Rolta India Auditors Report


To The Members of Rolta India Limited

Report on the Audit of Standalone Financial Statements Adverse Opinion

We have audited the accompanying standalone Ind AS financial statements of Rolta India Limited {"the Company"), which comprises of Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, due to the significance of the matters described in the Basis for Adverse Opinion section below, the aforesaid standalone financial statements do not give the information required by the Companies Act, 2013 ("the Act") in the manner so required and also does not give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with 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 31st March 2023, its loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Adverse Opinion

a) Attention is drawn to the note no. 29 of the standalone financial statements regarding the fact that the Company continued to recognise deferred tax assets (including MAT Credit Entitlement) of Rs. 994.28 crores as at 31st March, 2023 (As at 31st March, 2022 - Rs. 994.28 crores}, which includes deferred tax assets recognised on carried forward unused tax losses and brought forward accumulated depreciation. In view of continued significant losses (including cash losses), current level of business operations and admission of the Company to Corporate Insolvency Resolution Process ("CIRP process"), as stated in note no. 38 of the standalone financial statements, there are no convincing evidence and probable certainty for availability of future taxable income for reversal/utilisation of the deferred tax assets (including MAT Credit Entitlement) as required jn Ind AS 12 "Income Taxes, therefore, we are unable to ascertain the extent to which the deferred tax assets (including MAT credit Entitlement) can be reversed/utilised and consequently, whether any adjustments to carrying value are necessary and consequential impacts on loss for the year and other equity of the standalone financial statements as on 31st March, 2023.

b) As per Indian Accounting Standard 36 on "Impairment of Assets", the Company is required to assess for any indication that the assets have been impaired and carry out the impairment test in respect of carrying value of Property, Plant & Equipment (PPE). No Impairment assessment and testing of PPE has been carried out by the Management of the Company and therefore, we are unable to obtain sufficient appropriate audit evidence about the recoverable amount of the Companys PPE, Consequently, we are unable to determine whether any adjustments to carrying

c) In accordance with the Ind AS 109 "Financial Instruments", the Company is required to recognise corporate guarantees issued at its fair value and then subsequent measurement thereof based on lower of amount of loss allowance and initially recognised fair value less amortisation. The Company had issued corporate guarantees in earlier years in favour of holders of Senior Notes ("Bonds") issued by Rolta LLC and Rolta America LLC, wholly owned subsidiaries of Rolta International Inc., USA, a wholly owned subsidiary of the Company (collectively referred as "US subsidiaries"). As stated in note no. 45 to the standalone financial statements, the said corporate guarantees were invoked by the bond holders and accordingly, obligations arising thereon need to be accounted for in accordance with the Ind AS 109. Also, the claims made by the bond holders have been accepted during the CIRP process amounting to Rs. 6,268.80 crores. Due to impracticability of retrospective restatement for impact of invocation of the aforesaid guarantee, comparative financial statements fortheyearended 31st March, 2022 have not been restated and the same has been disclosed as contingent liability.

As explained by the Management, since the Company had been admitted under CIRP process, it had not recognised the corporate guarantee including the possible obligation arising thereon. In view of the uncertainty associated with the outcome of CIRP Proceedings, the resultant obligation in respect of the corporate guarantee cannot be measured with sufficient reliability and consequently, we are unable to comment on the possible financial impact thereof on the loss for the year, liabilities and other equity as on 31st March, 2023.

d) As stated in note no. 47 of the standalone financial statements, in earlier years, certain foreign currency payable and receivables between the Company and Rolta International Inc., Rolta UK Limited and Rolta Middle East FZ LLC (collectively referred to as "subsidiaries"), arising mainly on account of invocation of Standby letter of credit (SBLC) issued by the banks on guarantee given by the Company and long-term export advances received from these subsidiaries, had been adjusted without approval of Reserve Bank of India. The Company has made necessary application stating the above facts to Reserve Bank of India (RBI) to seek their permission for adjusting the receivables and payables amounts, for which approval from the RBI is still awaited. As the matter is pending for approval, we are unable to comment on the possible financial impact thereof on loss for the year, assets and liabilities and other equity as on 315t March, 2023.

