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SPML Infra Limited Annual Report 2021

Jun 29, 2021

62612_rns_2021-06-30_d9ce8f99-c67b-43ea-a6ee-300116f50962.pdf

Annual Report

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29th June, 2021

To, National Stock Exchange Exchange Plaza, Plot No. C/ 1, G Block, Sandra (E), Mumbai-400051

(NSE Scrip Code: SPMLINFRA)

BSE Limited Phirozc Jeejeebhoy Towers Dalal Street, Mumbai-400001

(BSE Scrip Code: 500402)

Sub: Outcome of Board Meeting

Dear Sirs,

With reference to the captioned subject and in terms of the Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we would like to inform you that Board of Directors of the Company in its Meeting held on 29th June, 2021, interalia, has considered and approved the Audited Standalone and Consolidated Financial Results of the Company for the 4th quarter and year ended 31st March, 2021 along with the Auditor's Report thereon and statement of Impact of Audit Qualifications in Annexure-l.

Kindly take the above on record.

Thanking you,

Company Secretary

SPML INFllA LIMITED 22, Camac Street, Block-A, 3rd Floor, Kolkata· 700 016 Ph: +91 33 4009 1200/234/247 E-mail: [email protected] I Website: www.spml.co.in CIN: L40106DL1981PLC012228

Regd. Office: F-27/2, Okhla Industrial Area, Phase-II New uelht-riooso ISO 9001 :20! 5

SPML INFRA LIMITED Registered Office: F-2712, Okhla Industrial Area, Phase- II, New Delhi- 110020 Tel: +91-0124-3944555; Fax- +91-0124-3983201 Website: www.spml.co.in; Email: [email protected] CIN: L40106DL 1981 PLC012228

Statement of Standalone Financial Results for the quarter and year ended 31st March, 2021 (Rs. In Lakhs)

Particulars 3 months
ended
31/03/2021
3 months
ended
31/12/2020
3 months
ended
31/03/2020
Year ended
31/03/2021
Year ended
31/03/2020
Unaudited
IRefer
Note 111
Unaudited Unaudited
Note 11 l
rRefer
Audited Audited
1. Revenue
from Operations
a. Revenue
18,897.87 26,419.15 22,680.86 61,539.17 82,424.28
b. Other Income
(Reier note 9)
1,072.01 1,199.68 3,086.66 4,319.15 10,118.43
Total Income 19,969.88 27,618.83 25,767.52 65,858.32 92,542.71
2. Expenses
a. Materials consumed
and other
construction
expenses
15,450.86 23,954.41 15,848.69 48,605.07 63,684.94
b. Employee Benefits Expense 723.85 665.00 1,016.66 2,580.80 4,219.59
c. Finance
Costs (Reier note 6)
111.67 (2,736.24) 3,360.24 6,840.53 14,655.45
d. Depreciation and Amortization
Expenses
126.31 132.52 227.00 542.98 562.13
e. Other Expenses (Refer note
10)
5,638.99 961.85 5,838.35 7,928.08 9,644.53
Total
Expenses
22,051.68 22,977.54 26,290.95 66,497.46 92,766.65
3. Profit
I (Loss) before
tax from
continuing operations
(1-2)
(2,081.80) 4,641.29 (523.43) (639.14) (223.93)
4. Tax Expense of continuing
operations
a. Current Tax
b. Deferred
Tax
96.04 259.15
(418.33) 385.27 (710.84) (598.18) (342.66)
5. ProflU(Loss) after
Tax from
(418.33) 385.27 (614.80) (598.18) (83.51)
continuing
operatlons(3-4)
(1,663.47) 4,256.02 91.37 (40.96) (140.43)
6. Profit I (Loss) before
tax from
(1,859.56)
discontinued
operatlons(Refer
Note 4)
(6,796.50) (10,676.46) 382.22
7. Tax Expense of discontinued
operations
a. Current
Tax
b. Deferred
Tax
B.ProfiU(Loss)
after
Tax from
operations
(6-7)
discontinued
(1,859.56) (6,796.50) (10,676.46) 382.22
9. Total
Profit I (Loss) before
tax for the period (3 + 6)
(3941.36) (2155.21) (523.43) (11315.60) 156.29
10. Total Tax Expense for the period (4+7)
a. Current
Tax
96.04 259.15
b. Deferred
Tax
(418.33) 385.27 (710.84) (598.18) (342.66)
(418.33) 385.27 (614.80) (598.18) (83.51)
ProflU(Loss) after Tax for the perlod(9-10)
11. Total
(3,523.03) (2,540.48) 91.37 (10,717.42) 241.79
12. Other Comprehensive
(Expense)
Income/
Items not lo be reclassified
subsequently lo Profit or Loss (net of tax)
• Gain/(Loss) on fair value of defined benefit plans (1.36) (17.88) 58.89 26.18
• Gain/(Loss) on fair value of equity instruments
measured
at FVOCI
(556.40) 380.97 (556.40) 77.05
380.97
Comprehensive
lncome/(Expense)
Total
Other
(557.75) (17.88) 439.86 (530.21) 458.01
Comprehensive
lncome/(Expense)
13. Total
for the per)od (5,6)
(4,080.78) (2,558.36) 531.23 (11,247.63) 699.81
14. Paid-up Equity Share
Capital (par value
of Rs. 2/- each)
819.45 819.45 819.45 819.45 810.45
15. Other
Equity (excluding revaluation
reserves)
26,576.22 37,823.86
Earnings per Equity share
16.
(i) Earnings per Equity share
for continuing operations (Basic and
Diluted) (in Rupees)
'(not annualized) (par value·
2 each)
(4.54) 11.61 0.25 (0.11) (0.38)
(ii)Earnings per Equityshare
for discontinued
operations (Basic
and Diluted) (in Rupees) '(not annualized)
(par value·
2 each)
(5.07) (18.54) (29.13) 1.04
(ii)Earnings per Equity share
for continuing and discontinued
operations (Basic and Diluted ) (In Rupees)
'(not annualized)
(par value
· 2 each)
""' (6.93)
?
0.25 (29.24) 0.66
A"'J
· 1
F??
?and?
r
Chairman_J
Dated:
29th
June
2021
.':!1

? ..

SPML INFRA LIMITED Registered Office: F-27/2, Okhla Industrial Area, Phase- 11,New Delhi- 110020 Tel: +91-0124-3944555; Fax- +91-0124-3983201 Website: www.spmi.co.in; Email: [email protected] CIN: L40106DL1981PLC012228

Standalone Statement of Assets and Liabilities as at 31st March, 2021

Rs. In Lakhs
Particulars As at March
31,
As at March
31,
2021 2020
Audited Audited
ASSETS
Non-Current
Assets
(a) Property,
Equipment
Plant
and
9,649.35
(b) Right of Use Assets 68.16 9,999.59
252.26
(c) intangibleAssets 20.51 20.65
(d) Financial
Assets
- Investments 10,273.65 12,798.86
- Trade
Receivables
10,614.71 29,683.34
- Loans 13,487.62 13,200.93
- Other
Bank Balances
1,382.52 4,440.34
- Other
Financial
Assets
304.39 363.84
(e) Deferred
Tax Assets
11,405.20 10,566.58
(f) Other
Non-Current
Assets
30,909.66 29.145.42
88,115.77 1, 10,471.81
Current
Assets
(a) Inventories
Assets
7,123.60 6,273.73
(b) Financial
- Trade
Receivables
- Cash
and Cash
Equivalents
39,222.51
3,797.47
33,912.90
1,927.63
- Other
Bank
Balances
1,970.74 1,358.97
- Other
Financial
Assets
99,523.22 1,04,895.44
(c) Other
Current
Assets
11,244.05 10,522.12
1,62,881.59 1,58,890.79
TOTAL
ASSETS
2,50,997.36 2,69,362.60
LIABILITIES
EQUITY
AND
Equity
(a) Equity Share
Capital
819.45 819.45
(b) Other
Equity
26,576.22 37,823.86
Total
Equity
27,395.67 38,643.31
Liabilities
Non-Current
Liabilities
(a) Financial
Liabilities
- Borrowings 63,055.44 65,098.36
- Trade
Payables
Outstanding
- Total
Dues
of Micro
Enterprises
and
Small
Enterprises
- Total Outstanding Dues
of Creditors
other
than
Micro Enterprises and Small
Enterprises
5,242.15 9,475.04
- Other
Financial
Liabilities
4,987.02 6,157.35
(b) Provisions 297.19 314.22
73,581.80 81,044.97
Current
Liabilities
(a) Financial
Liabilities
- Borrowings 1,15,028.86 81,473.17
- Trade
Payables
- Total Outstanding Dues
of Micro
Enterprises
Small Enterprises
and
58.22 92.03
- Total Outstanding Dues
of Creditors
other
than
Micro
Enterprises
and
Small
Enterprises
26,835.83 48,340.09
- Other
Financial
Liabilities
6,237.42 17,619.00
(b) Other
Current
Liabilities
(c) Provisions
1,690.78 1,938.32
168.80 211.71
TOTAL
LIABILITIES
1,50,019.90
2,23,601.70
1,49,674.32
2,30,719.29
TOTAL
EQUITY AND
LIABILTIES
2,50,997.36 2,69,362.60
on behalf
of Board
of
Date:
29th
June,2021

Place: Kolkata

SPML INFRA LIMITED Registered Office: F-27/2, Okhla Industrial Area, Phase- ii, New Delhi- 110020 Tel: +91-0124-3944555; Fax- +91-0124-3983201 Website: www.spml.co.ln; Email: [email protected] CIN: L40106DL 1981PLC012228

