Engineering the Future

The National Stock Exchange of India Ltd., BSE Limited

Exchange Plaza, 5th Floor 14 Floor, PJ. Towers
Bandra-Kurla Complex Dalal Street
Mumbai-400 051 Mumbai-400 001
NSE Symbol - SEPC _ Serip Code : 532945
26.08.2022

Dear Sir/Madam,

Sub: Notice for the 22"4 Annual General Mecting and Annual report for the Financial
Year 2021-22 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

In terms of provisions of Regulation 34 (1) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, we enclose the 22™ (Twenty Second) Annual Report for the
FY 2021-22 along with the Notice of Annual General Meeting of the Company to be held on
Monday, 19" September, 2022 at 3.00 PM, through Video Conferencing / Other Audio Visual
Means to transact the business as set out in the Notice convening the Meeting. The same will
be made available on the Company’s website

The Company has engaged Central Depository Services (India) Limited (CDSL’) for providing
Evoting services and VC/OAVM facility for this AGM. Details of e-voting are as follows:

Cut-off date for determining eligibility for September 12, 2022 (Monday)
the remote e-voting & e-voting during the AGM
e- Voting start date and time Friday, 16th September, 2022 at 9
A.M, LS.T
e-Voting end date and time Sunday, 18th
September, 2022 at 5.00 P.M. LS.T.
We request you to kindly take the same on record.

Thanking you,

Yours Faithfully,
For SEPC Limited, _.
G LIMES

T. SRIRAMANS
Company Secretary
Encl: aa.

SEPC Limited
(Formerly Shriram EPC Ltd)
nono ) Regd.Office : ‘Bascon Futura SV’ - 4th Floor,
octet
10/1, Venkatanarayana Road, T.Nagar, Chennai - 600 017. Phone : +91-44-4900 5555 Tuy.
E-mail: info@shriramepc.cam Website : www.shriramepc.com oe ane
CIN: L74210TN2000PLC045167
 SEPC Limited
(formerly Shriram EPC Limited)

Twenty second Annual Report 2021-22

CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. P.D. Karandikar (DIN :02142050) – Chairman
Mr. T. Shivaraman (DIN :01312018) – Managing Director & CEO
Mr. M. Amjat Shariff (DIN :00009562) – Joint Managing Director
Mr. S. Bapu (DIN :02541697) – Director
Ms. Chandra Ramesh (DIN :00938694) – Director
Mr. K S Sripathi (DIN :02388109) – Director
Mr. Kallika Prasad Agarwal (DIN: 08577405)* – Nominee Director – Punjab National Bank
* Nomination withdrawn w.e.f.23.06.22
Additional Directors appointed w.e.f, 24.06.22
Dr R Ravichandran (DIN 01920603) - Additional Director (Independent)
Dr. Arun Kumar Gopalaswamy (DIN.07212557) - Additional Director (Independent)
Mr. Abdulla Mohammad Ibrahim Hassan Abdulla (DIN.09436100) - Additional Director
Mr. N K Suryanarayanan (DIN.01714066) - Additional Director

CHIEF FINANCIAL OFFICER Mr. R.S. Chandrasekharan

COMPANY SECRETARY & Compliance Officer Mr. T. Sriraman

AUDITORS
MSKA & Associates, Chartered Accountants
5th floor main building, Guna Complex, New No 443 & 445, Old No 304 & 305, Mount Road,
Teynampet, Chennai - 600018, India.

BANKERS
Punjab National Bank
Central Bank of India
Axis Bank Limited
IDBI Bank Limited
State Bank of India
ICICI Bank limited
Indian Bank
Bank Of Maharashtra
Bank Of India
Indusind Bank Limited
DBS Bank Limited (e-Lakshmi Vilas Bank)
Union Bank of India
Federal Bank Limited
Yes Bank Limited
Bank of Baroda
IFCI Factors

REGISTERED OFFICE
10/1, Bascon Futura, 4th Floor, Venkatnarayana Road,
T. Nagar, Chennai – 600 017.
 Contents

Chairman’s Message...............................................................................................................2

Financial Performance - Standalone.......................................................................................3

Notice of Twenty First Annual General Meeting......................................................................4

Management Discussion and Analysis..................................................................................24

Directors’ Report...................................................................................................................28

Corporate Governance Report..............................................................................................41

Auditor’s Report on Standalone Ind AS Financial Statements..............................................68

Standalone Balance Sheet....................................................................................................80

Standalone Statement of Profit and Loss.............................................................................82

Standalone Cash Flow..........................................................................................................85

Notes on Standalone Financial Statements..........................................................................87

Auditor’s Report on Consolidated IndAS Financial Statements..........................................141

Consolidated Balance Sheet...............................................................................................149

Consolidated Statement of Profit and Loss........................................................................151

Consolidated Cash Flow.....................................................................................................154

Notes on Consolidated Financial Statements.....................................................................156

1
 Chairman’s Message
Date : 13.08.2022
Dear Shareholders,

During the year under review, the Construction and Engineering sector continued to face
multiple challenges from lack of capital and credit avenues regulatory burden.

The Indian economy which had been deeply affected by the Covid pandemic was beginning
to make a strong recovery. This has been affected by the crisis in Ukraine and the associated
increases in global energy prices and disruptions in material flows. Increases in steel and
related prices have especially affected our business

As you are aware, over the past couple of years, your company has been affected by significant
cash flow issues and non-availability of working capital. The market for our business has been
improving but we have not been able to tap into it.

The management has been working with the bankers and a new strategic investor to restructure
and revive the company. I am happy to inform you that we have been able to finalise the
investment from Mark AB Capital Investment LLC, a fund based out of Dubai, UAE.

With their investment and strategic direction, I am confident that the company will progress
and will reach new heights.

As part of this investment, the board of your company is being restructured. I will be stepping
down as chairman of your company. I wish to express my gratitude and appreciation towards
my fellow directors, our employees, customers, business associates, suppliers and bankers
who have stood by us during these trying times. Lastly, I would like to thank our shareholders
for their unstinted support. I wish you and your company all the best.

Yours sincerely,

P D Karandikar
(Din No.02142050)
Chairman

2
Financial Performance - Standalone ` in Crores

As per IND AS
Statement of Profit and Loss 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22
(15 months) (9 months)
Gross Sales 1,705.13 495.09 547.66 547.60 519.69 615.04 740.66 681.05 531.93 302.78

Other Income 60.35 26.78 11.03 113.03 87.83 105.33 74.27 48.18 21.31 8.95

Interest 410.94 190.75 190.87 271.73 297.59 103.51 95.45 98.80 106.56 115.68

Profit Before Taxation (305.13) (425.44) (252.62) (244.03) (226.39) 24.26 28.62 (80.99) (182.89) (206.23)

Profit After Taxation (262.86) (439.37) (252.85) (244.03) (150.92) 10.76 28.62 (80.99) (182.89) (249.01)

As per IND AS
Balance Sheet 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22

Fixed Assets (Net) 53.86 69.84 70.41 55.21 6,087.37 5,579.13 5,378.42 49.28 44.04 38.74

Investments
244.33 45.49 45.49 5.42 1.3345 1.31 1.12 1.02 1.04 0.77
(Current and Non current)

Net Deferred Tax 13.93 - - 414.26 489.74 476.24 476.24 476.24 476.24 433.45

Net Assets
2,147.97 2,299.58 2,551.98 2128.43 1985.41 1793.44 2,006.19 1,236.38 994.51 746.05
(Current and Non Current)

Share Capital 44.36 344.36 386.36 330.63 936.97 971.53 971.53 971.53 971.53 971.53

Other Equity 200.30 (239.07) (324.38) (403.77) 191.67 257.79 286.55 205.67 22.98 (225.48)

Loan Funds 1,559.74 1,724.20 2,121.42 1,878.88 836.19 793.28 632.60 658.32 835.88 978.27

3
Notice of Twenty Second Annual General Meeting
NOTICE is hereby given that the Twenty Second Annual based on the recommendation of the Audit Committee
General Meeting of the Members of the Company will be be authorized to fix the remuneration payable to the
held on Monday, the 19th of September, 2022 at 03.00 Statutory Auditors for the subsequent Financial years.
PM I.S.T through Video Conferencing/ Other Audio-Visual
Means (“VC/OAVM”) facility to transact the following RESOLVED FURTHER THAT any Director of the

business: Company, Chief Financial Officer, Chief Executive
Officer or Company Secretary be and are hereby
ORDINARY BUSINESS: authorized to all such acts, deeds and things as
deemed necessary for the purpose of giving effect to
1. 
To receive and consider and adopt the standalone the aforesaid resolution
and consolidated Audited Financial Statements of the
company for the financial year ended 31st March 2022 SPECIAL BUSINESS:
including the audited Balance Sheet for the financial
year ended 31st March 2022 and the statement of 4. To consider and if deemed fit, to pass, the following
Profit & Loss account for the financial year ended on resolution as an Ordinary Resolution:
that date and cash flow statement for the financial
Ratification of remuneration of Cost Auditor for the
year ended on that date and the reports of the Board
financial year ending 31st March, 2023
of Directors and Auditors thereon.
RESOLVED THAT pursuant to Section 148 (3) and
2. 
To consider and if thought fit, to pass with or without
all other applicable provisions of the Companies Act,
modification, the following resolution as an Ordinary
2013 read with the Companies (Audit and Auditors)
Resolution:
Rules, 2014, (including any statutory modification(s)
Re-Appointment of Mr. S Bapu (DIN: 02541697) as a or re-enactment thereof, for the time being in force),
Director: the remuneration of Rs 50,000/- (Rupees Fifty
Thousand only) plus applicable taxes and payment
RESOLVED THAT Mr. S Bapu (DIN: 02541697) retires
 of such out of pocket expenses as approved by the
by rotation and who is eligible for re-appointment Board of Directors of the Company to be paid to M/s.
be and is hereby re-appointed as a Director of the GSVK & Co., Cost Accountants, Firm Registration
Company. No. 002371 for the conduct of the audit of the cost
accounting records of the Company for the financial
3. To consider and if thought fit, to pass the following year ending 31st March, 2023 be and is hereby ratified
resolution as an Ordinary Resolution: and confirmed.
Reappointment of Statutory auditor
 RESOLVED FURTHER THAT the Board of Directors
of the Company and Mr. T Sriraman, Company
RESOLVED THAT pursuant to Section 139, 142 and all

Secretary of the Company be and herby authorized
other applicable provisions, if any, of the Companies
to file necessary e-Forms, if any, with Registrar of
Act, 2013 read with Companies(Audit and Auditors)
Companies, Tamilnadu, Chennai.”
Rules, 2014 (including any statutory modifications(s)
or re-enactments thereof) and pursuant to the 5. To consider and if thought fit, to pass, the following
recommendations of the Audit committee, consent of resolution as an Ordinary Resolution:
the members be and hereby accorded to re-appoint
M/s. MSKA & Associates, Chartered Accountants, Appointment of Mr. N K Suryanarayanan as a Non-
having registration No. 105047W as the Statutory Independent Director
Auditors of the Company for the second term of
five consecutive years, who shall hold office from RESOLVED THAT pursuant to the provisions of
the conclusion of this 22nd Annual General Meeting Sections 149, 152, 161 and any other applicable
till the 27 th Annual General Meeting to be held provisions of the Companies Act, 2013 (including any
in the calendar year 2027 at a remuneration of statutory modification or reenactment thereof for the
Rs. 33,00,000/- (Rupees Thirty-Three Lakhs) excluding time being in force), the Companies (Appointment
the out of pocket expenses incurred by them in and Qualifications of Directors) Rules, 2014, and
connection with the Audit and applicable taxes for the Regulation 17 and other applicable regulations of
Financial Year 2022-23 and that the Board of Directors the Securities and Exchange Board of India (Listing

4
 Obligations and Disclosure Requirement) Regulations, and take all such steps as may be necessary, proper
2015 (Listing Regulations) as amended from time or expedient to give effect to this resolution.
to time, Mr. N K Suryanarayanan (DIN: 01714066)
who was appointed as an Additional Director of the 7. To consider and if thought fit, to pass, the following
Company with effect from 24th June, 2022 pursuant resolution as a Special Resolution:
to the provisions of Section 161(1) of the Act and the
Appointment of Dr. Ravichandran Rajagopalan as
Articles of Association of the Company to hold office
an Independent Director
up to the date of this Annual General Meeting and in
respect of whom the company has received a notice RESOLVED THAT pursuant to the provisions of
in writing from a member under Section 160 of the Sections 149, 150, 152, 161 and other applicable
Companies Act, 2013 proposing his candidature for provisions of the Companies Act, 2013 (including any
the office of a Director, be and is hereby appointed as statutory modification or reenactment thereof for the
a Director of the Company, liable to retire by rotation. time being in force), the Companies (Appointment
and Qualifications of Directors) Rules, 2014, read with
RESOLVED FURTHER THAT the Board be and
schedule IV to the Act and Regulation 17 and other
is hereby authorized to delegate all or any of the
applicable regulations of the Securities and Exchange
powers to any committee of directors with power to
Board of India (Listing Obligations and Disclosure
further delegate to any other officer(s)/ authorized
Requirements) Regulations, 2015 (Listing Regulations)
representatives(s) of the Company to do all acts, deeds
as amended from time to time, Dr. Ravichandran
and take all such steps as may be necessary, proper
Rajagopalan (DIN:01920603), Non-Executive Director,
or expedient to give effect to this resolution.
who meets the criteria of independence as provided
6. To consider and if thought fit, to pass, the following in Section 149(6) (10) (11) of the Act and Rules framed
resolution as an Ordinary Resolution: thereunder and Regulation 16(1)(b) of the Listing
Regulations, who has submitted a declaration and
Appointment of Mr. Abdulla Mohammad Ibrahim consent to that effect and in respect of whom the
Hassan Abdulla as a Non-Independent Director company has received a notice in writing from a
member under Section 160 of the Companies Act,
RESOLVED THAT pursuant to the provisions of 2013 proposing his candidature for the office of an
Sections 149, 152, 161 and any other applicable Independent Director be and is hereby appointed as an
provisions of the Companies Act, 2013 (including any Independent Director for a term of 5 consecutive years
statutory modification or reenactment thereof for the commencing from 24th June, 2022 to 23rd June, 2027
time being in force), the Companies (Appointment (both days inclusive) not liable to retire by rotation.
and Qualifications of Directors) Rules, 2014, and
Regulation 17 and other applicable regulations of RESOLVED FURTHER THAT the Board be and
the Securities and Exchange Board of India (Listing is hereby authorized to delegate all or any of the
Obligations and Disclosure Requirement) Regulations, powers to any committee of directors with power to
2015 (Listing Regulations) as amended from time further delegate to any other officer(s)/ authorized
to time, Mr. Abdulla Mohammad Ibrahim Hassan representatives(s) of the Company to do all acts, deeds
Abdulla(DIN:09436100) who was appointed as an and take all such steps as may be necessary, proper
Additional Director of the Company with effect from or expedient to give effect to this resolution.
24th June, 2022 pursuant to the provisions of Section
161(1) of the Act and the Articles of Association of the 8. To consider and if thought fit, to pass, the following
Company to hold office up to the date of this Annual resolution as a Special Resolution:
General Meeting and in respect of whom the company
Appointment of Dr. Arun Kumar Gopalaswamy as
has received a notice in writing from a member under
an Independent Director
Section 160 of the Companies Act, 2013 proposing
his candidature for the office of a Director, be and is RESOLVED THAT pursuant to the provisions of
hereby appointed as a Director of the Company, liable Sections 149, 150, 152, 161 and other applicable
to retire by rotation. provisions of the Companies Act, 2013 (including any
statutory modification or reenactment thereof for the
RESOLVED FURTHER THAT the Board be and
time being in force), the Companies (Appointment
is hereby authorized to delegate all or any of the
and Qualifications of Directors) Rules, 2014, read
powers to any committee of directors with power to
with schedule IV to the Act and Regulation 17 and
further delegate to any other officer(s)/ authorized
other applicable regulations of the Securities and
representatives(s) of the Company to do all acts, deeds

5
 Exchange Board of India (Listing Obligations and of the Company are listed (“Stock Exchanges”) and
Disclosure Requirement) Regulations, 2015 (Listing subject to requisite approvals, consents, permissions
Regulations) as amended from time to time, Mr. Arun and/or sanctions, if any of them and other appropriate
Kumar Gopalaswamy (DIN:07212557), Non-Executive statutory, regulatory or other authority and subject
Director, who meets the criteria of independence as to such conditions and modifications as may be
provided in Section 149(6) (10) (11) of the Act and prescribed, stipulated or imposed by any of them while
Rules framed thereunder and Regulation 16(1)(b) of the granting any such approvals, consents, permissions,
Listing Regulations, who has submitted a declaration and/or sanctions, which may be agreed to by the
and consent to that effect and in respect of whom Board of Directors of the Company (hereinafter referred
the company has received a notice in writing from a to as the “Board” which term shall be deemed to
member under Section 160 of the Companies Act, include any committee which the Board may have
2013 proposing his candidature for the office of an constituted or may hereinafter constitute to exercise
Independent Director be and is hereby appointed as its powers including the powers conferred hereunder),
an Independent Director for a term of 5 consecutive as per the approval of the Lenders to the resolution
years commencing from 24th June, 2022 to 23rd June, by and between the Company and the Lenders of the
2027 (both days inclusive)not liable to retire by rotation. Company under RBI circular dated 7th June 2019, also,
based on the approval of the members of the Company
RESOLVED FURTHER THAT the Board be and obtained vide postal ballot notice dated January 05,
is hereby authorized to delegate all or any of the 2022, clarification and consent of the Members be and
powers to any committee of directors with power to is hereby accorded to the Board of Directors and / or
further delegate to any other officer(s)/ authorized the allotment committee of the Board of Directors for
representatives(s) of the Company to do all acts, deeds the Lenders (as stated in the Explanatory Statement)
and take all such steps as may be necessary, proper to exercise their rights in case of event of default and
or expedient to give effect to this resolution. thereby exercise their option to convert the whole or
a part of the NCDs issued to them and the other Loan
9. To consider and if thought fit, to pass, the following
Facilities availed from them into Ordinary Equity Shares
resolution as a Special Resolution:
of the Company, in accordance with the conditions
To clarify the consent given by the members for as set out in the Master Restructuring Agreement,
the conversion of NCDs issued to the Lenders into at a price in accordance with the Security Exchange
equity shares of the company and to give assent for Board of India (“SEBI”) rules and regulations and the
the conversion of loan facilities into equity shares applicable provisions of the Companies Act, 2013 as
of the company. amended from time to time.

"RESOLVED THAT pursuant to the provisions of Upon occurrence of an Event of Default (subject to the
Section 42, 62 (3), 71 and other applicable provisions, applicable cure periods), each Lender shall be entitled
if any, of the Companies Act, 2013 ("Act") read together to exercise any of the following rights:
with the Companies (Prospectus and Allotment of
(a) convert its respective part of the NCDs and
Securities) Rules, 2014, including any modification,
Loan Facilities into Ordinary Equity Shares in
amendment, substitution or re-enactment thereof,
accordance with the Applicable Law, in whole
for the time being in force and the provisions of
or part.”
the memorandum and articles of association of
the Company, the provisions of the Securities and “RESOLVED FURTHER THAT the Board be and is
Exchange Board of India (Issue of Capital and hereby authorized to finalise the terms and conditions,
Disclosure Requirements) Regulations, 2009, as in case of conversion of the NCDs and Loan Facilities
amended (the “SEBI ICDR Regulations”), the Securities into Ordinary Equity Shares of the Company on the
and Exchange Board of India (Listing Obligations and terms specified in the Restructured Documents,
Disclosure Requirements) Regulations, 2015, as including upon happening of an event of default by
amended, and rules and regulations framed thereunder the Company in terms of the Master Restructuring
as in force and in accordance with other applicable Agreement or the relevant Restructured Documents,
rules, regulations, circulars, notifications, clarifications as the case may be.”
and guidelines thereon issued from time to time by the
Government of India, the Securities and Exchange “RESOLVED FURTHER THAT the Board be and is
Board of India (“SEBI”), the Registrar of Companies hereby authorized to offer, issue and allot from time to
(the “RoC”) and the Stock Exchanges where the shares time to the Lenders such number of Ordinary Equity

6
 Shares for conversion of the outstanding portion of approvals, permissions and such conditions as may
the NCDs and Loan Facilities as may be desired by be prescribed by any of the concerned authorities
the Lenders.” while granting such approvals, basis the approval
and recommendation of the Audit Committee and the
“RESOLVED FURTHER THAT the Board be and is Board of Directors of the Company, consent of the
hereby authorized to accept such modifications and to members of the Company be and is hereby accorded
accept such terms and conditions as may be imposed to the Board, for entering into any contract(s)/
or required by the Lenders arising from or incidental arrangement(s)/ transaction(s) (whether by way of an
to the aforesaid terms providing for such option and individual transaction or transactions taken together
to do all such acts and things as may be necessary with previous transactions during the Financial year),
to give effect to this resolution.” with M/s. SVL Limited, Promoter of the Company,
pertaining to Availing unsecured Inter Corporate Loan,
“RESOLVED FURTHER THAT for the purpose of
for an amount not exceeding Rs. 100/- Crores, (Rupees
giving effect to the above resolution, the Board /
One Hundred Crores) as set out under the Explanatory
Committee be and is hereby authorized to agree,
Statement annexed;
make, accept and finalize all such terms, condition(s),
modification(s) and alteration(s) as it may deem fit RESOLVED FURTHER THAT for the purpose of
within the aforesaid limits and the Board/ Committee giving effect to the above, the Board / Committee be
is also hereby authorized to resolve and settle all and is hereby authorized to agree, make, accept and
questions, difficulties or doubts that may arise with finalize all such terms, condition(s), modification(s)
regard to such payment and to finalize and execute and alteration(s) as it may deem fit within the
all agreements, documents and writings and to do aforesaid limits and the Board/ Committee is also
all acts, deeds and things in this connection and hereby authorized to resolve and settle all questions,
incidental as the Board / Committee in its absolute difficulties or doubts that may arise with regard to such
discretion may deem fit without being required to payment and to finalize and execute all agreements,
seek any further consent or approval of the members documents and writings and to do all acts, deeds and
or otherwise to the end and intent that they shall be things in this connection and incidental as the Board
deemed to have been given approval thereto expressly / Committee in its absolute discretion may deem fit
by the authority of this resolution.” without being required to seek any further consent or
approval of the members or otherwise to the end and
“RESOLVED FURTHER THAT the Board be and is
intent that they shall be deemed to have been given
hereby also authorized to delegate all or any of the
approval thereto expressly by the authority of this
powers herein conferred by this resolution on it, to any
resolution.
committee of Directors or any person or persons, as it
may in its absolute discretion deem fit in order to give RESOLVED FURTHER THAT all actions taken by
effect to this resolution.” the Board in connection with any matter referred to
or contemplated in this resolution, be and are hereby
All capitalized terms used but not defined herein shall
approved, ratified and confirmed in all respects.
have the meaning ascribed to them under the Master
Restructuring Agreement. 11. To consider and if thought fit, to pass, the following
resolution as a Ordinary Resolution:
10. To consider and if thought fit, to pass, the following
resolution as a Ordinary Resolution: To approve Material Related Party Transaction(s)
with M/s. Mark AB Capital Investment LLC and/or
To approve Material Related Party Transaction(s)
its Subsidiaries and/or its affiliates
with M/s. SVL Limited
“RESOLVED THAT pursuant to Section 188 of the
“RESOLVED THAT pursuant to Section 188 of
Companies Act, 2013 read with applicable provisions
the Companies Act, 2013 read with applicable
of the Companies Act, 2013 and Regulation 23 of
provisions of the Companies Act, 2013 and Regulation
Securities and Exchange Board of India (Listing
23 of Securities and Exchange Board of India
Obligations and Disclosure Requirements) Regulations,
(Listing Obligations and Disclosure Requirements)
2015, RBI and FEMA Regulations and subject to such
Regulations, 2015, and subject to such other
other Regulations, Guidelines and Laws (including any
Regulations, Guidelines and Laws (including any
statutory modifications or re-enactment thereof for
statutory modifications or re-enactment thereof for
the time being in force) and subject to all applicable
the time being in force) and subject to all applicable
approvals, permissions and such conditions as may