e) Companys investments in certain subsidiaries (refer note no. 4 of the standalone financial statements) aggregating to Rs. 29.86 crores are carried at cost, since in the opinion of the management, the said investments are fully recoverable. However, these subsidiaries are making continued losses, no major operations, unavailability sufficient evidence, including valuation report and subsequent to year end admission of certain subsidiaries in CIRP process (refer note 43 and 44 of the standalone financial statements), we are unable to comment upon the adjustments, if any, required to the carrying value of the aforesaid investments and consequential impact, if any, on the loss for the year, assets and other equity as on 315t March, 2023.

f) We draw attention to note no. 25 and 40 to the standalone financial statement, regarding non-recognition of interest on borrowing from banks and financial institutions, inter corporate loans post initiation of CIRP with effect from 19th January, 2023 on account of moratorium available under the Insolvency and Bankruptcy Code, 2016 ("the Code"). The same is not in compliance with requirements of Ind AS-23 on "Borrowing Cost" read with Ind AS -109 on "Financial Instruments".

g) In accordance with the Insolvency and Bankruptcy Code, the Resolution Professional {"BP") has to receive, collate and admit the claims submitted by the creditors as a part of CIRP process. Such claims can be submitted to the RP till the approval of the resolution plan by the Committee of Creditors. Pending final outcome of CIRP process, no accounting impact in the books of accounts has been made in respect of excess, short, or non-receipts of claims for operational creditors, financial creditors, employees and government dues. Also, the Companys is pursuing various tax matters arising on account of assessment notices, inquiry notices, demand/penalty notices issued by various statutory tax / regulatory authorities. In view of admission of the Company under CIRP process and these matters are now subject to CIRP process, we are unable to comment as to whether the aforesaid matters will have any financial impact including recognition of those liabilities in the standalone financial statement, and consequent impact on loss for the year, liabilities and other equity as on 31st March, 2023 (Refer note no. 39 to the standalone financial statements).

We conducted our audit 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 Responsibilities for the Audit of the 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 (1CAI) 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 Code of Ethics.

We believe that the audit evidence, we have obtained is sufficient and appropriate to provide a basis for our adverse audit opinion on the standalone financial statements.

Emphasis of Matters

a) Attention is drawn to note no. 48 of the standalone financial statement, in respect of the absence of operative bank account, due to attachment by Income Tax and Sales Tax department, the bank transactions of receipts/payments were carried out through a promotor group company up to 19th January, 2023, as authorised by the erstwhile Board of Directors of the Company.

b) During the year, the Company has accounted for invoices amounting to Rs. 17.79 crores, pertaining to legal counsels fees in respect of ongoing litigation with the holders of Senior Notes (Bonds) issued by US subsidiaries. Said invoices are raised on the US subsidiaries. As explained by the management, the Company is also party to the said litigation and US subsidiaries are with the receiver appointed by the Court, therefore, the liability in this regard has been accounted by the Company (Refer note 45 to the standalone financial statements). Further, the said liability is pertaining to the period prior to commencement of CIRP, accordingly, the same is subject to CIRP process.

Our opinion is not modified in respect of above matters.

Material Uncertainty Related to Going Concern

Attention is drawn to note no. 41 to the standalone financial statements dealing with going concern assumption for preparation of the accounts of the Company. The Companys current liabilities exceeded its current assets and erosion of the net worth of the Company including the matters forming part of and dealt with under Basis for Adverse Opinion Section of our report may have significant impact on the loss for the year, net worth of the Company and meeting the obligations of the Company in next twelve months for various liabilities. These conditions indicate the existence of a material uncertainty about the Companys ability to continue as a going concern.

Attention is drawn to note no. 38 of the standalone financial statement regarding admission of the Company in CIRP process. As per the Code, it is required that the Company be managed as a going concern during the CIRP process by the appointed Resolution Professional.

The appropriateness of preparation of standalone financial statements on going concern basis is critically dependent upon CIRP process as specified in the Code. Our opinion is not modified in respect of this 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.