Audited Standalone Statement of Cash flow for the year ended 31st March, 2021

Rs in Lakhs
Particulars For
the Year
Ended
For the Year
Ended
31st
March
2021
2020
31st
March
Audited Audited
A. CASH
FLOWS
FROM
OPERATING
ACTIVITIES
Profit
I (Loss)
before
from
continuing
tax
operations
(639.14) (223.93)
I (Loss) before
Profit
tax from
discontinued
operations
(10,676.46) 382.22
Total
Profit
I (Loss)
before
tax
(11,315.60) 158.29
Adjustments
for:
Depreciation and
Amortisation
expenses
542.98 562.13
Interest
Expenses
4,496.33 10,461.12
Commission
income
(202.09) (550.90)
Sundry Balances
written
off
656.28 1.755.69
ECL on
loans
722.69 240.55
of investment
Impairment
in equity shares
of subsidiaries
and
associates
1,716.51 2,193.79
in preference
ECL on
investment
shares
368.00
Impairment
of investment
in equity shares
of company
through profit and
fair valued
loss
168.96
ECL charge /(reversal)
Trade
Receivable
on
263.37 (2,118.42)
Profit on sale
of property plant and
equipment
1.29
Liabilities
longer required written
back
no
(2,352.08) (4,692.01)
Interest
Income
(1,567.99) (2,414.75)
Operating
Profit
before
Working
Capital
changes
(7,039.60) 6,133.74
Adjustment for:
payables
Increase
in trade
(23,418.88) (15,283.88)
lncrease/(decrease)
in provisions
(590.15) 381.68
Increase
in other
current
liabilities
(13,278.69) (957.92)
(increase)
Decrease/
in trade
receivables
15,444.53 (3,977.40)
Decrease/
(increase)
in inventories
(849.87) (809.59)
Increase
in loans
and
advances
(965.58) 257.23
Increase
in other
current
assets
2,866.16 1,385.98
Cash
generated/(used)
from
operations
(27,832.09) (12,870.16)
(net of refunds)
Taxes
Paid
628.89 (460.65)
from
Net
Cash
Operating
Activities
(27,203.20) (13,330.81)
B. CASH
FLOWS
FROM
INVESTING
ACTIVITIES
Purchase
of PPE
including capital work
in progress
175.16 (88.81)
from sale
Proceeds
of PPE
4.46 4.60
Deposits encashed/
Fixed
(invested)
123.27 6,338.13
Loans
(given) I repayment
received
(111.26) 249.13
Interest
received
1,322.63 1,322.63
Net Cash
generated/(used)
in Investing Activities
1,514.26 7,825.68
C. CASH
FLOWS
FROM
FINANCING
ACTIVITIES
Net movement
in Long Term
Borrowings
(1.131.43) (1,178.46)
Net movement
in Short
Borrowings
Term
33,555.68 18,670.72
paid
Interest
(4,865.47) (10,805.94)
Net Cash
generated/(used)
in Financing Activities
27,558.78 6,686.32
D. Exchange differences
translation
of foreign subsidiaries
on
Net lncrease/(Decrease)
in Cash
& Cash
Equivalents
1,869.84 1,181.19
Cash
& Cash
Equivalents at the beginning of the year
1,927.63 746.44
Cash
& Cash
at the end
of the
year
3,797.47 1,927.63
Equivalents

Place: Kolkata Date :29th June,2021

Notes to the Statement of Standalone Financial Results

    1. The above results have been reviewed by the Audit Committee and subsequently approved by the Board of Directors of the Company at their respective meetings held on zs" June, 2021. The statutory auditors of the company have audited the said results for the year ended 31st March, 2021.
    1. The outbreak of COVID-19 pandemic has disrupted regular business operations of the Company due to the lock down restrictions and other emergency measures imposed by the Central and State Governments from time to time, because of interruption in the project activities, supply chain disruption, human resource availability constraints etc. The business operations have recommenced on a lower scale post relaxation of lockdowns as compared to pre-pandemic levels. The management has evaluated the possible impact of known events, upto the date of approval of these financial results, arising from COVI D-19 pandemic on the carrying value of the assets and liabilities as at 31st March, 2021 and has concluded that no material adjustments are required currently at this stage, except for matters as mentioned in Note nos. 4 and 10 herein below. However, there exists some uncertainty in relation to the future impact of COVID-19 pandemic on the Company and, accordingly, the actual impact in the future may be different from those presently estimated. The Company will continue to monitor any material change to the future economic conditions and consequential impact on the financial results.
    1. The company has been facing financial crisis since last few financial years and with effect from the previous financial year, the Company has defaulted in payment of its dues to the financial creditors ( mainly to banks/financial institutions, hereinafter referred to as "Lenders") and accordingly, the borrowing facilities of the company with the Lenders are irregular as on 31st March, 2021. The Company is in the process of formulating a resolution plan with Lenders, which is at an advanced stage of discussions after protracted negotiations and completion of various processes. , The proposed resolution plan has been forwarded for the Independent Credit Evaluation (ICE) of External Credit Rating Agencies for obtaining RP4 rating, which is necessary and essential for the approval of the resolution plan. Considering the above progress in implementation of a sustainable resolution plan together with positive future growth outlook, the management is confident of improving the overall financials of the Company. The company's financials are further likely to improve with expected realization of various contingent assets in the form of arbitration awards and claims which have been considered as part of the resolution plan. Accordingly, the Company's Board of Directors considers it appropriate to prepare these financial results on a going concern basis.
    1. Operations of the Trading segment had virtually ceased since January, 2020 onwards, primarily because the Company decided to focus on its core activities i.e infrastructure development. The management was continuously assessing the realisability of the non moving debtors/ advances to creditors of the segment due to the impact of COVI D-19 . Accordingly, the Board of Directors of the Company, at it's meeting held on iz" February, 2021, accorded it's consent towards closure of the Trading Segment of the Company w.e.f the financial year ended 31st March, 2021. Consequentially, during the quarter ended 31st March, 2021, in respect of the Trading segment, the Company has written off all the balances appearing in the books of account (non-m ing debtors and creditors). The Company is now operating in a single segment viz. EPC.

    1. Interest on YTM basis amounting to Rs. 1,413.20 lakhs and Rs. 5,560.59 lakhs for the quarter and year ended 31st March,2021 respectively has not been provided on Optionally Convertible Debentures (OCDs) issued to Lenders under S4A scheme, as the same is not payable until maturity of such OCDs. However, the current resolution plan which is under consideration entails revision in the terms of these OCDs . The. Statutory Auditors report is modified in respect of this matter by way of a qualification. The Audit Report for the year ended 31st March, 2020 and the Limited Review Reports for the first three quarters of FY 2020-21 were similarly modified in respect of this matter.
    1. The operations of the company have suffered in the last few years mainly due to general economic slowdown as well as various actions and inactions by various Government bodies I authorities, including factors beyond the control of the Company or its management. The major clients I customers of the Company are government bodies wherein the monies of the company are stuck since long and for which the claims of the Company are pending. Th8 situation has been further aggravated with the non-release of sanctioned working capital credit facilities including Bank Guarantee limits, alongwith levy of excess margin & charges by some of the Lenders as against the agreed terms of sanction by them. Due to the mismatch in the cash flows, the Company has not been able to service its debts or meet the payment obligations to the Lenders. Hence, the accounts of the Company with the Banks have been classified as irregular and sub - standard .. Consequently, wef 1st November, 2019, majority of the Lenders ceased charging interest on loans to the Company, in their books of account, as per RBl's prudential norms, although the Company continued to provide for the interest liability in its books of account upto so" September, 2020, on accrual basis .. In the on-going resolution with the Lenders, the Company has proposed issuance of a separate instrument towards the unpaid interest upto the cut-off date which is under active consideration and hence the company is not recognizing any interest liability on the fund based borrowing facilities in the books of accounts as on 31st March, 2021. Accordingly, based on the expectation of imminent approval and implementation of the resolution plan, during the quarter ended 31st December, 2020, the Company has written back Rs. 10,093.03 lakhs representing liability towards interest expense on its borrowings from Lenders, for the period from 1st November, 2019 to so" September, 2020. Further, interest expense of Rs.3, 785.69 lakhs and Rs. 4,806.88 on the said borrowings have not been recognized for the quarters ended 31st December, 2020 and 31st March, 2021 respectively. Effect of the resolution plan would be provided in the financial statements of the Company as and when the plan is finally approved and implemented by the lenders. Statutory Auditors report is modified in respect of the aforesaid writeback and non-recognition of interest liability, by way of a qualification. The Limited Review Report for the quarter and nine months ended 31st December, 2020 was similarly modified in respect of this matter.
    1. Clients of the Company had foreclosed certain projects/contracts which are presently under arbitration/litigation proceedings. The management, based on the facts of the cases, is confident to recover I realise the trade receivables and inventories as at 31st March, 2021 of Rs. 8,017.29 lakhs and Rs. 1,120.38 lakhs respectively, related to the aforesaid projects/contracts. The Statutory Auditors have expressed their inability to comment upon the recoverability/realisability of the aforesaid amounts and their audit report is modified in respect of this matter by way of a qualification. The Audit Report for the year ended 31st March, 2020 and the Limited Review Reports for the first three quarters of FY 2020-21 were similarly modified in respect of this matter.

    1. The Company has certain trade and other receivables of Rs. 39,839.82 lakhs as at 31st March, 2021 backed by arbitration awards pronounced in its favour over the years. Further, the Company has recognised interest income of Rs. 669.89 lakhs and Rs 2,644.38 lakhs during the quarter and year ended 31st March, 2021 respectively on such arbitration awards. Against these awards, the customers have preferred appeals in the jurisdictional courts and the legal proceedings are going on. Pending the outcome of the said legal proceedings, the above amounts are being treated as fully realisable as based on the facts of the respective case, the management is confident that the final outcome of the legal proceedings would be in its favour.
    1. Other Income includes Rs. 315.27 lakhs and Rs. 2,118.18 lakhs for the quarter and year ended 31st March,2021 respectively relating to write back of certain credit balances of operational creditors, barred by the laws of limitation and not yet claimed by them.
    1. Other Expenses includes the following:
  • a) Rs. 2439.20 lakhs for the quarter and year ended 31st March,2021 relating to impairment of certain equity investments and expected credit losses on certain loans advanced by the Company.
  • b) Rs.1175.81 lakhs for the quarter and year ended 31st March,2021 relating to provision made towards certain vendor advances on a conservative basis, as these are old balances and the management feels that the realisability of the same has further been impacted during to the ongoing COVID-19 situation.
    1. Figures for the quarters ended 31st March, 2021 and 31st March, 2020 are the balancing figures between the audited figures for the year ended on that date and the published, unaudited year-to-date figures upto the end of 3rctquarter of the respective financial year.
    1. Previous period's figures have been regrouped /rearranged wherever considered necessary, to make them comparable with those of the current period.

