on service Revenue FY 2014-15 to FY 2017-18 Appellate Authority 14,133
Sub Total (C) 20,954
Name of Statute Nature of dues Period to which the amount relates Forum where dispute is pending Amount unpaid (Rs. in million)
U P Zila Panchayat Adhiniyam Alleged Dues for recurring license fee on operation of mobile towers in the jurisdiction of Lalitpur Zila Panchayat FY 2017-18 Allahabad High Court 1
Uttar Pradesh Municipal Corporation Act, 1959 License Fees FY 2019-20 Allahabad High Court 534
Telecom Policy dt. 06.02.2017 MC Fee Payment FY 2010-11 to FY 2021-2022 Jaipur Municipal Corporation (Greater), Jaipur 38
Karnataka Municipal Corporation Act, 1976 Municipal Tax FY 2015-16 to FY 2022-23 High Court of Karnataka 2
Karnataka Panchayat Raj (2nd Amendment) Act, 2015 Municipal Tax FY 2015-16 to FY 2022-23 High Court of Karnataka 100
The Maharashtra Land Revenue Code, 1966 (MLRC) Non-Agricultural Tax/ Penalty FY 2008-09 to FY 2021-22 Bombay High Court 363
MMC, MLRC, Maharashtra, Municipal Councils, Nagar Panchayats And, Industrial Townships, Act, 1965, BVP Penalty/Interest for alleged unauthorized construction and Land Conversion Tax of towers FY 2008-09 to FY 2021-22 Different Concerned Local Authorities of Maharashtra 1,435
Maharashtra Municipal Council Penalty/Interest for alleged unauthorized construction of towers FY 2015-16 to FY 2021-22 District Court *
Maharashtra Municipal Corporation Act, 1949 (MMC) Penalty/Interest for alleged unauthorized construction of towers FY 2008-09 to FY 2021-22 Bombay High Court 6,052
Maharashtra Municipal Corporation Act, 1949 (MMC) Penalty/Interest for alleged unauthorized construction of towers FY 2010-11 to FY 2021-22 Panvel Municipal Corporation 20
Bombay Municipal Corporation, 2015 Permission fee FY 2010-11 to FY 21-22 Bombay High Court 203
Office Order dated 14/12/2018 passed by MBMC Permission fee FY 2010-11 to FY 21-22 Bombay High Court 22
AP Municipal Corporation Act, 1994 Property tax FY 2012-13 High Court of Telangana 1
Delhi Municipal Corporation Act, 1957 Property tax FY 2004-05 to FY 2012-13 Delhi High Court 266
Gujarat Provincial Municipal Corporations Act, 1949 & Municipal Taxation Act, 1881 Property Tax FY 2013-14 to FY 2016-17 Gujarat High Court 199
Gujarat Panchayat Act, 1993 & Gujarat Gram and Nagar Panchayat Taxes Rule Property Tax FY 2008-20 Gujarat High Court 14
The Bombay Village Panchayat Act, 1958 (BVP) Property Tax and Penalty/Interest FY 2008-09 to FY 2021-22 Bombay High Court 374
Gujarat Industrial Development Corporation Act Property Tax, Sublet Charges, installation charges and Penalty FY 2004-05 to FY 2022-23 Gujarat High Court 197
Punjab Telecom policy dated 05.12.2013 Tower Fees FY 2015-16 Punjab and Haryana High Court, Chandigarh 5
Name of Statute Nature of dues Period to which the amount relates Forum where dispute is pending Amount unpaid (Rs. in million)
Communication and Connectivity Infrastructure Policy (CCIP) - 2017 Tower/Permission Fees FY 2021-22 Punjab and Haryana High Court, Chandigarh 9
Bihar Communication Towers and Related Structure Rules, 2012 (Rules 2012) Towers Fees FY 2014-15 to FY 2022-23 Different Concerned Local Authorities of Bihar 50
Sub Total (D) 9,385
The Finance Act, 1994 Disallow Cenvat taken on input/capital good FY 2014-15 to FY 2015-16 The Custom, Excise and Service Tax Appellate Tribunal, Chandigarh 150
The Finance Act, 1994 Service Tax on Capital Goods FY 2007-08 to FY 2015-16 Honble Supreme Court of India 35,392
The Finance Act, 1994 Service Tax on sale of Capital Goods FY 2015-16 to FY 2017-18 The Custom, Excise and Service Tax Appellate Tribunal, Chandigarh 1,032
The Finance Act, 1994 Service Tax on Service Revenue FY 2009-10 to FY 2017-18 The Custom, Excise and Service Tax Appellate Tribunal, Chandigarh 2,463
Sub Total (E) 39,037
The Income Tax Act, 1961 Income Tax FY 2009-10 to 2013-14 and FY 2015-16 to FY 2017-18 CIT(A)-31 34,578
The Income Tax Act, 1961 Income Tax FY 2016-17 to FY 2018-19 National Faceless Appeal Authority and ITAT 331
The Income Tax Act, 1961 Income Tax FY 2019-20 High Court 1091
The Income Tax Act, 1961 Income Tax FY 2020-21 High Court 11,544
Sub Total (F) 47,544
Grand Total (A+B+C+D+E+F) 117,541

The above- mentioned figures represent the total disputed cases without any assessment of Probable, Possible and Remote, as done in case of Contingent Liabilities. Of the above cases, total amount deposited in respect of the Service Tax is Rs. 3,040 million, Income Tax is Rs. 3,040 million, VAT is Rs. 15 million, Entry Tax is Rs. 673 million, CST is Rs. 9 million, GST is Rs. 254 million and Municipal Tax/ property tax/ stamp duty is Rs. 463 million. * - Less than Rs. 1 Million

(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

(ix) (a) In our opinion, 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) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) To the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied by the Company during the year for the purposes for which the loans were obtained.

(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiary company. The Company does not have investment in associates and joint ventures.

(x) (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause (x)(a) of the Order is not applicable. According to the information and explanations given to us, the Company has issued non-convertible debentures during the year by way of private placement.

(b) During the year the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause (x)(b) of the Order is not applicable to the Company. According to the information and explanations given to us, the Company has issued non-convertible debentures during the year by way of private placement.

(xi) (a) To the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

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

(c) We have taken into consideration the whistle blower complaints received by the Company during the year and provided to us, when performing our audit.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 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) (a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered, the internal audit reports issued to the Company during the year covering specific processes and periods scoped in for internal audit as per internal audit plan in the financial year ended on March 31, 2023.

(xv) In our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company. (xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Hence, reporting under clause (xvi)(a), (b) and (c) of the Order is not applicable.

(b) As informed by the promoters of the Company, the promoter group has more than one CIC as part of the group. There are 3 CICs forming part of the promoter group.

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

(xviii)There has been no resignation of the statutory auditors of the Company during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and 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 at the date of the audit report indicating that 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) (a) In respect of other than ongoing projects, the Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with second proviso to sub-section (5) of section 135 of the said Act. Accordingly, reporting under clause (xx)(a) of the Order is not applicable for the year.

(b) In respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount, to a Special account before the date of this report and within a period of 30 days from the end of the financial year in compliance with the provision of section 135(6) of the Act.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firms Registration No. 117366W/W-100018)
Anup Kumar Sharma
(Partner)
Place: Gurugram (Membership No. 063828)
Date: April 26, 2023 (UDIN: 23063828BGXOWH1922)