IVRCL Ltd Directors Report.

To the Members of

IVRCL Limited

Report on the Audit of the standalone Financial Statements

Disclaimer of Opinion

We were engaged to audit the accompanying standalone financial statements of IVRCL Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2020, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information for the year then ended in which are incorporated the unaudited returns of all the branches of the Company for the year ended on that date. We do not express an opinion on the accompanying standalone financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

Basis for Disclaimer of Opinion

We refer to following notes to standalone financial statements:

a. Note 38 to the standalone financial statements, in respect of preparation of financial statements of the Company has incurred a net loss of Rs 19,974.27 Million resulting in to accumulated losses of Rs 77,168.97 Million as at March 31, 2020 and erosion of its Net worth. The Company has obligations towards fund based borrowings aggregating to Rs 107,314.79 Million and non-fund based exposure aggregating to Rs 7,281.53 Million, operational creditors and statutory dues, subject to reconciliation/verification and confirmation as stated in note below, that have been demanded/recalled by the financial/operating creditors pursuant to ongoing Liquidation process as going concern, obligations pertaining to operations including unpaid creditors and statutory dues as at March 31, 2020. The Companys ability to continue as going concern is depend upon many factors including continued support from the financial creditors, operational creditors and submission of vi able revival plan by the prospective investor/bidder. As the Company received a bid under E-Auction process for the sale of the Company as going concern from M/S.GABS MEGACORP LIMITED which is approved by the stakeholders of the company, in the opinion of the management, the company will continue its operations and the above results have been prepared on the basis that the Company is Going Concern and however, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The ultimate outcome of these matters is at present not ascertainable. Accordingly, we are unable to comment on the consequential impact, if any, on the accompanying the Statement.

b. Note 39 to the standalone financial statements, in respect of recognition of deferred tax asset on account of carry forward unused tax losses and other taxable temporary differences aggregating to Rs 9570.59 Million. As the company is a going concern by the Order of NCLT dated 26th July 2019 with corrigendum order issued on July 31, 2019 and received a bid under E-Auction process for the sale of the Company as going concern from M/S.GABS MEGACORP LIMITED which is approved by the stakeholders of the company and based on unexecuted orders in hand, the management of the company is confident that sufficient future taxable income will be available against which such deferred tax asset will be realized. However, in our opinion, in absence of convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realized, such recognition is not in accordance with Indian Accounting Standard 12 "Income Taxes" (Ind AS 12). Had the aforesaid deferred tax assets not been recognised, loss after tax for the year ended March 31, 2020 would have been higher by Rs 9570.59 Million and other equity would have been lower by Rs 9570.59 Million.

c. Note 40 to the standalone financial statements, in connection with the existence of material uncertainties over the realizability of bank guarantees encashed by customers, unbilled revenue, trade receivables and withheld amount aggregating to Rs 25,195.38 million included in financial and other assets which are past due/subject matters of various disputes /arbitration proceedings/ negotiations with the customers and contractors due to termination / foreclosure of contracts and other disputes. The management is yet to assess the change in risk of default and resultant expected credit loss allowance on such assets. Had the aforesaid assets been provided for impairment, loss after tax for the year ended on March 31, 2020 would have been higher by Rs 25,195.38Million, other equity would have been lower by Rs 25,195.38 Million.

d. Note 41 to the standalone financial statements, in respect of investment of Rs 12,063.29 million in subsidiaries engaged in BOT and other projects, which are under disputes with the concessionaire, and other subsidiaries that have significant accumulated losses as at March 31, 2020. In absence of fair valuation of these Investments, we are unable to comment upon the carrying value these investments and the consequential impact, if any, on the accompanying standalone financial statements.

e. Note 42 to the standalone financial statements, in respect of loans and advances of Rs 7381.17 Million given to subsidiary Companies, associate, net receivable against development rights, various sub-contractors, vendors and other parties. These advances, having regard to financial position of such subsidiary companies and age of such advances, in our opinion, are doubtful of recovery. The management is yet to assess the change in risk of default and resultant expected credit loss allowance on such loans and advances. Had the aforesaid assets been provided for impairment, loss after tax for the year ended on March 31, 2020 would have been higher by Rs 7381.17 Million, other equity would have been lower by Rs 7381.17 Million.