Date : Kolkata Date : zs" June, 2021

88 Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 / 6758 / 3237 / 4473 E. [email protected] www.maheshwariassociates.com

Chartered Accountants

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF SPML INFRA LIMITED

Report on the Audit of the Standalone Financial Results

Qualified Opinion

We have audited the accompanying Standalone Financial Results ("the Statement") of SPML Infra Limited ("the Company"), for the year ended 31st March, 2021, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including relevant circulars issued by the SEBI from time to time ( "Listing Regulations" ).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors as referred to in the Other Matters section of our report below, the Statement:

  • (i) presents financial results in accordance with the requirements of Regulation 33 of the Listing Regulations, except for the effects I possible effects of the matters described in the Basis for Qualified Opinion section of our report below; and
  • (ii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 ("the Act"), read with relevant rules issued thereunder and other accounting principles generally accepted in India, of the standalone net loss and otner comprehensive expense and other financial information of the Company for the year ended on 31st March, 2021 except for the effects I possible effects of the matters described in the Basis for Qualified Opinion section of our report below.

Basis for Qualified Opinion

As stated in:

a. Note 5 to the Statement, interest on YTM basis amounting to Rs. 1,413.20 lakhs and Rs. 5,560.59 lakhs for the quarter and year ended 31st March, 2021 respectively was not provided on Optionally Convertible Debentures (OCDs) issued to lenders under S4A scheme, which is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109: Financial Instruments. Had such interest expense been recognized, the finance costs, loss before tax, loss after tax And total comprehensive expense would have been higher by the aforesaid amounts, for the quarter and year ended 31st March, 2021 respectively. Further, since the issue of OCDs, the total liability not provided for in respect of such interest on YTM basis is Rs. 17,287.29 lakhs as at 31st March, 2021. The Auditor's Report for the ?ear ended 31st March, 2020 and the Limited Review Reports for the quarters ended 301hJune, 301 September and 31st December, 2020 wer lso qualified in respect of this matter.

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - 560051 T. +91 80 4124 2545 E. [email protected]

Mumbai: 304F, B Wing, Sum it Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai - 400104 T. +91 9152105868 [email protected]

8B Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 I 3237 I 4473 E. [email protected] www.maheshwariassociates.com

Chartered Accountants

  • b. Note 6 to the Statement, Rs.10,093.03 lakhs representing liability towards interest expense on the Company's borrowings from financial creditors, for the period from 1st November, 2019 to 301h September, 2020, has been written back during the quarter ended 31st December, 2020.Further, interest expense of Rs. 3,785.69 lakhs and Rs.4806.88 lakhs on the said borrowings have not been recognized for the quarters ended 31st December, 2020 and 31st March, 2021 respectively. This is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109: Financial Instruments. Had the aforesaid liability towards interest expense not been written back and the aforesaid interest expense been recognised, the finance costs, loss before tax, loss after tax and total comprehensive expense for the quarter and year ended 31st March, 2021 would have been higher by Rs.4,806.88 lakhs. and Rs. 18,685.60 lakhs respectively. The Limited Review Report for the quarter ended 31st December, 2020 was also qualified in respect of this matter.
  • c. Note 7 to the Statement, regarding the Company's trade receivables (net of ECL) and inventories as at 31st March, 2021 of Rs. 8,017.29 lakhs and Rs.1,120.38 lakhs respectively, relating to certain projects foreclosed by clients and where the claims are presently under arbitration/ litigation proceedings. Pending the ultimate outcome of these matters (fate of which is presently unascertainable), we are unable to comment on the recoverability thereof. The Auditor's Re?ortfor the year ended 31st March, 2020 and the Limited Review Reports for the quarters ended 301 June, 301hSeptember and 31st December, 2020 were also qualified in respect of this matter.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Statement 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 financial statements under the provisions of the Act 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.

Emphasis of Matters

We draw attention to the following notes to the Statement:

  • (i) Note 2 to the Statement, which describes the effects of uncertainties relating to COVID-19 pandemic outbreak on the Company's operations and management's evaluation of its impact on the accompanying Statement as at the balance sheet date, the extent of which is significantly dependent on future developments.
  • (ii) Note 3 to the Statement which indicates that the Company has defaulted in payment of dues to financial creditors, it is facing working capital constraints and its borrowal facilities are irregular with certain financial creditors as at 31s1 March, 2021. Based on ongoing discussion with such creditors for formulation of a resolution plan and other mitigating factors as mentioned in the aforesaid Note 3, the Company's Board of Directors is of the view that going concern basis of accounting is appropriate for preparation of the accompanying Statement
  • (iii) Note 4 to the Statement, regarding closure of Trading Segment by the Company.

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - 560051 T. +91 80 4124 2545 [email protected]

Mumbai: 304F, B Wing, Sumit Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai-400104 T. +91 9152105868 [email protected]

Chartered Accountants

  • (iv) Note 8 to the Statement, regarding uncertainties relating to the recoverability of certain trade & other receivables as at 31st March, 2021 and recognition of interest income thereon, arising out of arbitration awards pronounced in favour of the Company.
  • (v) Note 9 to the Statement, regarding write back of Rs. 315.27 lakhs and Rs. 2,118.18 lakhs in respect of certain credit balances, during the quarter and year ended 31st March, 2020 respectively.
  • (vi) Note 10 to the Statement, regarding material items in "Other Expenses" pertaining to impairment on equity investments/expected credit loss on loans given by the Company/provisions against advances to vendors.

Our report on the Statement is not modified in respect of these matters.

Responsibilities of Management and Those Charged with Governance for the Statement

This Statement has been prepared on the basis of the related annual Standalone Financial Statements of the Company and has been approved by the Company's Board of Directors. The Company's Board of Directors is responsible for the preparation and presentation of the Statement that gives a true and fair view of the net loss and other comprehensive income and other financial information of the Company in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations 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 Statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board of Directors 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 the Board of Directors 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 Statement

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is 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 Standards on Auditing, specified under section 143(10) of the Act, 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 influen decisions of users taken on the basis of this Statement.

Bangalore: "Park Plaza" First Floor, No. 1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - 5600s'r- T. +91 804124 2545 [email protected]

Mumbai: 304F, B Wing, Sumit Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai - 400104 T. +91 9152105868 [email protected]

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

  • Identify and assess the risks of material misstatement of the Statement, 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 in place adequate internal financial controls with reference to financial statements 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 Board of Directors.
  • Conclude on the appropriateness of the Board of Directors' 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 Statement 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.
  • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

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 otner matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

a. We did not audit the financial statements I financial information of 3 (three) joint operations included in the accompanying Statement, whose financial statements I financial information reflect total assets of Rs. 117.29 lakhs as at 31st March, 2021, total revenues of Rs. Nil and total net profit after tax of Rs. 1.28 lakhs for the year ended on that date, as considered in the accompanying Statement. These financial statements I financial information have been audited by other auditors whose reports have been furnished to us by the Company's management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these joint operations, is based solely on the audit reports of such other auditors and on the procedures performed by us as stated in the section Auditor's Responsibilities for the Audit of the Statem nt hereinabove.

Bangalore: "Park Plaza" First Floor, No.1, Park Road {Off.Infantry Road), Tasker Town, Bangalore - 560051 T. +91 80 4124 2545 [email protected]

Mumbai: 304F, B Wing, Sumit Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon {West), Mumbai - 400104 T. +91 9152105868 [email protected]

88 Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 I 3237 I 4473 E. [email protected] www.maheshwariassociates.com

Chartered Accountants

  • b. We did not audit the financial statements I financial information of 4 (four) joint operations included in the accompanying Statement, whose financial statements I financial information reflect total assets of Rs. 4,982.76 lakhs as at 31st March, 2021, total revenues of Rs. 4,151.86 lakhs and total net loss after tax of Rs. 70.12 lakhs for the year ended on that date, as considered in the accompanying Statement. These financial statements I financial information are unaudited and have been furnished to us by the Company's management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these joint operations, is based solely on such un-audited financial statements/financial information. In our opinion and according to the information and explanations given to us by the Company's management, these financial statements I financial information are not material to the Statement.
  • c. Owing to non-availability of financial statements/financial information/financial results of 2 (two) joint operations, the same were not included in the Statement. According to the information and explanations given to us by the Company's management, such financial statements/financial information/financial results are not material to the Statement.
  • d. The Statement includes the standalone financial results for the quarter ended 31st March, 2021, being the balancing figures between the audited figures in respect of the full financial year and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subjected to limited review by us.

Our opinion is not modified in respect of these matters.