Sr. No. Key Audit Matter Auditors Response
1. Recognition of deferred tax assets (Including MAT Credit entitlement) amounting to Rs. 994.28 crores as at 31st March, 2023 (As at 31st March, 2022 - Rs. 994.28 crores). Principal audit procedures performed:
Deferred tax assets on unabsorbed depreciation or carry forward of losses are to be recognized only when there is a virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Determination of virtual certainty is a matter of judgment based on convincing evidence. • Our audit procedures consisted of testing managements key assumptions relating to estimation of future taxable profits available for utilisation/ reversal of deferred tax assets and MAT Credit entitlement.
The recognition and measurement of MAT credit receivable and deferred tax balances is a key audit matter as the recoverability of such credits within the allowed time frame in the manner prescribed undertax regulations and estimate of the financial projections, availability of sufficient taxable income in the future involves significant management estimate and judgement. ? We have assessed the adequacy and appropriateness of the disclosures in the standalone financial statement.
Refer note no 29 to the standalone financial statements for the year ended 31st March, 2023. * We also referto our comments in the para (a) "Basis for Adverse Opinion" section of the Report.
2. Assessment of Contingent Liabilities disclosed in respect of Corporate and Bank Guarantees given and tax matters (Refer note no. 34 to the standalone financial statements for the year end 31st March, 2023). Principal Audit Procedures:
As at 31st March, 2023, the Company has given various corporate guarantees for its customers and subsidiaries / senior notes issued by subsidiaries / Related party and also has significant tax exposures and is subject to periodic assessments/ demands by tax authorities on income tax and a range of indirect tax matters. • Obtained managements assessment in respect of key tax matters and status of the various corporate and bank guarantees issued as to whether outflow is either probable, possible or remote.
Management judgement is involved in assessing whether an obligation exists and whether a provision should be recognised as at Balance sheet date or the disclosure thereof as contingent liabilities. • Obtaining an understanding of the risk analysis performed by the company, with the relating supporting documentation and studying written statements from internal / external legal experts, where applicable.
We considered this a key audit matter as: ? Evaluated the adequacy of disclosures made in the standalone financial statements.
(a) The amounts involved are significant to the standalone financial statements. • We also refer to our comments in the para (c), (d),(g) and (h) of "Basis for Adverse Opinion11 section of the Report.
(b) Change in the managements judgements and estimates may significantly affect the provisions recognised or contingent liabilities disclosed.
3. Determination of fair value for the purpose of impairment assessment of investments in subsidiaries amounting to Rs. 29.86 crores, which are measured at cost. Principal Audit Procedures:
Assessssment of recoverable amount of the Companys investments is considered as significant risk area in view of the materiality of the amounts involved, judgements involved in determining of impairment/ recoverability of the carrying value of the investment. • Comparing the carrying amount of investments with audited financial statements of investee companies to identify whether their net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount.
• Assessing the appropriateness of the methodology applied in determining the recoverable amount.
• Obtaining and reviewing recoverable amounts as determined by the management for each investment.
• Verification that the accounting and /or disclosure as the case may be in the standalone financial statements is in accordance with the assessment of management.
• We refer to our comments in the para (f) of "Basis for Adverse Opinion" section of the Report.

Information Other than the Standalone Financial Statements and Auditors report thereon

The Companys Board of Directors and Resolution Professional are responsible for the preparation of other information. The Other information comprises the information included in the Boards Report including Annexures to the Board report, but does not include the standalone financial statements and our auditors report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Managements responsibility for the Standalone Financial Statements

The Companys Board of Directors and Resolution Professional (collectively to be referred as "the Management") 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), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance whether the standalone financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

* Conclude on the appropriateness of Managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entitys 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 entity 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 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 evaluatingthe 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 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 significant 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.

Other matter

The standalone financial statements of the Company for the year ended 31st March, 2022 included in these standalone financial statements, were audited by the predecessor auditor. The report of the predecessor auditor, on the said comparative financial statements, dated 29th September, 2022 expressed a modified opinion.

Report on Other Legal and Regulatory Requirements

1. Pursuant to the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure "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, except for the effects/ possible effects of the matters described in the Basis for Adverse Opinion section above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) Except for the effects/ possible effects of the matters described in the Basis for Adverse Opinion section above, in our opinion, 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 and records.

(c) The Balance sheet, the Statement of Profit & Loss {including other comprehensive income), Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) Except for the matters described in the basis for Adverse Opinion section above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standard) Rules, 2015, as amended.

(e) The matters described in the Basis for Adverse Opinion and Material Uncertainty Related to Going Concern sections above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representation received from the directors as on 31st March, 2023 taken on records by the Resolution Professional, none of the directors are disqualified as on 31st March, 2023 from being appointed as a Directors in terms of Section 164(2) of the Act

(g) 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 disclaimer of opinion on the adequacy and operating effectiveness of internal financial controls with reference to financial statements of the Companys internal financial controls with reference to financial statements.

(h) 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/ provided by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V of the Act.