7
be prescribed by any of the concerned authorities things in this connection and incidental as the Board
while granting such approvals, basis the approval / Committee in its absolute discretion may deem fit
and recommendation of the Audit Committee and the without being required to seek any further consent or
Board of Directors of the Company, consent of the approval of the members or otherwise to the end and
members of the Company be and is hereby accorded intent that they shall be deemed to have been given
to the Board, for entering into any contract(s)/ approval thereto expressly by the authority of this
arrangement(s)/ transaction(s) (whether by way of an resolution.
individual transaction or transactions taken together
with previous transactions during the Financial year), RESOLVED FURTHER THAT all actions taken by
with M/s. Mark AB Capital Investment LLC and/or the Board in connection with any matter referred to
its Subsidiaries and/or its affiliates, Promoter of the or contemplated in this resolution, be and are hereby
Company, pertaining to Availing Unsecured Fund approved, ratified and confirmed in all respects.
& Non-Fund based Loan and External Commercial
Borrowing (ECB), for an amount not exceeding Rs.
300/- Crores, (Rupees Three Hundred Crores) as set By order of the Board
out under the Explanatory Statement annexed;
Chennai T.Sriraman
RESOLVED FURTHER THAT for the purpose of 13th August, 2022 Company Secretary
giving effect to the above, the Board / Committee be
and is hereby authorized to agree, make, accept and
finalize all such terms, condition(s), modification(s) Registered Office:
and alteration(s) as it may deem fit within the SEPC Limited (Formerly Known as Shriram EPC Limited)
aforesaid limits and the Board/ Committee is also CIN: L74210TN2000PLC045167
hereby authorized to resolve and settle all questions, 10/1, Bascon Futura, 4th Floor, Venkatnarayana Road,
difficulties or doubts that may arise with regard to such T. Nagar, Chennai – 600 017. Ph.044-4900 5555
payment and to finalize and execute all agreements, Email: info@shriramepc.com
documents and writings and to do all acts, deeds and Website: www.shriramepc.com

8
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT,
2013

ITEM NO.3 The Board recommends the resolution set forth in Item No.3
for the approval of the members of the company.
The members of the company at the 17th Annual General
Meeting held on 24th August 2017, appointed M/s. MSKA & None of the Directors or their relatives or Key Managerial
Associates, Chartered Accountants (Regn. No. 105047W) Personnel of the Company or their relatives is concerned
Chennai as Statutory Auditors of the Company to hold or interested, financially or otherwise in the resolution set
office until the conclusion of the ensuing Annual General out under item No.3.
Meeting. In terms of the provisions of Section 139 (2) of the
ITEM NO.4
Companies Act, 2013 the Companies (Audit and Auditors)
Rules, 2014 and other applicable provisions, the Company Pursuant to Section 148 of the Companies Act, 2013 read
can appoint or re-appoint an audit firm as statutory auditors with The Companies (Cost Records and Audit) Amendment
for not more than two terms of five consecutive years. M/s. Rules, 2014, the cost audit records maintained by the
MSKA & Associates are eligible for re-appointment for a Company is required to be audited. Your Directors had, on
further period of five years. Based on the recommendation of the recommendation of the Audit Committee, appointed
the Audit Committee, the Board of Directors at their meeting M/s. GSVK & Co., Cost Accountants, Firm Registration No.
held on 30th May, 2022 has approved the re-appointment 002371. As required under the Companies Act, 2013, the
of M/s. MSKA & Associates, Chartered Accountants (Regn. remuneration of Rs. 50,000/- p.a. (Rupees Fifty Thousand
No. 105047W) as the Statutory Auditors of the Company, Only)exclusive of taxes as may be applicable and payment
subject to the approval of the Shareholders, to hold of such out of pocket expenses as may be mutually agreed
office for a second term from the conclusion of this 22nd payable to the cost auditor is required to be placed before
Annual General Meeting until the conclusion of 27th Annual the Members in a general meeting for their ratification.
General Meeting to be held in the calendar year 2027 at a
Accordingly, a resolution seeking Member’s ratification
remuneration of Rs. 33,00,000/- (Rupees Thirty Three Lakhs
for the remuneration payable to M/s. GVSK & Co., Cost
Only) excluding the out of pocket expenses incurred by
Accountants, Firm Registration No. 002371, is included
them in connection with the Audit and applicable taxes for
in Item no 4 of the Notice convening the Annual General
the Financial Year 2022-23 and that the Board of Directors
Meeting.
based on the recommendation of the Audit Committee be
authorized to fix the remuneration payable to the Statutory The Board commends the Resolution in Item No. 4 for
Auditors for the subsequent Financial years. approval by the Members.

Established in 1978, MSKA & Associates (MSKA) is an Memorandum of Interest

Indian partnership firm registered with the Institute of None of the Directors or their relatives or Key Managerial
Chartered Accountants of India (ICAI) and the PCAOB (US Personnel of the Company or their relatives is concerned
Public Company Accountancy Oversight Board). MSKA or interested, financially or otherwise, except to the extent
offers a wide range of services in Audit Assurance, Tax of shares held by them, in the resolution set out under item
and Advisory domain led by industry experts with deep no 4 of the Notice.
knowledge pockets and driven by a commitment, to deliver
– quality services to all clients. ITEM NO.5

With over 1200+ professionals working across various cities Mr. N K Suryanarayanan (DIN: 01714066),was appointed
in India (Ahmedabad, Bengaluru, Chennai, Goa, Gurugram, as an Additional Director of the Company with effect from
Hyderabad, Kolkata, Mumbai, Kochi, Pune), MSKA help 24thJune, 2022 pursuant to the provisions of Section 161(1)
improve performance and effectiveness of business through of the Act and the Articles of Association of the Company,
examining everything from core management and business to hold office up to the date of ensuing Annual General
processes to future directions and opportunities for growth: Meeting.

M/s. MSKA & Associates have confirmed their eligibility Mr. N K Suryanarayanan, 64 years is a Graduate Mechanical
under Section 141 the Act and the Rules made thereunder Engineer with Honors and Diploma in Management. He has
for their re-appointment as Statutory Auditors. Further as varied experience in various industries and corporations in
required under Regulation 33 of the Listing Regulations, India and worked for large International Companies. He held
they have also confirmed that they hold a valid certificate various leadership positions. He has served in Industries
issued by the Peer Review Board of the Institute of mostly in Engineering and EPC’s for Balance of Plants in
Chartered Accountants of India. cooling towers, water and air pollution control equipment.

9
He has presented papers on water conservation and Plenipotentiary in the Ministry of Foreign Affairs, United
usage of Sea water in cooling system for coastal projects. Arab Emirates and one-time Consular General of United
He got training in US and Belgium. His focus area has Arab Emirates in the United Kingdom for a decade.
been Industrial EPC business. His last assignment was
Since Mr. Abdulla Mohammad Ibrahim Hassan Abdulla
as Director and CEO of Hamon Group in India for their
holds the office of as an Additional Director till the date
Cooling System.
of this Annual General Meeting, the Board at its meeting
Since Mr. N K Suryanarayanan holds the office of as an held on 24th June, 2022 based on the recommendation of
Additional Director till the date of this Annual General the Nomination and Remuneration Committee considered
Meeting, the Board at its meeting held on 24th June, 2022 the candidature of Mr. Abdulla Mohammad Ibrahim
based on the recommendation of the Nomination and Hassan Abdulla as a Director of the company and has
Remuneration Committee considered the candidature of recommended his appointment as a Director, liable to retire
Mr. N K Suryanarayanan as a Director of the company and by rotation, for the approval of the shareholders at the 22nd
has recommended his appointment as a Director, liable to Annual General Meeting.
retire by rotation, for the approval of the shareholders at
The required consent and disclosure forms have been
the 22nd Annual General Meeting.
received from Mr. Abdulla Mohammad Ibrahim Hassan
The required consent and disclosure forms have been Abdulla. The Company has received a notice in writing
received from Mr. N K Suryanarayanan. The Company has under the provisions of Section 160 of the Companies Act,
received a notice in writing under the provisions of Section 2013, proposing the candidature of Mr. Abdulla Mohammad
160 of the Companies Act, 2013, proposing the candidature Ibrahim Hassan Abdulla as a Director of the Company.
of Mr. N K Suryanarayanan as a Director of the Company.
Memorandum of Interest
Memorandum of Interest
Except Mr. Abdulla Mohammad Ibrahim Hassan Abdulla,
Except Mr. N K Suryanarayanan, being the appointee, being the appointee, none of the Directors or their relatives
none of the Directors or their relatives or Key Managerial or Key Managerial Personnel of the Company or their
Personnel of the Company or their relatives is concerned relatives is concerned or interested, financially or otherwise
or interested, financially or otherwise, except to the extent ,except to the extent of shares held by them in the resolution
of shares held by them, in the resolution set out under set out under item No.6.
item No.5.
The Board considers that the association of Mr. Abdulla
The Board considers that the association of Mr. N K Mohammad Ibrahim Hassan Abdulla would be of immense
Suryanarayanan would be of immense benefit to the benefit to the company and hence it is desirable to avail his
company and hence it is desirable to avail his services as a services as a Director. Accordingly, the Board recommends
Director. Accordingly, the Board recommends the resolution the resolution set forth in Item no.6 of the Notice for the
set forth in Item no.5 of the Notice for the approval of the approval of the members.
members.
ITEM NO.7
ITEM NO.6
Dr. Ravichandran Rajagopalan (DIN: 01920603),was
Mr. Abdulla Mohammad Ibrahim Hassan Abdulla (DIN: appointed as an Additional (Independent) Director of the
09436100),was appointed as an Additional Director of the Company with effect from 24thJune, 2022 pursuant to the
Company with effect from 24thJune, 2022 pursuant to the provisions of Section 161(1) of the Act and the Articles of
provisions of Section 161(1) of the Act and the Articles of Association of the Company, to hold office up to the date
Association of the Company, to hold office up to the date of ensuing Annual General Meeting.
of ensuing Annual General Meeting.
Dr. Ravichandran Rajagopalan an IICA-MCA qualified
Mr. Abdulla Mohammad Ibrahim Hassan Abdulla is a young Independent Director and a Management & Finance
Dynamic professional with business administration degree professional with 40 years of industry experience having
from the Cambridge University, United Kingdom and has travelled to 64 countries on Business, Consulting, Research,
taken charge as the CEO of MARK AB CAPITAL after Trade and Development. He has done a Post-Doctoral
reorganisation in UAE. He is part of the Royal Family of Al Research in Investment Banking for International Business
Ain emirate of the UAE. He is a co-promoter of the Al Otaiba (Equity, LBO, Structured Private Debt, M&A, and Merchant
Group of Companies (AOG), a corporate multi-segment Banking) and is a Fellow Member & Qualified Chartered
business house originated as the creative visualization of Ship Broker, FICS (UK). He has various other degrees and
a long cherished ambition of a high profile personality. His certificates in accounts and finance management.
Excellency Saif bin Mohammed Al Otaiba, Ex-Minister of

10
Since Dr. Ravichandran Rajagopalan holds the office of His teaching interests are in the area of Accounting,
an Additional Director till the date of this Annual General Corporate Valuation, Project Finance and Governance.
Meeting, the Board at its meeting held on 24th June, 2022 He has worked on Market Integrations, Stability of Long-
based on the recommendation of the Nomination and run Relationship in Asian stock markets, Changing role
Remuneration Committee considered the candidature of of market dominance, etc. He has co-authored two
Dr. Ravichandran Rajagopalan as an Independent Director books one on Management Accounting with Prof. Robert
of the company and has recommended his appointment Kaplan of Harvard Business School and Prof. Atkinson of
as an Independent Director, not liable to retire by rotation, University of Waterloo; and another on “Public perception
for the approval of the shareholders at the 22nd Annual of security” which encompasses food and health security.
General Meeting. He has also undertaken number of consulting assignments
ranging from Multi country- common resource stake-
In the opinion of the Board, Dr. Ravichandran Rajagopalan
holder developmental issues, economic analysis of large
meets the criteria of Independence as provided in Section
infrastructure projects, organization restructuring, to risk
149(6) of the Act and the Rules framed there under and
mitigation initiatives of Central Banks in the Asian Region.
Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015
He is also actively involved in the training space and
and he has submitted the requisite declarations and consent
has worked closely with Oil & Gas companies in Asia,
to that effect.
Investment Banks, manufacturing entities, Central Banks
The Company has received a notice in writing under the in the South and East Asian region on risk management.
provisions of Section 160 of the Companies Act, 2013,
Since Dr. Arun Kumar Gopalaswamy holds the office of
proposing the candidature of Dr. Ravichandran Rajagopalan
an Additional Director till the date of this Annual General
as an Independent Director of the Company.
Meeting, the Board at its meeting held on 24th June, 2022
Memorandum of Interest based on the recommendation of the Nomination and
Except Dr. Ravichandran Rajagopalan, being the appointee, Remuneration Committee considered the candidature of
none of the Directors or their relatives or Key Managerial Dr. Arun Kumar Gopalaswamy as an Independent Director
Personnel of the Company or their relatives is concerned of the company and has recommended his appointment
or interested, financially or otherwise, except to the extent as an Independent Director, not liable to retire by rotation,
of shares held by them, in the resolution set out under for the approval of the shareholders at the 22nd Annual
item No.7. General Meeting.

The Board considers that the association of Dr. Ravichandran In the opinion of the Board, Dr. Arun Kumar Gopalaswamy
Rajagopalan would be of immense benefit to the company meets the criteria of Independence as provided in Section
and hence it is desirable to avail his services as an 149(6) of the Act and the Rules framed there under and
Independent Director. Accordingly, the Board recommends Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015
the resolution set forth in Item no.7 of the Notice for the and he has submitted the requisite declarations and consent
approval of the members. to that effect.

ITEM NO.8 The Company has received a notice in writing under the
provisions of Section 160 of the Companies Act, 2013,
Dr. Arun Kumar Gopalaswamy (DIN: 07212557),was
proposing the candidature of Dr. Arun Kumar Gopalaswamy
appointed as an Additional (Independent) Director of the
as an Independent Director of the Company.
Company with effect from 24thJune, 2022 pursuant to the
provisions of Section 161(1) of the Act and the Articles of Memorandum of Interest
Association of the Company, to hold office up to the date
Except Dr. Arun Kumar Gopalaswamy, being the appointee,
of ensuing Annual General Meeting.
none of the Directors or their relatives or Key Managerial
Dr. Arun Kumar Gopalaswamy is a Professor at the Personnel of the Company or their relatives is concerned or
Department of Management Studies, Indian Institute of interested, financially or otherwise, except to the extent of
Technology, Madras. He is an applied researcher and his shares held by them in the resolution set out under item No.8.
current focus is on “Evidence based impact evaluation
The Board considers that the association of Dr. Arun Kumar
for international development”. He works on assignments
Gopalaswamywould be of immense benefit to the company
with Department of International Development (DFID),
and hence it is desirable to avail his services as a Director.
Government of UK and other field level intervention
Accordingly, the Board recommends the resolution set forth
based organisations on various developmental issues.
in Item no.8 of the Notice for the approval of the members.
He also researches on e-business valuation of start-ups.

11
ITEM NO.9
The members are aware that vide postal ballot notice issued by the Company dated January 05, 2022 under item No. 3,
the members have approved the Special Resolution under Section 42, 62 and 71 of the Companies Act 2013 (CA 2013)
read with Rule 14 of the Companies (prospectus and Allotment Securities) Rules, 2014 (Prospectus and Allotment Rules) for
the issuance of the Non- Convertible Debentures (NCDs) to the Lenders for an amount not exceeding INR 175,00,00,000/-
(Indian Rupees One Hundred and Seventy Five Crores only) against the conversion of a part of their existing debt into NCDs.
Pursuant to the execution of the master restructuring agreement dated June 22, 2022 inter alios with various Lenders (the
“Master Restructuring Agreement”), the provision of the following Facilities have been approved to the Company under
the debt restructuring proposal in line with the Reserve Bank of India (Prudential Framework for Resolution of Stressed
Assets) Directions, 2019 issued by the RBI pursuant to its circular dated June 7, 2019 bearing no. RBI/2018-19/203; DBR.
No.BP.BC.45/21.04.048/2018-19::

Facilities
Sl. No Lenders Fund Based Non – Fund
CCD NCD Total
Facilities Based Facilities
1 Punjab National Bank 18.40 18.40 23.55 316.89 377.24
2 Axis Bank Limited 4.19 4.19 5.26 102.34 115.98
3 IDBI Bank Limited 13.24 13.24 19.51 5.00 50.99
4 Central Bank of India 37.68 37.68 51.26 64.44 191.06
5 Indian Bank 4.02 4.02 4.76 50.15 62.95
6 Bank Of India 2.25 2.25 3.55 45.99 54.04
7 Federal Bank 4.02 4.02 4.76 1.25 14.05
8 DBS Bank Limited 8.31 8.31 9.83 1.49 27.94
9 Bank of Baroda 5.61 5.60 6.64 - 17.85
10 Asset Reconstruction Company (India) Limited 5.57 5.57 6.60 13.49 31.24
11 Bank Of Maharashtra 5.54 5.54 6.55 33.98 51.59
12 Union Bank of India 5.03 5.03 5.95 1.61 17.61
13 Aaaet Care & Reconstruction Eterprise Limited 33.15 33.15 1.40 - 67.70
14 IFCI Factors Limited 2.24 2.24 2.65 - 7.13
15 Indusind Bank Limited 6.54 6.54 7.74 13.20 34.02
16 Yes Bank Limited 2.62 2.62 3.10 0.78 9.12
17 State Bank of India 15.08 15.08 17.86 55.94 103.97
18 ICICI Bank limited 1.51 1.51 1.79 2.74 7.55
Total 175.00 175.00 182.76 709.29 1242.05
Kindly note that the term “Loan Facilities” shall refer collectively to the total of the ‘Fund Based Facilities’ and ‘Non-Fund
Based Facilities’ provided in the table set out above.
While the consent of the members for the conversion of NCDs issued to the Lenders under Section 62 (3) of the Companies
Act, 2013 was sought and specified in the explanatory statement annexed to the postal ballot notice to the meeting held
on February 05, 2022, the same was inadvertently omitted in the shareholders’ resolution passed in the said meeting. In
order to provide abundant clarification regarding the consent of the members for the conversion of NCDs into Ordinary
Equity Shares of the Company in the event of any default, a special resolution as given below in Item No. is requested to
be assented to by the members of the Company.
In line with various directives issued by Reserve Bank of India, from time to time, the Company has been advised to pass
a Special Resolution under Section 62(3) of the Companies Act, 2013 and other applicable provisions of the Companies
Act, 2013 and Rules made there-under to enable the Lenders to convert the outstanding loans or any other financial
assistance categorized as loans in foreign currency or Indian Rupee, already availed from the Lenders or as may be availed
from the Lenders, from time to time (i.e., NCDs and Loan Facilities), in case of default at their option, into Ordinary Equity
Shares of the Company upon such terms and conditions as may be deemed appropriate by the Board and at a price to
be determined in accordance with the applicable Securities and Exchange Board of India Regulations (SEBI Regulations)
at the time of such conversion.
Accordingly, the Board recommends the resolution as set out in the resolution to enable the Lenders, in terms of the
lending arrangements, entered, and as may be specified by the Lenders under the Restructured Documents executed, at
their option, to convert the whole or part of their respective NCDs and Loan Facilities into Ordinary Equity Shares of the

12
Company, upon such terms and conditions as may be deemed appropriate by the Board and at a price to be determined
in accordance with the applicable SEBI Regulations at the time of such conversion. The conversion of CCDs to Ordinary
Equity Shares of the Company has already been assented to be the shareholders vide resolution dated February 05, 2022.
It is hereby clarified that none of the promoters, directors and key managerial personnel of the Company and their relatives
are concerned or interested in the proposed resolution to the extent of their shareholding in the Company.
The proposed restructuring terms for the debt of the Company are in the best interest of the Company and your directors
recommend the resolution for your approval.
Accordingly, consent of the Members is being sought by way of this Special Resolution under Item No.9 specifically under
Section 62 (3) of the Companies Act, 2013.
Memorandum of Interest
None of the other Directors or Key Managerial Personnel, or their relatives are, in any way, are concerned or interested in
the resolution as set out at No. 9 of the Notice.
The Board recommends the resolution set forth in Item No.9 of the Notice for the approval of the members.
ITEM NO. 10
Approval of Material Related Party Transactions under Section 188 of the Companies Act, 2013 read with applicable
provisions of the Companies Act, 2013 and as per Regulation 23 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘LODR Regulations’) was
amended vide notification dated November 9,2021, inter-alia, enhancing the scope of related party, related party transactions
(RPTs) and the materiality threshold for seeking shareholder approval with effect from April 1, 2022, ie. if transaction(s) to
be entered into individually or taken together with previous transactions during a financial year, exceeds Rs. 1,000 Crore or
10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity,
whichever is lower. The Material Related Party Transactions requires approval of the Shareholders by passing an Ordinary
Resolution and in respect of voting on such resolution(s), all the related parties shall abstain from voting, irrespective of
whether the entity or person is a party to the particular transaction or not, pursuant to Regulation 23(7) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SVL Limited is a Related Party as defined under Section 2 (76) of the Companies Act, 2013 and/ or under applicable
accounting standards.
SVL Limited is Promoter of SEPC Limited, holds 22.24% of equity share shares in SEPC Limited.
During the financial year 22-23, the Company availed /intended to avail loans from its Promoters ie. SVL Limited from
time to time. The Board anticipates that during the financial year ending on March 31, 2023, the quantum of such loans
will cross the materiality threshold of 10% of the consolidated turnover of the Company. In terms of the Company’s Policy
on Disclosure on Material Events/Information, such loans being material related party transactions require shareholder
approval by way of an Ordinary Resolution.
As per Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the proposed borrowing of upto Rs. 100 Crores by the Company from SVL Limited, being one of the
Promoters of the Company would be a Related Party Transaction and since the transaction value is expected to exceed
materiality threshold prescribed under SEBI Listing Regulations applicable to the Company, the same would require
approval of the Shareholders.
The other related information as envisaged under the Act and SEBI Regulations, 2015 are furnished hereunder:

S.No. Particulars SVL Limited

1 Type, material terms and particulars of the proposed transactions Availing Inter Corporate Loan
2 Name of the related party and its relationship with the listed entity or its SVL Limited
subsidiary, including nature of its concern or interest (financial or otherwise); Promoter

3 Tenure of the proposed transaction (particular tenure shall be specified); As agreed between the parties
4 Value of the proposed transaction; Rs. 100 Crores

13
 5 The percentage of the SEPC’s annual consolidated turnover, for the imme- 31.25 %
diately preceding financial year, that is represented by the value of the pro-
posed transaction
6 If the transaction relates to any loans, inter-corporate deposits, advances or Not applicable
investments made or given by the listed entity or its subsidiary:

i) details of the source of funds in connection with the proposed transaction;

ii) where any financial indebtedness is incurred to make or give loans, in-
ter-corporate deposits, advances or investments:
nature of indebtedness,
cost of funds and
tenure;

iii) applicable terms, including covenants, tenure, interest rate and repayment
schedule, whether secured or unsecured; if secured,
the nature of security; and

iv) the purpose for which the funds will be utilized by the ultimate beneficiary
of such funds pursuant to the RPT.
7 Justification as to why the RPTs are in the interest of the listed entity The terms and conditions prescribed in
the loan agreements are beneficial to the
interest of the company
8 A copy of the valuation or other external party report, if any such report has The transactions do not contemplate
been relied upon; any valuation.
9 A statement that the valuation or other external report, if any, relied upon by Not Applicable
the listed entity in relation to the proposed transactions will be made avail-
able through the registered e-mail address of the shareholders;
10 Percentage of the counter-party’s annual consolidated turnover that is repre- Not Applicable
sented by the value of the proposed RPT on a voluntary basis
11 Name of the Director or KMP who is related, if any None of the Directors and Key Manage-
rial Personnel of the Company or their
respective relatives are concerned or in-
terested financially or otherwise except
to the extent of shares held by them,
if any, in the Item No. 10 of the Notice,
except Mr. T Shivaraman , is deemed to
be concerned or interested in the trans-
action entered/to be entered between
this Company with SVL Limited being
Mr. T Shivaraman is Managing Director
& CEO in SEPC Limited and Director in
SVL Limited
12 Any other information that may be relevant NA

The Board is of the view that the above said Loans with the terms proposed to be availed by the Company from the
Promoter entities would be beneficial to the Company and therefore recommends Ordinary Resolution set out in Item No.
10 of the Notice for approval of the Shareholders.
Memorandum of Interest
Apart from the above, none of the other Directors or Key Managerial Personnel, or their relatives are, in any way, are
concerned or interested in the resolution except to the extent of shares held by them, if any, as set out at No. 10 of the Notice.
The Board recommends the resolution set forth in the above item for the approval of the members by way of an Ordinary
Resolution.