For Mahesh ari & Associates Chartered Ac ou tants FRN: 311008

\ CA. Bijay Murmuria Partner Membership No. : 055788

UDIN: 21055788AAAAAY5407

Place: Kolkata Date: zs" June, 2021

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - 560051 T. +91 80 4124 2545 [email protected]

Mumbai: 304F, B Wing, Sum it Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai - 400104 T. +91 9152105868 [email protected]

ANNEXURE-1

Statement
Impact
of Audit
Modification
(for audit
on
with
modified
opinion)
report
submitted
along
with
Annual
Audited
Financial
Results
(Standalone)
-
Particulars
I Total
Turnover
Income
Expenditure
Profit/(Loss)
Earnings
Share
Per
Assets
Liabilities
Worth
Any other
financial
item(s) (as
appropriate
by the
management)
Qualification
(each audit
qualification
of Audit
Qualification
:
Audited Figures (as reported
before
adjusting
for
qualifications)
(Rs. In lakhs)
65,858.32
66,497.46
(639.14)
(29.24)
2,50,997.36
2,23,601.70
27,395.67
Adjusted
Figures (audited
figures
after
adjusting
for
qualifications)
(Rs. In
lakhs)
55,765.29
76,447.79
(20,682.50)
(83.93)
2,50,997.36
2,44,062.20
27,121.23
separately):
Auditor's qualification
the
standalone
on
financial
results
-
As stated
a)
in :
Note
5 to
the
standalone
YTM
basis
amounting
to
5,560.59
lakhs
for
the
March,
2021
respectively
Optionally Convertible
lenders
under
S4A
accordance
with
the
Borrowing
Costs
read
Instruments.
Had
such
recognized,
the
finance
after
total
tax
and
have
been
by the
higher
quarter
and
ended
year
respectively.
Further,
since
liabilitynot
total
provided
YTM
basis
is Rs
17287.29
on
2021.
The
Auditor's
Report
March,
2020
and
the
Limited
301hJune,
quarters
ended
December,
2020
also
were
matter.
financial
results,
interest
on
Rs.
1,413.20
lakhs
and
Rs.
31st
quarter
and
ended
year
provided
not
was
on
Debentures
(OCDs)
issued
to
scheme,
which
is
in
not
requirements
of
Ind
AS
23:
with
Ind
AS
109:Financial
interest
been
expense
costs,
loss
before
tax,
loss
comprehensive
would
expense
aforesaid
amounts,
for
the
31st
March,
2021
the
issue
OCDs,
of
the
for in respect
of such
interest
lakhs
at
31st
March,
as
for
the
ended
31st
year
Review
Reports
for the
so"
31st
September
and
qualified in respect
of this
financial
interest
the
expense
on
financial
creditors
Rs.
1st November,
period
from
2020,
has
been
written
31st
December,
2020.
results
regarding
Company's
borrowings from
10,093.03
lakhs
lakhs,
for
the
so"
September,
2019
to
during the
quarter
ended
Further,
interest
of
expense
b) Note
6
the
to
standalone
back
Rs.3,785.69
lakhs
4806.88
and
Rs.
the
said
on
borrowings
have
been
not
recognized
for the
quarters
31st December,
31st
ended
2020
and
March,
2021
respectively.
This
is
not
in
accordance
with
the
requirements
of Ind AS
23:
Borrowing Costs
read
with
Ind
AS
109:
Financial
Instruments.
Had
the
aforesaid
liability towards
interest
been
not
written
expense
back
and
the
aforesaid
interest
been
expense
recognised,
the
finance
costs,
before
loss
loss
tax,
after
tax
and
total
comprehensive
for
the
expense
and
quarter
ended
31st
March,
2021
would
have
year
been
higher
by
Rs.
4806.88
Rs.
and
18685.60
respectively.
The
Limited
Review
Report
for
the
31st December,
ended
quarter
2020
also
qualified
was
in respect
of this
matter.
c)
Note
7
to
the
standalone
financial
results,
regarding
the
Company's
trade
receivables
(net
ECL) and
of
31st March,
inventories
at
2021
of
Rs.
8,017.29
as
lakhs
and
Rs.1, 120.38
lakhs
respectively,
relating to
certain
projects
foreclosed
by clients
in earlier
years
and
where
the
claims
presently
under
arbitration/
are
litigation proceedings.
Pending
the
ultimate
outcome
of
these
(fate
matters
of
which
is
presently
unascertainable),
unable
to
comment
the
we
are
on
recoverability
thereof.
The
Auditor's
Report
for
the
March,
2020
ended
31st
and
the
Limited
Review
year
so"
30th
Reports
for
the
quarters
June,
ended
31st
September
December,
and
2020
also
were
qualified in respect
of this
matter.
of Audit
Type
Modification
:
(Qualified
I Disclaimer
Opinion
Qualified
Opinion.
of qualification
Frequency
:
(Whether
appeared
first
time/
I since
repetitive
how
long
continuing)
Qualification
(a) : Repetitive
Qualification
(b) : Appeared
first
time
Qualification
(c)
: Repetitive
Qualification(s)
For
Audit
where
the
impact
is quantified
by the
auditor,
Management's
Views:
a)
for
No
provision
interest
of YTM
account
amounting
on
5,560.59
lakhs
has
been
Rs.
made
during the
to
year
Optionally Convertible
Debentures
(OCDs) issued
on
to
lenders
under
SPML
54A
Scheme
the
management
as
believes
that
the
is not
payable
until
of
maturity
same
such
OCD.
b)
Interest
company's
borrowings
from
expense
on
financial
creditors
amounting
to
Rs.
10,093.03
lakhs
has
been
written
back
during
the
Further,
interest
year.
of Rs.3,785.69
lakhs
and
Rs.
4806.88
expense
the
on
said
borrowings
have
not
been
recognized
for
the
31st December,
31st March,
quarters
ended
2020
and
2021
respectively
because
of
the
ongoing
resolution
with
the
Lenders
regarding
their
dues
with
the
Company,
the
Company
has
proposed
issuance
of a
separate
instrument
the
towards
unpaid
interest
upto
the
cut-off
date
which
is
under
active
consideration
and
hence
the
is
not
recoonizino
company
anv
of Opinion I Adverse
Opinion)
e. For
where
(i)
Qualification(s)
Audit
impact
the
is
not
quantified
by the
auditor:
Management's
estimation
the
on
impact
of
audit
qualification:
interest
liability on
fund
the
based
borrowing
facilities
31st March,
in the
books
of accounts
2021.
as
on
Effect
of the
resolution
plan
would
be
provided
in the
financial
of
Company
statements
the
Parent
and
as
plan is finally approved
when
the
implemented
and
by
the
lenders.
The
Statutory
Auditors
have
expressed
their
inability
to
recoverability/realisability
the
of
certain
trade
comment
upon
(net
ECL) and
receivables
of
inventories
amounting
Rs.
to
31st
respectively
8017.29
lakhs
and
Rs.1,120.38
lakhs
at
as
March,
2021
in
of
with
certain
respect
contracts
customers,
which
under
arbitration.
are
The
based
facts
of
the
the
and
management,
past
on
cases
precedence
is confident
I realize
the
above
to
amounts.
recover
(ii) If management
is unable
impact,
estimate
the
to
for
the
reasons
same:
Not
applicable.
(iii) Auditors'
Comments
on
(i) or
(ii) above:
Included
in details
of Auditor's
qualification
stated
above.

SPML INFRA LIMITED Registered Office: F-27/2, Okhla Industrial Area, Phase- II, New Delhi-110020 Tel: +91-0124-3944555; Fax- +91-0124-3983201 Website: www.spml.co.ln; Email: [email protected] CIN: L40106DL 1981PLC012228

Statement of Consolidated Financial Results for the quarter and year ended 31st March, 2021

In Lakhs
Rs
Particulars 3 months
ended
31/03/2021
3 months
ended
31/12/2020
3 months
ended
31/03/2020
Year ended
31/03/2021
Year ended
31/03/2020
Unaudited
Refer
Note
13
Unaudited Unaudited
13
Refer
Note
Audited Audited
1. Revenue
from Operations
a. Revenue
21,142.29 30,920.89 35,586.03 68,285.34
6,377.41
1, 70,647.73
10,866.24
(refer note
11 )
b. Other Income
Total
Income
3 359.51
24 501.80
1,146.15
32 067.04
4,210.23
39 796.26
74 662.75 1 81 513.97
2. Expenses
and Other Construction
Expenses
Consumed
a.Materials
Goods
b. Purchase
of Traded
17,675.37 28,456.18 16,316.77
11,494.94
55,331.35 70,733.33
76,033.86
Expense
c. Employee Benefits
734.65 677.91 1,360.39 2,622.25 5,356.27
d. Finance
Cost (refer note 7)
27.86 (2995.15) 4,213.50 6,695.13 15,692.41
e. Depreciation and Amortization
Expenses
130.18 134.96 321. 74 555.90 1,118.07
(refer note
12)
f. Other Expenses
Expenses
Total
8 001.29
26 569.35
1 227.02
27 500.92
5,326.43
39 033.77
10,566.60
75 771.23
10,514.43
1 79 d46.37
I (Loss) before
of Profit
I (Loss) of Associates
& Joint
share
3, Profit
operations
(1-2)
& Tax from
continuing
Ventures
(2067.55) 4,566.12 762.49 (1108,48) 2,065.60
4. Tax Expense
of continuing
operations
a. Current Tax 3.11 2.84
463.84
25.68
170.17
5.95
/458.68
553.53
899.70
b. Deferred
Tax
(356.23)
353.12)
466.68 195.65 /452.73 1 453.23
of profit I (loss) of Associates
and
5. Profit
/(loss) before
share
operations(3-4)
Joint
Ventures
from
continuing
(1714.43) 4,099.44 566.64 (655.75) 612.37
Share of profit I (loss) of Associates
and Joint Ventures
(902.27) (28.40) (446.03) (443.48) (388.82)
Non . controlling interest (55.97) 16.46 (370.00) (54.98) (53.36)
2560.73) 4054.58 490.61 11044.25 276.91
(Loss) after
Tax from
continuing
operations
6. Profit/
discontinued
operations
tax from
7. Profit
I (Loss)
before
(1859.56) (6796.50) (10676.46) 362.22
of discontinued
operations
8. Tax Expense
a. Current
Tax
Tax
b. Deferred
after Tax from
discontinued
operations
(7-81
9. Profit/
(Loss)
(1859.56) (6796.50) (10676.46) 382.22
10. Total
Profit
I (Loss) before
tax
(4773.41) (2275.24) 686.46 (12173.44) 2,112.36
Tax Expense
for the period
(4+8)
11. Total
Tax
a. Current
Tax
3.11
1356.23\
2.84
463.84
25.68
170.17
5.95
1458.68
553.53
899.70
b. Deferred 1353.12\ 466.68 195.85 1452.73 1453.23
12. Total
Net Profit/
(Loss)
after
Tax
(4420.29) (2741.92) 490.61 (11720.71) 659.13
Comprehensive
Income/
(Expense)
13. Other
not to be reclassified
subsequently to Profit or Loss (net of tax)
Items
benefit
plans
of defined
- Gain/(Loss)
on fair value
2.01 (17.88) 46.63 29.54 66.09
measured
at FVOCI
of equity instruments
- Gain/(Loss) on fair value
Comprehensive
Income
I (Expense)
Other
1538.77\
536.76)
117.88\ 383.88
430.51
1538.77
1509.22
383.88
449.97
Total
for the period (6+7)
Income/
(Loss)
14. Total
Comprehensive
(4957.05\ 12759.80\ 921.12 112229.93) 1109.10
equity share
capital
(par value
of Rs 2/- each)
15. Paid-up
819.45 819.45 819.45 819.45 819.45
16. Other
Eouitv
fexcludina
revaluation
reserves\
25.385.73 37,612.15
per equity share
of Rs 2/- each)
17. Earnings
(par value
per Equity share
18.
Earnings
for continuing operations (Basic and
(i) Earnings per Equity share
·(not annualized)
· 2 each)
Diluted } (in Rupees)
(par value
(6.99) • 11.06
*
1.34 * (2.85) 0.76
for discontinued
operations (Basic and
(ii) Earnings per Equity share
'(not annualized} (par value · 2 each)
) (in Rupees)
Diluted
(5.07) * (18.54) • 0.00" (29.13) 1.04
for continuing and discontinued
(ii) Earnings per Equity share
) (in Rupees)
*(not annualized) (par
operations (Basic and Diluted
value
· 2 each)
(12.06) •
(\
(7.48) • 1.34 * (31.98) 1.80

l Q;t; /. ?\& V-? '""?t?'"' Dated: 29th June, 2021 '-.C ..