(i) With respect to the matters to be included in the Auditors report in accordance with the rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 performance in its standalone financial statements. (Refer note no. 34 and 45 of the standalonefinancial statements).

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

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in notes to accounts, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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;

(a) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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;

(b) Based on the audit procedures 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 sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement (Refer note no. 58 to the standalone financial statements).

v. No dividend was declared or paid during the year by the Company.

For Shah & Mantri
Chartered Accountants
Firm Registration no.: 137146W
Abhishek J. Shah
Partner
Place: Mumbai Membership No.: 136973
Date: 1st December, 2023 UDIN: 23136973BGVEUT2051

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE

FINANCIAL STATEMENTS OF ROLTA INDIA LIMITED

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory

Requirements" of our report of even date)

i. a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment (PPE) and relevant details of right-of-use assets.

(B) The Company is maintaining proper records showing full particulars of intangible assets.

b) As informed to us, none of the property, plant and equipment have been physically verified by the management during the year and consequently we are unable to state if the physical verification had been carried out at reasonable intervals. Accordingly, we are not able to report on material discrepancies, if any.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the Company is the lessee and lease agreements are duly executed in favour of the Company) are held in the name of the Company.

d) The Company has not revalued any of its Property, Plant and Equipment and intangible Assets (including right-of-use assets), during the year and accordingly, reporting under clause 3(i)(d) of the Order is not applicable.

e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated during the year or are pending against the Company as at 31st March, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016} and rules made thereunder (Refer note 51 to the standalone financial statements).

ii. a) The Company is in the business of rendering services, primarily rendering software services, and consequently, does not hold any physical inventory. Hence, paragraph 3(ii) of the Order is not applicable to the Company.

b) The Company had been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks which are secured on the basis of security of current assets. No statements / details are filed in the matter as these accounts have been declared as Non- Performing Assets (NPA) and admission of the Company in CIRP process.

iii. a) In our opinion and according to the information and explanations given to us, the Company has not given any loans or provided any advances in the nature of loans to any other entity. The Company has provided Guarantee cum Security to its subsidiaries and other entities in earlier years, details whereof are as under:

Name of Related Party Relation Nature Outstanding as on 31st March, 2023 (Rs. in Crore)
Rolta UK Ltd., UK Step down Subsidiary Corporate guarantee for customer contracts 106.46
Name of Related Party Relation Nature Outstanding as on 31st March, 2023 (Rs. in Crore)
Rolta International Inc. USA Subsidiary Corporate guarantee for Senior Notes and customer contracts 6,365.31
Rolta Private Ltd, India Enterprises over which significant influence by Key Managerial Personnel Corporate guarantee for borrowings 430.90

(Refer Note 38 and 39 to the standalone financial statements regarding admission of the Company in C1RP Process.)

b) In our opinion and according to the information and explanations given to us, during the year, the Company has not made any investments or granted any advance in the nature of loans or provided any guarantee or given any security.

c) The Company has not provided any loans or advances in the nature of loans, and hence reporting under clause (iii) (c), (d) and (f) of paragraph 3 of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us, during the year, there are no loans given, investments made in, and guarantees or securities given in respect of which the provisions of Section 185 and 186 of the Act are applicable and hence reporting under cluse 3(iv) of the Order is not applicable^

v. No deposits have been accepted by the Company within the meaning of Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable to the Company.

vi. As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 148(1) of the Act, in respect of the activities carried on by the Company. Accordingly, the provisions of clause (vi) of the Order are not applicable to the Company,

vii. a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is not regular in depositing undisputed statutory dues, including Goods and Service Tax (GST), provident fund employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities

According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable except for the following:

Particulars Amount (Rs. in Crore)
Profession Tax 0.31
Provident & Pension Fund 4.69
ESIC & Labour Welfare Fund 0.08
TDS 20.64
GST (RCM) 2.66
Property Tax 4.70

Refer Note 38 and 39 to the standalone financial statements regarding admission of the Company in CIRP Process.)

b) According to the information and explanations given to us, statutory dues referred to in sub clause (a) have not been deposited on account of any dispute are as follows:

