We have audited the attached Revised Standalone
Financial Statements of AJR Infra and Tolling Limited
(Formerly known as Gammon Infrastructure Projects
Limited) ("the Company"), which comprise the
Revised Balance Sheet as at March 31, 2024, and the
Revised Statement of Profit and Loss (including Other
Comprehensive Income), Revised Statement of Changes
in Equity and Revised Statement of Cash Flows for the
year then ended, and notes to the Revised financial
statements, including a summary of Material Accounting
Policy Information and other explanatory information
(hereinafter referred to as "the Revised Standalone
Financial Statements").
In our opinion and to the best of our information and
according to the explanations given to us, except for
the possible effects of the matter described in Basis
of Qualified Opinion paragraph, the aforesaid Revised
Standalone Financial Statements give the information
required by the Companies Act, 2013 ("the Act") in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the
Company as at March 31, 2024, the loss (including other
comprehensive income), changes in equity and its cash
flows for the year ended on that date.
Basis for Qualified Opinion
(a) Attention is invited to Note 27 (a) of the Revised
Financial Statement, relating to the Project in the
SPV; Indira Container Terminal Pvt Ltd. There exists
material uncertainty relating to the future of the
Project where the exposure of the Company in the
SPV/project is ' 13,243.29 lacs (funded and non¬
funded). The draft settlement agreement between
the SPV, Ministry of Shipping (MoS), Mumbai Port
Trust (MbPT) has been rejected by MbPT. The
Company and the SPV are in discussion with MbPT
and MoS to reconsider the Project. The credit facility
is marked as NPA by the Lenders. During the quarter
the Lenders have initiated proceedings under
Insolvency and Bankruptcy code, 2016 before the
NCLT and the NCLT admitted the said petition and
authorized the appointment of Interim Resolution
Professional ("IRP") vide its orders dated May
09,2024. The Company moved NCLAT and obtained
interim stay on the operation of the order of the
NCLT vide order dated May 16,2024. The stay is
granted is till July 25 , 2024,, and we are unable to
opine which way the matter would proceed after the
completion of the period of stay. The exposure of
the Company towards the said project is ' 13,243.29
lacs which is threatened by the possible loss of
control if the Company's petition is not upheld on
merits. Without prejudice to the above, The SPV
and MbPT have initiated arbitration proceedings
which were in progress which may abate if the
lenders petition is upheld, and the IRP is reinstated.
The MBPT has requested conciliation proceedings
which are also under active discussions. One of the
grounds on which the stay is granted is the proposal
of OTS which has been submitted by the Company
whose terms and conditions has to be fulfilled
before the next date for the lenders to withdraw
their petition. There are uncertainties to the
adherence to terms and conditions which inter alia
requires an infusion of a substantial sum of money
by an Investor identified by the Company. In view of
the above reasons we reiterate that we are unable
to opine whether the Company would retain control,
honour the terms of the OTS and its petition will be
upheld by the Courts.
We conducted our audit in accordance with
the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further
described in the Auditor's Responsibilities for
the Audit of the Revised Standalone Financial
Statements section of our report. We are
independent of the Company in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the
ethical requirements that are relevant to our audit
of the Revised Standalone Financial Statements
under the provisions of the Companies Act, 2013
and the Rules 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 qualified opinion on the Revised Standalone
Financial Statements.
Material Uncertainty relating to Going Concern.
We invite attention to Note 28 of the Revised Financial
Statement relating to material uncertainty relating
to going concern. The Company's current liabilities
exceeded current assets significantly and are at '
1,49,228.65 lacs. There is a continuing mismatch
including defaults in payment of its financial obligations
to its subsidiary Company. The liquidity crunch is
affecting the Company's operation with increasing
severity. We also invite attention to note 27 of the
Statement wherein status of various SPV projects which
are stressed due to delay in completion, cost overrun,
liquidity crunch and have legal issues, arbitration
proceedings or negotiations including the pending
NCLT petition filed by the creditors of PHPL, admission
of ICTPL before NCLT. The future of these projects as
also the successful progress and completion depends
on favourable decisions on outstanding litigations being
received by the Management. The resolutions planned
by the Management are pending since a long time and
are not concluding in favour of the Company. These
conditions indicate the existence of Material Uncertainty
which may impact the Company's ability to continue as a
going concern. Our report is not qualified on this matter.