SPML INFRA LIMITED

Registered Office: F-2712, Okhla Industrial Area, Phase- II, New Delhi-110020 Tel: +91-0124-3944555; Fax- +91-0124-3983201

Website: www.spml.co.in; Email: [email protected] CIN: L40106DL 1981 PLC012228

Consolidated Statement of Assets and Liabilities as at 31st March, 2021

Rs. In Lakhs
Particulars 31,
As at March
2021
As at March
31,
2020
Audited Audited
ASSETS
Non-Current
Assets
and Equipment
(a) Property, Plant
10,037.86 10,399.76
in Progress
(b) Capital Work
5,634.72 5,634.72
(c) Right of Use Assets 68.16 252.26
(d) Intangible Assets 1,571.42 1,567.92
Property
(e) Investment
(f) Financial
Assets
- Investments
6,984.74 9,474.44
Receivables
- Trade
12.316.46 29.683.34
- Loans 9,447.19 9,739.81
Financial
Assets
- Other
1,701.49 4,818.29
(g) Non Current
Tax Assets
4,833.87 5,462.76
(h) Deferred
Tax Assets
9,995.02 9,284.67
29,004.00
(i) Other Non-Current
Assets
31,977.37
94,568.30
1, 15,321.97
Current
Assets
(a) Inventories
{b) Financial
Assets
7,123.60 6,273.73
- Investments 2,442.32
Receivables
- Trade
46,062.56 46,773.80
and Cash
Equivalents
- Cash
3,965.48 2,027.98
Balances
- Other
Bank
1,970.74
494.07
1,358.97
514.97
- Loans
- Other
Financial
Assets
99,542.82 1,05,694.27
(c) Current
Tax Assets
432.58 499.44
(d) Other
Current
Assets
17,888.15 18,940.42
1,77,480.00 1,84,525.90
ASSETS
TOTAL
2,72,048.30 2,99,847.87
AND LIABILITIES
EQUITY
Equity
(a) Equity Share
Capital
819.45 819.45
(b) Other Equity
to Owners
Equity Attributable
of the Parent
25,385.73 37,612.15
Non-Controlling Interests 1,528.61 1,583.58
Total
Equity
27,733.79 40,015.18
Liabilities
Non-Current
Liabilities
(a) Financial
Liabilities
- Borrowinos
- Trade
Payables
Enterprises and Small
Enterprises
- Total Outstanding
Dues
of Micro
65,033.49 67,349.31
than Micro Enterprises and Small Enterprises
- Total Outstanding Dues
of Creditors
other
5,242.15 9,475.04
- Other
Financial
Liabilities
4,945.80 6,116.13
(b) Provisions 307.70 329.70
75,529.14 83,270.18
Liabilities
Current
(a) Financial
liabilities
- Borrowings
Payables
- Trade
1,16,257.26 82,084.67
Outstanding Dues
of Micro Enterprises and Small
Enterprises
- Total
58.22 92.03
Outstanding Dues
than Micro Enterprises
Enterprises
- Total
of Creditors
other
and Small
38,572.94 62,969.29
- Other
Financial
Liabilities
11.203.01 25,181.02
(b) Other Current liabilities 2,524.90 6,023.54
(c) Provisions 168.80
0.24
211.72
0.24
(d) Current
Tax Liability
1,68,785.37 1,76,562.51
LIABILITIES
TOTAL
2,44,314.51 2,59,832.69
EQUITY AND LIABILITIES
TOTAL
2,72,048.30 2,99,847 .87
Infra Ltd.
Dated:
29th
June, 2021
Place:
Kolkata

SPML INFRA LIMITED Registered Office: F-27 /2, Okhla Industrial Area, Phase- II, New Delhi- 110020 Tel: +91-0124-3944555; Fax- +91-0124-3983201 Website: www.spml.co.in; Email: [email protected] CIN: l401060L1981PLC012228

Audited Consolidated statement of cash flows for the half year ended 31st March 2021

Rs. In lakhs
Particulars For the Year
Ended
For the Year
Ended
March
2021
31st
31st
March
2020
Audited Audited
FROM
OPERATING
ACTIVITIES
A. CASH
FLOWS
Profit
before
share
of Profit I (Loss) of Associates
& Joint
Ventures
& Tax from continuing operations
(1,108.48) 2,065.60
Profit I (Loss) before
tax from discontinuing
operations
(10,676.46) 382.22
of Profit
Total
Profit
before
share
I (Loss)
of Associates
& Joint
Ventures
& Tax
(11,784.94) 2,447.82
Adjustments
for:
Depreciation and Amortisation
expenses
555.90 1,118.07
Interest
Expenses
6,673.75 15,663.38
Sundry Balances
written
off
11,240.75 2,046.36
for doubtful
debts
Provision
5,693.64 1,105.89
Profit on sale
of property plant and
equipment
2.00
no longer required written
Liabilities
back
(4,400.42) (5,311.76)
Interest
Income
Operating
Working
Capital changes
Profit
before
1 092.77
6,885.91
1 667.35
15,404.41
Adjustment
for:
in trade
payables
Increase
(24,262.62) (28,330.66)
lncrease/(decrease)
in provisions
(629.12) 178.91
lncrease/(decrease)
in other
liabilities
current
(16,936.51) (2,650.13)
lncrease/(decrease)
in trade
receivables
3,587.24 14,313.49
Decrease/
(increase)
in inventories
(849.87) 388.41
lncrease/(decrease)
in loans
and
advances
1,109.66 (5,923.05)
Increase
in other
current
assets
424.50 6,931.07
generated
operations
Cash
from
(30,670.81) 312.45
Paid (net of refunds)
Taxes
438.13 575.81
Operating
Net Cash
from
Activities
(30,232.68) (263.36)
INVESTING
B. CASH
FLOWS
FROM
ACTIVITIES
Purchase
of PPE
including capital work in progress
Proceeds
from sale
of PPE
(33.32)
256.55
(476.74)
Fixed
Deposits encashed
I (invested)
2,445.58 16,392.56
8,984.18
Sale
I (purchase)
of non-current
investments:
4,932.01 5,260.93
Loans
(given) I repayment
received
353.92 (3,716.07)
Interest
received
1 127.87 1 729.14
in Investing
Activities
Net Cash
used
9,082.61 28,174.00
C. CASH
FLOWS
FROM
FINANCING
ACTIVITIES
in Minority Interest
Movement
(384.99) (19,616.01)
in Long Term
Borrowings
Net movement
(2,684.31) (2,020.91)
Borrowings
Net movement
in Short
Term
34,172.59 10,223.01
paid
Interest
8 015.72 15,896.50
in Financing
Net Cash
used
Activities
23,087.57 (27,310.41
Exchange differences
of foreign subsidiaries
D.
translation
on
(2,257.66)
in Cash
& Cash
Net lncrease/(Decrease)
Equivalents
1,937.50 (1,657.43)
Cash
& Cash
Equivalents at the beginning of the year
2,027.98 3,685 41
Cash
& Cash
Equivalents
at the
end
of the year
3,965.48 2,027.98

SPML INFRA LIMITED Registered Office: F-27/2, Okhla Industrial Area, Phase- 11,New Delhi-110020 Tel: +91-0124-3944555; Fax- +91-0124-3983201 Website: www.spml.co.in; Email: [email protected] CIN: L40106DL 1981PLC012228

Audited Consolidated Segment wise Revenue, Results, Assets and Liabilities for the Quarter and Year ended 31st March, 2021

Rs. In Lakhs
SL. PARTICULARS 3 months
ended 31/03/2021
3 months
ended 31/1212020
ended 31/03/2020
3 months
ended
Year
31103/2021
Year ended
31/03/2020
Unaudited Unaudited Unaudited Audited Audited
1 Segment Revenue
(Gross)
a) Construction 20,954.67 30,920.89 21,729.40 68,097.72 89,201.35
Generation
b) Hydro Power
1,152.10 2,100.23
c) Waste
Management
231.20 34.14
d) Trading 12,053.27 78,510.82
e) Others 187.62 420.06 187.62 801.19
Revenue
from
Operations
21,142.29 30 920.89 35,586.03 68,285.34 1,70,647 .73
2 Tax and Interest)
Segment Results
(Profit I (Loss) Before
a) Construction (1,551.76) 3,758.63 3,550.41 6,168.39 14,299.38
Generation
b) Hydro Power
759.32 1,844.05
c) Waste
Management
(890.93) 16.27 712.16 (843.38) 566.99
d) Trading (1,859.56) (8,816.90) (219.14) (10,676.46) 1,320.58
o) Others 403.00 (183.53\ 173.23 261.64 109.23
Total (3,899.25) (5,225.53) 4,975.99 (5,089.81) 18,140.23
Costs
i. Finance
(27.86) 2,995.15 (4,213.50) (6,695.13) (15,692.41)
Net off Unallocable
Income
ii. Unallocable
Expenditure
Profit/(loss)
before
share
of Profitl(loss)
of Associates
and Joint
Total
Ventures
and Tax
(3,927.11) (2,230.38) 762.49 (11,784.94) 2,447.82
3 Segment
Assets
a) Construction 2,45, 189.93 2,58,731.90 2,53,925. 76 2,45,189.93 2,53,925. 76
b) Hydro Power
Generation
7,008.82 7,008.82 7,008.82 7,008.82 7,008.82
c) Waste
Management
6,080.03 9,044.70 9,051.45 6,080.03 9,051.45
d) Trading 2,578.68 13,852.57 13,852.57
e) Others 13,769.52 15,908.87 16,009.27 13,769.52 16,009.27
I) Unallocated
Total
Segment
Assets
2,72,048.30 2,93,272.97 2,99,847.87 2,72,048.30 2,99,847.87
4 Segment
Liabilities
a) Construction 2,23,028.27 2,34,437.37 2, 18,929.33 2,23,028.27 2, 18,929.33
Generation
b) Hydro Power
3,429.37 3,429.37 3,429.37 3,429.37 3,429.37
c) Waste
Management
2,332.03 4,384.97 4,386.70 2,332.03 4,386.70
d) Trading 228.63 15,066.86 15,066.86
e) Others 15,524.84 18,045.86 18,020.43 15,524.84 18,020.43
I) Unallocated
Total
Segment
Liabilities
2.44,314.51 2,60,526.20 2,59,832.69 2,44,314.51 2,59,832.69