Name of Statute Amount (Rs. in Crore) Period to which the amount related Forum where dispute is pending
Income Tax Act, 1961 82,60 Financial Year 2014-15 Income Tax Appellant Tribunal (ITAT)
199.14 Financial Year 2017-18 Income Tax Appellant Tribunal (ITAT)
0.29 Financial Year 2017-18 Deputy Commissioner of Income tax
2,551.29 Financial Year 2019-20 Deputy Commissioner of Income tax
2,077.31 Financial Year 2020-21 Deputy Commissioner of Income tax
Finance Act, 1994 - Service Tax 0,05 Financial Year 2013-14 Commissioner of Service Tax (Appeals)
0.10 Financial Year 2014-15
0.12 Financial Year 2015-16
Central Sales Tax 0.49 Financial Year 2008-09 Deputy Commissioner of Sales Tax
0.59 Financial Year 2014-15
6.36 Financial Year 2015-16
0.19 Financial Year 2017-18 Order received during Covid period Appeal being filed
Maharashtra Value Added Tax 1.08 Financial Year 2008-09 Deputy Commissioner of Sales Tax
0.32 Financial Year 2014-15
2.32 Financial Year 2015-16
2.01 Financial Year 2017-18 Order received during Covid period Appeal being filed
Goods and Service Tax (Input Tax Credit) 20.63 Financial Year 2017-18 Director General of GST Intelligence

Refer Note 38 and 39 to the standalone financial statements regarding admission of the Company in CIRP Process)

viii. There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (Refer note 59 of the standalone financial statements).

ix, a) According to the information and explanations given to us, the Company has defaulted in repayment of loans or other borrowing or in the payment of interest thereon to lenders:

Nature of borrowing Name of lender Amount of Default as at 31st March, 2023 (Rs. in crore) Period of Default Remarks
External Commercial Borrowings Union Bank of India Bank of Baroda Bank of India (Consortium Balance) 411.42 26th March, 2018 Continuing Default
Rupee Term Loan Union Bank of India -ECB- Rupee Term Loan 240.94 26th March, 2018 till date Continuing Default
External Commercial Borrowings Bank of Baroda 80.10 26th January, 2018 till date Continuing Default
Working Capital Term Loan-1 Bank of Baroda 244.79 29th September, 2018 till date Continuing Default
Working Capita! Term Loan-1 Central Bank of India 183.72 28th December, 2018 till date Continuing Default
Working Capital Term Loan-1 Union Bank of India 520.88 28th December, 2018 til! date Continuing Default
Working Capital Term Loan-1 Bank of India 366.26 31st December, 2018 till date Continuing Default
Working Capita! Term Loan-ll Bank of Baroda 265.86 31st December, 2017 till date Continuing Default
Working Capital Term Loan-ll Union Bank of India 397.02 31st December, 2017 till date Continuing Default
Working Capital Term Loan-ll Bank of India 287.39 31st December, 2017 till date Continuing Default
Overdraft Bank of Baroda 157.66 31st December, 2017 till date Continuing Default
Overdraft Central Bank of India 39.89 January, 2018 till date Continuing Default
Overdraft Union Bank of India 309.40 February, 2018 till date Continuing Default
Overdraft Bank of India 277.65 November, 2017 till date Continuing Default
L.C, Devolvement Central Bank of India 137.16 Between 7th March, 2018 to 29th July,2018 til! date Continuing Default
L.C. Devolvement Union Bank of India 66.80 Between 18th April, 2018 to 17th July, 2018 till date Continuing Default
SBLC invoked Syndicate Bank Central Bank of India Union Bank of India Bank of India 2,369.77 Between lat November, 2018 to 23rd January, 2019 till date Continuing Default
BG Invocation Central Bank of India Union Bank of India Bank of India 29.14 Between 18th March, 2019 to 8th January, 2020 to till date Continuing Default

(Refer Note 38 and. 39 to the standalone financial statements regarding admission of the Company in CIRP Process)

b) According to the information and explanations given to us and based on our audit procedures performed, we report that the Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority (Refer note 52 of the standalone financial statements).

c) According to the information and explanations given to us and based on our audit procedures performed, the Company has not obtained any term loans during the year and accordingly, reporting under the Clause 3(ix) (c) of the Order are not applicable to the Company.

d) According to the information and explanations given to us and based on our examination of the records of the Company, no funds have been raised on short term basis during the year. Hence, reporting under this clause is not applicable to the Company.

e) According to the information and explanations given to us and based on our examination of the records of the Company and 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 orto meet the obligations of its subsidiaries. The Company does not have any associates or Joint Ventures.

f) The company has not raised loans during the year on the pledge of securities held in its subsidiaries. The Company does not have any joint ventures or associates. Hence, reporting under this clause is not applicable to the Company.