14
ITEM NO. 11
Approval of Material Related Party Transactions under Section 188 of the Companies Act, 2013 read with applicable
provisions of the Companies Act, 2013 and as per Regulation 23 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘LODR Regulations’) was
amended vide notification dated November 9,2021, inter-alia, enhancing the scope of related party, related party transactions
(RPTs) and the materiality threshold for seeking shareholder approval with effect from April 1, 2022, ie. if transaction(s) to
be entered into individually or taken together with previous transactions during a financial year, exceeds Rs. 1,000 Crore or
10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity,
whichever is lower. The Material Related Party Transactions requires approval of the Shareholders by passing a Ordinary
Resolution and in respect of voting on such resolution(s), all the related parties shall abstain from voting, irrespective of
whether the entity or person is a party to the particular transaction or not, pursuant to Regulation 23(7) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mark AB Capital Investment LLC is a Related Party as defined under Section 2 (76) of the Companies Act, 2013 and/ or
under applicable accounting standards.
Mark AB Capital Investment LLC is the Promoter of SEPC Limited, holds 22.65% of equity share shares in SEPC Limited.
During the financial year 22-23, the Company intended to avail loans from its Promoter ie. Mark AB Capital Investment LLC
and/or its Subsidiaries and/or its affiliates, from time to time. The Board anticipates that during the financial year ending
on March 31, 2023, the quantum of such loans will cross the materiality threshold of 10% of the consolidated turnover of
the Company. In terms of the Company’s Policy on Disclosure on Material Events/Information, such loans being material
related party transactions require shareholder approval by way of an Ordinary Resolution.
As per Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the proposed borrowing ie. Unsecured Fund & Non-Fund based Loan and External Commercial
Borrowing (ECB) upto Rs. 300 Crores by the Company from Mark AB Capital Investment LLC and/or its Subsidiaries and/
or its affiliates, being one of the Promoters of the Company would help in improving the working capital position of the
Company and would be a Related Party Transaction and since the transaction value is expected to exceed materiality
threshold prescribed under SEBI Listing Regulations applicable to the Company, the same would require approval of the
Shareholders.
The other related information as envisaged under the Act and SEBI Regulations, 2015 are furnished hereunder:

S.No. Particulars Mark AB Capital Investment LLC and/or its

Subsidiaries and/or its affiliates
1 Type, material terms and particulars of the proposed trans- Availing Unsecured Fund & Non-Fund based
actions Loan and External Commercial Borrowing (ECB)
2 Name of the related party and its relationship with the listed Mark AB Capital Investment LLC and/or its Sub-
entity or its subsidiary, including nature of its concern or sidiaries and/or its affiliates
interest (financial or otherwise);
Promoter
3 Tenure of the proposed transaction (particular tenure shall As agreed between the parties
be specified);
4 Value of the proposed transaction; Rs. 300 Crores
5 The percentage of the SEPC’s annual consolidated turn- 93.75%
over, for the immediately preceding financial year, that is
represented by the value of the proposed transaction

15
 6 If the transaction relates to any loans, inter-corporate de- Not applicable
posits, advances or investments made or given by the listed
entity or its subsidiary:

i) details of the source of funds in connection with the pro-

posed transaction;

ii) where any financial indebtedness is incurred to make or

give loans, inter-corporate deposits, advances or invest-
ments:
nature of indebtedness,
cost of funds and
tenure;

iii) applicable terms, including covenants, tenure, interest

rate and repayment schedule, whether secured or unse-
cured; if secured,
the nature of security; and

iv) the purpose for which the funds will be utilized by the
ultimate beneficiary of such funds pursuant to the RPT.
7 Justification as to why the RPTs are in the interest of the The terms and conditions prescribed in the loan
listed entity agreements are beneficial to the interest of the
company
8 A copy of the valuation or other external party report, if any The transactions do not contemplate any valu-
such report has been relied upon; ation.
9 A statement that the valuation or other external report, if Not Applicable
any, relied upon by the listed entity in relation to the pro-
posed transactions will be made available through the reg-
istered e-mail address of the shareholders;
10 Percentage of the counter-party’s annual consolidated turn- Not Applicable
over that is represented by the value of the proposed RPT
on a voluntary basis
11 Name of the Director or KMP who is related, if any None of the Directors and Key Managerial Per-
sonnel of the Company or their respective rel-
atives are concerned or interested financially
or otherwise except to the extent of shares held
by them, if any, in the Item No. 11 of the Notice,
except Mr. Abdulla Mohammad Ibrahim Hassan
Abdulla, is deemed to be concerned or inter-
ested in the transaction entered/to be entered
between this Company with Mark AB Capital In-
vestment LLC and/or its Subsidiaries and/or its
affiliates being Mr. Abdulla Mohammad Ibrahim
Hassan Abdulla is Director both in SEPC Limit-
ed and Mark AB Capital Investment LLC and/or
its Subsidiaries and/or its affiliates
12 Any other information that may be relevant NA

The Board is of the view that the above said Loans with the terms proposed to be availed by the Company from the
Promoter entities would be beneficial to the Company and therefore recommends the Ordinary Resolution set out in Item
No. 11 of the Notice for approval of the Shareholders.
Memorandum of Interest
Apart from the above, none of the other Directors or Key Managerial Personnel, or their relatives are, in any way, are
concerned or interested in the resolution except to the extent of shares held by them, if any, as set out at No. 11 of the Notice.

16
The Board recommends the resolution set forth in the above item for the approval of the members by way of an Ordinary
Resolution.
Details of Directors seeking Appointment/ re-appointment at the forthcoming Annual General Meeting

Mr. Abdulla
Name of the Mr. N K Dr. Ravichandran Dr. Arun Kumar
Mr. S Bapu Mohammad Ibrahim
Directors Suryanarayanan Rajagopalan Gopalaswamy
Hassan Abdulla
Date of Birth 24/07/1940 13/09/1957 06/09/1994 20/07/1957 06/02/1971
Date of Appointment 30/03/2011 24/06/2022 24/06/2022 24/06/2022 24/06/2022

Qualifications Post-graduate in B.E[Mech] Honors Business administration Doctorate in Investment Doctorate in Strategic
Mathematics Cambridge University Banking for International Management
Business
Experience and He is a Retired Chief He got training in He is a co-promoter of IICA-MCA qualified Professor at the
expertise in specific Commissioner US and Belgium. the Al Otaiba Group of Independent Director, Department of
functional area of Income Tax His focus area has Companies (AOG) Management & Finance Management Studies,
conversantwith been Industrial EPC professional with Indian Institute
income tax law business. His last 40 years of industry of Technology,
& chit funds assignment was as experience. and Madras.
laws, with over Director and CEO Evidence based
5 decades of Hamon Group impact evaluation
experience and in India for their for international
Acquainted Cooling System. development. He
with regulations works on assignments
applicable to with Department
NBFCs, Insurance of International
Regulations Development (DFID).
Shareholding in SEPC - - - - -
Limited
Relationship with other - - - - -
Directors / KMPs
Directorships / - - - - -
held in other Listed
Companies
Committee - - - - -
Membership and
Chairmanship held
in other Listed
Companies

Notes: year and remuneration drawn are provided in the Corporate

1. The Directorship, Committee Membership and Governance Report which forms part of the Annual Report.
Chairmanships do not include positions in foreign
companies, unlisted companies, private companies and
Section 8 companies. By order of the Board

2. The proposal for appointment of Directors has been Chennai T.Sriraman

approved by the Board of Directors pursuant to the 13th August, 2022 Company Secretary
recommendation of Nomination and Remuneration
Committee considering their skills and experience.
Registered Office:
3. Terms and conditions of appointment and remuneration
SEPC Limited (Formerly Known as Shriram EPC Limited)
are as per the Nomination and Remuneration Policy of the
CIN: L74210TN2000PLC045167
Company.
10/1, Bascon Futura, 4th Floor, Venkatnarayana Road,
4. Detailed profile of Directors, number of meetings of the T. Nagar, Chennai – 600 017. Ph.044-4900 5555
Board of Directors attended by them during the financial Email: info@shriramepc.com, Website: www.shriramepc.com

17
CDSL e-Voting System – For e-voting and Joining Virtual meetings.

1. As you are aware, in view of the situation arising due 4. The attendance of the Members attending the
to COVID-19 global pandemic, the general meetings through VC/OAVM will be counted for the purpose
of the companies shall be conducted as per the of ascertaining the quorum under Section 103 of the
guidelines issued by the Ministry of Corporate Affairs Companies Act, 2013.
(MCA) vide Circular No. 14/2020 dated April 8, 2020,
Circular No.17/2020 dated April 13, 2020 and Circular 5. Pursuant to MCA Circular No. 14/2020 dated April 08,
No. 20/2020 dated May 05, 2020. The forthcoming 2020, the facility to appoint proxy to attend and cast
AGM will thus be held through video conferencing vote for the members is not available for this AGM.
(VC) or other audio visual means (OAVM). Hence, However, in pursuance of Section 112 and Section
Members can attend and participate in the ensuing 113 of the Companies Act, 2013, representatives of
AGM through VC/OAVM. the members such as the President of India or the
Governor of a State or body corporate can attend the
2. Pursuant to the provisions of Section 108 of the
AGM through VC/OAVM and cast their votes through
Companies Act, 2013 read with Rule 20 of the
e-voting.
Companies (Management and Administration) Rules,
2014 (as amended) and Regulation 44 of SEBI 6. In line with the Ministry of Corporate Affairs (MCA)
(Listing Obligations & Disclosure Requirements) Circular No. 17/2020 dated April 13, 2020, the Notice
Regulations 2015 (as amended), and MCA Circulars calling the AGM has been uploaded on the website
dated April 08, 2020, April 13, 2020 and May 05, of the Company at www.shriramepc.com. The Notice
2020 the Company is providing facility of remote
can also be accessed from the websites of the Stock
e-voting to its Members in respect of the business
Exchanges i.e. BSE Limited and National Stock
to be transacted at the AGM. For this purpose,
Exchange of India Limited at www.bseindia.com and
the Company has entered into an agreement with
www.nseindia.com respectively. The Notice is also
Central Depository Services (India) Limited (CDSL)
disseminated on the website of CDSL (agency for
for facilitating voting through electronic means, as the
authorized e-Voting’s agency. The facility of casting providing the Remote e-Voting facility and e-voting
votes by a member using remote e-voting as well as system during the AGM i.e. www.evotingindia.com.
the e-voting system on the date of the AGM will be 7. The AGM has been convened through VC/OAVM
provided by CDSL. in compliance with applicable provisions of the
3. The Members can join the AGM in the VC/OAVM Companies Act, 2013 read with MCA Circular No.
mode 15 minutes before and after the scheduled 14/2020 dated April 8, 2020 and MCA Circular No.
time of the commencement of the Meeting by 17/2020 dated April 13, 2020 and MCA Circular No.
following the procedure mentioned in the Notice. 20/2020 dated May 05, 2020 and MCA Circular No.
The facility of participation at the AGM through 02/2022 dated May 05, 2022.
VC/OAVM will be made available to atleast 1000
members on first come first served basis. This will 8. In continuation of this Ministry’s General Circular
not include large Shareholders (Shareholders holding No. 20/2020, dated 05th May, 2020 and after due
2% or more shareholding), Promoters, Institutional examination, it has been decided to allow companies
Investors, Directors, Key Managerial Personnel, the whose AGMs were due to be held in the year 2022,
Chairpersons of the Audit Committee, Nomination to conduct their AGMs on or before 31.12.2022,
and Remuneration Committee and Stakeholders in accordance with the requirements provided in
Relationship Committee, Auditors etc. who are paragraphs 3 and 4 of the General Circular No.
allowed to attend the AGM without restriction on 20/2020 aas per MCA Circular no. 02/2022 dated
account of first come first served basis. 05th May, 2022.

18
THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL
MEETINGS ARE AS UNDER:
Step 1 : Access through Depositories CDSL/NSDL e-Voting India. This necessitates registration on various ESPs
system in case of individual shareholders holding and maintenance of multiple user IDs and passwords
shares in demat mode. by the shareholders.
Step 2 : Access through CDSL e-Voting system in case In order to increase the efficiency of the voting
of shareholders holding shares in physical mode process, pursuant to a public consultation, it has been
and non-individual shareholders in demat mode. decided to enable e-voting to all the demat account
holders, by way of a single login credential, through
(i) The voting period begins on Friday, 16th September,
their demat accounts/ websites of Depositories/
2022 at 9 A.M. I.S.T and ends on Sunday, 18 th
Depository Participants. Demat account holders
September, 2022 at 5.00 P.M. I.S.T. During this period
would be able to cast their vote without having
shareholders’ of the Company, holding shares either
to register again with the ESPs, thereby, not only
in physical form or in dematerialized form, as on the
facilitating seamless authentication but also enhancing
cut-off date (record date) of Monday, 12th September,
ease and convenience of participating in e-voting
2022 may cast their vote electronically. The e-voting
process.
module shall be disabled by CDSL for voting thereafter.
Step 1 : Access through Depositories CDSL/NSDL e-Voting
(ii) Shareholders who have already voted prior to the
system in case of individual shareholders holding
meeting date would not be entitled to vote at the
shares in demat mode.
meeting venue.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/
CMD/CIR/P/2020/242 dated December 9, 2020
CIR/P/2020/242 dated 09.12.2020, under Regulation
on e-Voting facility provided by Listed Companies,
44 of Securities and Exchange Board of India
Individual shareholders holding securities in demat
(Listing Obligations and Disclosure Requirements)
mode are allowed to vote through their demat
Regulations, 2015, listed entities are required to
account maintained with Depositories and Depository
provide remote e-voting facility to its shareholders, in
Participants. Shareholders are advised to update their
respect of all shareholders’ resolutions. However, it
mobile number and email Id in their demat accounts
has been observed that the participation by the public
in order to access e-Voting facility.
non-institutional shareholders/retail shareholders is at
a negligible level. Pursuant to abovesaid SEBI Circular, Login method
for e-Voting and joining virtual meetings for Individual
Currently, there are multiple e-voting service providers
shareholders holding securities in Demat mode
(ESPs) providing e-voting facility to listed entities in

CDSL/NSDL is given below:

Type of
Login Method
shareholders
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
Shareholders id and password. Option will be made available to reach e-Voting page without any further
holding authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
securities in myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New
Demat mode System Myeasi.
with CDSL
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for
Depository
eligible companies where the evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME,
so that the user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at https://web.
cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or
click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate
the user by sending OTP on registered Mobile & Email as recorded in the Demat Account.
After successful authentication, user will be able to see the e-Voting option where the
evoting is in progress and also able to directly access the system of all e-Voting Service
Providers.

19
 Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website
Shareholders of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com
holding either on a Personal Computer or on a mobile. Once the home page of e-Services is
securities in launched, click on the “Beneficial Owner” icon under “Login” which is available under
demat mode ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password.
with NSDL After successful authentication, you will be able to see e-Voting services. Click on “Access
Depository to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider name and you will be re-directed to e-Voting
service provider website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS “Portal or clickat https://eservices.
nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider name and you will be redirected to e-Voting
service provider website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting
Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful
(holding login, you will be able to see e-Voting option. Once you click on e-Voting option, you will
securities in be redirected to NSDL/CDSL Depository site after successful authentication, wherein you
demat mode) can see e-Voting feature. Click on company name or e-Voting service provider name and
login through you will be redirected to e-Voting service provider website for casting your vote during the
their Depository remote e-Voting period or joining virtual meeting & voting during the meeting.
Participants
(DP)
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. CDSL and NSDL.
Login type Helpdesk details
Login type Helpdesk details
Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL
Demat mode with CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com
or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL help-
Demat mode with NSDL desk by sending a request at evoting@nsdl.co.in or call at toll free no.:
1800 1020 990 and 1800 22 44 30
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual
shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than
individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

20
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting
of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:6)If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)

• Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat
Bank Details account or in the company records in order to login.
OR • If both the details are not recorded with the depository or company, please enter the member
Date of Birth id / folio number in the Dividend Bank details field.
(DOB)
(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However,
shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to
mandatorily enter their login password in the new password field. Kindly note that this password is to be also used
by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided
that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password
with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained
in this Notice.
(ix) Click on the EVSN for which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option
NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed.
If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify
your vote.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code
and click on Forgot Password & enter the details as prompted by the system.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer
for verification.
(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
•  on-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on
N
to www.evotingindia.com and register themselves in the “Corporates” module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.
evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have

21
 issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to
verify the same.
• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority
letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to
vote, to the Scrutinizer and to the Company at the email address viz; rsaevoting@gmail.com and tsr@sepc.
in (designated email address by company) , if they have voted from individual tab & not uploaded same in the
CDSL e-voting system for the scrutinizer to verify the same.
The Board of Directors of the Company has appointed Mr. R.Sridharan of M/s. R. Sridharan & Associates, Company
Secretaries (Membership No. FCS No. 4775) (C.P. No. 3239) as the Scrutinizer to scrutinize the remote e-voting
process and e-voting at the AGM in a fair and transparent manner.
The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the
AGM, thereafter unblock the votes cast through remote e-voting and make, not later than two working days from
the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any,
to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of
the voting forthwith.
The results of voting declared along with the Scrutinizer’s Report shall be placed on the Company’s website http://
www.shriramepc.com/ and on the website of CDSL immediately after the declaration of result by the Chairman or
a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchange(s).

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM

& E-VOTING DURING MEETING ARE AS UNDER:
1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned
above for e-voting.
2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after
successful login as per the instructions mentioned above for e-voting.
3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they
will not be eligible to vote at the AGM.
4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any
disturbance during the meeting.
6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
7. Shareholders who would like to express their views/ask questions during the meeting may register themselves
as a speaker by sending their request in advance atleast 03 (Three) days prior to meeting i.e. on or before
5.00 P.M. on Thursday, 15th September, 2022 their name, demat account number/folio number, email id,
mobile number at tsr@sepc.in . The shareholders who do not wish to speak during the AGM but have queries
may send their queries in advance 05 (Five) days prior to meeting i.e. on or before 5.00 P.M. on Tuesday, 12th
September, 2022 their name, demat account number/folio number, email id, mobile number at tsr@sepc.in .
These queries will be replied to by the company suitably by email.
8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/
ask questions during the meeting.
9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their
vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible
to vote through e-Voting system available during the AGM.
10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same
shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such
shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the
shareholders attending the meeting

22
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT
REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy
of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested
scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository
Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an
email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager,
(CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N
M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free
no. 1800 22 55 33.

23
Management Discussion and Analysis FY - 2021-22
Company Overview In India, 38.4 per cent of children under the age of five
years are stunted, and half of all undernutrition cases are
Headquartered in Chennai, Tamil Nadu, SEPC Limited associated with diarrhoea and 30 infections result from
(formerly Shriram EPC Ltd) is one of the country’s leading unsafe water, poor sanitation, and unhygienic behaviour[i].
service provider of integrated design, engineering,
procurement, construction and project management This year's budget has continued to give priority to the
services for water infrastructure, process and metallurgy provisioning of drinking water. In the Budget Estimate
plants, power plants, and mines and mineral processing. (BE) for 2022-23, the Department of Drinking Water and
Sanitation, under the Ministry of Jal Shakti, has been given
SEPC has a proven track record, having executed some a 12 per cent increase in allocation over the 2021-22 (BE)
of the most complex and technically challenging projects
across the country and overseas. The main reason for this has been the (19.9 per cent) rise in
allocation for the government's flagship Jal Jeevan Mission
Economic overview (JJM) scheme in 2022-23 (BE) against the allocation made
last year. This allocation of Rs 60,000 crore confirms the
The infrastructure sector in India is recovering well after
significance of the water supply in the second year of the
the pandemic induced slowdown. Government budgetary
pandemic.
outlays are returning to their pre pandemic levels. The focus
of both Central and State Governments on Infrastructure All the above are both direct opportunities for the company.
development continues unabated as the schemes In addition, there will be second order opportunities in
announced in the Central and State budgets indicate. steel, cement and other plants that will expand to meet
this demand.
In the Union Budget 2022-23, the government has given
a massive push to develop infrastructure by allocating Rs. Company Overview
10 lakh crore (US$ 130.57 billion) for infrastructure sector.
Your Company offers services relating to industrial
India is expected to become the third-largest construction processes, metallurgy, thermal power plants, biomass
market globally by 2022. India has a requirement of power plants, Mines and Mineral processing, water and
investment worth Rs. 50 trillion (US$ 777.73 billion) across waste and water management and distribution systems.
infrastructure by 2022 for a sustainable development in
the country. Water and Waste Water Management

Construction development and infrastructure activity SEPC provides turnkey design – build environmental
sectors received FDI inflows amounting to US$ 26.17 projects related to water and waste water treatment,
billion and US$ 26.30 billion, respectively, between April management and water distribution system.
2000-December 2021.
SEPC is amongst the leading player offering technologies
Highway construction in India increased at a CAGR of and services that help municipal and industrial customers
21.44% between FY16-FY19. In FY19, 10,855 kms of meet their wastewater treatment requirements.
highways were constructed. The Government of India aims
The company undertakes municipal services projects and
to construct 65,000 kms of national highways at a cost of
is involved in EPC projects for water treatment plants,
Rs. 5.35 lakh crore (US$ 741.51 billion) by 2022.
underground drainage systems, wells and pump houses
Water, sanitation and hygiene, which are major determinants and pipe rehabilitation systems.
of health and nutrition levels, have gained substantial Process & Metallurgy, Mining
visibility during the last two years because of the pandemic.
It has been well established that safe drinking water, quality SEPC provides turnkey contracting solutions comprising
sanitation, and good hygiene contribute to the prevention of designing, engineering and construction for Ferrous &
of disease and promotion of health. Thereby, all three have Non Ferrous Industries and Cement Plants.
long-term beneficial economic implications.