DI No. 00464390 .. Q.:D'/;;? AhJ and Se1hl Chairman

Dated: 29th June, 2021 Place: Kolkata

Notes to Statement of Consolidated Financial Results:-

    1. SPML Infra Ltd. (the 'Parent Company') and its subsidiaries are together referred to as 'the Group' in the following notes.
    1. The above consolidated results have been reviewed by the Audit Committee and subsequently approved by the Board of Directors of the Parent Company at their respective meetings held on zs" June, 2021. The statutory auditors of the Parent Company have audited the said results for the year ended 31st March, 2021.
    1. The outbreak of COVI D-19 pandemic has disrupted regular business operations of the Group due to the lock down restrictions and other emergency measures imposed by the Central and State Governments from time to time, because of interruption in the project activities, supply chain disruption, human resource availability constraints etc. The business operations have recommenced on a lower scale post relaxation of lockdowns as compared to pre-pandemic levels. The management of the Parent Company has evaluated the possible impact of known events, upto the date of approval of these consolidated financial results, arising from COVID-19 pandemic on the carrying value of the assets and liabilities as at 31st March, 2021 and has concluded that no material adjustments are required currently at this stage except for matters as mentioned in Note nos. 5 and 12 hereinbelow. However, there exists some uncertainty in relation to the future impact of COVID-19 pandemic on the Group and, accordingly, the actual impact in the future may be different from those presently estimated. The Parent Company will continue to monitor any material change to the future economic conditions and consequential impact on the financial results.
    1. The Parent Company has been facing financial crisis since last few financial years and with effect from the previous financial year, the Parent has defaulted in payment of its dues to the financial creditors ( mainly to banks/financial institutions, hereinafter referred to as "Lenders") and accordingly, the borrowing facilities of the Parent Company with the Lenders are irregular as on 31st March, 2021. The Parent Company is in the process of formulating a resolution plan with Lenders, which is at an advanced stage of discussions after protracted negotiations and completion of various processes. , The proposed resolution plan has been forwarded for the Independent Credit Evaluation (ICE) of External Credit Rating Agencies for obtaining RP4 rating, which is necessary and essential for the approval of the resolution plan. Considering the above progress in implementation of a sustainable resolution plan together with positive future growth outlook, the management is confident of improving the overall financials of the Parent Company. The Parent's financials are further likely to improve with expected realization of various contingent assets in the form of arbitration awards and claims which have been considered as part of the resolution plan. Accordingly, the Parent Company's Board of Directors considers it appropriate to prepare these financial results on a going concern basis.
    1. Operations of the Parent Company's Trading segment had virtually ceased since January, 2020 onwards, primarily because it decided to focus on its core activities i.e infrastructure development . The management was continuously assessing the realisability of the non moving debtors/ advances to creditors of the segment due to the impact of COVID-19 . Accordingly, the Board of Directors of the Parent Company, at it's meeting held on 1 z" February, 2021, accorded it's consent towards closure of the Trading Segment of the Company w.e.f the financial year ended 31st March, 2021. Consequentially, during the quarter ended 31st March, 2021, in respect of the Trading segment, the Parent Company has written off all the balances appearing in the books of ccount (non-moving debtors and creditors).

    1. Interest on YTM basis amounting to Rs. 1413.20 lakhs and Rs. 5560.59 lakhs for the quarter and year ended 31st March,2021 respectively has not been provided on Optionally Convertible Debentures (OCDs) issued to Lenders under S4A scheme by the Parent Company, as the same is not payable until maturity of such OCDs. However, the current resolution plan which is under consideration entails revision in the terms of these OCDs . The Statutory Auditors report is modified in respect of this matter by way of a qualification. The Audit Report for the year ended 31st March, 2020 and the Limited Review Reports for the first three quarters of FY 2020-21 were similarly modified in respect of this matter.
    1. The operations of the Group have suffered in the last few years mainly due to general economic slowdown as well as various actions and inactions by various Government bodies I authorities, including factors beyond the control of the Group or its management. The major clients I customers of the Group are government bodies wherein the monies of the Group are stuck since long and for which the claims of the Group are pending. The situation has been further aggravated with the non-release of sanctioned working capital credit facilities including Bank Guarantee limits, alongwith levy of excess margin & charges by some of the Lenders as against the agreed terms of sanction by them. Due to the mismatch in the cash flows, the Parent Company has not been able to service its debts or meet the payment obligations to the Lenders. Hence, the accounts of the Parent Company with the Banks have been classified as irregular and sub - standard .. Consequently, wef 1st November, 2019, majority of the Lenders ceased charging interest on loans to the Parent Company, in their books of account, as per RBl's prudential norms, although the Parent continued to provide for the interest liability in its books of account upto so" September, 2020, on accrual basis .. In the on-going resolution with the Lenders, the Parent Company has proposed issuance of a separate instrument towards the unpaid interest upto the cut-off date which is under active consideration and hence the company is not recognizing any interest liability on the fund based borrowing facilities in the books of accounts as on 31st March, 2021. Accordingly, based on the expectation of imminent approval and implementation of the resolution plan, during the quarter ended 31st December, 2020, the Parent Company had written back Rs. 10,093.03 lakhs representing liability towards interest expense on its borrowings from Lenders, for the period from 1st November, 2019 to so" September, 2020. Further, interest expense of Rs.3,785.69 lakhs and Rs.4806.88 on the said borrowings have not been recognized for the quarters ended 31st December, 2020 and 31st March, 2021 respectively. Effect of the resolution plan would be provided in the financial statements of the Parent Company as and when the plan is finally approved and implemented by the lenders. Statutory Auditors report is modified in respect of the aforesaid writeback and non-recognition of interest liability, by way of a qualification. The Limited Review Report for the quarter and nine months ended 31st December, 2020 was similarly modified in respect of this matter.
    1. Clients of the Parent Company had foreclosed certain projects/contracts which are presently under arbitration/litigation proceedings. The management, based on the facts of the cases, is confident to recover I realise the trade receivables and inventories as at 31st March, 2021 of Rs.8017.29 lakhs and Rs.1, 120.38 lakhs respectively, related to the aforesaid projects I contracts. The Statutory Auditors have expressed their inability to comment upon the recoverability/realisability of the aforesaid amounts and their audit report is modified in respect of this matter by way of a qualification. The Audit Report for the year ended 31st March, 2020 and the Limited Review Reports for the first three quarters of FY 2020-21 were similarly modified in respect of this matter.

    1. The Parent Company made all the efforts to obtain the requisite financial statements I financial information I financial results of 2(two) subsidiaries and 2 (two) Joint Venture Companies, for the quarter and year ended 31st March, 2021. However, in their absence, the consolidated financial results for the quarter and year ended 31st March, 2021 have been prepared without considering the financial impact of such financial statements I financial information/financial results. Further, the management has assessed that such financial statements/financial information/financial results are not material to the overall consolidated financial results for the quarter and year ended 31st March, 2021.
    1. The Parent Company has certain trade and other receivables of Rs.39839.82 lakhs as at 31st March, 2021 backed by arbitration awards pronounced in its favour over the years. Further, the Parent Company has recognised interest income of Rs.669.89 lakhs and Rs.2644.38 lakhs during the quarter and year ended 31st March, 2021 respectively on such arbitration awards. Against these awards, the customers have preferred appeals in the jurisdictional courts and the legal proceedings are going on. Pending the outcome of the said legal proceedings, the above amounts are being treated as fully realisable as based on the facts of the respective case, the management is confident that the final outcome of the legal proceedings would be in its favour.
    1. Other Income includes Rs. 315.271akhs and Rs. 2,118.1 Slakhs for the quarter and year ended 31st March,2021 respectively relating to write back of certain credit balances of operational creditors by the Parent Company, barred by the laws of limitation and not yet claimed by them.
    1. Other Expenses includes Rs.1175. 81 lakhs for the quarter and year ended 31st March, 2021 relating to provision made by the Parent Company towards certain vendor advances on a conservative basis, as these are old balances and the management feels that the realisability of the same has further been impacted during to the ongoing COVID-19 situation.
    1. Figures for the quarters ended 31st March, 2021 and 31st March, 2020 are the balancing figures between the audited figures for the year ended on that date and the published, unaudited year-to-date figures upto the end of 3rdquarter of the respective financial year.
    1. Previous period's figures have been regrouped /rearranged wherever considered necessary, to make them comparable with those of the current period.

