Ushdev International Ltd Directors Report.

To the Resolution Professional of

Ushdev International limited

1. Disclaimer of Opinion

We were engaged to audit the accompanying Standalone Ind AS Financial statements of Ushdev International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2021, 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 standalone lnd AS Financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the lnd AS Financial Statements).

We do not express an opinion on the accompanying lnd AS financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section and Annexures of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

2. Basis for disclaimer of opinion

a) During the year, the Company has incurred a Net profit of Rs. 1,183.82 lakhs resulting into accumulated losses of Rs. 314,280.25 lakhs and negative Net Worth as at March 31,2021, further we refer to Note 3 to the financial statements regarding a Corporate Insolvency Resolution Process (CIRP) initiated against the Company vide an order of the Mumbai Bench of National Company Law Tribunal (NCLT) dated May 14, 2018 under the provisions of Insolvency and Bankruptcy Code, 2016 ("Code"). Under the CIRP, Committee of Creditors (COC) in their meeting on 2nd February, 2019 voted in favour of liquidation of the company by rejecting the Resolution Plan presented to them. Consequently, Resolution Professional (RP) has filed liquidation petition in NCLT Court. NCLT vide its order dated November 7, 2019 approved the resolution plan. Few members of the COC have appealed against the order of NCLT in New Delhi Bench of National Company Law Appellate Tribunal (NCLAT). NCLAT vide its order dated November 29, 2019 has put a stay on the order of the NCLT passed on November 7, 2019 upto the date of next hearing. On 8th April 2021 NCLAT passed an order setting aside the NCLT order and has directed COC to file the outcome with NCLT on revised bid of the Resolution Applicant. Pending final outcome, the financial statements have been prepared on going concern basis.

Further an entity as per lnd AS 105 Non-current Assets held for Sale and Discontinued Operations shall classify a non-current assets (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use.

As explained to us, the Company based on legal expert advice has prepared the financial statements on going concern basis. In view of the above, we are unable to comment on the ability of the Company to continue as a going concern for the foreseeable future.

The lnd AS financial statements, however, do not include any adjustment relating to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

b) We refer to Note 38 to the financial statements of the company regarding balances in respect of trade receivables, advance for purchase of steel given, trade payables including MSME, various claims submitted to Resolution Professional pursuant to the Insolvency and Bankruptcy Board of India {Insolvency Resolution Process for Corporate Person), borrowings, loans & advances, advance from customers, book overdraft, bank balances and fixed deposits with banks, other deposits, taxes recoverable being subject to adequate documentation, confirmations and I or reconciliations- and in the absence of alternative corroborative evidences, we are unable to comment on such balances.

c) Considering the para b) above in respect of non-confirmed I unreconciled trade receivables and Loans & advances, we are unable to comment on the provision made in respect of above as per Expected Credit Loss Model.

d) As given in Note 44 of the financial statements, the Company is in the process of identifying and assessing the financial impact of ongoing COVID-19 pandemic on its financial statements for the year ended March 31, 2021.

3. other Matters

Due to the outbreak of COVID-19 pandemic that caused nationwide lockdown and other travel restrictions imposed by the Central and State Governments/local administration during the period of our audit, we could not travel to the office of the Company and carry out the audit processes physically. The necessary records I reports I documents I certificates were made available to us by the Company in the form of scanned documents I spread sheets through electronic mode and not in original. Accordingly, the audit procedures were carried out on the basis of such documents, reports and records, which were relied upon as audit evidence for conducting the audit and reporting for the current year. Further, our audit process was also modified for making enquiries and gathering necessary audit evidence from being physically present at the Company to enquiries through Video Conferencing, dialogues and discussions over phone calls I conference calls, emails and similar communication channels. Our audit procedures were designed to obtain sufficient appropriate audit evidence under these circumstances read with paragraph 1 above.

4. responsibility of the management and those Charged with Governance for the Financial statements

As the corporate insolvency resolution process has been initiated in respect of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (the code) by the Mumbai bench of National Company Law Tribunal vide its order dated May 14, 2018, the powers of the Board of Directors stand suspended as per section 17 of the Code and such powers are being exercised by the Resolution Professional (RP) appointed by the National Company Law Tribunal by the said order under the provisions of the code.

The Companys Board of Directors whose powers are being exercised by the Resolution Professional (Management) is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation of these lnd AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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 prescribed 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 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 lnd AS 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 ease operations, or has no realistic alternative but to do so.