f. Note 38 and 43 to the standalone financial statements, in respect of various claims, submitted by the financial creditors (including claims towards fund based and non-fund based exposure and claims on behalf of subsidiary companies and other parties), operational creditors, workmen or employee and authorized representative of workmen and employees of the Company to the Liquidator pursuant to the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulation 2016, that are currently under consideration/reconciliation. Pending reconciliation/admission of such claims by the Liquidator, we are unable to comment on the consequential impact, if any, on the accompanying statement;

g. Note 45 to the standalone financial statements, in respect of non-availability of confirmations of bank balances, trade receivables including retention, loans and advances, borrowings, trade payable and other payables. In absence of alternative corroborative evidence, we unable to comment on the extent to which such balances are recoverable.

h. Note 46 to the standalone financial statements, in respect of non-availability of physical verification reports of fixed assets and inventories aggregating to Rs 1,532.20 million (Written down value as at March 31, 2020) and Rs 520.57 million respectively as at March 31, 2020 and no provision for impairment has been made for the reasons stated therein. In absence of any alternative corroborative evidence, we are unable to comment on the recoverability of the same.

i. Note 47 to the standalone financial statements, in respect of balances available with statutory authorities and input credits aggregating to Rs 1,991.26 million that are subject to reconciliation, filing of return and admission by the respective statutory authorities and no provision has been made thus, we are unable to comment whether any provision for impairment in the value of advances is required.

j. Note 23 to the standalone financial statement, in respect of periods of default in repayment of borrowing and interest have not been provided to compliance the minimum presentation and disclosure requirement as per the schedule III of the Companies Act, 2013.

k. In view of the matters stated above except para j of Basis for Disclaimer of Opinion, we are unable to obtain sufficient appropriate audit evidences regarding the extent of the loss allowance/impairment or potential liability to be recognised, if any, and the consequential impact on the standalone financial statements as at and for the year ended March 31, 2020. The matter stated above in para j of Basis for Disclaimer of Opinion Rs give rise to the inappropriateness of use of generally accepted accounting principles that are applicable to the minimum presentation and disclosure requirement as per the schedule III of the Companies Act, 2013. Accordingly, we form a basis of disclaimer of opinion.

Emphasis of matters Attention is invited to:

a. Note 48 to the standalone financial statements, in respect of notice received by the company U/s 276 (B) of the Income tax Act, 1961 and by certain banks and customers of the company U/s 226(3) of the Income Tax Act, 1961 regarding failure to deposit the tax deducted at source for the financial year 201617 and 2017-18 aggregating to Rs 292.52 million.

b. Note 49 to the standalone financial statements, in respect of summon received by the company of levy of damages U/s 14 B of the Employees Rs Provident Funds and Miscellaneous Provisions Act, 1952 aggregating to Rs 61.27 million for the period from 10/1999 to 02/2009 and 07/2009 to 03/2015 and the matter is presently sub-judice.

Our opinion is not qualified in respect of these matters

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.