Date : Kolkata Date: zs" June, 2021

88 Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 I 3237 I 4473 E. [email protected] www.maheshwariassociates.com

Chartered Accountants

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF SPML INFRA LIMITED

Report on the Audit of the Consolidated Financial Results

Qualified Opinion

We have audited the accompanying Consolidated Financial Results ("the Statement") of SPML Infra Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as · the Group") and its associates and joint ventures, for the year ended 31st March, 2021, being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including relevant circulars issued by the SEBI from time to time ( "Listing Regulations" ).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors on separate financial results and other financial information of the subsidiaries, associates, joint ventures and joint operations, as referred to in the Other Matters section of our report below, the Statement:

  • (i) includes the annual financial results of the entities listed in the Annexure ;
  • (ii) presents financial results in accordance with the requirements of Regulation 33 of the Listing Regulations, except for the effects I possible effects of the matters described in the Basis for Qualified Opinion section of our report below; and
  • (iii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 ( "the Act" ), read with relevant rules issued thereunder and other accounting principles generally accepted in India, of the consolidated net loss and other comprehensive expense and other financial information of the Group, its associates and joint ventures, for the year ended on 3151 March, 2021 except for the effects I possible effects of the matters described in the Basis for Qualified Opinion section of our report below.

Basis for Qualified Opinion

As stated in:

a. Note 6 to the Statement, interest on YTM basis amounting to Rs.1413.20 lakhs and Rs. 5560. 59 lakhs for the quarter and year ended 31st March, 2021 respectively was not provided on Optionally Convertible Debentures (OCDs) issued to lenders under S4A scheme by the Parent, which is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109:Financial Instruments. Had such interest expense been recognized, the finance costs, loss before tax, loss after tax and total comprehensive expense would have been higher by the aforesaid amounts, for the quarter and year ended 31st March, 2021 respectively. Further, since the issue of OCDs, the total liability not provided for in respect of such interest on YTM basis is Rs.17287.29 lakhs as at 31st March, 2021. The Auditor's Report for the year ended 31st March, 2020 and the Limited Review Reports for the quarters ended 30th June, 30th September and 31st December, 2020 were also qualified in respect of this matter.

Bangalore: "Park Plaza" First Floor, No. l, Park Road (Off. Infantry Road), Tasker Town, Bangalore - 560051 T. +91 80 4124 2545 [email protected]

Mumbai: 304F, B Wing, Sumit Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai - 400104 T. +91 9152105868 [email protected]

88 Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 I 3237 I 4473 E. [email protected] www.maheshwariassociates.com

Chartered Accountants

  • b. Note 7 to the Statement, Rs. 10,093.03 lakhs lakhs representing liability towards interest expense on the Parent's borrowings from financial creditors, for the period from 1st November, 2019 to so" September, 2020, has been written back during the quarter ended 31st December, 2020. Further, interest expense of Rs.3, 785.69 lakhs and Rs 4806.88 lakhs on the said borrowings have not been recognized for the quarters ended 31st December, 2020 and 31st March, 2021 respectively. This is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109: Financial Instruments. Had the aforesaid liability towards interest expense not been written back and the aforesaid interest expense been recognised, the finance costs, loss before tax, loss after tax and total comprehensive expense for the quarter and year ended 31st March, 2021 would have been higher by Rs.4806. 88 lakhs and Rs. Rs. 18685.60 lakhs respectively. The Limited Review Report for the quarter ended 31st December, 2020 was also qualified in respect of this matter.
  • c. Note 8 to the Statement, regarding the Parent's trade receivables (net of ECL) and inventories as at 31st March, 2021 of Rs.8,017.29 lakhs and Rs.1120.38 lakhs respectively, relating to certain projects foreclosed by clients and where the claims are presently under arbitration/ litigation proceedings. Pending the ultimate outcome of these matters (fate of which is presently unascertainable), we are unable to comment on the recoverability thereof. The Auditor's Report for the year ended 31st March, 2020 and the Limited Review Reports for the quarters ended 30th June, 30th September and 31st December, 2020 were also qualified in respect of this matter.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Statement section of our report. We are independent of the Group, its associates and joint ventures 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 financial statements under the provisions of the Act 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 obtained by us and that obtained by the other auditors in terms of their reports referred to in the Other Matters section below, is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matters

We draw attention to the following notes to the Statement:

  • (i) Note 3 to the Statement, which describes the effects of uncertainties relating to COVI D-19 pandemic outbreak on the Group's operations and the evaluation by the Parent's management of its impact on the accompanying Statement as at the balance sheet date, the extent of which is significantly dependent on future developments.
  • (ii) Note 4 to the Statement which indicates that the Parent has defaulted in payment of dues to its financial creditors, it is facing working capital constraints and its borrowal facilities are irregular with certain financial creditors as at 31st March, 2021. Based on ongoing discussion with such creditors for formulation of a resolution plan and other mitigating factors as mentioned in the aforesaid Note 4, the Parent's Board of Directors is of the view that going concern basis of accounting is appropriate for preparation of the accompanying Statement.

ote 5 to the Statement, regarding closure of Trading Segment by the Parent.

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off. InfantryRoad), Tasker Town, Bangalore - 560051 T. +91 80 4124 2545 [email protected]

Mumbai: 304F, B Wing, 5umit 5amarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai- 400104 T. +91 9152105868 [email protected]

Chartered Accountants

88 Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 / 6758 / 3237 I 4473 E. [email protected] www.maheshwariassociates.com

  • (iv) Note 9 to the Statement, regarding unavailability of financial statements/ financial information/financial results of 2 (two) subsidiaries and 2 (two) joint venture companies. According to the information and explanations given to us by the Parent Company's management, such financial statements/financial information/financial results are not material to the Statement.
  • (v) Note 10 to the Statement, regarding uncertainties relating to the recoverability of certain trade & other receivables as at 31st March, 2021 and recognition of interest income thereon, arising out of arbitration awards pronounced in favour of the Parent.
  • (vi) Note 11 to the Statement, regarding write back of Rs. 315.27 lakhs and Rs.2118.18 lakhs by the Parent in respect of certain credit balances during the quarter and year ended 31st March, 2021 respectively.
  • (vii) Note 12 to the Statement, regarding provision made by the Parent against certain advances to vendors.

Responsibilities of Management and Those Charged with Governance for the Statement

This Statement has been prepared on the basis of the related annual Consolidated Financial Statements of the Group, its associates and joint ventures and has been approved by the Parent's Board of Directors. The Parent's Board of Directors is responsible for the preparation and presentation of the Statement that gives a true and fair view of the consolidated net loss and other comprehensive income and other financial information of the Group, including its associates and joint ventures, in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding of the assets of the Group and its associates and joint ventures 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 respective financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error. These financial results have been used for the purpose of preparation of the Statement by the directors of the Parent, as aforesaid.

In preparing the Statement, the respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for assessing the ability of the Group and of its associates and joint ventures, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for overseeing the financial reporting process of the companies included in the Group and f its associates and joint ventures.

Bangalore: "Park Plaza" First Floor, No. 1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - 560051 T. +91 804124 2545 [email protected]

Mumbai: 304F, B Wing, Sumit Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon {West}, Mumbai - 400104 T. +91 9152105868 [email protected]

Chartered Accountants

Auditor's Responsibilities for the Audit of the Statement

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is 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 Standards on Auditing, specified under section 143(10) of the Act, 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 this Statement.

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

  • Identify and assess the risks of material misstatement of the Statement, 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 Parent has in place adequate internal financial controls with reference to financial statements 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 Board of Directors.
  • Conclude on the appropriateness of the Board of Directors' 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 ability of the Group and its associates and joint ventures 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 Statement 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 Group and its associates and joint ventures to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial results/financial information/financial statements of the entities within the Group and its associates and joint ventures, to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Statement, of which we are the independent auditors. For the other entities included in the Statement, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Parent and such other entities included in the Statement.of which we are the independent auditors, 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.

Bangalore: "Park Plaza" First Floor, No. l, Park Road (Off. InfantryRoad), Tasker Town, Bangalore - 560051 T. +91 80 4124 2545 [email protected]

Mumbai: 304F, B Wing, Sum it Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai - 400104 T. +91 9152105868 [email protected]

Chartered Accountants

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.

We also performed procedures in accordance with SEBI Circular CIR/CFD/CMD1/44/2019 dated 291hMarch, 2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, to the extent applicable.

Other Matters

I. We did not audit the financial statements/financial information I financial results of 3 (three) subsidiaries included in the Statement, whose financial statements I financial information I financial results reflect total assets of Rs.3419.66 lakhs as at 31st March, 2021, total revenues of Rs. Nil, total net loss after tax of Rs.4.54 lakhs, total comprehensive loss of Rs.4.54 lakhs and cash inflows (net) of Rs.331. 7 4 lakhs for the year ended on that date, as considered in the Statement.The Statement also includes the Group's share of net loss after tax of Rs.26.43 lakhs and total comprehensive loss of Rs.25.05 lakhs for the year ended 31st March, 2021, in respect of 1 (one) joint venture company, whose financial statements I financial information I financial results have not been audited by us. These annual financial statements I financial information I financial results have been audited by other auditors, whose audit reports have been furnished to us by the Parent's management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this joint venture company, is based solely on the audit report of such other auditors and on the procedures performed by us as stated in the section Auditor's Responsibilities for the Audit of the Statement hereinabove.

Our opinion on the Statement is not modified in respect of the above matters, regarding our reliance on the work done by and the reports of the other auditors.

II. We did not audit the financial statements I financial information/ financial results of 3 (three) subsidiaries included in the Statement, whose financial statements I financial information I financial results reflect total assets of Rs.6513.56 lakhs as at 31st March, 2021, total revenues of Rs.429.89 lakhs , total net loss after tax of Rs.483.83 lakhs, total comprehensive loss of Rs.480.18 lakhs and cash outflow (net) of Rs.401.67 lakhs for the year ended on that date, as considered in the Statement. The Statement also includes the Group's share of net loss after tax of Rs.576.13 lakhs and total comprehensive loss of Rs.576.15 lakhs for the year ended 31st March, 2021, in respect of 11 (eleven) associates and 2(two) joint ventures, whose financial statements I financial information I financial results have not been audited by us. These annual financial statements/ financial information/financial results are unaudited and have been furnished to us by the Parent's management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and joint ventures is based solely on such unaudited, management certified financial statements I financial information /financial results. In our opinion and according to the information and explanations given to us by the Parent's Board of Directors, these unaudited and management certified financial statements I financial information /financial results are not material to the Statement.

Our opinion on the Statement · not modified in respect of this matter.