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

5. Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to conduct an audit of the Companys standalone financial statements in accordance with Standards on Auditing and to issue an auditors report. However, because of the matters described in the Basis for Disclaimer of Opinion section and Annexures of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

We are independent of the Company in accordance with the ethical requirements in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the Company.

6. report on other Legal and regulatory requirements

As required by the Companies (Auditors Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (the Order), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure- A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

a) We have sought and, except for the matters described in the Basis for Disclaimer of Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

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

d) Except for the effects of the matters described in the Basis for Disclaimer of Opinion paragraph above, in our opinion, the aforesaid lnd AS financial statements comply with the

Accounting Standards prescribed under Section 133 of the Act;

e) The matter described in the Basis for Disclaimer of Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

f) As more fully explained in Note 40 of the standalone financial statements, the erstwhile directors of the Company are disqualified from being appointed as directors in terms of Section 164(2) of the Act;

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V to the Act;

h) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion paragraph;

i) 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; and

j) With respect to the other matters to be included in the Auditors Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - Refer note no. 34 and 45 to the Ind AS financial statements;

ii. There were no material foreseeable losses on any long term contracts including derivative contracts; and

iii. The Company is required to transfer Rs. 6.37 lakhs to the Investor Education and Protection Fund. However, as per the explanations given to us, since the Company is undergoing CIRP, the transfer to said fund is not made.

For KHANDELWAL Jain & Co.
chartered accountants
ICAI Firm Registration No. 105049W
Place : Mumbai alpesh WAGHELA partner
Date : 19th June, 2021 Membership No: 142058

Annexure - A to Independent Auditors Report

(Referred to in paragraph 6 of the Independent Auditors Report of even date to the Resolution Professional of Ushdev International Limited on the Ind AS financial statements as of and for the year ended March 31, 2021)

Annexure-A to Independent Auditors Report

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

(b) There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, title deeds of immovable properties, classified as fixed assets, are in the name of the company except title deeds in case of one leasehold land (Gross Block Rs. 208.59 lakhs and Net Block Rs. 168.93 lakhs), in the name of the Company, that is subject to obtaining approval from the requisite authorities.

(ii) The Company does not have any inventory and hence, clause 3 (ii) of the order is not applicable.

(iii) a) According to the information & explanations given to us, during the year, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, paragraph 3(iii) of the Order is not applicable to the Company.

b) The schedule of principal repayment and interest payment has not been stipulated in case of all the parties to whom unsecured interest free loans have been given.

c) Since principal and interest repayments are not stipulated in respect of all the interest free unsecured loans, we are unable to comment on this clause.

(iv) In our opinion and according to the information and explanations given to us, during the year, Company has not advanced any loans, investments made and guarantees and security provided by it to any parties covered under section 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

(vi) As informed to us by the management, the Central Government of India has not specified the maintenance of cost records under subsection (1) of section 148 of the Act for any of the products of the Company.

(vii) (a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Cess, Goods and Service Tax, duty of custom, duty of excise, Value Added Tax, and other material statutory dues, as applicable, with the appropriate authorities.

According to the records of the Company, there were no undisputed amounts payable in respect of above in arrears, as at March 31, 2021 for a period of more than six months from the date they became payable except Income Tax payable of Rs. 2,476.90 lakhs for the F.Y 2015-16 remains unpaid for more than six months as of March 31, 2021 and Rs. 7,100.00 lakhs for the F.Y. 2019-20 advance income tax is remaining unpaid as at March 31, 2021.

(b) According to the records of the Company, details of disputed dues of income tax, sales tax, service tax, goods and service tax, duty of custom, duty of excise and cess which have not been deposited are as follows:

Name of statute / nature of Dues amount (Rs. lakhs) Period to which amount relates Forum where dispute is pending
Income Tax 1376.04 A.Y. 2009-10 Commissioner (Appeals) and ITAT
129.07 A.Y. 2012-13 ITAT
1,432.40 A.Y. 2013-14 Commissioner (Appeals)
1,552.80 A.Y. 2014-15 ITAT
7,594.85 A.Y 2015-16 Commissioner (Appeals)
6,273.84 A.Y 2016-17 Appeal Pending
298.23 A.Y 2018-19
Value Added Tax 3488.54 A.Y 2019-20
5680.22 A.Y 2008-09 Joint Commissioner of Sales Tax
8.89 A.Y 2010-11 Joint Commissioner of Sales Tax (Appeal)
12,554.82 A.Y 2011-12 Joint Commissioner of Sales Tax
Central Sales Tax 189.69 A.Y 2012-13 Joint Commissioner of Sales Tax
1,160.09 A.Y 2010-11 Joint Commissioner of Sales Tax (Appeal)
11,304.30 A.Y 2011-12 Joint Commissioner of Sales Tax
18.69 A.Y 2012-13 Deputy Commissioner of Sales Tax