24
The Company’s broad range of metallurgical process design Well established in sectors with high potential – SEPC
options helps reduce risk, enhance value and maximize has a proven track record in executing orders across
return. segments such as water and waste-water distribution and
water treatment plants, process and metallurgy projects,
SEPC's has strategic tie-ups with renowned global players mines & mineral processing and power plants including
in this segment renewable energy. The water sector especially enjoys high
potential and provides the company significant opportunity
The Company’s client roster comprises of renowned brands
for further growth in India and overseas market.
like MISCO, Oman, Grasim, Vedanta, SAIL, RINL, NMDC,
Hindustan Copper, Kerala Feeds etc. Skilled Management – A strong management team with
RESOLUTION PLAN FOR THE rich experience has been instrumental in guiding the
COMPANY Company through the most challenging and difficult times
for the EPC Industry. The Company is well supported by
During the year, the Company progressed the proposal its Board of directors, who have helped the management
made by Mark AB Capital LLC for a strategic investment to take certain strategic decisions to ensure that the
in the company along with Management control. Mark growth and development of the business of the Company
AB Capital Investment LLC (Mark AB) has significant is maintained.
experience in the EPC space with investments in 9 EPC
companies in Kuwait, UAE, and Russia among others.
Weakness –
Cyclical nature of business– Despite offering solutions and
Based on the Resolution Plan submitted, Mark AB proposed
services across various sectors, the Company’s success
to invest Rs.350 crores (by issue of equity shares on a
is dependent upon the business climate and health of the
preferential basis) into the Company with a 26.48% stake in
overall economy. Any slowdown in domestic or global
the Company: The Company has received approvals from
business environment might result in clients delaying or
the shareholders, stock exchanges and a supermajority
curtailing their expansion plan in turn affecting the growth
of the lenders for the proposal. The proposal has been
of our business.
implemented post the end of the financial year.
Financial Position - SEPC’s financial strength is impacted
In addition to the issue of the equity shares, the proposal is
by external environment. The promoters have also
to convert not exceeding Rs.350 Crores of debt into suitable periodically supported the Company financially. As the
Secured redeemable non- convertible Debentures to the cash flows improve, its ability to compete for business will
lenders of the Company. be enhanced.
Implementation of the resolution plan will enable the Opportunities –
company to resume bidding for large projects in India. The
support of Mark AB will also allow for significant expansion Domestic Market
into the Middle East and North Africa markets.
The domestic market for water and infrastructure projects
SWOT Analysis – is massive. Post the implementation of the resolution
plan, SEPC will be left with relatively low debt and will be
Strengths – able to take advantage of the growing market with limited
competition. The market in Process and metallurgy is
Technical Proficiency – SEPC’s efficiency in offering high
also growing. Increasing steel and commodity prices is
end designing and engineering solutions have enabled it
triggering expansion in many of our clients which will open
to carve out a niche for itself in domestic and international
up opportunities for SEPC.
market. The Company’s ability to provide cost effective
solutions to its clients facilitates them to improve their International Markets
competitive positioning, maximize assets and increase
The completion of the Basra and MISCO (Oman) projects
long term business success. Further, SEPC’s capability in
allows the company to access a large number of projects
offering customized solutions helps it to differentiate itself
in the MENA region. The relationships of Mark ab Capital
from the rest. The confluence of such factors results in
will open new doors for the company
securing repeat orders from its clients.

25
Threats – Material developments in Human
Resources / Industrial Relations front,
Regulatory & Political Risk including number of people employed.
The Company functions in a dynamic and ever changing
Material Development means a development that would
business environment, wherein any sudden withdrawal
have had a material adverse effect or impact on the
or policy cancellation can have an adverse impact on the
business front. When viewed from this point of view,
businesses overall operations. In addition, higher level
SEPC continues to function at its optimum level with little
of regulations can also have an adverse impact on the
or no impact in HR. SEPC has been able to retain its
Company’s profitability.
talents all through the year to meet its business targets
Increasing Competition and performance.

Heightened competition invariably leads irrational bidding The company’s manpower strength was315 as on 1.4.2021
wars resulting in driving down the margins and profitability and the same stood at 277 as on 31.3.2022. during the
to unviable levels. year under review, the Company laid increased focus on
completing the water and infra projects (under the Municipal
SEPC Outlook services) , where there has been no major attrition.
The approval of the resolution plan and the new equity The attrition was mainly in P & M and MPD and other
infusion will allow the company to return to growth. Our Support Services Department which did not have much
clients have stood with us during the difficult times and we of an impact in the Company’s present business scenario.
should be able to leverage these relationships in the future.
On the Industrial Relations front too, the Company’s
Diversification of customers, industries as well as impeccable track records continues with NIL issues on this
geographies has enabled SEPC to emerge as a capable front and the employees keep supporting the Management’s
EPC player. The Company is confident of further elevating efforts in full steam.
its performance given the improved prospects across the
landscape for its customer industries in India and overseas.

Details of significant changes (i.e. change of 25% or more as compared to the

immediately previous financial year) in key financial ratios, along with detailed
explanations therefor.
Ratio as on
Particulars 31st 31st March 2021 Variance Reason
March
2022
Debt Equity Ratio 1.31 0.84 56% Increase in over dues and Interest
accrued not paid
Return on equity/ investment -33% -18% 82% ECL provision, reduction in net worth
due to loss
Trade Receivables turnover ratio 1.55 1.01 53% Reduction in revenue
Trade payables turnover ratio 0.63 0.42 48% Increase in creditors value & reduction
in credit purchases
Net profit ratio -47% -32% 46% Reduction in revenue
Return on Capital employed -5% -8% 37% Reduction in EBIT loss as well as
reduction in Capital Employed

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with
a detailed explanation thereof.
31st March 31st March
Particulars Variance Reason
2022 2021
Reduction in EBIT loss as well as reduction in
Return on Net Worth -5% -8% 37% Capital Employed

26
Internal control systems and their adequacy. with the strategic goals. The internal control framework is
intended to ensure correct, reliable, complete and timely
The Company has an independent Internal Audit Practices financial reporting and management information.
with well-established risk management processes both
at the business and corporate levels. Internal Auditor Discussion on financial performance with respect to
submits their reports, directly to the Chairman of the Audit operational performance.
Committee of the Board of Directors, which ensures process
The company has recorded a gross revenue of Rs 32,945.65
independence.
lakhs for the year ended 31st March 2022 compared to Rs
The audit committee revisits the adequacy of internal 58,278.52 lakhs over the previous year. The international
audit/ controls and ensures that the size and composition revenue constituted 34% on the total revenue in FY 22 (54%
commensurate with the size of the business. The Company in FY 21). The De growth in revenue is mainly on account of
believes that every employee has a role to play in fostering delay in implementation of Resolution Plan and completion
an environment in which controls, assurance, accountability of International projects.
and ethical behaviour are accorded high importance. This Gross Profit margin for the year is at 14% compared to 8%
complements the Internal Audits conducted to ensure total during the previous year.
coverage during the year.
The capital employed as on 31st March 2022 is Rs 94,487
The overall aim of the company’s internal control framework lakhs is decreased from Rs 1,30,388 lakhs in FY 2021 mainly
is to assure that operations are effective and well aligned due to operating Loss recorded during the last two years.

27
Directors’ Report
Dear Shareholder,
Your Directors present the Twenty Second Annual Report together with the Audited Financial Statements of your Company
for the financial year ended 31st March, 2022.

FINANCIAL RESULTS (` in lakhs)

Consolidated Consolidated Standalone Standalone
(12 months) (12 months) (12 months) (12 months)
PARTICULARS
2021-22 2020-21 2021-22 2020-21

Total Income 34,059.07 60,613.31 31,174.05 55,324.01

Profit before Interest, Depreciation, tax and (3,580.07) (5,461.06) (2,118.53) (5,938.81)
extra-ordinary items

Interest & depreciation 12,151.04 11,214.97 12,143.23 11,200.61

Profit before tax & before extra-ordinary items (15,731.11) (16,676.05) (14,261.76) (17,139.43)

Provision for taxation 4,278.00 122.17 4,278.00 -

Profit after tax & extra-ordinary items (26,370.37) (17,947.31) (24,901.02) (18,288.54)

Balance brought forward from last year (1,93,436.12) (1,75,488.79) (1,89,616.01) (1,71,327.47)

Profit available for appropriation (2,15,105.50) (1,93,436.02) (2,14,517.03) (1,89,616.01)

OPERATING RESULTS & PERFORMANCE The resolution plan was approved by a super majority of
the bankers on 25th March 2022. The revised Consortium
During the financial year ended March 31, 2022 the
agreement – Master Restructuring Agreement (MRA) was
company had recorded a total income at Rs.311.74 Crores
signed on 29th June 2022. Fresh equity has been issued
as against Rs. 553.24 Crores in the previous year on a
to Mark AB Capital Investment LLC in tranches starting
standalone basis. Loss was at Rs249.01 crores as against
on 24th June 2022, 30th June 2022, 11th July 2022 and 27th
a loss of Rs. 182.88 crores during the corresponding period.
July 2022.
BUSINESS HIGHLIGHTS
With this transaction, Mark AB has become the promoter
During the past year, the Company completed the of SEPC Limited.
Sewerage, Storm water and Trunk sewer pipeline at Al Qibla
Company’s Order Book was Rs 1,197 crores as at March
area, for Basra Governorate, Basra, Iraq valued at USD 236
31, 2022.
Mn. in joint venture with Mokul Infrastructure Private Limited
(Mokul Shriram EPC JV(MSJV)) through local contractor BUSINESS RISK MANAGEMENT
enabling the company to get additional qualification to bid
Pursuant to the requirement of Regulation 21 of SEBI (Listing
for similar projects in the Middle East market.
Obligations and Disclosure Requirements) Regulations,
The Company is in the process of implementing a resolution 2015, though not mandatory, the company has voluntarily
plan under June 7 th 2019 RBI Circular on Prudential constituted Business Risk Management Committee. The
Framework for resolution of Stressed assets involving details of Committee and its terms of reference are set out
infusion of Equity of Rs 350 crores by M/s Mark AB in the Corporate Governance Report forming part of the
Capital Investment LLC (Mark AB), a Dubai based fund, on Board’s Report.
preferential basis for a 26% stake along with day to day
The Company has a robust Business Risk Management
control and Management of the Company and conversion
(BRM) framework to identify, evaluate, treat and Report
of debt into Equity of Rs 350 crores among others. This will
business risks. This framework seeks to create transparency,
address the present stress on cash flows and enable the
minimize adverse impact on the business objectives and
company to bid for new projects.
enhance the Company’s competitive advantage. The

28
business risk framework defines the risk management with focus on Infrastructure, like Smart city mission,
approach across the enterprise at various levels including AMRUT, National Solar Mission, housing for all, National
documentation and reporting. The framework has different Jal Jeevan Mission etc.
risk models which help in identifying risks trend, exposure
BUSINESS OVERVIEW
and potential impact analysis at a Company level as well
as business segments and its mitigation plans. Your Company operates in the turnkey contracts business.
The business risks identified by the Company and its The turnkey contracts business covers engineering,
mitigation plans are as under: procurement and construction projects. Major areas of
operation include Municipal services projects like water
Project Risks:
and wastewater treatment plants and infrastructure, Roads,
In the context of the projects being executed, the Company metallurgical and process plant projects a.
reviews the risks associated with a project in all the following
GREEN INITIATIVE IN CORPORATE GOVERNANCE
aspects, but not restricted to:
The Ministry of Corporate Affairs (MCA) has through Circular
• Client related details such as financial closure of the
No.17/2011 pronounced a Green initiative in Corporate
project, creditworthiness and reputation of the client
Governance that allows Companies to send notices/
before even signing of the contract.
documents to shareholders electronically. The Green
• Estimation risk like price and quantity variances, Initiative endeavours to reduce consumption of paper, in
contingency provision, forex fluctuation on a periodic turn preventing deforestation and contributes towards a
basis. green and clean environment. In support of the initiative
announced by MCA, your Company will send notices
• Commercial risks like taxes and duties, payment terms,
convening Annual General Meeting, Audited Financial
bank guarantee requirements
Statements, Directors Report and Auditors’ Report etc in
• Organisational risks like availability of technical and electronic form in the current financial year. Your Company
managerial resources, gap funding needs, consortium would like to continue the Green Initiative further and
partner’s roles and responsibilities. requests all shareholders to opt for electronic documents.
• Performance risk like achievability of guarantee However, on request by any member of the Company/
parameters, time schedule, warranty and defect liability Statutory Authority interested in obtaining full text of
obligations. the financial statements, these documents will be made
available for examination, at its registered office. On
• Interfacing risks like coordination with multiple
personal request by any shareholder, a physical copy
agencies for approvals and clearance
of the Annual Accounts need to be provided. Pursuant
• Geographic risks like unfavourable weather conditions, to this, a statement summarizing the financial results of
earth quake floods etc. the Subsidiary is attached to the Consolidated Financial
Statement.
The above key risks are closely tracked for timely mitigation.
SUBSIDIARY
Competition Risks:
SHRIRAM EPC FZE, SHARJAH
The Infrastructure Industry is intensely competitive.
To mitigate this risk, the company is leveraging on its The Company`s subsidiary has successfully completed the
expertise, experience to increase market share, enhance mini Steel plant project for MISCO at a total cost of USD
brand equity / visibility and enlarge product portfolio and 241 Million. The subsidiary is also looking for new projects
service offerings. based on this qualification in GCC Countries.
Occupational Health &Safety (OHS) Risks: SHRIRAM EPC ARKAN LLC
Safety of employees and workers is of utmost importance With the completion of the MISCO project, the Company’s
to the company. To reinforce the safety culture in the step down subsidiary Shriram EPC Arkan LLC (70 %
company, it has identified occupational health & safety as subsidiary of SEPC FZE Sharjah) has downsized its
one of its focus areas. Various training programmes have operations while looking for further opportunities in the
been conducted at the sites such as behaviour based safety region.
training program, visible safety leadership program, logistics
Form AOC-1 in the specified format is enclosed as
safety program etc.
Annexure - I.
ECONOMIC SCENARIO AND OUTLOOK
Dividend
In the coming year 2022-23, to overcome the Covid
Since the Company has carry forward losses, the Board
disruptions in the economy in the last two years Government
has decided not to recommend a Dividend.
have introduced various measures to improve the Economy

29
SHARE CAPITAL to withdrawal of nomination by Punjab National Bank.
The authorized and paid-up capital of your Company is
Further to the Resolution Plan and the investment by Mark
Rs.1400 crs and Rs.971.53 crores respectively.
AB, the Board of Directors pursuant to the recommendation
The shareholding pattern as on 31st March 2022 is as under: of the Nomination and Remuneration Committee considered
the appointment of the following additional directors w.e.f.
Sl Shareholders % holding 24th June, 2022. Dr. R Ravichandran as an Additional
1 SVL Ltd (Promoters) 28.76 (Independent) Director, Dr. Arun Kumar Gopalaswamy as an
Additional (Independent) Director, Mr. Abdulla Mohammad
2 Bankers 55.53
Ibrahim Hassan Abdulla as an Additional Director and
3 Public & Others 15.72 Mr. N K Suryanarayanan as an Additional Director.
The total net worth of the Company as at 31st March, 2022
on Standalone basis was Rs 746.04 crores. In terms of Companies Act, 2013, SEBI (LODR) Regulations,
2015 and Secretarial Standards on General Meetings (SS-
DETAILS OF DEPOSITS 2), the necessary resolutions with explanatory statement
The Company has not accepted any Deposits covered for the appointment of said Directors of the Company is
under Section 73 of the Companies Act, 2013 read with the included in the Notice sent along with the annual report.
Companies (Acceptance of Deposits) Rules, 2014.
Mr. S Bapu (DIN: 02541697) retires by rotation pursuant
PARTICULARS OF LOANS, GUARANTEES OR to Section 152(6) of the Companies Act, 2013 and Article
INVESTMENTS 17.26 of the Articles of Association of the Company at the
The details of Loans, Guarantees and Investments covered forth coming Annual General Meeting and being eligible
under the provisions of Section 186 of the Companies Act, offers himself for re-appointment. In terms of Secretarial
2013 are given in the notes to the Financial Statements. Standards on General Meetings (SS-2), the necessary
resolution for the re-appointment of Mr. S Bapu as a Director
PARTICULARS OF CONTRACTS OR ARRANGEMENTS of the Company is included in the Notice sent along with
WITH RELATED PARTIES (REFERRED TO IN SUB the annual report.
SECTION (1) OF SECTION 188 OF THE COMPANIES
ACT, 2013) KEY MANAGERIAL PERSONNEL

All transactions with related parties were on arm’s length Mr. K Suresh, Company Secretary & Compliance Officer
basis and in the ordinary course of business. There was tendered his resignation from the closing hours of business
no material related party contract during the year. Form on 4th June, 2021. The Board at its meeting held on 11th
AOC-2 as required under Section 134 (3)(h) of the Act is February, 2022 appointed Mr. T Sriraman as the Company
enclosed to this report. Secretary & Compliance Officer of the Company w.e.f. 11th
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL February, 2022.
CONTROLS EVALUATION OF BOARD’S PERFORMANCE
In addition to the Internal Controls on Operations, the Board As per the provisions of Section 134(3) (p) of the Companies
has laid emphasis on adequate internal financial controls to
Act, 2013 and SEBI (Listing Obligations and Disclosure
ensure that the financial affairs of the Company are carried
Requirements) Regulations, 2015, the Board has carried out
out with due diligence. Apart from Internal Audit function
which scrutinizes all the financial transactions, there are also an annual performance evaluation of its own performance,
processes laid down, leading to CFO/CEO certification to the directors individually as well as the evaluation of the
Board on the adequacy of Internal Financial Controls as working of its Audit Committee, Nomination & Remuneration
well as internal controls over financial reporting. Committee and Risk Management Committee and
Stakeholders Relationship Committee. The manner in which
RE-APPOINTMENT /APPOINTMENT OF DIRECTORS
the evaluation has been carried out has been explained in
During the year, the re-appointment of Mr. T Shivaraman as the Corporate Governance Report.
the Managing Director & CEO for a period of one year w.e.f
20th September, 2021 and the re-appointment of Mr. M Amjat FAMILIARIZATION PROGRAMME FOR INDEPENDENT
Shariff as the Joint Managing Director for a period of one year DIRECTORS
w.e.f 20th September, 2021 was approved by the Members at The details of familiarization programmes for Independent
the 21st Annual General Meeting held on 28th September, 2021.
Directors of the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the
Mr. Kallika Prasad Agarwal, a nominee of Punjab National
Bank, ceased to be a Director of the Company w.e.f. the Company operates, business model of the Company and
closing hours of business on 23rd June, 2022 consequent related matters are put up on the website of the Company at

30
the following link: http://www.shriramepc.com/Companies- and for preventing and detecting fraud and other
Act-2013-Compliance.aspx irregularities;
DECLARATION BY INDEPENDENT DIRECTORS d. that the directors had prepared the annual accounts on
a going concern basis;
The Company has received necessary declaration from
each Independent Director of the Company under Section e. that the directors had laid down internal financial
149(7) of the Companies Act, 2013 (Act) stating that the controls to be followed by the Company and that
Independent Directors of the Company met with the criteria such internal financial controls are adequate and were
of Independence laid down in Section 149(6) of the Act and operating effectively.
Regulation 25 of SEBI (Listing Obligations and Disclosure
f. that the directors had devised proper systems to
Requirements) Regulations, 2015.
ensure compliance with the provisions of all applicable
REMUNERATION POLICY laws and that such systems were adequate and
operating effectively.
Pursuant to Section 178(3) of the Companies Act, 2013,
the Boardon the recommendation of the Nomination & RELATED PARTY TRANSACTIONS
Remuneration Committee framed a policy for selection and
All related party transactions that were entered into during
appointment of Directors, Key Managerial Personnel and
the financial year were on an arm’s length basis and
other employees and their remuneration.
were in the ordinary course of business. There were no
The details of the Remuneration Policy are stated in the materially significant related party transactions made by
Corporate Governance Report. the company with promoters, directors, key managerial
personnel or other designated persons which may have a
NUMBER OF MEETINGS OF THE BOARD
potential conflict with the interest of the company at large.
During the year 2021-22, 5 (FIVE) meetings of the Board None of the Directors had any pecuniary relationships
of Directors were held on 29th June 2021, 13th August or transactions vis-à-vis the Company other than sitting
2021, 12th November 2021, 03rd January 2022 and 11th fees and reimbursement of expenses incurred, if any, for
February 2022. The details of the said meetings are given attending the Board meetings.
in the Corporate Governance Report. The intervening gap
All related party transactions are placed before the audit
between the Meetings was within the period prescribed
committee for review and approval as per terms of the
under the Companies Act, 2013.
Policy for dealing with related parties. Prior omnibus
DIRECTORS’ RESPONSIBILITY STATEMENT approval of the audit committee is obtained on a quarterly
basis for the transactions which are of a foreseen and
To the best of their knowledge and belief and according to
repetitive nature. The transactions entered into pursuant
the information and explanations obtained by them, your
to the omnibus approval so granted are audited and a
Directors make the following statements in terms of Section
statement giving details of all related party transactions
134(3)(c) of the Companies Act, 2013:
is placed before the audit committee and the board of
a. that in the preparation of the annual accounts for the directors for their approval on a quarterly basis.
year ended March 31, 2022, the applicable accounting
The policy on related party transactions as approved by
standards had been followed along with proper
the board is uploaded on the company’s website at the
explanation relating to material departures, if any;
following link. http://www.shriramepc.com/Companies-Act-
b. that the directors had selected such accounting 2013-Compliance.aspx
policies as mentioned in Note No: 2. of the Financial
Form AOC-2 in the specified format is enclosed as Annexure
Statements and applied them consistently and
- II.
judgement and estimates that are reasonable and
prudent so as to give a true and fair view of the state EXPLANATIONS OR COMMENTS ON QUALIFICATIONS,
of affairs of the company as at March 31, 2022 and R E SE R VATI ON S OR AD VE R SE R E MAR KS O R
of the loss of the Company for the year ended on that DISCLAIMER MADE BY THE STATUTORY AUDITORS
date; AND THE PRACTISING COMPANY SECRETARY IN
THEIR REPORT
c. that the directors had taken proper and sufficient care
for the maintenance of adequate accounting records The explanations/comments made by the Board relating to
in accordance with the provisions of the Companies qualification, reservations or adverse remarks made by the
Act, 2013 for safeguarding the assets of the Company Statutory Auditors and the Practising Company Secretary