Emphasis of Matter
Without qualifying our opinion, we draw attention to the
following matters;
(a) We invite attention to Note No 1 (C ) to Revised
Standalone Financial Statements. These Revised
Standalone Financial Statements arise out of the
revision to the standalone financial statements as at
March 31, 2024 adopted by the Board of Directors
on May 30, 2024 and those financial statements
have been revised to give effect to the erroneous
classification of an amount of ' 4,150 lacs under
Non-Current Borrowings as against its classification
under Current Borrowings as Current maturities of
Non-Current Borrowings. This error occurred due
to the erroneous formula in the excel file of the
financial statements which has been since corrected
to classify the amount of ' 4,150 lacs under Current
Borrowings as Current Maturities of Non-Current
Borrowing. There has been no other change either
to the Statement of Profit and Loss, Statement of
Cash flow or any other elements of the Balance
Sheet.
Since the said earlier financial statements adopted
by the Board of Directors on May 30, 2024 were yet
to be sent to the shareholders and consequently
not adopted by the shareholders of the Company,
the Board of Directors have now modified the
financial statements to give effect to the erroneous
classification of an amount of ' 4,150 lacs as
aforesaid and have now approved these revised
financial statements at their meeting held on
August 14, 2024 and we have been called upon to
issue our Audit Report on such revised financial
statements and also a report on the effectiveness of
internal control with reference to revised financial
statements.
We had issued our modified opinion vide our
Independent Auditors' Report dated May 30, 2024
on the aforesaid standalone financial statements
dated May 30, 2024. This Revised Independent
Auditors Report supersedes our Independent
Auditors' Report dated May 30, 2024 issued on
standalone financial results dated May 30, 2024.
In accordance with the provisions of Standard on
Auditing 560 (Revised) 'Subsequent Events' issued
by The Institute of Chartered Accountants of India,
our audit procedures, in so far as they relate to
the revision to the Revised Standalone Financial
Statements, have been carried out solely on this
matter and no additional procedures have been
carried out for any other events occurring after May
30, 2024 (being the date of our earlier audit report
on the earlier standalone financial statements).
(b) Attention is invited to Note 30(a) of the Revised
Financial Statement in respect of Patna Highway
Projects Limited (PHPL) where the CIRP proceedings
had been initiated. NCLT has approved the
resolution plan vide order dated May 10,2022
submitted by Resolution Professional and as per the
NCLT Order no surplus is available to the Company.
The Company lost the appeal before NCLAT and has
filed an appeal in Supreme court against the NCLAT
order and expects a favourable outcome on the
matter.
Pending the outcome, in view of the long pendency
of the matter under litigation, the Company out of
abundant caution and on the principle of prudence
has impaired the entire exposure in its books for
accounting purposes while retaining its right to
litigate. The Lawyers have advised the management
that it has a good case for a favourable outcome of
the litigation. Based on their advise the Company is
also contesting the invocation of the Guarantee and
accordingly has not accounted the invocation.
(c) Attention is invited to Note 27(f) of the Revised
Financial Statements, relating to a power project
where the operation of the project is under
constraints as detailed in the note. The SPV has also
invoked arbitration against the Karkhana and the
Karkhana has approached Debt Recovery Tribunal
(DRT). Based on the submission of Karkhana that
the Plant was possessed and run by Karkhana,
the tribunal ordered to maintain status quo. The
Company is yet to file its response at DRT. Also, the
SPV's credit facilities are marked as Non-Performing
Assets. The statutory auditor of the SPV have
disclaimed their opinion in their audit report for the
year ended March 31,2024 for illegal occupancy
of the factory by Karkhana and that the access to
facility and records and transactions for the period
from January 1, 2022 to March 31, 2024 are not
available with the Company. The Company on a
prudent basis has provided for the entire funded
exposure amounting to ' 10,745.53 lacs as at March
31, 2024. The Company has provided a letter of
Comfort to the lenders towards their credit facilities.