Key Audit Matter Auditors Response
1 Coronavirus disease 2019 (‘COVID- 19), was declared a global pandemic by World Health Organization. We have performed the following procedures to assess and evaluate the impact on financial statements because of business decisions, government actions or economic environment developments:
Due to COVID -19 Ministry of Health affairs (MHA) has announced complete lock down from from 23rd March,2020 to all over India, in line with the MHA direction, the Company temporarily suspended the operations of its construction till 31st March 2020; and subsequently upto further dates as instructed by the respective State Governments.
• Performed cut-off procedures to ensure sale (if any) during the lockdown period.
• Enquired with the Company on any information on the liquidity position of any contractee; and ascertained the need for any additional provisioning for impairment/credit loss in the financial statements except mentioned in basis of disclaimer of opinion.
COVID-19 has resulted in restriction in constructing during the lock down period impacting normal business operations for the Company including revenues, receivables, purchases including services and inventories at the year-end and hence considered key audit matter. • We assessed the disclosures on COVID-19 made in the financial statements.
• Our ability to perform regular audit procedures has been impacted which has required us in certain cases to perform alternative audit procedures and exercise significant judgment in respect of the following:
a) Audit and quality control procedures which were earlier performed in person could not be performed; and hence alternative procedures have been performed based on inquiries (through phone calls, and e-mail communications) and review of scanned documentation sent through e-mails, followed up with sighting with original documents.
b) Year-end inventory observation of inventory counts could not be
performed.
2 Assessment of litigations and related disclosure of contingent liabilities. The Financial Statements- “Use of estimates and critical accounting judgements - Provisions and contingent liabilities”. Our audit procedures included the following:
• We understood, assessed and tested the design and operating effectiveness of key controls surrounding assessment of litigations relating to the relevant laws and regulations;
As at March 31, 2020, the Company has exposures towards litigations relating to various matters as set out in the aforesaid Notes. Significant management judgement is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be recognised, or a disclosure should be made. The management judgement is also supported with legal advice in certain cases as considered appropriate. As the ultimate outcome of the matters are uncertain and the positions taken by the management are based on the application of their best judgement, related legal advice including those relating to interpretation of laws/regulations, it is considered to be a Key Audit Matter.
• We discussed with management the recent developments and the status of the material litigations which were reviewed and noted.
• We performed our assessment on a test basis on the underlying calculations supporting the contingent liabilities/other significant litigations made in the Financial Statements;
• We used auditors experts to gain an understanding and to evaluate the disputed tax matters;
• We evaluated managements assessments by understanding precedents set in similar cases and assessed the reliability of the managements past estimates/judgements;
• We evaluated managements assessment around those matters that are not disclosed or not considered as contingent liability, as the probability of material outflow is considered to be remote by the management; and
• We assessed the adequacy of the
Companys disclosures. Based on the above work performed, managements assessment in respect of litigations and related disclosures relating to contingent liabilities/other significant litigations in the Financial Statements are considered to be reasonable.

Information Other than the Financial Statements and Auditors Report Thereon

In view of ongoing Liquidation process, the Liquidato is responsible for the preparation of the other information. The other information comprises the information included in the management Discussion and Analysis, Boards Report including Annexure to Boards Report, Business Responsibility Report,Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report there on. These reports are expected to be made available to us after th e date of this auditors report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion there on.

In connection with our audit of the 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 during the course of our audit or otherwise appears to be materially misstated.

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

Managements Responsibility for the Standalone Financial Statements

The Honble National Company Law Tribunal, Hyderabad Bench ("NCLT") has passed its Order dated July 26, 2019 read with corrigendum order issued on July 31, 2019 for Liquidation of M/s IVRCL Limited "as going concern" and the Resolution professional (RP) for the Company has been appointed as the Liquidator. The Liquidator shall exercise the powers and duties as enumerated in sections 35 to 50, 52 to 54 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

The Honble National Company Law Appellate Tribunal, New Delhi ("NCLAT") has passed its order dated September 06, 2019 for admission of the case on 17th October 2019. Also orders that the Liquidator will ensure that the company remains a going concern and the liquidator will not sell or transfer or alienate movable or immovable property of the corporate debtor without prior approval of the Appellate Tribunal. The said order is vacated by the Honble National Company Law Appellate Tribunal, New Delhi ("NCLAT") vide its order dated 29th May 2020 and upholds the Order of NCLT, Hyderabad dated July 26th 2019 with corrigendum order dated July 31, 2019.

In view of ongoing liquidation process, The Liquidator is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with relevant Rules issued thereunder. 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 statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters, related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Under in sections 35 to 50, 52 to 54 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of

India (Liquidation Process) Regulations, 2016, it is incumbent upon liquidator to manage the operations of the Company as a going concern and the statements have been prepared on going concern basis.

Auditors Rs Responsibility

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 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 system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (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 financial statements.

We communicate with those charged with governance regarding, among other matters, the Other Matters

a. We did not audit the separate financial statements of 3 joint ventures included in standalone financial statements, whose financial results reflects companys share in net profit of joint venture aggregating to Rs 2.50 million for the year ended March 31, 2020. 29 joint ventures were not considered in standalone financial statement. In our opinion and according to the information and explanations given to us by the Management, these financial statements /financials information, in aggregate, are not material to the Company and have not been subjected to audit hence, we are unable to comment on 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. consequential impact, if any, on the accompanying statements.

b. We did not audit the financial statements/information of all branches included in the Standalone financial statements of the company whose financial statements/financial information reflects total assets of Rs 800.71 Million as at March 31, 2020 and total revenue is NIL for the year ended on that date as considered in standalone financial statements.