31
in their respective reports are furnished below: reversal of DTA before the expiry of the period for which
this benefit is available.
QUALIFICATIONS OF STATUTORY AUDITORS
Auditor Qualification 2
Auditor Qualification 1
Contract Asset (Non-Current) include Rs. 3,956.62 Lakhs
The carrying value of Deferred Tax Asset (DTA) include
(Net of provisions amounting to Rs. 926.98 Lakhs) relating
an amount of Rs. 39,645.00 Lakhs (March 31, 2021: Rs.
to project dues which is not progressing on account of
43,889.00 Lakhs) which is recognized on unabsorbed
Statutory delays faced by the Customer. In the absence
business losses. Due to unavailability of sufficient
of positive development in this matter till date there is
appropriate audit evidence to corroborate management’s
uncertainty on the amount that would be recoverable by
assessment on reasonable certainty of future taxable
the Company. Further, Sufficient appropriate audit evidence
profits, as required by Ind AS 12 on Income taxes and,
to corroborate management’s assessment of recoverability
considering the current pandemic situation, we are unable
of the above said amounts are not available. Accordingly,
to ascertain the extent to which the deferred tax asset
we are unable to comment on the carrying value of above-
can be utilized. (Refer Note 44 of the Standalone financial
mentioned Contract Asset (Non-Current) and the impact if
statements). This matter was also qualified in our report
any, on account of non-provisioning of the said balance on
on the Standalone financial statements for the year ended
the Consolidated financial statements at present. Refer to
March 31, 2021.
Note 8 of the Standalone Financial Statements.
Management Response 1
Management Response 2
Against the carried forward loss of Rs 2,11,013 lakhs,
The Company entered into a contract to construct Ammonia
the company has recognised Deferred Tax Asset (DTA)
plant for Bharath Coal and Chemicals Limited (BCCL).
on a carry forward loss of `1,28,547 lakhs which results
The project is stalled due to delays in statutory approvals.
in DTA of ` 39,645 lakhs ((March 31, 2021 - ` 43,889.00
The total exposure in this project recorded under Unbilled
Lakhs). Considering potential order book as on date,
Revenue is ` 3,956.02 Lakhs (March 31, 2021 - ` 3,956.02
future business prospects in the light of implementation of
Lakhs) Considering that BCCL is under liquidation and do
resolution plan, projects in pipeline etc., the management
not have any financial creditor, management is of the view
is confident of adjusting these carry forward losses and
that BCCL will be in a position to settle company’s dues in
full.Qualifications by the Secretarial Auditors

Sr. Compliance Requirement (Regulations/ Deviations Observations/ Remarks of the

No circulars / guidelines including specific Practicing Company Secretary
clause)
1 The Company shall have a full-time The Company Secretary has
company secretary in employment as per resigned from office with effect
section 203 of the Companies Act 2013 from 04th June 2021, and it
read with Rule 8 of The Companies (Ap- is observed that the Company
pointment and Remuneration of Managerial had only appointed the
Personnel) Rules, 2014 and Regulation The Company has regularized
company secretary with effect the Compliance Officer appoint-
6 of Securities and Exchange Board of
from 11th Feb 2022, there- ment by appointing Mr. R S Chan-
India (Listing Obligations and Disclosure
fore beyond 6 (Six) months the drasekharan, CFO with effect from
Requirements) Regulations, 2015.
Company was not having a 04th June 2021 during the absence
full time of the Full time Company Secretary.
company secretary on roll.
2 Reg 34 (1): the Annual Report copies shall It is observed that the Compa- The date of dispatching the Notice
be sent to Stock Exchanges with 21 clear ny h a s and Date of meeting shall be ex-
days’ notice excluding the date of Meeting submitted the Annual Report cluded while reckoning the Clear
and date of sending the Notice copies to the Stock Exchanges Days’ Notice.
on 07th Sept 2021 and since
the Annual General Meeting Note: As per the explanation pro-
held on 28th Sept 2021, there
vided by the Company, the said
is a delay of 1 day.
delay is due to technical error.

32
Management Response Based on the above equity shares have been issued to
Mark AB in tranches starting on 24th June 2022, 30th June
The Company was having an Assistant Company Secretary
2022, 11th July 2022 and 27th July 2022.
who was taking care of the Compliances – had qualified
himself and was waiting for the ACS Membership. On COMPOSITION OF AUDIT COMMITTEE
Receipt of the membership number he was appointed as
Pursuant to Section 177 of the Companies Act, 2013, during
full time Company Secretary and Compliance Officer and
the year, the Audit Committee was not reconstituted for
the non-compliance was duly explained to stock Exchanges
any reasons by the Board of Directors and the Committee
and ratified.
continues to have the following members:
As explained this was purely due to some technical issue
1. Mr. P D Karandikar - Member
and the very next day the dissemination has happened.
2. Mr. S Bapu - Member
The Secretarial Audit Report is annexed here with as
Annexure - III. 3. Ms. Chandra Ramesh - Member

MATERIAL CHANGES AND COMMITMENTS AFFECTING 4. Mr. K S Sripathi - Member

THE FINANCIAL POSITION BETWEEN THE END OF THE
The Board has accepted the recommendations of the Audit
FINANCIAL YEAR AND THE DATE OF THE REPORT
Committee and there were no incidences of deviation from
There have been material changes in the financial position such recommendations during the financial year under
of the company between the end of the financial year and review.
the date of this report. The following is a summary of the
The Audit Committee had met 5 (FIVE) times on 29th June
changes
2021, 13th August 2021, 12th November 2021, 03rd January
The consortium of bankers of the company, by a 2022 and 11th February 2022.
supermajority have approved a resolution plan for the
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
company on 25th March, 2022 which inter alia provide for
the following Pursuant to Sections 177(9) and (10) of the Companies Act,
2013 and Regulation 22 of the SEBI (Listing Obligations and
a. Investment of Rs 350 crores in equity of the company Disclosure Requirements) Regulations, 2015, the Company
at a price per equity share of Rs 10.00 by Mark AB has a Vigil Mechanism through a Whistle Blower Policy.
capital Investment LLC, Dubai.
The details about the whistle blower policy are provided
b. Recognition of Mark AB Capital Investment LLC as in the Annual Report Disclosures under Regulation 34 and
the promoter of the company Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
c. Cessation of SVL limited as the promoter of the
company NOMINATION AND REMUNERATION COMMITTEE

d. Conversion of Rs 175 crores of loans by the banks Pursuant to Section 178 of the Companies Act, 2013,
into Compulsory convertible debentures during the year, the Committee was not reconstituted for
any reasons by the Board of Directors and the Committee
e. Conversion of Rs 175 crores of loans by the banks continues to have the following members:
into Non-convertible debentures
Ms. Chandra Ramesh - Chairman
The infusion of equity by Mark AB and the consequent
Mr. P D Karandikar - Member
change of control is exempt from the takeover code
regulations as per the exemption granted by RBI Mr. K S Sripathi - Member
C i rc u l a r N u m b e r R B I / 2 0 1 8 - 1 9 / 2 0 3 . D B R . N o . B P.
During the year 2021-22, 3 (Three) meetings of the
BC.45/21.04.048/2018-19. June 7, 2019. Prudential
Nomination and Remuneration Committee were held
Framework for Resolution of Stressed Assets.
on 13th August 2021, 12th November 2021 and on 11th
Subsequent to the approval of the banks, BSE Limited February, 2022. The said committee has been empowered
and the National Stock exchange have accorded their In- and authorized to exercise powers as entrusted under the
principal approval for preferential allotment of equity shares provisions of Section 178 of the Companies Act, 2013. The
to Mark AB Capital Investment LLC. Company had laid out the policy on director’s appointment

33
and remuneration including criteria for determining term from the conclusion of this 22 nd Annual General
qualifications, positive attributes, independence of a Meeting until the conclusion of 27th Annual General Meeting
director and other matters provided under sub section 3 to be held in the calendar year 2027 at a remuneration of
of Section 178 of the Companies Act, 2013. Rs. 33,00,000/- (Rupees Thirty Three Lakhs Only) excluding
the out of pocket expenses incurred by them in connection
Policy on Criteria for Board Nomination and Remuneration
with the Audit and applicable taxes for the Financial Year
is available in the website of the Company under the
2022-23 and that the Board of Directors based on the
link httrp://www.shriramepc.com/Companies-Act-2013-
recommendation of the Audit Committee be authorized to
Compliance.aspx
fix the remuneration payable to the Statutory Auditors for
CORPORATE SOCIAL RESPONSIBILITY (CSR) the subsequent Financial years.
The Company is carrying accumulated losses for the last 2 M/s. MSKA & Associates have confirmed their eligibility
years. However, Corporate Social Responsibility Committee under Section 141 the Act and the Rules made thereunder
is formed based on the net worth of the Company as per for their re-appointment as Statutory Auditors. Further as
the Companies (Corporate Social Responsibility Policy) required under Regulation 33 of the Listing Regulations,
Rules, 2014. they have also confirmed that they hold a valid certificate
Policy on Corporate Social Responsibility is available in issued by the Peer Review Board of the Institute of
the website of the Company under the link Policy-on- Chartered Accountants of India.
Corporate-Social-Responsibility.pdf (shriramepc.com) In terms of Companies Act, 2013, SEBI (LODR) Regulations,
INSIDER TRADING GUIDELINES 2015 and Secretarial Standards on General Meetings
(SS-2), the necessary resolutions with explanatory
Pursuant to the provisions of SEBI (Prohibition of Insider statement for the appointment of Statutory Auditors of
Trading) Regulations, 2015 (as amended from time to the Company is included in the Notice sent along with the
time), the Company has formulated a Code of Conduct on annual report.
Prohibition of Insider Trading (‘Insider Trading Code’) and
a Code of Practices and Procedures for fair disclosure of COST AUDITORS
Unpublished Price Sensitive Information (‘Fair Disclosure Pursuant to Section 148 of the Companies Act, 2013
Code’) which are in force. The Fair Disclosure Code is (Act) read with Rule 14 of Companies (Audit and Auditors)
available on the website of the Company at Policy-on- Rules, 2014, (Rules) M/s GSVK & Co., Cost Accountants
Corporate-Social-Responsibility.pdf (shriramepc.com) (Registration No. of the Firm is 002371) was appointed as
AUDITORS Cost Auditor of the company for the financial year 2022-23
on a remuneration of Rs. 50,000/- plus applicable taxes and
The members of the company at the 17th Annual General payment of such out of pocket expenses as approved by
Meeting held on 24th August 2017, appointed M/s. MSKA & the Board of Directors of the Company. In terms of the Act
Associates, Chartered Accountants (Regn. No. 105047W) and Rules referred above the remuneration payable to the
Chennai as Statutory Auditors of the Company to hold cost auditor is required to be placed before the members
office until the conclusion of the ensuing Annual General in a general meeting for their ratification.
Meeting. In terms of the provisions of Section 139 (2) of the
Companies Act, 2013 the Companies (Audit and Auditors) Accordingly, a resolution seeking member’s ratification
Rules, 2014 and other applicable provisions, the Company for the remuneration payable to M/s GSVK & Co., Cost
can appoint or re-appoint an audit firm as statutory auditors Accountants is included at Item No.4 of the notice
for not more than two terms of five consecutive years. convening the annual general meeting.
M/s. MSKA & Associates are eligible for re-appointment for Secretarial Audit
a further period of five years.
Pursuant to the provisions of Section 204 of the Companies
Based on the recommendation of the Audit Committee, Act, 2013 read with the Companies (Appointment and
the Board of Directors at their meeting held on 30th May, Remuneration of Managerial Personnel) Rules, 2014, the
2022 has approved the re-appointment of M/s. MSKA & company has appointed Mr. Rajiblochan Sarangi, Company
Associates, Chartered Accountants (Regn. No. 105047W) Secretary in Practice to undertake the Secretarial Audit
as the Statutory Auditors of the Company, subject to the of the Company. The Report of the Secretarial Auditor is
approval of the Shareholders, to hold office for a second annexed herewith.

34
SECRETARIAL STANDARDS 2013 read with Rule 8(3) of The Companies (Accounts)
Rules, 2014, is given below:
The Institute of Company Secretaries of India has issued
Secretarial Standards (Meetings of the Board and General Earnings in Foreign Currency: 390.77 Lakhs
Meetings) on various aspects of corporate law and
Expenditure in Foreign Currency: Rs. 492.10 lakhs
practices. The Company has complied with each one of
them. 4.85
Professional & Consultancy Fees
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Material Consumed
Management Discussion and Analysis Report, highlighting 201.72
Erection, Construction & Operation
the business details, is attached and forms part of this 59.00
Exp
report.
Travelling & Conveyance 3.74
CORPORATE GOVERNANCE
Salary & Wages 67.95
All material information was circulated to the directors
before the meeting or placed at the meeting, including Others 154.84
minimum information required to be made available to the Total 492.10
Board as prescribed under Part A of Schedule II of Sub-
Regulation 7 of Regulation 17 of the Listing Regulations. Transfer to Investor Education and Protection Fund
Authority
In terms of Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure The Company had declared Dividend up to the year 2011-12
Requirements) Regulations, 2015 a Report on Corporate and all unclaimed / Unpaid Amounts have been transferred
Governance along with a Certificate from the Practicing to IEPF Authorities. As regards the underlying shares the
Company Secretary confirming the compliance with the same had been transferred up to the year 2009-10. We
conditions of Corporate Governance as stipulated under are in the process of transferring underlying shares of
Part E of Schedule V of Sub- Regulation 34(3) of the Listing 2010-11 and are struck up due to some technical issue in
Regulations is attached to this report. filing e-form IEPF-4 and are following up with Registrar of
Companies.
PROTECTION OF WOMEN AT WORK PLACE
ANNUAL RETURN
The Company has in place an Anti Sexual Harassment
Policy in line with the requirements of The Sexual The details forming part of the Annual Return in
Harassment of Women at the workplace (Prevention, the prescribed form MGT 7 as per Section 92(3) of
Prohibition & Redressal) Act, 2013. the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules,
Internal Complaints Committee (ICC) has been set up to 2014 is uploaded on the website of the Company at
redress complaints received regarding sexual harassment. http://www.shriramepc.com/
All employees (permanent, contractual, temporary and
PARTICULARS OF EMPLOYEES
trainees) are covered under this policy.
The ratio of remuneration of each Director to the median
The following is the summary of sexual harassment
of employees’ remuneration as per Section 197(12) of the
complaints during the year 2021-22.
Companies Act, 2013 read with Rule 5 of the Companies
No. of complaints received – Nil (Appointment & Remuneration of Managerial Personnel)
No. of complaints disposed off– Not Applicable Rules, 2014 is annexed to and forms part of this report.

ENERGY CONSERVATION, TECHNOLOGY DISCLOSURE REQUIREMENTS

ABSORPTION AND FOREIGN EXCHANGE EARNINGS The Company complies with all applicable mandatory
AND OUTGO Secretarial standards issued by the Institute of Company
The information on conservation of energy, technology Secretaries of India
absorption and foreign exchange earnings and outgo None of the Auditors of the Company have reported
stipulated under Section 134(3) (m) of the Companies Act, any fraud as specified under second proviso of Section

35
143(12) of the Companies Act 2013(including any statutory statement also provides the details of performance and
modification (s) or re-enactment(s) thereof for the time financial position of the subsidiary.
being in force.
APPRECIATION & ACKNOWLEDGEMENTS
The Company does not have any scheme or provision of
The Directors wish to thank the bankers for their continued
money for the purchase of its own shares by employees/
assistance and support. The Directors also wish to thank
Directors or by trustees for the benefit of employees/
the Shareholders of the company for their continued
Directors: and
support even during these testing period. Further, the
The Company has not issued equity shares with differential Directors also wish to thank the customers and suppliers
rights as to dividend, voting or otherwise. for their continued cooperation and support. The Directors
further wishes to place on record their appreciation to all
CONSOLIDATED FINANCIAL STATEMENTS
employees at all levels for their commitment and their
The Consolidated Financial Statements of the Company contribution.
prepared in accordance with Section 129(3) of the
Companies Act, 2013 and relevant Accounting Standards
(AS) viz. AS 21, AS 23 and AS 27 issued by the Institute For and on behalf of the Board
of Chartered Accountants of India form part of this Annual
Report. Further, a statement containing the salient features P D Karandikar
of the financial statement of the subsidiary in the prescribed 24th June, 2022 (DIN: 02142050)
Chennai Chairman
format AOC-1 is appended to the Directors Report. The

36
 Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries associate companies joint ventures

Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs. lakhs)
SI.No. Particulars Details
1 Name of the subsidiary Shriram EPC FZE
2 Reporting period for the subsidiary concerned, if different NA
from the holding company's reporting period
3 Reporting currency and Exchange rate as on the last AED
date of the relevant Financial year in the case of foreign
subsidiaries
4 Share capital 30.83
5 Reserves and surplus 501.18
6 Total assets 15,353.09
7 Total Liabilities 15,823.44
8 Investments NA
9 Turnover 2,936.46
10 Profit before taxation 1,495.56
11 Provision for taxation Nil
12 Profit after taxation 1,495.56
13 Proposed Dividend Nil
14 Extent of shareholding (in percentage) 100%

Notes: The following information shall be furnished at the end of

the statement:
1.   Names of subsidiaries which are yet to commence NA
operations
2.   Names of subsidiaries which have been liquidated or NA
sold during the year

37
 Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arms length transactions under third proviso
thereto

1. Details of contracts or arrangements or transactions not at arm's length basis - Nil

Name(s) of the related party and nature of relationship

Nature of contracts/arrangements/transactions
Duration of the contracts/arrangements/transactions
Salient terms of the contracts or arrangements or transactions including the value, if any
Justification for entering into such contracts or arrangements or transactions
Date of approval by the Board
Amount paid as advances, if any
Date on which the special resolution was passed in general meeting as required under
first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis : List Enclosed

Name(s) of the related party and nature of relationship

Nature of contracts/arrangements/transactions
Duration of the contracts/arrangements/transactions
Salient terms of the contracts or arrangements or transactions including the value, if
any
Date(s) of approval by the Board, if any
Amount paid as advances, if any

For and on behalf of the Board of Directors

Shriram EPC Limited Chandra Ramesh
CIN: L74210TN2000PLC045167 Director

T. Shivaraman R.S. Chandrasekharan

Managing Director & CEO Chief Financial Officer

38
 Annexure to AOC-2

(A) List of related parties and description of relationship as identified and certified by the Company:

Entites exercising significant influence over the company

SVL Limited

Subsidiary
Shriram EPC FZE, Sharjah

Step Down Subsidiary

Shriram EPC Arkan LLC

Subsidiary of Entites exercising significant influence over the company:

Shriram SEPL Composites Private Limited
Bharat Coal Chemicals Limited (BCCL)

Enterprises under the joint control of the Entites exercising significant influence over the company:
Leitwind Shriram Manufacturing Private Limited

Key management personnel

T.Shivaraman - Managing Director
M.Amjad Shariff - Joint Managing Director

Other enterprises under the control of the key management personnel

Orient Green Power Company Limited
Bharath Wind Farm Limited
Clarion Windfarms Private Limited
Beta Wind Farm Private Limited
Amrit Enviornmental Technologies P Ltd

Joint Operations
Larsen & Toubro Limited Shriram EPC JV
Mokul Shriram EPC JV
Shriram EPC Eurotech Environmental Pvt Ltd - JV
SEPC DRS ITPL JV

39
(B) Details of transactions with related party in the ordinary course of business for the year ended:

(i) Investing Party 2021-22 2020-21

Transfer of Advances / Receivables 2,789.98 4,758.88

Fund Received (Net) 2,450.43 5,194.75

(ii) Key Management Personnel (KMP)

Compensation of key management personnel

T.Shivaraman 60.40 60.40
M.Amjad Shariff 60.15 60.15

(iii) Other enterprises under the control of the key management personnel

(a) Orient Green Power Company Limited

Payments made 0.41 -

(b) Bharath Wind Farm Limited

Fund Receipts 4.11 -

(iv) Joint Operations

(a) Larsen & Toubro Limited Shriram EPC JV

Company’s share in profit of Integrated Joint Ventures 1.48 286.15
Funds Received 390.77 -

(b) Shriram EPC Eurotech Environmental Pvt Ltd - JV

Progressive Billings/ Revenue 698.18 532.66
Expenses reimbursed by the party 4.51 125.33

(c) SEPC DRS ITPL JV

Progressive Billings/ Revenue 1.99 590.73
Expenses reimbursed by the party - 260.85

(d) Mokul Shriram EPC JV

Progressive Billings/ Revenue 8,624.17 25,983.90
Cost incurred for Materials and Labour 8,624.17 25,983.90

40
CORPORATE GOVERNANCE REPORT
1. Company’s practice on Corporate Governance As on March 31, 2022 and as on date of this Report, the
Company is in compliance with Regulations 17(1)(a) and
The Company has consistently aimed at developing a
17(1)(b) of the Listing Regulations pertaining to optimum
formalised system of Corporate Governance. We believe
combination of Executive and Non-Executive Directors
that it is imperative and non-negotiable for a world class
with one Woman Director, not less than fifty percent of the
Company to adopt transparent accounting policies,
Board comprising of Non-Executive Directors and at least
appropriate disclosure norms, best-in-class board practices
half of the Board comprising of Independent Directors.
and consistent high standards of corporate conduct
The Company is also in compliance with the provisions of
towards its stakeholders.
Section 149(4) of the Companies Act, 2013.
The Company adopts the Corporate Governance by
The Company has an appropriate size of the Board for
adopting practices mandated in SEBI (Listing Obligations
strategic discussion and avails benefit of diverse experience
and Disclosure Requirements) Regulations, 2015 and
and viewpoints.
its amendments from time to time under Corporate
Governance and by establishing procedures and systems to All directors are individuals of integrity and courage, with
be fully compliant with it. Periodic review of the procedures relevant skills and experience to bring judgment to bear on
and systems are done in order to ensure continued the business of the Company. The composition of Board is
relevance, effectiveness and responsiveness to the needs in conformity with Regulation 17 of SEBI (Listing Obligations
of the Shareholders. and Disclosure Requirements) Regulations,2015. Details
of the composition of the Board of Directors are given in
The Company adopts practices mandated in SEBI
Table at page no 47.
(Listing Obligations and Disclosure Requirements)
Regulations,2015 under Corporate Governance and by As on date of this report i.e. 24th June, 2022, the Board
establishing procedures and systems to be fully compliant comprises of 10 Directors:
with it. Periodic review of the procedures and systems are
done in order to ensure continued relevance, effectiveness Mr. T Shivaraman - Managing Director &
and responsiveness to the needs of the Shareholders. CEO

The Company discloses information regarding its financial Mr. M Amjat Shariff - Joint Managing Director
position, performance and other vital matters with Mr. P D Karandikar - Non Executive -
transparency, fairness and accountability on timely basis Independent
and the Company is in compliance with the requirements
Ms. Chandra Ramesh - Non Executive -
stipulated under SEBI (Listing Obligations and Disclosure Independent
Requirements) Regulations, 2015 with regard to the
Corporate Governance, applicable for the financial year Mr. K S Sripathi - Non Executive -
2021 - 22. Independent