In view of the above-mentioned facts the management
contends:
i. The litigation is outstanding since more than 2 years
now and there is no progress in the matter before
the courts.
ii. The receiver appointed by the DRT does not
report the transactions to the Company and takes
decisions of the Company Management.
iii. Since there is no progress in the matter in
accordance with IND AS 110 para 7 the Company
has effectively lost control over the operations
and is unable to direct the variable returns from its
exposure in its favour.
iv. It has no record of transaction entered into on its
accounts nor it has access to its cash flows.
Therefore, pending the settlement of the litigation,
the Company contends it has no control as it does
not satisfy paragraph 7 of INDAS 110
The Statutory Auditors of the SPV on account of non¬
inclusion of aforesaid transactions conducted by the
receiver has given a disclaimer of opinion.
(d) We invite attention to Note 27 (c) of the Revised
Financial Statement, regarding unilateral termination
and closure of Concession in a bridge project,
which is subject to pending litigations / arbitrations
at various forums, which may impact the carrying
values of investments and loans and advances given
to the subsidiary. The Company's funded exposure
towards the said project is ' 2,354.26 lacs against
the claim by the SPV of 1,787.13 lacs. Pending
conclusion on these legal matters, the company has
made provision for an amount of ' 583.36 lacs being
the excess of the exposure over the claim amount
submitted without considering the interest which
may be awarded by the courts.
(e) We invite attention to Note 27 (d) of the Revised
Financial Statement, in relation to the intention to
exit one of the hydro power projects at Himachal
Pradesh and seeking a claim of an amount against
the amount spent on the Project. The Company's
subsidiary has cited reasons for non-continuance
on account of reasons beyond its control. Pursuant
to the completion of Arbitration vide order dated
23rd January 2023, the SPV's share of the arbitration
proceeds is adequate to cover the exposure and
therefore no adjustments are required towards the
exposure of ' 7,120.20 lacs.
Key Audit Matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the Revised Standalone financial statements of
the current period. These matters were addressed in the
context of our audit of the Revised Standalone financial
statements as a whole, and in forming our opinion
thereon, we do not provide a separate opinion on these
matters.
Apart from what is mentioned in our paragraph titled
Basis of Qualified Opinion, paragraph titled Material
Uncertainty related to Going Concern and Emphasis of
Matter there are no other matters described to be the
key audit matters to be communicated in our report.
Information Other than the Revised Standalone
Financial Statements and Revised Auditor's
Report thereon
The Company's Board of Directors is responsible for
the Other Information. The other information comprises
the information included in the Company's Annual
Report but does not include the Revised Standalone
and Revised Consolidated Financial Statements and our
Independent Auditors' Report thereon. The Annual report
is expected to be made available to us after the date of
this report.
Our opinion on the Revised Standalone Financial
Statements does not cover the Other Information and
we do not and will not express any form of assurance or
conclusion thereon.
In connection with our audit of the Revised Standalone
Financial Statements, our responsibility is to read the
Other Information identified above and, in doing so,
consider whether the Other Information is materially
inconsistent with the Revised Standalone Financial
Statements, or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
The Other Information has not been made available to
us till the date of this report. We will read the Other
Information as and when it is made available to us and if
conclude that there is a material misstatement, we are
required to communicate the matter with those charged
with governance and take necessary steps as may be
required thereafter.
Responsibilities of Management and those
Charged with Governance for the Revised
Standalone Financial Statements
The Company's Board of Directors is responsible for
the matters stated in section 134(5) of the Companies
Act, 2013 ("the Act") with respect to the preparation
of these Revised Standalone Financial Statements
that give a true and fair view of the financial position,
financial performance, 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 revised 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 revised standalone financial statements,
management is responsible for assessing the Company's
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 is also responsible for overseeing
the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the
Revised Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
whether the Revised Standalone Financial Statements
as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's 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 Revised 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:
1. Identify and assess the risks of material misstatement
of the revised 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.