Our opinion is not qualified in respect of these matters

Report on Other Legal and Regulatory Requirements

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

2. As required by section 143 (3) of the Act, we report that:

a) We have sought all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit. However, as described in the Basis for Disclaimer of Opinion paragraph, we are unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the audit;

b) Due to the effects/possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether 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 and unaudited accounts/returns adequate for the purpose of our audit have been received from the branches not visited by us.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account and the unaudited accounts/returns of the branches not visited by us.

d) Due to the effects/possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

e) Due to the effects/possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether they have any adverse effect on the functioning of the Company;

f) In the term of section 17 (1) (b) of the Insolvency and Bankruptcy Code, 2016 ("the Code"), the powers of the board of directors have been suspended and be exercised by the Liquidator of the Company. Hence, written representation from directors have not been taken on record by the Board of Directors. Accordingly, we are unable to comment whether none of the director is disqualified as on March 31, 2020 from being appointed as a director in the terms of Section 164 (2) of the Act.

g) The qualification relating to the maintenance of accounts and other matters connected there with are as stated in the Basis for Qualified Opinion paragraph;

h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Companys internal financial control over financial reporting.

i) 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, in our opinion and to the best of our information and according to the information and explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position to the extent ascertained, in its standalone financial statements (Refer note 35);

ii. Except for the effects/possible effects of matters described under basis of qualified opinion paragraph, the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts and on derivative contracts, if any;

iii. There has been no delay in transferring the amounts that were due to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2020;

iv. In our opinion and according to the information and explanation given to us, the remuneration paid during the current year by the Company is in accordance with the provisions of Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us

For CHATURVEDI& CO.
Chartered Accountant
Firm Registration No. 302137E
PANKAJ CHATURVEDI
Hyderabad Partner
July 20, 2020 Membership No. 091239

"Annexure A" to the Independent Auditors Rs Report

Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory Requirement Rs of our report of even date to the standalone financial statements of the Company for the year ended March 31, 2020:

I (a) Subject to our comments in para i (b) below, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) Fixed assets have not been physically verified during the year by the Management in accordance with a regular program of verification. We are unable to comment on discrepancies that might be arose on such physical verification of fixed assets that are lying on all locations where physical verification could not be performed.

(c) According to the information and explanation given to us, title deeds of the immovable properties have been mortgaged as security with lenders i.e. banks, financial institutions and others for security of the borrowings raised by the Company.

On the basis of our examination of the records of the Company and the copies of the title deeds available with the Company, the title deeds of immovable properties are held in the name of the Company except for the details given in Appendix -1;

ii. According to the information and explanations given to us, physical verification of inventory has not been conducted at reasonable intervals by the management. We are unable to comment on the discrepancies that may arise on the physical verification of inventories that are lying on locations where physical verification could not be performed.

iii. The company has granted interest free unsecured loans to Companies covered in the register maintained under section 189 of the Act, in respect of such loans;

(a) In our opinion, the terms and conditions of the loans granted by the Company to 8 subsidiaries, aggregating to Rs 6197.47 million as at March 31,2020, having regard to the cost of funds to the company, are prejudicial to the interest of the company.

(b) In respect of one company the schedule of repayment of the principal amount aggregating to Rs 581.40 million has been stipulated and the repayment commences in the year 2026-27. In case of interest free unsecured loan to 7 companies aggregating to Rs 5,616.07 million, the schedule of repayment is not stipulated and considered by the Company as repayable on demand, hence, we are unable to comment as to whether repayments are regular.

(c) In case of interest free unsecured loan to one company aggregating to Rs 581.40 million, no amount is overdue. In case of interest free unsecured loan to 7 companies aggregating to Rs 5,616.07 million, the schedule of repayment is not stipulated and considered by the Company as repayable on demand, we are unable to comment whether any amount is overdue and whether reasonable steps have been taken by the company for recovery of the principal.

Iv According to information and explanation given to us and having regard to the legal opinion obtained by the company in an earlier year that the company being a company engaged in the business of providing infrastructure facilities in terms of Section 186, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013, in respect of grant of loans, making investments and providing guarantees and security as applicable.

V According to the information and explanations given to us, the Company has not accepted any deposits during the year within the meaning of Sections 73 to 76 of the Companies Act, 2013, and the rules framed there under to the extent notified.

Vi We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of these records with a view to determining whether they are accurate or complete.