BOARD OF DIRECTORS Mr. S Bapu - Non Executive – Non

Independent
The Board is entrusted and empowered to oversee the
Dr. R Ravichandran - Additional
management, direction and performance of the Company (Independent) Director1
with a view to protect interest of the stakeholders and
enhance value for shareholders. Dr. Arun Kumar - Additional
Gopalaswamy (Independent) Director1
Composition of Board
Mr. Abdulla Mohammad - Additional (Non
As at 31.03.2022 the Board comprises of seven directors Ibrahim Hassan Abdulla Independent) Director1
of which Managing Director & CEO and Joint Managing
Mr. N K Suryanarayanan - Additional (Non
Director are the Two Executive Directors. Out of the five Independent) Director1
Non-Executive Directors, three (3) including one-woman
director are independent Directors and (1) non-independent Mr. Kallika Prasad Agarwal - Nominee Director2
director and One (1) Nominee Director. 1 Appointed w.e.f. 24th June, 2022
2 Ceased to be a Director w.e.f. 23rd June, 2022

41
Information provided to the Board t) Quarterly details of foreign exchange exposures and the
steps taken by management to limit the risks of adverse
Among others, information shared to the Board includes:
exchange rate movement, if material;
a) Annual operating plans of businesses and budgets and
u) Non-compliance of any regulatory, statutory nature or
any updates thereof;
listing regulations and shareholders’ service, such as
b) Capital budgets and any updates thereof; non-payment of dividend, delay in share transfer, if any,
and others;
c) Quarterly results for the Company and business
segments; v) Declaration of Independent Directors at the time of
appointment / annual declaration;
d) Minutes of the meetings of the Audit Committee, other
Committees of the Board and minutes of meetings of w) Takeover of a Company or acquisition of a controlling of
Subsidiary Companies; a substantial stake in another Company;
e) The information on recruitment and remuneration of x) Appointment of and fixing of remuneration of the Auditors
senior officers just below the level of Board, including as recommended by the Audit Committee;
the appointment or removal of Chief Financial Officer
y) Annual financial results of the Company, Auditors ‘Report
and Company Secretary;
and the Report of the Board of Directors;
f) Show cause, demand, prosecution notices and penalty
z) Compliance Certificates for all the laws as applicable to
notices, which are materially important;
the Company; and
g) Fatal or serious accidents, dangerous occurrences, any
aa)CSR activities carried out by the Company and
material effluent or pollution problems;
expenditure made thereon.
h) Any material default in financial obligations to and by the
The Board of Directors of the Company is presented
Company or substantial non-payment for goods sold by
with detailed notes, along with the agenda papers, well
the Company;
in advance of the meeting. All material information is
i) Any issue, which involves possible public or product incorporated in the agenda for facilitating meaningful and
liability claims of substantial nature, including any focused discussions at the meeting. Where it is not practical
judgment or order, which may have passed strictures to attach any document to the agenda, the same is tabled
on the conduct of the Company or taken an adverse before the meeting with the specific reference to its effect
view regarding another enterprise that can have negative in the agenda. In special and exceptional circumstances,
implications on the Company; additional or supplementary items on the agenda are
permitted.
j) Making of loans and investment of surplus funds;
The Board periodically reviews compliance reports of laws
k) General notices of interests of Directors;
applicable to the Company, prepared and placed before the
l) Constitution/Reconstitution of Board Committees; Board by the Management.
m) Appointment, remuneration and resignation of Directors; Declaration by Independent Directors
n) Dividend declaration; The Company has received necessary declarations from
o) Significant changes in accounting policies and internal each independent director under Section 149(7) of the
controls; Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6) of the Companies
p) Details of any joint venture or collaboration agreements; Act, 2013 and Regulation 25 of the Listing Regulations.
q) Transactions that involve substantial payment towards The Board confirms that, in its opinion, the independent
goodwill, brand equity or intellectual property; directors fulfil the conditions as specified in the Regulation
16 of the Securities and Exchange Board of India (Listing
r) Significant labour problems and their proposed solutions, Obligations and Disclosure Requirements) Regulations,
any significant development on human resources, 2015 and they are independent of the management.
industrial relations front like signing of wage agreement,
implementation of voluntary retirement scheme etc.; Familiarization Program of Independent Directors

s) Sale of material nature of investments, subsidiaries, The Independent directors of SEPC are eminent personalities
assets which are not in the normal course of business; having wide experience in the field of business, finance,

42
education, industry, commerce and administration. Their Directors and designated employees who buy and sell
presence on the Board has been advantageous and fruitful shares of the Company are prohibited from entering into
in taking business decisions. an opposite transaction i.e. sell or buy any shares of the
Company during the next six months following the prior
Independent Directors are appointed as per the Governance
transactions. Directors and designated employees are also
guidelines of the Company, with management expertise
prohibited from taking positions in the derivatives segment
and wide range of experience. The Directors appointed by
of the Company shares. The aforesaid Code is amended
the Board are given induction and orientation with respect
from time to time as per latest regulations and is available
to the Company’s vision, strategic direction, core values,
at the website of the Company in http://www.shriramepc.
including ethics, corporate governance practices, financial
com/pdf/Fair-Codes-for-Insider-Trading-Feb-2019.pdf.
matters and business operations. The new Board members
are also requested to access the necessary documents / During the year no person was denied access to the Audit
brochures, Annual Reports and internal policies available Committee.
at our website www.shriramepc.com to enable them to
Whistle Blower
familiarize with the Company’s procedures and practices.
Your Company has established a mechanism called
Periodic presentations are made by Senior Management,
‘Whistle Blower’ for directors and employees to report to
Statutory and Internal Auditors at the Board/Committee
the appropriate authorities of unethical behaviour, actual
meetings on business and performance updates of the
or suspected, fraud or violation of the Company’s code of
Company, global business environment, business risks
conduct or ethics policy and provides safeguards against
and its mitigation strategy, impact of regulatory changes
victimization of employees who avail the mechanism. The
on strategy etc. Updates on relevant statutory changes
policy permits all the directors and employees to report their
encompassing important laws are regularly intimated to
concerns directly to the Chairman of the Audit Committee of
the Independent directors.
the Company. The policy with the name and address of the
The details of the programme are placed on the website of Chairman of the Audit Committee has been communicated
the Company at http://www.shriramepc.com/Companies- to the employees by uploading the same on the website
Act-and-SEBI-Compliances.aspx of the Company. The employees can directly contact the
Chairman of the Audit Committee on the email address as
Prevention of Insider Trading
mentioned in the `Whistle Blower Policy’ uploaded at the
Code of practices and procedures for fair disclosure website of the Company. The aforesaid Policy is amended
of unpublished price sensitive information and code of from time to time as per latest regulations and is available
conduct to regulate, monitor and report trading by insiders at the website of the Company in http://www.shriramepc.
com/pdf/WHISTLE-BLOWER-AND-VIGIL-MECHANISM-
– The Company has in place the code of practices and
NEW.pdf
procedures for fair disclosure of unpublished price sensitive
information and the code of conduct to regulate, monitor Performance evaluation of Independent Directors:
and report trading by insiders in terms of Regulation 8 and
The Nomination and Remuneration Committee evaluates
9 of SEBI (Prohibition of Insider Trading) Regulations, 2015
the performance of Independent Directors based on their
respectively.
commitment towards attending the meetings of the Board/
Pursuant to the SEBI (Prohibition of Insider Trading) Committees, contribution and attention to the affairs of the
Regulations, 2015 and the guidelines received and adopted Company and their overall performance apart from sitting
by the Company. Code of Conduct for Prevention of fees paid for each Board and committee meetings attended
Insider Trading for prevention of insider trading is in place. by them. The evaluation mechanism of Independent
The objective of the Code is to prevent purchase and / or Directors is detailed below:
sale of shares of the Company by an insider on the basis
Evaluation Process
of unpublished price sensitive information. Under this
Code, Designated persons (Directors, Advisors, Officers In conformity with the requirement of the Act, the
and other concerned employees / persons) are prevented performance evaluation of all the Independent Directors
from dealing in the Company’s shares during the closure shall be done by the entire Board of Directors, excluding
of Trading Window. To deal in securities beyond specified the director being evaluated. Independent Directors are
limit, permission of Compliance Officer is also required. All required to evaluate the performance of non – Independent
the designated employees are also required to disclose Directors and Board as a whole. The Independent Directors
related information periodically as defined in the Code. of the Company shall hold at least one meeting in a

43
year to exercise the functions as mentioned in Act. The and compliance with applicable laws and regulations.
Independent Directors meeting for the current financial year
10. The internal control systems are effective for identifying
2021-22 was held on 30th March 2022.
material risks and reporting material violations of policies
To enable directors to evaluate their individual performance
11. The Board has the desired diversity in terms of
as well as the collective performance of the Board and
expertise and knowledge, gender etc. to discharge its
Chairperson, the Company has developed a framework
responsibilities
for evaluating Board’s effectiveness, directors’ and
Chairperson’s performance. 12. The minutes adequately captures the Board deliberations
and directions and are circulated to the directors well in
CRITERIA
advance for their review
A. Board
13. The management periodically updates the Board on the
1. The Board Meetings are conducted with sufficient action taken on the directions given by the Board.
focus on important matters and views of all directors
(D) Other provisions as to Board and Committees
are considered before taking a decision
The Board comprises of Mr. P D Karandikar, as Non-
2. The Board composition has the right mix of knowledge
Executive Independent Chairman, Mr. T Shivaraman as
and skills required to drive organizational performance
Managing Director & CEO, Mr. Amjat Shariff, Joint Managing
3. Meetings are scheduled with adequate notice and are Director, Mr. S Bapu, Non- Independent Non- Executive
conducted as per defined schedules Director, Mrs. Chandra Ramesh, Mr. K.S. Sripathi as Non-
Executive and Independent Directors and Mr. K P Agarwal*
4. The Board meetings are adequate and directors are
(Nominee Director of Punjab National Bank)
provided opportunity to suggest agenda items for the
Board/Committees, allowing appropriate time for critical * He resigned with effect from 23rd June 2022
issues
During the year 2021-22, 5 (FIVE) meetings of the Board of
5. The Board prioritizes organizational needs Directors were held on 29th June 2021, 13th August 2021,
12th November 2021, 03rd January 2022 and 11th February
6. The Board provides feedback to management
2022.
7. The Board members are aware of their Roles, duties,
The maximum time gap between any two consecutive
responsibilities, liabilities and powers
meetings did not exceed 120 days.
8. The Board materials sufficiently covers the subject
BOARD MEETING ATTENDANCE
and are sent adequately in advance to allow Board to
understand the information None of the Directors on the Board is Member of more than
10 Committees or Chairman of more than 5 Committees
9. The Board is effective in establishing a corporate
across all the companies in which they are Directors.
governance that promotes timely and effective
Necessary disclosures regarding Committee positions in
disclosure, fiscal accountability, high ethical standards
other public companies as on 31 March, 2022 have been

made by the Directors as per LODR Regulations, 2015.

Details of their Directorships and Chairmanship/Membership of Board Committees of the companies showing the position
as on 31 March, 2022 are given below:

Name of Position Relationship Directorships held Name of **Member in Attendance

Director with other as on March 31, the listed Committees at last AGM
Directors 2022 entity and -Position held in held on 28th
in other Indian category of other Indian September,
Public Directorship Public Limited 2021
Limited Companies
Companies
Member Chairman

Mr. P D Non – None 1 1. SEPC 3 1 Yes

Karandikar Executive & Limited – Non-
Independent Executive
Chairman Independent
Director

44
Mr. T. Executive – None 1. Orient Yes
Shivaraman Managing Green Power
Director& CEO 2 Company 0 0
Limited –
Managing
Director &
CEO
2. SEPC
Limited –
Managing
Director &
CEO
Mr. M Amjat Executive – None 1 - 0 0 Yes
Shariff Joint Managing
Director

Mr. S Bapu Non-Executive None 1 1. SEPC 1 0 Yes

& Non - Limited – Non-
Independent Executive
Director N o n -
Independent
Ms. Chandra Non-Executive None 2 1. Orient 2 0 Yes
Ramesh &Independent Green Power
Director Company
Limited – Non-
Executive
Independent
Director
2. SEPC
Limited – Non-
Executive
Independent
Director
Mr. K S Non – None 2 1. Trigyn 2 1 Yes
Sripathi Executive & Technologies
Independent Limited - Non-
Director Executive
Independent
Director
2. SEPC
Limited – Non-
Executive
Independent
Director
Mr. K P N o m i n e e None 1 1. SEPC 0 0 No
Agarwal Director Limited –
N o m i n e e
Director
*Includes Directorship in the Companies incorporated under the Companies Act, 1956 /2013.
**Only membership in Audit Committee and Stakeholders Relationship Committee are considered.

Other Directorships do not include alternate directorships, The Company has received declarations of independence
directorships of private limited companies, Section 8 of as prescribed under Section 149(6) & (7) of the Companies
Companies Act, 2013 / Section 25 of the Companies Act, Act,2013 from Independent Directors. All requisite
1956 and declarations have been placed before the Board.
of companies incorporated outside India. Chairmanships/ No Director of the Company is related to any other Director
Memberships of Board Committees include only Audit and of the Company.
Stakeholders Relationship of public limited companies.

45
Code of Conduct 3. The Chairman of the Audit Committee shall be an
independent director;
The Audit Committee constituted by the Board of Directors
primarily oversees the Company’s financial reporting 4. The Chairman of the Audit Committee shall be present
process and disclosure of its financial information to ensure at Annual General Meeting to answer shareholder
the correctness and adequacy besides the role as per the queries;
Companies Act, 2013 and the Regulations. The Committee
5. The Audit Committee may invite such of the executives,
provides reassurance to the Board on the existence of
as it considers appropriate (and particularly the
effective internal control systems.
head of the finance function) to be present at the
The Company has adopted a Code of Conduct (“the Code”) meetings of the committee, but on occasions it may
for Directors and Senior Management of the Company. The also meet without the presence of any executives of
Code has been circulated to all the members of the Board the company. The finance director, head of internal
and Senior Management and the same is available on the audit and a representative of the statutory auditor may
Company’s website at the link:www.shriramepc.com. be present as invitees for the meetings of the audit
committee;
The Board members and Senior Management personnel
have affirmed their compliance with the code. A declaration 6. The Company Secretary shall act as the secretary to
to this effect signed by the Managing Director & CEO of the the committee.
Company is contained in this Annual Report.
B. Meeting of Audit Committee
3. Board Committees
The Audit Committee should meet at least four times in a
3.1 Audit Committee year and not more than four months shall elapse between
two meetings. The quorum shall be either two members
(A) Qualified and Independent Audit Committee
or one third of the members of the audit committee
The Company complies with Section 177 of the Companies whichever is greater, but there should be a minimum of two
Act, 2013 as well as requirements under the listing regulation independent members present.
18 of the Regulations read with Part C of Schedule II of
C. Powers of Audit Committee
the Regulations. pertaining to the Audit Committee. Its
functioning is as under: The Audit Committee shall have powers, which should
include the following:
(i) The Audit Committee presently consists of the Four
Non- Executive Directors, out of which three are 1. To investigate any activity within its terms of reference.
Independent Directors;
2. To seek information from any employee.
(ii) All members of the Committee are financially literate
3. To obtain outside legal or other professional advice.
and having the requisite financial management
expertise; 4. To secure attendance of outsiders with relevant
expertise, if it considers necessary.
(iii) The Chairman of the Audit Committee is an Independent
Director; D. The role of the Audit Committee

(iv) The Chairman of the Audit Committee was present 1. Oversight of the company’s financial reporting process
at the last Annual General Meeting held on 28 th and the disclosure of its financial information to ensure
September, 2021. that the financial statement is correct, sufficient and
credible;
(B) Terms of reference
2. Recommendation for appointment, remuneration and
The terms of reference of the Audit Committee include
terms of appointment of auditors of the company;
inter-alia:
3. Approval of payment to statutory auditors for any other
A. The regulations governing the committee are:
services rendered by the statutory auditors;
1. The audit committee shall have minimum three
4. Reviewing, with the management, the annual financial
directors as members. Two-thirds of the members of
statements and auditor's report thereon before
audit committee shall be independent directors.
submission to the board for approval, with particular
2. All members of audit committee shall be financially reference to:
literate and at least one member shall have accounting
○ Matters required to be included in the Director’s
or related financial management expertise.
Responsibility Statement to be included in the

46
 Board’s report in terms of clause (c) of sub- 15. Reviewing the findings of any internal investigations
section 3 of section 134 of the Companies Act, by the internal auditors into matters where there is
2013 suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the
○ Changes, if any, in accounting policies and
matter to the board;
practices and reasons for the same
○ Major accounting entries involving estimates 16. Discussion with statutory auditors before the audit
based on the exercise of judgment by management commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of
○ Significant adjustments made in the financial concern;
statements arising out of audit findings
17. To look into the reasons for substantial defaults in
○ Compliance with listing and other legal
the payment to the depositors, debenture holders,
requirements relating to financial statements
shareholders (in case of non-payment of declared
○ Disclosure of any related party transactions dividends) and creditors;
○ Qualifications in the draft audit report 18. Risk Management- To evaluate the Risk Management
5. Reviewing, withthemanagement, thequarterly financial System including Risk Policy, Risk Process (Risk
statements before submission to the board for Identification, Assessment, Mitigation and Monitoring)
approval; and Risk Registers, laid down by the management;

6. Reviewing, with the management, the statement of 19. To review the functioning of the Whistle Blower
uses / application of funds raised through an issue mechanism;
(public issue, rights issue, preferential issue, etc.),
the statement of funds utilized for purposes other 20. Approval of appointment of CFO (i.e., the whole-
than those stated in the offer document / prospectus time Finance Director or any other person heading
/ notice and the report submitted by the monitoring the finance function or discharging that function)
agency monitoring the utilisation of proceeds after assessing the qualifications, experience and
of a public or rights issue, and making appropriate background, etc. of the candidate;
recommendations to the Board to take up steps in
21. Carrying out any other function as is mentioned in the
this matter;
terms of reference of the Audit Committee.
7. Review and monitor the auditor’s independence and
Composition, names of Members and Chairperson, its
performance, and effectiveness of audit process;
meetings and attendance:
8. Approval or any subsequent modification of
The composition of the Committee is Mr. P D Karandikar,
transactions of the company with related parties;
Chairman, Mr. K S Sripathi, Mr. S Bapu, and Ms. Chandra
9. Scrutiny of inter-corporate loans and investments; Ramesh as members of the Committee.
10. Valuation of undertakings or assets of the company, During the year 2021-22, 5 (FIVE) meetings of the Audit
Committee were held on 29th June 2021, 13th August 2021,
11. Evaluation of internal financial controls and risk
12th November 2021, 03rd January 2022 and 11th February
management systems;
2022.
12. Reviewing, with the management, performance of
2 members are IAS (Retd) and the other 2 are financially
statutory and internal auditors, adequacy of the
literate- Mr. S Bapu- with over 5 decades of experience in
internal control systems;
senior positions including Chief Commissioner of Income
13. Reviewing the adequacy of internal audit function, Tax, Member Administrative Tribunal etc., in Government,
if any, including the structure of the internal audit Public and Private Sectors and Ms. Chandra Ramesh is
department, staffing and seniority of the official an FCA, ACS, AICWA, PGDM (IIM-A) and LICENTIATE IN
heading the department, reporting structure coverage INSURANCE with over 36 years’ experience.
and frequency of internal audit;
The composition of the Audit Committee, had not been
14. Discussion with internal auditors of any significant reconstituted during the year and number of meetings
findings and follow up there on; attended by the Members during the year are given below:

47
 No. of No. of The composition of the Nomination and Remuneration
Members Meetings Meetings Committee and number of meetings attended by the
held Attended Members during the year are given below:
Mr. P D Karandikar – 5 5 Members No. of No. of
Chairman Meetings Meetings
Mr. S Bapu – Member 5 5 held Attended
Ms. Chandra Ramesh – 3 3
Ms. Chandra Ramesh – 5 5
Chairman
Member
Mr. P D Karandikar – 3 3
Mr. K S Sripathi – Member 5 4 Member
Mr. K S Sripathi – 3 3
Mr. K Suresh, Company Secretary was the Secretary of the
Member
Audit Committee. However, Mr. K Suresh has resigned as
Company Secretary & Compliance officer from the closing (D) Remuneration policy
hours of 4th June 2021 and Mr. T Sriraman was appointed The Remuneration policy of your Company is a
as the Company Secretary at the Board meeting held on comprehensive policy which is competitive, in consonance
11th February 2022. with the industry practices and rewards good performance of
Nomination and Remuneration Committee the employees of the Company. The policy ensures equality,
fairness and consistency in rewarding the employees on
(A) Constitution the basis of performance against set objectives.
The Nomination and Remuneration Committee of the Board The Company endeavours to attract, retain, develop and
has been constituted as per the requirements of Section motivate a high performance workforce. The Company
178 of the Companies Act, 2013 and Regulation19 of the follows a compensation mix of fixed and variable pay.
Listing Regulations. Individual performance pay is determined by business
The Nomination and Remuneration Committee has not been performance and the performance of the individuals
reconstituted during the year and now comprises of Ms. measured through the annual appraisal process.
Chandra Ramesh – Chairman, Mr. P D Karandikar and Mr. (E) Remuneration to Managing Director & CEO and Joint
K S Sripathi, as members of the Committee. Managing Director
(B) Terms of reference (a) Mr. T Shivaraman is the Managing Director & Chief
Terms of reference of the Nomination and Remuneration Executive Officer (MD & CEO) of the Company.
Committee include: The salary, benefits and perquisites paid to Mr. T
1. Formulation of the criteria for determining qualifications, Shivaraman, MD & CEO during the year 2021-22 was Rs.
positive attributes and independence of a director 60.40 Lakh.
and recommend to the Board a policy, relating to
Details of Remuneration to MD & CEO Amount
the remuneration of the directors, key managerial (Rs / Lakh)
personnel and other employees; Salary 60.40
2. Formulation of criteria for evaluation of Independent Allowances and Perquisites --
Directors and the Board; Number of Shares held 286685

3. Devising a policy on Board diversity; and (b) Mr. M Amjat Shariff, Joint Managing Director (JMD)
of the Company. The salary, benefits and perquisites
Identifying person who may be appointed in senior
paid to Mr. Mr. M Amjat Shariff, JMD during the year
management in accordance with the criteria laid down, and
2021-22 was Rs. 60.15 Lakhs.
recommend to the Board their appointment and removal.
The company shall disclose the remuneration policy and Details of Remuneration to Amount
the evaluation criteria in its Annual Report. MD & CEO (Rs / Lakh)
Meetings and attendance during the year: During theyear, Salary 60.15
three meetings of Nomination and Remuneration Committee Allowances and Perquisites --
were held on 13th August 2021, 12th November 2021 and Number of Shares held 282984
11th February, 2022.