(viii) According to the records of the Company examined by us and the information and explanation given to us, as at the year end, the Company has defaulted in repayment of loans to banks. The Company has not issued debentures nor borrowed any funds from financial institutions or government. The lender-wise details are as under:

Bank name account Type NPA date amount of default as at the balance sheet date (Rs. Lakhs)
Andhra Bank Cash Credit 04.10.2016 4,554.75
LC Devolvement 4,840.32
Bank of Baroda Cash Credit 04.10.2016 9,397.55
LC Devolvement 556.37
Bank Of Maharashtra Cash Credit 08.12.2016 18,138.74
Canara Bank Term Loan 1,165.45
Central Bank of India LC Devolvement 09.03.2017 15,398.50

Annexure - A to Independent Auditors Report

(Referred to in paragraph 5 of the Independent Auditors Report of even date to the members of Ushdev International Limited on the Ind AS financial statements as of and for the year ended March 31, 2019)

Bank Name Account Type NPA Date Amount of default as at the balance sheet date (Rs. Lakhs)
Dena Bank Cash Credit 24.08.2016 4,938.51
LC Devolvement 13,184.72
ICICI Bank Cash Credit I LC Devolvement 31.12.2016 22,973.70
lDBI Bank Cash Credit 30.12.2016 31,492.13
Indian Overseas Bank Cash Credit 30.09.2016 17,540.14
Oriental Bank Of Commerce Cash Credit 30.11.2016 14,335.41
State Bank of India Cash Credit 02.10.2016 75,442.24
Term Loan 1,562.1 5
UCO Bank Cash Credit 31.10.2016 5,958.79

(ix) The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, provisions of clause 3(ix) of the Order are not applicable to the Company.

(x) According to the information and explanations given to us and on the basis of representation of the management which we have relied upon, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit, for the year.

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

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable 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 the related parties are in compliance with

Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone lnd AS financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.

(xv) According to the information, explanations given to us, based on our examination of the records of the Company and on the basis of representation of the management which we have relied upon, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of clause 3(xvi) of the Order are not applicable to the Company.

For KHANDELWAL Jain & Co.
chartered accountants
ICAI Firm Registration No. 105049W
Place : Mumbai alpesh waghela partner
Date : 19th June, 2021 Membership No: 142058

Annexure - B to Independent Auditors Report

(Referred to in paragraph 6(i) of the Independent Auditors Report of even date to the Resolution Professional of Ushdev International Limited on the standalone Ind AS financial statements for the year ended March 31, 2021) report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the act

We were engaged to audit the internal financial controls over financial reporting of Ushdev International limited ("the Company") as of 31 March, 2021, in conjunction with our audit of the standalone lnd AS financial statements of the Company for the year ended on that date.

responsibility of the Management and Those Charged with Governance 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 Act.

auditors responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an opinion on the Companys internal financial controls over financial reporting based on our audit.

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 lnd AS 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 lnd AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the companys assets that could have a material effect on the standalone lnd AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial reporting

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

According to the information and explanations given to us, since the corporate insolvency resolution process has been initiated in respect of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (the code) by the Mumbai bench of National Company Law Tribunal vide its order dated May 14, 2018, the Company has not established its internal financial control over financial reporting on criteria based on or 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.

Disclaimer of opinion

Because of the significance of the matter described in the Basis for Disclaimer Opinion paragraph in the main report and inadequate documentation, 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 March 31, 2021, Accordingly, we do not express an opinion on the Companys internal financial controls over financial reporting.

We have considered the disclaimer reported above in determining the nature, timing and extent of audit tests applied in our audit of the Financial Statements of the Company for the year ended March 31, 2021, and the disclaimer has affected our opinion on the said Financial Statements of the Company and we have issued an Disclaimer of opinion on the Financial Statements of the Company.

For KHANDELWAL Jain & Co.
chartered accountants
ICAI Firm Registration No. 105049W
alpesh WAGHELA partner
Place : Mumbai membership No: 142058
Date : 19th June, 2021