Vii (a) According to information and explanations given to us and records of the Company examined by us, the Company has not been regular in depositing undisputed statutory dues in respect of provident fund, employees state insurance, income-tax, sales tax, service tax, duty of excise, value added tax and cess and any other statutory dues with the appropriate authorities. There have been significant delays in a large number of cases in depositing these dues with the appropriate authorities. Further, no undisputed amounts payable in respect of these statutory dues were outstanding as on March 31,2020 for a period of more than six months from the date they became payable except as given in Appendix -2 to this report.

(b) According to the information and explanations given to us and records of the Company examined by us, particulars of dues outstanding in respect of income tax, sales tax, service tax, duty of excise and value added tax which have not been deposited on account of any dispute are given in Appendix-3 to this report.

Viii As matters described in Note 36 and 37 to the financial statement and pursuance of repayment schedule stipulated in the sanction letter, the entire amount of borrowing including interest are overdue and continuing default as on March 31, 2020, therefore, we are unable to provided periods of default. Details of defaults in repayment of borrowing and interest are given below;

(Rs in Million)

Principal Interest
Cash Credit 45,442.76 6,077.73
Working Capital Term Loan 14,865.62 14,011.98
Priority Debt 1,226.48 1,099.73
Term Loan 6,247.65 5,114.11
Project Specific Loan 434.50 534.56
Funded Interest on Term Loan 51.95 321.78
12.15% Redeemable, Non Convertible Debentures 2,000.00 2,153.41
Others 1,645.20 -
Working Capital Demand Loan & Other Facilities from Bank 5,649.38 437.96

Ix According to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans. According clause ix of the Order are not applicable to the Company.

X According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees have been noticed or reported during the year.

Xi According to the information and explanations given to us and based on the audit procedures conducted by us, Managerial Remuneration paid or provided, if any, was within the prescribed limit or in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

Xii In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Therefore, the provisions of Para 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, we are unable to obtain sufficient and appropriate audit evidence to comment whether all transactions with the related parties as disclosed in Note 61 to the financial statements are in compliance with section 177 and 188 of Companies Act, 2013. Further, where applicable the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

Xiv According to the information and explanations given to us, the Company has not made any preferential allotment. Accordingly, provisions of para 3 (xiv) of the order are not applicable to the Company.

Xv 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 them. The provisions of clause 3 (XV) of the Order are not applicable to the company.

Xvi In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

For CHATURVEDI & CO.
Chartered Accountant
Firm Registration No. 302137E
PANKAJ CHATURVEDI
Hyderabad Partner
July 20, 2020 Membership No. 091239

Annexure "B" to the Independent Auditors Rs Report of even date on the Standalone Financial Statements of IVRCL Limited

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

We have audited the internal financial controls over financial reporting of IVRCL Limited ("the Company") as of March 31, 2020 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of 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 Rs Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, 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 adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, 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 qualified 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 financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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 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 internalfinancial 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.

Basis for Qualified Opinion

In our opinion and according to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2020:

The Company did not have appropriate internal financial controls over (a) Assessment of recoverability of deferred tax assets (b) Assessment of expected credit loss/loss allowance of bank guarantees encashed by customers, trade receivables and withheld amounts which are subject matters of various disputes /arbitration proceedings/ negotiations with the customers and contractors due to termination / foreclosure of contracts and other disputes. (c) Assessment of expected cash shortfall and resultant loss allowance that may be required in respect of invocation of corporate guarantees and demand against the Company in respect of such guarantees extended / executed for its subsidiaries and other parties in favour of the lender (d) Assessment of impairment in value of long term equity investment and assessment of impairment in value of loans and advances to various subsidiary companies and other parties. (e) Control over reconciliation of subcontractors work bills with the work bills submitted to the clients and physical progress of works completed, which could potentially result into inaccurate estimation of percentage of work completed and consequently delay in the realization of unbilled revenue/ receivables. (f) Controls over projects costs estimation and review of balance costs to complete in respect of work projects, which could potentially result into inaccurate estimation of foreseeable losses on works contracts. (g) physical verification of fixed assets and inventories. Further the company did not have any internal audit system during the year.

The inadequate supervisory and review control over Companys process in respect of aforesaid assessment in accordance with the accounting principles generally accepted in India could potentially result in a material misstatement in preparation and presentation of financial statement including the profit/loss after tax.