2. 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 Companies Act, 2013, 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.
3. Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting
estimates and related disclosures made by
management.
4. Conclude on the appropriateness of management's
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
Company's ability to continue as a going concern.
If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report
to the related disclosures in the revised 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 auditor's report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.
5. Evaluate the overall presentation, structure
and content of the revised standalone financial
statements, including the disclosures, and whether
the revised standalone financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in
the revised standalone financial statements that,
individually or in aggregate, make it probable
that the economic decisions of a reasonably
knowledgeable user of the revised standalone
financial statements may be influenced. We consider
quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the
revised 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 significance in the audit of the revised
financial statements of the current period and
are therefore the Key Audit Matters. We describe
these matters in our auditor's report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances,
we determine that a matter should not be
communicated in our report because the adverse
consequences of doing so would reasonably be
expected to outweigh the public interest benefits of
such communication.
Report on Other Legal and Regulatory
Requirements
1. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Companies Act, 2013, we give
in the attached Annexure "A" a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.
2. As required by Section 143(3) of the Act, we report
that:
a. We have sought and obtained all the information
and explanations, which to the best of our
knowledge and belief were necessary for the
purposes of our audit.
b. In our opinion, except for the possible impact arising
out of matters described in our Basis of Qualified
Opinion, proper books of account as required by law
have been kept by the Company so far as it appears
from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss
(including Other Comprehensive Income), the Cash
Flow Statement and Statement of Changes in Equity
dealt with by this Report are in agreement with the
books of account.
d. In our opinion, except for the possible effects of
the matter described in Basis of Qualified Opinion
paragraph, the aforesaid Revised Standalone
Financial Statements comply with the Accounting
Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules,
2014.
e. The matters described in paragraphs under the Basis
for Qualified Opinion and the Material Uncertainty
related to Going Concern paragraph, in our opinion,
may have an adverse effect on the functioning of the
Company
f. On the basis of the written representations received
from the directors as on March 31, 2024 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2024 from
being appointed as a director in terms of Section
164 (2) of the Act.
g. With respect to the adequacy of the internal
financial with reference to revised financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure B". Our report expresses
an unmodified opinion on the adequacy and
operating effectiveness of the Company's internal
financial controls with reference to revised financial
statements.
h. With respect to the other matters to be included
in the Auditor's 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
is in accordance to section 197(16) of the Act.
i. With respect to the other matters to be included in
the Auditor's 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 explanations given to us:
i. The Company has disclosed the impact of pending
litigations on its financial position in its Revised
Standalone Financial Statements - Refer Note 26 to
the Revised Standalone Financial Statements,
ii. The Company did not have any long-term contracts
including derivative contracts for which there were
material foreseeable losses,
iii. There are no 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 their knowledge and belief, other
than as disclosed in the notes to the accounts,
no funds have been advanced or loaned
or invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the company to or in any other
person or entity(ies), including foreign entities
("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 except disclosure made in note
3.4 (c) of notes to revised financial statements.
b. The management has represented that, to the
best of its knowledge and belief, other than
as disclosed in the notes to the accounts, no
funds have been received by the company
from any person(s) or entity(ies) including
foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or
otherwise, that the company shall, 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,
c. Based on such audit procedures 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 (iv)(a) and (iv)
(b) above contain any material misstatement.
v. The Company has neither declared nor paid any
dividend during the year.
vi. Based on our examination of the feature of the audit
trail in the Accounting Software which included
test checks, the company has used an accounting
software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software.
Attention is invited to Note 40 detailing the direct
access to tally data which is in encrypted form.
Further, during the course of our audit we did not
come across any instance of audit trail feature being
tampered with.
As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 is applicable from April 01,2023,
reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules,2014 on preservation of audit
trail as per the statutory requirements for record
retention is not applicable for the financial year
ended March 31,2024.
For Natvarlal Vepari & Co.
Chartered Accountants
Firm Registration No- 106971W
Nuzhat Khan
Partner
M. No. - 124960
Mumbai,
Dated: August 14, 2024
UDIN: 24124960BKCZPB3120
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