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - 560051 T. +91 80 4124 2545 [email protected]

Mumbai: 304F, B Wing, Sumit Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai - 400104 T. +91 9152105868 [email protected]

88 Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 / 6758 / 3237 / 4473 E. [email protected] www.maheshwariassociates.com

Chartered Accountants

The Statement includes the consolidated financial results for the quarter ended 3151 March, 2021, being the balancing figures between the audited figures in respect of the full financial year and the published, unaudited year-to-date figures up to the third quarter of the current financial year, which were subjected to limited review by us.

CA. Bijay Murmuria Partner Membership No. 055788

UDIN: 21055788AAAAAZ1186

Place: Kolkata Date: 291hJune, 2021

Bangalore: "Park Plaza" First Floor, No. l, Park Road (Off. Infantry Road), Tasker Town, Bangalore - 560051 T. +91 804124 2545 [email protected]

Mumbai: 304F, 8 Wing, Sumit Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai-400104 T. +91 9152105868 [email protected]

Chartered Accountants

8B Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 I 3237 I 4473 E. [email protected] www.maheshwariassociates.com

Annexure to the Report on the Audit of the Consolidated Financial Results

List of entities whose annual financial results are included in the Statement

Subsidiaries

    1. Allahabad Waste Processing Co. Ltd.
    1. Doon Valley Waste Management Private Ltd.
    1. Madurai Municipal Waste Processing Co. Pvt. Ltd.
    1. Mathura Nagar Waste Processing Co. Ltd.
    1. SPML Infrastructure Ltd.
    1. SPML Utilities Ltd.
    1. SPMLIL-Amrutha Constructions Pvt. Ltd.

Associates

    1. Awa Power Company Pvt. Ltd.
    1. Bhilwara Jaipur Toll Road Pvt. Ltd.
    1. Binwa Power Company Pvt. Ltd.
    1. Delhi Waste Management Ltd.
    1. IOU Power Company Pvt. Ltd.
    1. Neogal Power Company Pvt. Ltd.
    1. Sanmati Infra Developers (P) Ltd.
    1. SPML Bhiwandi Water Supply Infra Ltd.
    1. SPML Bhiwandi Water Supply Management Ltd.
    1. SPML Energy Ltd.
    1. Subhash Kabini Power Corporation Ltd.

Joint Ventures

    1. Hydro-Comp Enterprises (India) Ltd.
    1. MW Water Utility Pvt. Ltd.
    1. Gurha Thermal Power Co. Ltd.

Mumbai: 304F, B Wing, Sumit Samarth Arcade, Tatya Tope CHS, Aarey Road, Goregaon (West), Mumbai - 400104 T. +91 9152105868 [email protected]

ANNEXURE-1

Statement on Impact of Audit Modification (for audit report with modified opinion) submitted alongwith Annual Audited Financial Results - (Consolidated)

I. SI.
No.
Particulars Audited
Figures
(as
reported
adjusting
before
for
qualifications)
(Rs. In
lakhs)
Adjusted
Figures
(audited
figures
after
adjusting
for
qualifications)
(Rs. In
lakhs)
l. Turnover
Total
Income
74,662.75 64,569.72
2. Total
Expenditure
75,771.23 86,138.70
3. Profit/(Loss)
Net
(1108.48) (21568.98)
4. Earnings
Share
Per
(31.98) (89.21)
5. Total
Assets
2,72,048.30 2,72,048.30
6. Total
Liabilities
2,44,314.51 2,64,775.01
7. Worth
Net
27,733.79 27,459.35
8. Any other
financial
item(s) (as
by the
felt
appropriate
management)
- -
11. Audit Qualification
(each audit
qualification
separately):
a. Qualification
Details
of Audit
:
Auditor's
qualification
on
results
:-
the
consolidated
financial
As stated
in :
a)
Note
6
the
Consolidated
to
interest
account
on
Rs.1
,413.20
lakhs
and
and
quarter
year
respectively
not
was
Convertible
Debentures
under
S4A
scheme
accordance
with
the
Borrowing Costs
read
Instruments.
Had
recognized,
the
finance
after
tax
and
total
have
been
higher
the
quarter
and
year
respectively.
Further,
total
liability not
interest
YTM
basis
on
March,
2021.
31st
ended
31st
year
Reports
Review
for the
30th
September
and
qualified in respect
also
financial
statements,
of
YTM,
amounting
to
Rs.5,560.59
lakhs
for
the
ended
31st
March,
2021
provided
Optionally
on
(OCDs)
lenders
issued
to
by the
Parent,
which
is not
in
requirements
of
Ind
AS
23:
with
Ind
AS
109:Financial
interest
such
been
expense
costs,
loss
before
loss
tax,
comprehensive
would
expense
by the
aforesaid
for
amounts,
ended
31st
March,
2021
of OCDs, 'the
since
the
issue
provided
for
in
of
respect
such
is Rs.17,287.29
lakhs
at
as
The
Auditor's
Report
for
the
March,
2020
and
the
Limited
ended
quarters
30th
June,
31st
December,
2020
were
of this
matter.
?
#.
'
? /J?
\?J'l
b)
Note
Consolidated
7 to
the
of
Rs.
amount
liability towards
interest
borrowings
from
financial
1st November,
from
has
been
written
back
31st December,
Rs.3,785.69
lakhs
and
borrowinqs
have
not
financial
statements,
10,093.03
representing
lakhs
the
Parent's
expense
on
creditors,
for
the
period
to so"
2019
September,
2020,
during
the
ended
quarter
2020.Further,
interest
of
expense
Rs.
4806.88
the
said
on
been
recoqnized
for
the
31 s
31 s
ended
December,
2020
quarters
and
March,
respectively.This
2021
is not
in accordance
with
of
AS
the
requirements
Ind
23:
Borrowing
Costs
Ind AS
read
with
109:
Financial
Instruments.
liability
Had
the
aforesaid
towards
interest
been
written
back
and
the
aforesaid
not
expense
recognised,
interest
been
the
finance
expense
costs,
after
loss
before
tax,
loss
tax
and
total
comprehensive
for
the
quarter
and
expense
year
ended
31st
March,
2021
would
have
been
higher
by
4,806.88
Rs.18,685.60
Rs.
and
respectively.
The
Limited
Review
Report
for
the
ended
quarter
31st December,
2020
also
qualified
in respect
was
of this
matter.
c)
Note
8
the
Consolidated
financial
statements,
to
regarding
the
Parent's
trade
receivables
(net
of
ECL) and
inventories
at
31st
March,
2021
of
as
Rs.8,017.29
Rs.1, 120.38
lakhs
and
lakhs
respectively,
relating
to certain
projects
foreclosed
by clients
in earlier
and
where
the
claims
years
are
presently
litigation proceedings.
under
arbitration/
Pending
the
ultimate
of
these
outcome
matters
(fate
presently
of
which
unascertainable),.
is
we
unable
the
recoverability
to
comment
are
on
thereof.
Report
for
The
Auditor's
the
ended
year
March,
31st
2020
and
the
Limited
Review
Reports
for the
September
quarters
ended
30th
June,
30th
and
December,
31st
2020
also
qualified
in
were
of this
respect
matter.
b. Type of Audit
Modification
:
(Qualified Opinion
/ Disclaimer
of Opinion/
Adverse
Opinion)
Qualified
Opinion.
c. Frequency
of qualification
:
(Whether
appeared
first
time/
/ since
how
repetitive
long
continuin
Qualification
(a)
: Repetitive
Qualification
(b)
: Appeared
first
time
Qualification
(c)
: Repetitive
d. Audit
Qualification(s) where
For
the
is quantified
by the
impact
auditor,
Management's
Views:
a)
No
for
of
provision
interest
YTM
account
on
lakhs
has
been
amounting
Rs. 5,560.59
made
to
on
Optionally
(OCDs)issued
Convertible
Debentures
lenders
under
Scheme
SPML
S4A
by
the
to
Holding
Company,
the
believes
management
as
that
the
payable
until
of such
is not
maturity
same
OCD.
b)
Interest
company's
borrowings
from
expense
on
financial
creditors
amounting
lakhs
Rs.
10,093.03
to
has
during
been
back
the
Further,
written
year.
interest
of
Rs.3,785.69
lakhs
and
Rs.
expense
4806.88
the
said
borrowings
have
been
not
on
31st December,
recognized
for the
quarters
ended
31st March,
respectively
2020
and
2021
because
of
the
ongoing
resolution
with
the
Lenders
regarding
their
dues
the
to
the
company,
Company
has
proposed
issuance
of
separate
a
instrument
towards
the
unpaid
interest
upto
the
cut-off
date
which
is
under
active
consideration
recognizing
and
hence
the
is
not
company
any
interest
liabilit
the
fund
based
borrowin
on
31 s
of
accounts
books
facilities
in
the
as
on
March,
2021.
provided
would
be
in
Effect
of the
resolution
plan
of the
Parent
Company
financial
the
statements
as
plan
finally
approved
and
is
and
when
the
lemented
b
the
lenders.
im
e. For
the
the
Qualification(s)
Audit
where
quantified
by
impact
is
not
auditor:
(i) Management's
estimation
audit
the
of
impact
on
qualification:
expressed
inability
their
1)
The
Auditors
have
Statutory
recoverability
/realisability
of
the
to
comment
upon
(net of ECL) and
receivables
inventories
certain
trade
lakhs
8017.29
lakhs
and
Rs.1,120.38
amounting
Rs.
to
March,
2021
of
respectively
31sc
in
respect
at
as
with
which
under
certain
contracts
customers,
are
arbitration.
of the
and
the
facts
The
based
management,
cases
on
/ realize
the
precedence
confident
is
to
past
recover
above
amounts.
(ii) is unable
If management
the
impact,
estimate
to
for
the
reasons
same:
applicable.
Not
(iii) Auditors'
Comments
on
above:
ii
or
qualifications.
Included
in details
of Auditor's
Infra
Ltd.
For
SPML
Partner CA. Bijay Murmuria
Membership
055788
No.
?e
Director
Chairman
Place
Date:
: Kolkata 29th June, 2021 Chairperson
Audit
Committee
???
Officer
Chief
Financial