A material weakness Rs is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified opinion

In our opinion, except for the possible effects of material weaknesses described in "basis of qualified opinion" paragraph above, 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, 2020, 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.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended on March 31, 2020, and these material weaknesses have affected our opinion on the standalone financial statements of the Company and we have issued a qualified opinion on the standalone financial statements.

For CHATURVEDI & CO.
Chartered Accountant
Firm Registration No. 302137E
PAN KAJCHATURVEDI
Hyderabad Partner
July 20, 2020 Membership No. 091239

Appendix-1 As referred to in para i(c) of the Annexure A to the Independent Auditors Report

Description Total No. of Cases Gross Block Net Block
1 Land Freehold* 10 67.72 67.72
2 Land Freehold Rs 5 5.03 5.03
3 Building Rs 21 135.33 99.98
4 Building# 2 4.26 2.72
5 Building$ 2 1.60 1.04
40 213.94 176.49

*Title deeds not in the name of Company,

^ neither title deeds nor confirmation from the lender is available,

# copies of title deed is available, however, lender confirmation for mortgage of title deed is not available, $ copies of title deed is not available, however lender confirmation for mortgage of title deed is available.

Appendix-2 As referred to in para vii (a) of the Annexure A to the Independent Auditors Report

Name of the Statute Nature of Due Period to which amount relates
Up to 2018-19
Sales Tax & VAT Laws: Tamilnadu Uttar Pradesh Works contract tax 33.90
(a)Principal 0.00
(b) Interest
ue Date 20th of the Next month
Sales Tax & VAT Laws: Gujrat Works contract tax
(a) Principal
(b) Interest 15.90
0.00
Due Date 22nd of the Next month
Sales Tax & VAT Laws: Orissa Works contract tax
(a) Principal 32.20
(b) Interest 0.00
Due Date 21st of the Next month
Sales Tax & VAT Laws: Bihar Works contract tax
(a) Principal (b) Interest 49.70
0.00
Due Date 25th of the Next month
Sales Tax & VAT Laws: Delhi Works contract tax 4.90
(a) Principal
(b) Interest

0.00 15th of the Next month

Due Date
Sales Tax & VAT Laws: Madhya Pradesh Works contract tax
(a) Principal 16.60
(b) Interest 0.00 10th of the Next month
Due Date
Sales Tax & VAT Laws: Other States Works contract tax
(a) Principal 6.10
(b) Interest 0.00
Sales tax & VAT Laws Value Added Tax
(a) Principal 64.60
(b) Interest 0.00
The Finance Act , 1994 Service Tax
(a) Principal 277.40
(b) Interest 94.10
Goods & Services Tax Act 2017 GST (up to 23.02.218)
(a) Principal 177.36
(b) Interest 63.86

# Interest on all statutory dues could not be identified.

TDS and Interest on TDS

Particulars Nature of Due Up to 2019-20
TDS on Contractors (194C) Principal 243.76
Interest 124.73
TDS on Interest (194A) Principal 55.03
Interest 24.64
TDS on Rent (194I) Principal 5.58
Interest 2.66
TDS on Professional Charges (194J) Principal 17.86
Interest 7.98
TDS on Non Residents (195) Principal 5.91
Interest 3.25
TDS on Salaries Principal 0
(192B) Interest 2.25

Appendix-3 as referred to para vii (b) of the annexure A to the Independent Auditors Report

Name of Statute Nature of dues Forum where dispute is pending Period to which the amount relates Amount
Sales tax and VAT Laws Sales tax and VAT Appellate Authority upto Commissioners Level 2004-05 to 201314 991.38 (5.23)*
Appellate Authority - Tribunal Level 2003-04 to 200607 5.83 (1.60)*
Appellate Authority - High Court Level 2004-05 to 201112 1114.93 (5.00)*
Andhra Pradesh Tax on Entry of Motor Vehicles Act, 1996 Entry Tax Appellate Authority - Tribunal Level 2001-02 to 200708 1.27
Odisha Tax on Entry of Goods into Local Areas act, 1999 Entry Tax Appellate Authority - Tribunal Level 2007-08 to 201314 62.06
The Finance Act 1994 Service Tax 2007-08 to 201112 & 2014-15 to 2017-18 11548.61
Employees Provident Funds & Miscellaneous Provisions Act, 1952 Provident Fund Appellate Tribunal 01/04/1996 to 29/05/2015 61.27

* Indicated Pre Security Deposits with respective authorities.