x. a) The Company has not raised any moneys by way of Initial Public Offer or Further Public Offer (including debt instruments) during the year and accordingly, reporting under the clause 3 (x)(a) of the Order is not applicable to the Company.

b) The Company has not made any preferential allotment or private placement of shares or fully, partially or optionally convertible debentures during the year and accordingly reporting under the Clause 3(x)(b) of the Order is not applicable to the Company.

xi. a) During the course of our examination of books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither came across any instance of material fraud by the Company or on the Company, noticed or reported during the year, not have we been informed of any such case by the Management.

b) During the course of our examination of books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act has been filed in Form ADT- 4 as prescribed under rule 11 of Companies (Audit and Auditors) Rules, 2014 with the Central Government and accordingly reporting under clause 3(xi)(b) of the Order is not applicable to the Company.

c) As informed by the management, no whistle blower complaints has been received by the Company during the year,

xii. As the Company is not a Nidhi company, accordingly the reporting under clause (xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company transactions with related parties are in compliance with Section 177 and 188 of the Act. A The details of related party transactions have been disclosed in the standalone financial statements as required under Ind AS 24 "Related Party Disclosure" specified under Section 133 of the Act. (Refer Note 30 to the standalone financial statements for the year ended 31st March, 2023.).

xiv. a) According to the information and explanations given to us and based on our examination of the records of the Company, the Companys internal audit system is commensurate with the size and nature of its business.

b) We have considered the internal audit reports for the year under audit issued to the Company during the year and till date, in determining nature, timing and extent of our audit procedures.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions covered under Section 192 of the Act with the directors or persons connected with him and accordingly, reporting under Clause 3(xv) of the Order is not applicable.

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

b) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records, the Company has not conducted any Non-Banking Financial or Flousing Finance activities without a valid Certificate of Registration (COR) from Reserve Bank of India as per Reserve Bank of India Act, 1934.

c) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company is not a Core Investment Company (OC) as defined in the regulation made by the Reserve Bank of India and accordingly, reporting under Clause 3(xvi)(c) of the Order is not applicable.

d) in our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions 2016} and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

xvii. The Company has incurred cash losses of Rs. 758.07 crores during the financial year covered by our audit, as well as Rs. 564.77 crores in the immediately preceding financial year.

xviii. There has been resignation of the statutory auditors of the Company during the year and there were no issues, objections and concerns raised by the outgoing auditors.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans, admission of the Company under the CIRP process and based on our examination of the evidence supporting the assumptions, we believe that there is material uncertainty exists as on 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 and there is material uncertainty related to going concern.

xx. The Company was not having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year and hence provision of Section 135 of the Act regarding contribution towards Corporate Social Responsibility (CSR) are not applicable to the company. Accordingly, clause 3(xx) of the Order is not applicable.

xxi. The reporting under clause 3{xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, the clause 3(xxi) of the Order is not applicable.

For Shah & Mantri
Chartered Accountants
Registration no.: 137146W
Abhishek J. Shah
Partner
Place: Mumbai Membership No.: 136973
Date: 1st December, 2023 UDIN: 23136973BGVEUT2051

Annexure - B to the Auditors Report

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 Rolta India Limited ("the Company") as at 31st March, 2023, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining 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 (ICAI), These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

Because of the matters described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient audit evidence to provide a basis for an 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 standalone 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 standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of the Management and Directors of the Company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Due to the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the interna! 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 Disclaimer of Opinion

According to the information and explanations given to us, the Company has not established its internal financial control over financial reporting based on the essential components of interna! control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India.

Disclaimer of Opinion

Based on the matter described in the Basis of Disclaimer of Opinion paragraph above, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate Internal Financial Controls Over Financial Reporting and whether such internal financial controls were operating effectively as at 31st March, 2023. Accordingly, we do not express an opinion on the Companys internal financial controls over financial reporting.

Explanatory Paragraph

The above stated disclaimer of opinion was considered in determining the nature, timing and extent of audit tests applied in our audit of standalone financial statements of the Company for the year ended 31st March, 2023 and this report does not affect our report of even date, which expressed an adverse opinion on those standalone financial statements.

For Shah & Mantri
Chartered Accountants
Fiyn Registration no.: 137146W
Abhishek J. Shah
Partner
Place; Mumbai Membership No.: 136973
Date: 1st December, 2023 UDIN: 23136973BGVEUT2051