48
PARTICULARS OF REMUNERATION (c) the median remuneration of employees in the financial
year 2021-22 was Rs.490690 compared to Rs. 431360
The information required under Section 197 of the Act and
for 2020 - 21.
the Rules made there-under, in respect of employees of the
Company, is follows: - (d) the number of permanent employees on the rolls of
company: 277
(a) the ratio of the remuneration of each director to
the median remuneration of the employees of the (e) the explanation on the relationship between average
company for the financial year; increase in remuneration and company performance;
Non-Executive DirectorsRatio to Median Remuneration The remuneration is in line with the market trends. In
order to ensure that remuneration reflects company
Mr. P D Karandikar 0.41
performance, the performance pay is linked to
Mr. S Bapu 0.37
organization performance.
Ms. Chandra Ramesh 0.47
(f) Comparison of the remuneration of the Key Managerial
Mr. K P Agarwal -
Personnel against the performance of the company;
Mr. K S Sripathi 0.43
Executive Directors - Particulars Rs. in lac
Mr. T Shivaraman 14.01
Remuneration of Key Managerial 178.72
Mr. Amjat Shariff 13.96 Personnel (KMP) during financial
year 2021-22 (aggregated)
(b) the percentage increase in remuneration of each Director,
Chief Executive Officer, Chief Financial Officer, Company Revenue from operations 30,278.64
Secretary or Manager, if any, in the financial year; Remuneration (as % of revenue) 0.59%
Name of person % increase to remuneration Profits before tax (PBT) (20,623.02)
Mr. P D Karandikar NIL Remuneration (as % of PBT) (0.87%)
Mr. S Bapu NIL
(F) Remuneration to Non-Executive Directors
Ms. Chandra Ramesh NIL
Mr. K P Agarwal NIL Remuneration by way of Sitting Fees is paid to
Mr. K S Sripathi NIL Directors at Rs.15, 000/- for attending each Meeting
of the Board and Rs. 10,000/- for attending each
Mr.T Shivaraman, MD & CEO NIL
Committee Meetings i.e. for Audit Committee,
Mr. Amjat Shariff, JMD NIL
Stake holder’s relationship committee, Nomination
Mr. R Chandrasekharan, CFO 25% & Remuneration Committee, Risk Management
Mr. K Suresh, VP & Company Committee, Borrowing Committee and Investment
Secretary* NIL
Committee.
Mr. T Sriraman, Company
Secretary & Compliance Officer** 25% Payment of sitting fee to the Non-Executive Directors for
the year ended 31 March, 2022 are as under:
*Resigned w.e.f. the closure of the day - 04/06/2021.

** Joined w.e.f. 11th February 2022.

Audit Nomination & Risk

Board Stakeholders
Committee remuneration Management
meeting relationship
Name of the Director meeting Committee committee
(net of TDS) committee
(net of TDS) (net of TDS) (net of TDS)
Rs (net of TDS) Rs
Rs Rs Rs
Mr. P D Karandikar 67,500 45,000 36,000 27,000 --
Mr. S Bapu 67,500 45,000 -- -- 18,000
Ms. Chandra Ramesh 67,500 45,000 36,000 27,000 18,000
Mr. K S Sripathi 54,000 36,000 36,000 27,000 --
Mr. K P Agarwal -- -- -- -- --
(i) None of the Non-Executive Directors except for Ms.Chandra Ramesh (20,000 Equity Shares) hold any shares of the
Company.

49
(ii) There has been no pecuniary relationship or transactions other than above of the Non-Executive Directors vis-à-vis
the Company during the year under review.
Given below is the list of skills, expertise, competencies of the Individual Directors on the board

Skills/expertise/competencies

Name of the Director Strategy, Governance,

Information Public
planning & policy risk & Financial Infrastructure
technology policy
development Compliance

P D Karandikar √ √ √ √ √ √
T Shivaraman √ √ √ √ √ √
M Amjat Shariff √ √ √ √ √ √
S Bapu √ √ √ √ √ -
Chandra Ramesh √ √ √ √ √ -
K S Sripathi √ √ √ √ √ √
Kalika Prasad Agarwal √ √ - √ √ -

Note: Each Director may possess varied combinations within the prescribed set of parameters and it is not necessary that
all Directors possess all skills/ expertise listed therein

3.3 Stakeholders Relationship Committee

(A) Composition, Members, its meetings and attendance (B) Name and Designation of the Compliance Officer
Stakeholders Relationship Committee comprises of Mr. K Mr K Suresh, Vice President & Company Secretary had
S Sripathi as Chairman with Mr. P D Karandikar and Ms. been designated as Compliance Officer of the Company.
Chandra Ramesh as members of the Committee. However, Mr. K Suresh has resigned as Company Secretary
The number of meetings attended by the Members during & Compliance officer effective 4th June, 2021. Mr. R S
the year are given below: Chandrasekaran, CFO has also been made as the Interim
Compliance officer (not a member of the ICSI) till such time
No. of No. of new Company Secretary is appointed and Mr. T Sriraman,
Members Meetings Meetings was appointed as the Company Secretary and Compliance
held Attended
Officer w.e.f. 11th February 2022 (Who is a qualified member
Mr. K S Sripathi – 4 4
Chairman of the ICSI). They may be contacted at:
Mr. P D Karandikar- 4 4 SEPC Limited
Member
10/1, Bascon Futura, 4th Floor,
Ms.Chandra Ramesh- 4 4
Member Venkatnarayana Road,
The Committee is set up to monitor the process of share T. Nagar, Chennai – 600 017. Ph.044-4900 5555India
transfer, issue of fresh Share Certificates as well as review Email: tsr@shriramepc.com OR info@shriramepc.com
of Redressal of investors/shareholders grievances. The Website: www.shriramepc.com
Committee would also recommend measures for overall
improvement of the quality of Investor services. In addition to the above e-mail of the Compliance Officer,
the Investors/Shareholders can also lodge their complaints,
During the year, 4 meetings of the Stakeholders Relationship if any, at info@shriramepc.com. A link has been provided to
Committee were held on the Shareholders to register their grievances to company’s
29th June 2021, 13th August 2021, 12thNovember 2021 and website www.shriramepc.com.
11thFebruary 2022.

50
(C) C
 omplaints received and redressed during the year 4. Subsidiary Company
2021-22
(i) The Company does not have any Indian Subsidiary
Received Resolved Company.
Opening Closing
during the during the (ii) The financial statements of the unlisted foreign
Balance Balance
year 2021-22 year 21-22
Subsidiary Company is being placed before the Board.
0 - - 0
5. Disclosures
Pursuant to Regulation 40(9& (10) of the regulations, a (A) Basis of related party transactions
certificate on yearly basis confirming due compliance of
share transfer formalities by the Company from Practising (i) The statements containing the transactions with
Company Secretary has been submitted to the Stock related parties were submitted periodically to the Audit
Exchanges within stipulated time. Committee.

3.4 Risk Management Committee (ii) There are no related party transactions that may have
potential conflict with the interest of the Company at
(A) Composition, Members, its meetings and attendance large.
Risk Management Committee comprises of (iii) There were no material individual transactions with
Mr. T. Shivaraman as Chairman with Mr. M. Amjat Shariff, related parties during the year, which were not in the
Mr. S Bapu and Ms. Chandra Ramesh as members of the normal course of business as well as not on an arm’s
Committee. length basis.
The number of meetings attended by the Members during The Company’s Policy on Related Party Transactions
the year are given below: is available at http://www.shriramepc.com/pdf/Policy-
Members No. of No. of on-Related-Party-Transcations.pdf
Meetings Meetings The Company’s Policy on Material Subsidiaries is
held Attended
available at http://www.shriramepc.com/pdf/Policy-
Mr. T Shivaraman - 2 2
Chairman on-Material-Subsidiaries-01-04-2019.pdf
Mr. M Amjat Shariff - 2 2 (iv) There is no non-compliance by the Company and
Member no penalties, strictures imposed on the Company by
Mr. S Bapu- Member 2 2 Stock Exchange or SEBI or any statutory authority, on
Ms. Chandra Ramesh- 2 2 any matter related to capital market, during the last
Member
three years.
The Risk Management Committee is constituted in
(B) Disclosure of Accounting Treatment
accordance with Regulation 21 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure The financial statements of the Company have been
Requirements) Regulations, 2015. The Committee Chaired prepared in accordance with the Generally Accepted
by MD & CEO reviews the risk trend, exposure and potential Accounting Principles in India (Indian GAAP) to comply
impact analysis carried out by the management. It ensures with the Accounting Standards specified under Section133
that mitigation plans are finalised and made up to date, of the Companies Act, 2013, read with Rule 7 of the
owners are identified and the progress of mitigation actions Companies (Accounts) Rules,2014 and the relevant
are monitored. The Risk Management Committee shall meet provisions of the Companies Act, 2013("the 2013 Act")/
periodically, as it deems fit. CompaniesAct,1956("the 1956 Act"), as applicable. The
financial statements have been prepared on accrual basis
During the year, 2 meetings of the Risk Management
under the historical cost convention. The accounting policies
Committee were held on
adopted in the preparation of the financial statements are
13th August 2021, and 11thFebruary 2022. consistent with those followed in the previous year.
3.5 Independent Directors Meeting (C) Board Disclosures - Risk Management
Independent Directors are regularly updated on performance The Risk Management is overseen by the Audit Committee
of each line of business of the Company, strategy going of the Company on a continuous basis. The Committee
forward and new initiatives being taken/ proposed to be oversees Company’s process and policies for determining
taken by the Company. The Independent Directors meeting risk tolerance and review management’s measurement and
was held on 30-03-2022 in the year 2022. comparison of overall risk tolerance to established levels.

51
Major risks identified by the businesses and functions (G) Shareholders
are systematically addressed through mitigating actions
(i) The quarterly results are put on the Company’s
on a continuous basis. For details, please refer to the
websitewww.shriramepc.com under the Disclosure
Management Discussion and Analysis report which form
Requirements Section.
part of the Board Report. The Company has laid down
procedures to inform the Board of Directors about the Risk (ii) The Company has also sent Annual Report through
Management and its minimization procedures. The Audit email to those Shareholders who have registered their
Committee and Board of Directors review these procedures email ids with Depositary Participant.
periodically.
(iii) As per Section 152 (6) of the Companies Act, 2013,
(D) Details of utilization of Proceeds from public issues, out of the total number of Directors, 2/3rd of the
right issues, preferential issues etc. Directors are liable to retire by rotation. Independent
Directors are not liable to retire by rotation. Out of
NIL
the Non-Independent Directors who are liable to
(E) PRACTISING COMPANY SECRETARY’S CERTIFICATE retire by rotation, 1/3rd shall retire at every Annual
ON THE DIRECTOR’S DISQUALIFICATION General Meeting. Accordingly Mr. S Bapu is seeking
re-appointment.
A certificate from Mr. Rajiblochan Sarangi, PCS confirming
that none of the Company’s Directors have been debarred 6. CEO and CFO Certification
or disqualified from being appointed or continuing as
The Managing Director & CEO and CFO of the Company
Directors of the Company by the Securities and Exchange
give quarterly/annual certification on financial reporting and
Board of India / Ministry of Corporate Affairs or any such
internal controls to the Board in terms of Regulation 17(8)
statutory authority is enclosed.
read with Part B of Schedule II of the Listing Regulations.
Details of loans and advances in the nature of loans to firms/
7. Compliance on Corporate Governance
companies in which the Directors are interested
The quarterly compliance report has been submitted to the
During the year under review, the Company had not
Stock Exchanges where the Company’s equity shares are
granted any loans/advances in the nature of loans to firms/
listed in the requisite format duly signed by the Compliance
companies in which Directors are interested.
Officer. Pursuant to Schedule V of the LODR Regulations,
(F) Management Discussion and Analysis Report 2015, the Practising Company Secretary’s Certificate
incompliance on conditions of Corporate Governance is
The Management Discussion and Analysis Report have
annexed to this Report.
been included separately in the Annual Report to the
Shareholders.
8. General Body Meetings
(A) Location and time of General Meetings held in the last 3 years:
SPECIAL RESOLUTIONS
Year Date Time Venue
PASSED, IF ANY
2018-19 18.09.2019 10.00 AM SRI KRISHNA GANA SABHA,
DR.NALLIGANAVIHAR,
20, MAHARAJAPURAM SANTHANAM ROAD,
T.NAGAR, CHENNAI – 600 017
2019-20 23.09.2020 10.00 AM Audio/video means
2020-21 28.09.2021 10.00 AM Audio/video means Re-appointment of
Mr. T Shivaraman as Managing
Director
& CEO
Re-appointment of Mr. M Amjat
Shariff as Joint
Managing Director

52
(B) Special Resolution passed through postal Ballot- Deemed general meetings:
Year Date of Section Particulars
meeting
2018-19 12-11-2018 Regulation17(1A)of the Securities Ratification of the appointment of Mr. S Bapu –
and Exchange Board of India (LODR) Director
Regulations, 2015

Section 14 Approval for Alteration of Articles of Association

2019-20 NO POSTAL BALLOT
2020-21 11-01-2021 Section 4 read with Sec- tion13of the Change of name and Amendment to the
Companies Act, 2013and other applicable Memorandum &Articles Of Association of the
provisions of the Companies Act, 2013if Company
any
2020-21 19-03-2021 Section 42, Section 62 and all other Issue of equity shares of the Company to
applicable provisions, if any, of the MARKABCAPITAL LIMITED, on preferential basis
Companies Act, 2013 (the Act) and pursuant to the Resolution Plan
enactment of face value of Rs.10 each (the
Equity Shares)
Section 13, Section 61 and other Increase of Authorised Share Capital of the
applicable provisions, ifany, of the Company from Rs.1050 Cr. To Rs. 1400 Cr.
Companies Act,2013,

EVOTING DETAILS OF POSTAL BALLOT HELD DURING THE YEAR 2021-22

SPECIAL RESOLUTIONS
Meeting Date: 05-02-2022
1 Issue of equity shares of the company to Mark AB Capital Investment LLC, and/or its subsidiaries/associates on
preferential basis pursuant to the resolution plan.

Particulars No. of Members cast No. of shares % on Total Shares (Votes) Received
their votes by E-voting (E-Voting
Assent 64 330545780 99.9997
Dissent 09 209 0.0003
Total 330545989 100.00

2. Approval for issue of Compulsory Convertible Debentures (CCD) in lieu of existing debt with yield and convertible into
equity at future date as per Resolution Plan:

Particulars No. of Members cast No. of shares % on Total Shares (Votes) Received
their votes by E-voting (E-Voting
Assent 64 330544280 99.9983
Dissent 10 1709 0.0017
Total 330545989 100.00

3. Approval for issue of Non-Convertible Debentures (NCD) in lieu of existing debt with yield and redemption as per
Resolution Plan.

Particulars No. of Members cast No. of shares % on Total Shares (Votes) Received
their votes by E-voting (E-Voting
Assent 64 330544280 99.9983
Dissent 10 1709 0.0017
Total 330545989 100.00

53
Procedure for Postal Ballot:
The postal ballot was conducted in accordance with the provisions contained in Section 110 and other applicable provisions,
if any, of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and in
terms of the General Circular No. 33/2020 dated September 28, 2020 read with General Circular No.14/2020 dated
8th April, 2020 General Circular No. 17/2020 dated April 13, 2020, and General Circular No. 39/2020 dated December
31, 2020, (the “MCA Circulars”), in view of the current extraordinary circumstances due to COVID-19 pandemic requiring
social distancing, the Notice of Postal Ballot was sent in electronic mode only to all those shareholders who had registered
their e-mail addresses with the Company or Depository Participant / Depository / Cameo Corporate Services Ltd, the
Company’s Registrar & Transfer Agent (hereinafter referred as “RTA”). Further, the shareholders were provided the option
to vote only through remote e-voting and voting through physical ballot papers was not provided as per the guidelines
issued by the MCA vide MCA Circulars.
The Company fixes a cut-off date to reckon paid-up value of equity shares registered in the name of shareholders for the
purpose of voting. Shareholders may cast their votes through e-voting during the voting period fixed for this purpose. After
completion of scrutiny of votes, the scrutinizer submits his report to the Chairman or person duly authorised by the Chairman
and the results of voting by postal ballot are announced by the Chairman or Person duly authorized within 2 working days
of conclusion of the voting period. The results are also displayed on the website of the Company (www.shriramepc. com),
besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agents.
The resolutions, if passed by the requisite majority are deemed to have been passed on the last date specified for e-voting.
Mr. Rajib Lochan Sarangi of RLS Associates was the Scrutiniser to the Postal Ballot.
9. Means of Communication
The Company’s website is a comprehensive reference on the management, vision, mission, policies, corporate governance,
corporate sustainability, investor relations, updates and news. The section on Investors serves to inform the shareholders,
by giving complete financial details, Shareholding Patterns, to comply with MCA Guidelines. The website covers all major
press reports, releases, etc.
The Company regularly interacts with the shareholders through the multiple channels of communication such as publication
of results, Annual Report, press releases, Analysts Call after the Board Meeting, if any and the Company’s website. The
Company also informs the Stock Exchanges in a prompt manner, all price sensitive information and all such other matters
which in its opinion, are material and relevant for the shareholders.

Quarterly report sent to each household of The results of the Company are published in the newspapers
Shareholders
Quarterly results and in which newspaper normally Results are published in Business Line, The Financial Express(all
published in. editions) and in Maalai Thamizhagam
Any website where displayed Yes, the results are displayed on the Company’s website www.
shriramepc.com

Whether it also displays official news releases Yes

Whether the website displays the presentation made to the Yes
institutional investors and to the analysts

Annual General Meeting:

(i) Date, time : 19th September 2022 at 03.00 PM by video conferencing
(ii) Financial Year: 1st April, 2021 to 31st March, 2022
(iii) Listing

54
The Stock Exchanges on which the Company’s shares B. National Stock Exchange of India Limited
are listed:
Month High Price Low Price No.of Shares

a. BSE Limited – Apr-21 4 3.9 309304

May-21 5.45 5.05 1965407

Phiroze Jeejeebhoy Towers, Jun-21 5 4.75 1129166

Dalal Street,
Jul-21 5.2 4.95 2131295
Mumbai 400 001
Aug-21 4.75 4.7 314917

Sep-21 6.05 5.85 2727364

b. National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Bandra-Kurla Complex, Oct-21 6.95 6.4 1352139

Mumbai 400051 Nov-21 6.75 6.35 537218

(v) Stock Code Dec-21 11 10.6 7174978

BSE Limited:532945
Jan-22 10.1 9.7 2005039
National Stock Exchange of India Limited: SEPC
Feb-22 8.25 7.25 1605818
The ISIN of the Company for its shares: ISIN INE-964H01014
Mar-22 7.95 7.45 765679
(vi) Market price information
High and Low during each month from 01 April, 2021 to (vii) Registrars and Share Transfer Agents
31 March, 2022: The Stakeholders’ Relationship Committee approve, inter
A. BSE Limited alia, transfer of shares, transmission of shares etc., in
physical form and also ratify the confirmations made to
Month High Price Low Price No.of Shares the demat requests and redress complaints from investors
received by the Company. The entire process including
Apr-21 4.25 3.8 623289
dispatch of share certificates to the shareholders, were
May-21 7 3.86 8520404 completed within the time stipulated under the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
Jun-21 5.15 4.24 8311609
2015. The Members are requested to correspond to the
Jul-21 5.73 4.7 12879577 Company’s Registrars & Share Transfer Agents –
Aug-21 6.05 4.25 11915202 Cameo Corporate Services Limited

Sep-21 6.12 4.58 10967806 Subramanian Building, V Floor No. 1, Club House Road
Chennai 600 002, India
Oct-21 8.61 5.81 14945029
Tel: (91 44) 2846 0390
Nov-21 7.31 6.09 3736472
Fax: (91 44) 2846 0129
Dec-21 11.11 6.49 25013513
Email: shriramepc@cameoindia.com Website: www.
Jan-22 12.42 8.7 25337412
cameoindia.com
Feb-22 10.06 7.09 6150719
Contact Person: Mr. R.D. Ramasamy
Mar-22 8.52 7.33 3890736
SEBI Registration Number: INR000003753

55
A. Shareholding Summary

EPC LIMITED
SHAREHOLDING SUMMARY AS ON 31-March-2022
NO.OF TOTAL % OF
CATEGORY HOLDERS POSITIONS HOLDINGS
PHYSICAL 126 1261 0.000129
NSDL 17134 854471738 87.951231
CDSL 42296 117056019 12.048638
TOTAL 59556 971529018 100

B. DISTRIBUTION OF HOLDINGS AS ON 31.3.2022

SEPC LIMITED
DISTRIBUTION OF HOLDINGS - NSDL & CDSL & PHYSICAL RECORD DATE : 31-March-2022
Category (Amount) No. of Cases % of Cases Total Shares Amount % of Amount
1- 5000 40564 68.1106 5837095 58370950 0.6008
5001 - 10000 7718 12.9592 6774758 67747580 0.6973
10001- 20000 4476 7.5156 7224364 72243640 0.7436
20001- 30000 1881 3.1583 4958464 49584640 0.5103
30001- 40000 791 1.3281 2903792 29037920 0.2988
40001- 50000 1143 1.9192 5545127 55451270 0.5707
50001- 100000 1498 2.5152 12090747 120907470 1.2445
100001 - And Above 1485 2.4934 926194671 9261946710 95.3337
Total : 59556 100 971529018 9715290180 100

SEPC LIMITED

DISTRIBUTION OF HOLDINGS - NSDL & CDSL & PHYSICAL RECORD DATE : 31-March-2022
Category (Amount) No. of Cases % of Cases Total Shares Amount % of Amount
1- 5000 40564 68.1106 5837095 58370950 0.6008
5001 - 10000 7718 12.9592 6774758 67747580 0.6973
10001- 20000 4476 7.5156 7224364 72243640 0.7436
20001- 30000 1881 3.1583 4958464 49584640 0.5103
30001- 40000 791 1.3281 2903792 29037920 0.2988
40001- 50000 1143 1.9192 5545127 55451270 0.5707
50001- 100000 1498 2.5152 12090747 120907470 1.2445
100001 - And Above 1485 2.4934 926194671 9261946710 95.3337
Total : 59556 100 971529018 9715290180 100

56
((c) Capital of the Company as at 31-03-2022 SEBI vide its notification dated June 8, 2018 and vide
its press release dated December 3, 2018, amended
The authorized and paid-up capital of your Company is
Regulation 40 of the SEBI LODR and has mandated that the
Rs.1400 crores and Rs.971.53 crores respectively.
transfer of securities would be carried out in dematerialised
The Company’s shares can be traded only in dematerialised form only w.e.f. April 1, 2019.
form as per SEBI notification. The Company has entered into
Further, SEBI vide its press release dated March 27, 2019
an Agreement with NSDL and CDSL whereby shareholders
clarified that the transfer deeds lodged prior to deadline
have the option to dematerialise their shares with either of
and returned due to deficiency in the document may be re-
the depositories. Equity shares are traded in BSE and NSE.
lodged for transfer even after the deadline of April 1, 2019.
(vii) Plant locations Further, SEBI vide its circular dated September 7, 2020,
The Company is not a manufacturing unit and thus not notified March 31, 2021 as the cut-off date for receiving
having any manufacturing Plant. re-lodged transfer deeds by the Company. In addition, the
shares that were being re-lodged for transfer (including
(vii) FINANCIAL CALENDAR (TENTATIVE) those request that are pending with the Company/RTA) be
Financial year 1 April 2022 to 31 March 2023 issued only in demat mode.

First quarter results (xi) Dematerialisation of shares and liquidity:

Aug-22
The total number of shares dematerialised as on March 31,
Half-yearly results 2022 is 971527757 representing 99.99% of paid up equity
Nov-22 share capital. Trading in Equity Shares of the Company is
permitted only in dematerialised form, w.e.f. February 15,
Third quarter results
1999 as per the notification issued by the SEBI.
Feb-23
11. Reconciliation of Share Capital
Annual results
May-23 As stipulated by SEBI, a qualified Practising Company
23 Annual General Meeting
rd Secretary carries out audit of Reconciliation of Share
August / September 2023 Capital to reconcile the total admitted, issued and listed
capital with National Securities Depository Limited (NSDL)
(ix) Address for correspondence and Central Depository Services (India)Limited (CDSL) and
SEPC Limited Stock Exchanges.

10/1, Bascon Futura, 4th Floor, Venkatnarayana Road, There were no complaints filed during the Financial Year
2021-22 under Sexual Harassment of Women at Workplace
T. Nagar, Chennai – 600 017. Ph.044-4900 5555
(Prevention, Prohibition And Redressal) Act, 2013
Email: info@shriramepc.com
No Funds were raised through preferential allotment or QIP
Website: www.shriramepc.com as specified under Regulation 32 (7A)
(x) Share Transfer System: The Credit rating for proposed fund based working capital
limits is D. During the year there is no change in the Credit
Activities relating to Share Transfers are carried out by
rating obtained.
M/s. Cameo Corporate Services Limited, who is the
Registrar and Transfer Agents of the Company and who There are no recommendations of committees of the Board
has arrangements with the Depositories viz. National which is mandatorily required and which has not been
Securities Depository Limited and Central Depository accepted by the Board.
Services (India) Limited. The Transfers are approved by the
Total fees paid to the Statutory Auditors for all the services in
Share Transfer Committee. If the documents are correct
and valid in all respects, share transfers are registered and connection with the audit of the Company is Rs. 23.63 lacs.
Share Certificates are dispatched within stipulated period There are no Indian subsidiary companies
from the date of receipt.

57
12. Details of mandatory requirement of SEBI (LODR) Regulations, 2015
I. Disclosure on website in terms of Listing Regulations
Compliance status (Yes/
Sr Item Web address
No/NA)
1 Details of business Yes www.shriramepc.com
Terms and conditions of appointment of in-
2 Yes www.shriramepc.com
dependent directors
Composition of various committees of
3 Yes www.shriramepc.com
board of directors
Code of conduct of board of directors and
4 Yes www.shriramepc.com
senior management personnel
Details of establishment of vigil mecha-
5 Yes www.shriramepc.com
nism/ Whistle Blower policy
Criteria of making payments to non-execu-
6 Yes www.shriramepc.com
tive directors
Policy on dealing with related party trans-
7 Yes www.shriramepc.com
actions
Policy for determining ‘material’ subsidiar-
8 Yes www.shriramepc.com
ies
Details of familiarization programmes im-
9 Yes www.shriramepc.com
parted to independent directors
Contact information of the designated offi-
cials of the listed entity who are responsible
0 Yes www.shriramepc.com
for assisting and handling investor griev-
ances
email address for grievance redressal and
11 Yes www.shriramepc.com
other relevant details
12 Financial results Yes www.shriramepc.com
13 Shareholding pattern Yes www.shriramepc.com
Details of agreements entered into with the
14 NA
media companies and/or their associates
Schedule of analyst or institutional investor
meet and presentations made by the listed
15 entity to analysts or institutional investors NA
simultaneously with submission to stock
exchange
New name and the old name of the listed
16 Yes www.shriramepc.com
entity
17 Advertisements as per regulation 47 (1) Yes www.shriramepc.com
Credit rating or revision in credit rating ob-
18 Yes www.shriramepc.com
tained
Separate audited financial statements of
19 each subsidiary of the listed entity in re- Yes www.shriramepc.com
spect of a relevant financial year
Whether company has provided informa-
20 tion under separate section on its website Yes www.shriramepc.com
as per Regulation 46(2)

58
I. Disclosure on website in terms of Listing Regulations
Compliance status (Yes/
Sr Item Web address
No/NA)
21 Materiality Policy as per Regulation 30 Yes www.shriramepc.com
Dividend Distribution policy as per Regula-
22 Yes www.shriramepc.com
tion 43A (as applicable)
It is certified that these contents on the
23 Yes www.shriramep
website of the listed entity are correct

II. Annual Affirmations

Compliance status
Sr Particulars Regulation Number
(Yes/No/NA)

1 Independent director(s) have been

appointed in terms of specified criteria of 16(1)(b) & 25(6) Yes
‘independence’ and/or ‘eligibility’

2 Board composition 17(1), 17(1A) & 17(1B) Yes

3 Meeting of Board of directors 17(2) Yes

4 Quorum of Board meeting 17(2A) Yes

5 Review of Compliance Reports 17(3) Yes

6 Plans for orderly succession for appointments 17(4) Yes

7 Code of Conduct 17(5) Yes

8 Fees/compensation 17(6) Yes

9 Minimum Information 17(7) Yes

10 Compliance Certificate 17(8) Yes

11 Risk Assessment & Management 17(9) Yes

12 Performance Evaluation of Independent

17(10) Yes
Directors

59
 Compliance status
Sr Particulars Regulation Number
(Yes/No/NA)

13 Recommendation of Board 17(11) Yes

14 Maximum number of Directorships 17A Yes

15 Composition of Audit Committee 18(1) Yes

16 Meeting of Audit Committee 18(2) Yes

17 Composition of nomination & remuneration

19(1) & (2) Yes
committee

18 Quorum of Nomination and Remuneration

19(2A) Yes
Committee meeting

19 Meeting of Nomination and Remuneration

19(3A) Yes
Committee

20 Composition of Stakeholder Relationship

20(1), 20(2) & 20(2A) Yes
Committee

21 Meeting of Stakeholders Relationship

20(3A) Yes
Committee

22 Composition and role of risk management

21(1),(2),(3),(4) Yes
committee

23 Meeting of Risk Management Committee 21(3A) Yes

24 Vigil Mechanism 22 Yes

25 Policy for related party Transaction 23(1),(1A),(5),(6),(7) & (8) Yes

26 Prior or Omnibus approval of Audit

23(2), (3) Yes
Committee for all related party transactions

27 Approval for material related party

23(4) Yes
transactions

28 Disclosure of related party transactions on

23(9) Yes
consolidated basis

60
 Compliance status
Sr Particulars Regulation Number
(Yes/No/NA)

29 Composition of Board of Directors of unlisted

24(1) Yes
material Subsidiary

30 Other Corporate Governance requirements

24(2),(3),(4),(5) & (6) Yes
with respect to subsidiary of listed entity

31 Annual Secretarial Compliance Report 24(A) Yes

32 Alternate Director to Independent Director 25(1) Yes

33 Maximum Tenure 25(2) Yes

34 Meeting of independent directors 25(3) & (4) Yes

35 Familiarization of independent directors 25(7) Yes

36 Declaration from Independent Director 25(8) & (9) Yes

37 D & O Insurance for Independent Directors 25(10) Yes

38 Memberships in Committees 26(1) Yes

39 Affirmation with compliance to code of

conduct from members of Board of Directors 26(3) Yes
and Senior management personnel

40 Disclosure of Shareholding by Non-Executive

26(4) Yes
Directors

41 Policy with respect to Obligations of directors

26(2) & 26(5) Yes
and senior management

Any other information to be provided - Add

Notes

61
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
Corporate Identification No : L74210TN2000PLC045167
To,
The Members
SEPC LIMITED (Formerly Known as SHRIRAM EPC LIMITED)
4th Floor, BASCON FUTURA SV IT Park,
Venkatanarayana Road, Parthasarathy Puram,
T. Nagar, Chennai-600017
I have examined all relevant records of SEPC Limited(Formerly Known as SHRIRAM EPC limited) [Corporate Identity No.
L74210TN2000PLC045167] having its Registered Office at 4th Floor, BASCON FUTURA SV IT Park, Venkatanarayana
Road, Parthasarathy Puram, T. Nagar, Chennai – 600017, for the purpose of certifying compliance of the conditions
of Corporate Governance under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of
Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 34(3)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31,
2022. I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary
for the purpose of certification.
The compliance of the conditions of Corporate Governance is the responsibility of the management. My examination
was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. This Certificate is neither an assurance as to the future viability of the Company nor
of the efficiency or effectiveness with which the management has conducted the affairs of the Company. It is neither an
audit nor an expression of opinion on the financial statements of the Company.
In my opinion and to the best of my information and according to the explanations given to me and the representations
made by the Directors and the Management, I certify that the Company has generally complied regarding the conditions
of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 for the financial year ended 31st March, 2022.

RAJIBLOCHAN SARANGI
Place : Chennai Practicing Company Secretary
Date of Report 24th June, 2022 M No. A20312, CP NO. 17498
UDIN- A020312D000753330
UDIN Date: 06.08.2022

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR

MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT
This is to certify that the Company has laid down Code of Conduct for all Board Members and Senior Management of the
Company and the copies of the same are uploaded on the website of the Company – www.shriramepc.com.
Further certified that the Members of the Board of Directors and Senior Management personnel have affirmed having
complied with the Code applicable to them during the year ended 31st March, 2022.

Chennai T SHIVARAMAN
24th June, 2022 Managing Director & CEO

62
 Form No. MR-3
Secretarial Audit Report for the
Financial year ended 31st March, 2022
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, b) T he Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 1992;
The Members,
SEPC Limited (Formerly Known as SHRIRAM EPC c) The Securities and Exchange Board of India (Issue of
LIMITED) Capital and Disclosure Requirements) Regulations,
4th Floor, BASCON FUTURA SV IT Park, 2009; Not Applicable as the Company did not issue
Venkatanarayana Road, Parthasarathy Puram, any security during the Financial Year under review.
T. Nagar, Chennai-600017 d) The Securities and Exchange Board of India (Share
I have conducted the Secretarial Audit of the compliance Based Employee Benefits) Regulations, 2014
of applicable statutory provisions and the adherence to and The Securities and Exchange Board of India
good corporate practices by SEPC limited (Formerly (Employee Stock Option Scheme and Employee
Known as SHRIRAM EPC LIMITED) [Corporate Identity Stock Purchase Scheme) Guidelines, 1999. Not
No. L74210TN2000PLC045167] (hereinafter called “the Applicable as the Company has not issued any
Company”). Secretarial Audit was conducted in a manner stock options for its Employees under Employee
that provided us a reasonable basis for evaluating the Stock option Scheme during the Financial year
corporate conducts/statutory compliances and expressing under review;
our opinion thereon. e) The Securities and Exchange Board of India (Issue
Based on my verification of Company’s books, papers, and Listing of Debt Securities) Regulations, 2008;
minute books, forms and returns filed and other records Not Applicable as the Company has not issued
maintained by the Company and also the information any debt securities during the Financial Year under
provided by the Company, its officers, agents and review
authorized representatives during the conduct of secretarial f) The Securities and Exchange Board of India
audit, I hereby report that in my opinion, the Company has, (Registrars to an Issue and Share Transfer Agents)
during the audit period covering the financial year ended Regulations, 1993 regarding the Companies Act and
on 31st March, 2022 complied with the statutory provisions dealing with client; Not Applicable as the Company
listed hereunder and also that the Company has proper is not registered as Registrar to an issue and Share
Board-processes and compliance mechanism in place Transfer Agent during the Financial Year under
to the extent, in the manner and subject to the reporting review.
made hereinafter:
g) T he Securities and Exchange Board of India
I have examined the books, papers, minute books, forms (Delisting of Equity Shares) Regulations, 2009; Not
and returns filed and other records maintained by the Applicable as the Company has not delisted its
Company for the financial year ended on 31st March, 2022 equity shares from any stock exchange during the
according to the provisions of: Financial Year under review and
(i) The Companies Act, 2013 (the Act) and the rules made h) T he Securities and Exchange Board of India
there under and the Companies Act, 1956 to the extent (Buyback of Securities) Regulations, 1998. Not
applicable; applicable as the Company has not done any buy
(ii) The Securities Contracts (Regulation) Act, 1956 back of its securities during the Financial Year under
(‘SCRA’) and the rules made there under; review;
(iii) The Depositories Act, 1996 and the Regulations and (vi) I have reviewed the systems and mechanisms
Bye-laws framed there under; (iv) Foreign Exchange established by the Company for ensuring compliances
Management Act, 1999 and the rules and regulations under the other applicable Acts, Rules, Regulations
made there under to the extent of Foreign Direct and Guidelines prescribed under various laws which
Investment and Overseas Direct Investment. are applicable to the Company and categorized under
the following major heads/groups:
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange 1. Labour laws and other incidental laws related to
labour and employees appointed by the Company
Board of India Act, 1992 (‘SEBI Act’):-
including those on contractual basis as relating to
a) T he Securities and Exchange Board of India wages, gratuity, prevention of sexual harassment,
(Substantial Acquisition of Shares and Takeovers) dispute resolution welfare, provident fund,
Regulations, 2011; insurance, compensation etc.;

63
 2. Acts relating to consumer protection including The 12. Tamil Nadu Labour Welfare Fund Act, 1972 read
Competition Act, 2002; with Tamil Nadu Labour Welfare Fund Rules, 1973
3. Acts and Rules prescribed under prevention and 13. Land revenue laws and
control of pollution; 14. Other local laws as applicable to various plants and
4. Acts and Rules relating to Environmental protection offices.
and energy conservation; With respect to Fiscal laws such as Income Tax, Wealth
5. Acts and Rules relating to hazardous substances Tax, Professional Tax, GST, based on the information and
and chemicals; explanation provided to us by the management and officers
6. Acts and Rules relating to Electricity, motor of the Company, we report that adequate systems are in
vehicles, explosives, Boilers etc.; place to monitor and ensure compliance of fiscal laws as
mentioned above.
7. Acts prescribed relating to mining activities;
I have also examined compliance with the applicable
8. Acts relating to protection of IPR; clauses of the following:
9. The Information Technology Act, 2000; (i) The Secretarial Standards issued by the Institute of
10. The Sexual Harassment of Women at Workplace Company Secretaries of India (ICSI)
(Prevention, Prohibition and Redressal) Act, 2013 (ii) The Securities and Exchange Board of India (Listing
11. Tamil Nadu Industrial Establishments (National & Obligations and Disclosure Requirements) Regulations,
Festival Holidays) Act, 1958 read with The Tamil 2015 and The Listing Agreements entered into by the
Nadu Industrial Establishments (National & Festival Company with BSE Limited and the National Stock
Holidays) Rules, 1959. Exchange of India Limited.

During the period under review company have observed the following non-compliance matters as mentioned here in after
including the penalties:
Sr. Compliance Requirement Deviations Observations/ Remarks of the
No (Regulations/ circulars / guidelines Practicing Company
including specific clause) Secretary
1 The Company shall have a full-time The Company The Company has regularised
company secretary in employment as Secretary has resigned from the Compliance Officer
per section 203 of the Companies Act appointment by appointing Mr.
2013 read with Rule 8 of The office with effect from 04th June R S Chandrasekharan, CFO with
Companies (Appointment and 2021, and it is observed that the effect from 04th June 2021 during
Remuneration of Company had only appointed the the absence of the Full time
Managerial Personnel) Rules, 2014 company secretary with effect from Company
and Regulation 6 of Secretary.
Securities and Exchange Board 11th Feb 2022, therefore beyond
of India (Listing Obligations 6 (Six) months the Company was
and Disclosure Requirements) not having a full time company
Regulations, 2015. secretary on roll.
2 Reg 34 (1): the Annual Report copies It is observed that the The date of dispatching the
shall be sent to Stock Exchanges Company has submitted the Notice and Date of meeting shall
Annual Report copies to the be excluded while reckoning the
with 21 clear days’ notice excluding Clear days’ Notice.
the date of Meeting and date of Stock Exchanges on
sending the Notice 07th Sept 2021 and since the
Annual General Meeting held on Note: As per the explanation
28th Sept 2021, there is a delay of provided by the Company, the
1 day. said delay is due to technical
error.

64
The following are the details of actions taken against the Company / its promoters/ directors/ material subsidiaries either
by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various
circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued there under:

Observations/ remarks of the

Sr. Details of action taken E.g. Practicing
Action taken Details of violation fines, warning letter,
No. by Company
debarment, etc.
Secretary, if any.
Regulation 6: The Company had made the
Noncompliance with payment of fine of
requirement to INR33040/- through
1. BSE appoint a qualified Fine of INR33,040/-
PNB cheque no.832932 dated
company secretary
10.03.2022.
as the compliance officer
Regulation 6: The Company had made the
Noncompliance with payment
requirement to of fine of
2. NSE appoint a qualified Fine of INR33,040/-
company secretary INR33040/- through
PNB cheque no.913162 dated
as the compliance officer 24.02.2022.

During the period under review the company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
and Standards etc. mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the
period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors before schedule of the Board Meetings, Agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
Based on the verification of the records and minutes, the decisions were carried out with the consent of majority of the
Board of Directors / Committee Members and there were no dissenting members views recorded in the minutes. Further,
in the minutes of the General Meeting, the members who voted against the resolution(s) have been properly recorded.
We further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

RAJIBLOCHAN SARANGI
Place : Chennai Practicing Company Secretary
Date of Report 24th June, 2022 M No. A20312, CP NO. 17498
UDIN- A020312D000753330
UDIN Date: 06.08.2022

This report to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

65
‘Annexure A’
Our report of even date is to be read along with this is the responsibility of management. Our examination
letter. was limited to the verification of procedures on test
basis.
1. Maintenance of Secretarial record is the responsibility
of the management of the Company. Our responsibility 6. The Secretarial Audit report is neither an assurance
is to express an opinion on these secretarial records as to the future viability of the Company nor of the
based on our audit. efficacy or effectiveness with which the management
has conducted the affairs of the Company.
2. I have followed the audit practices and process as were
appropriate to obtain reasonable assurance about the 7. I further report that, based on the information
correctness of the contents of the Secretarial records. provided by the Company, its officers, and authorized
The verification was done on test basis to ensure that representatives during the conduct of the audit and
correct facts are reflected in secretarial records. We also on the review of quarterly compliance report
believe that the processes and practices, we followed issued by the respective departmental heads/Company
provide a reasonable basis for our opinion. Secretary/ Managing Director & CEO, taken on record
by the Board of the Company, in my opinion adequate
3. I have not verified the correctness and appropriateness
systems and process and control mechanism exist in
of financial records and Books of Accounts of the
the Company to monitor compliance with applicable
Company since the same has been subject to review
general laws like labour laws & Environment laws and
by the statutory financial audit and other designated
Data protection policy.
professionals.
8. I further report that the Compliance by the Company of
4. Wherever required, I have obtained the Management
applicable Financial laws like Direct & Indirect tax laws
representation about the compliance of laws, rules and
has not been reviewed in this audit since the same has
regulations and happening of events etc.
been subject to review by the statutory financial audit
5. The compliance of the provisions of Corporate and and other designated professionals.
other applicable laws, rules, regulations, standards

RAJIBLOCHAN SARANGI
Place : Chennai Practicing Company Secretary
Date of Report 24th June, 2022 M No. A20312, CP NO. 17498
UDIN- A020312D000753330
UDIN Date: 06.08.2022

66
 Certificate of Non-Disqualification of Directors
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members
SEPC LIMITED (Formerly Known as SHRIRAM EPC LIMITED)
4th Floor, BASCON FUTURA SV IT Park,
Venkatanarayana Road, Parthasarathy Puram,
T. Nagar, Chennai-600017
I have examined all relevant registers, records, forms, returns and disclosures received from the Directors of SEPC limited
(Formerly Known as SHRIRAM EPC LIMITED) [Corporate Identity No. L74210TN2000PLC045167] (hereinafter called
“the Company”),produced before me by the Company for the purpose of issuing this Certificate, in accordance with
Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company
& its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial
Year ending on March 31, 2022 have been debarred or disqualified from being appointed or continuing as Directors of
Companies, by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory
Authority.
Sl. No. Name of the Director DIN Date of appointment in
Company
1 Mr. Thyagarajan Shivaraman 01312018 10/09/2007
2 Mr. Mohammed Amjat Shariff 00009562 10/09/2007
3 Mr. Prabhakar Dattatraya Karandikar 02142050 29/06/2010
4 Mr. Bapu Srinivasan 02541697 30/03/2011
5 Ms. Chandra Ramesh 00938694 23/03/2015
6 Mr. Kodumudi Sambamurthi Sripathi 02388109 11/09/2018
7 Mr. Kallika Prasad Agarwal 08577405 04/10/2019

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.

RAJIBLOCHAN SARANGI
Place : Chennai Practicing Company Secretary
Date of Report 24th June, 2022 M No. A20312, CP NO. 17498
UDIN- A020312D000825754
UDIN Date: 22.08.2022

67
Independent Auditor’s Report to the Members of
SEPC Limited (Formerly known as Shriram EPC Limited)
Report on the Audit of the Standalone Financial Statements
Qualified Opinion sufficient appropriate audit evidence to corroborate
management’s assessment of recoverability of the
We have audited the standalone financial statements of
above said amounts are not available. Accordingly,
SEPC Limited (Formerly known as Shriram EPC Limited)
we are unable to comment on the carrying value of
(“the Company”), which comprise the Balance Sheet as
above-mentioned Contract Asset (Non-Current) and the
at March 31, 2022, and the Statement of Profit and Loss,
impact if any, on account of non-provisioning of the said
Statement of Changes in Equity and Statement of Cash balance on the standalone financial statements. (Refer
Flows for the year then ended, and notes to the standalone to Note 08 of the Standalone Financial Statements).
financial statements, including a summary of significant
accounting policies and other explanatory information. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of the
In our opinion and to the best of our information and
Act. Our responsibilities under those Standards are further
according to the explanations given to us, except for the
described in the Auditor’s Responsibilities for the Audit of
effects of the matter described in the Basis for Qualified
the Standalone Financial Statements section of our report.
Opinion section of our report, the aforesaid standalone
We are independent of the Company in accordance with
financial statements give the information required by the
the Code of Ethics issued by the Institute of Chartered
Companies Act, 2013 (“the Act”) in the manner so required
Accountants of India (“ICAI”) together with the ethical
and give a true and fair view in conformity with the Indian
requirements that are relevant to our audit of the standalone
Accounting Standards prescribed under section 133 of the
Act read with Companies (Indian Accounting Standards) financial statements under the provisions of the Act and the
Rules, 2015 as amended and other accounting principles Rules thereunder, and we have fulfilled our other ethical
generally accepted in India, of the state of affairs of the responsibilities in accordance with these requirements and
Company as at March 31, 2022, and its loss, changes the ICAI’s Code of Ethics. We believe that the audit evidence
in equity and its cash flows for the year ended on that we have obtained is sufficient and appropriate to provide a
date. basis for our qualified opinion.

Basis for Qualified Opinion Material Uncertainty Related to Going Concern

1. The carrying value of Deferred Tax Asset (DTA) We draw attention to Note 4 (e) to the standalone financial
include an amount of Rs. 39,645.00 Lakhs (March 31, statements, which states that the Company has incurred
2021: Rs. 43,889.00 Lakhs) which is recognized on a net loss of Rs. 24,901.02 Lakhs during the year ended
unabsorbed business losses. Due to unavailability of March 31, 2022 and as of that date has accumulated losses
sufficient appropriate audit evidence to corroborate aggregating to Rs. 2,14,517.03 Lakhs which has resulted in
management’s assessment on reasonable certainty of substantial erosion of its net worth. Further, the COVID-19
future taxable profits, as required by Ind AS 12- Income pandemic has also impacted the operations resulting in
taxes and considering the current pandemic situation, delay of collection relating to project dues. These events
we are unable to ascertain the extent to which the or conditions indicates that a material uncertainty exists
deferred tax asset can be utilized. (Refer Note 44 of the that may cast significant doubt on the company’s ability
standalone financial statements) to continue as a going concern. However, as stated in the
This matter was also qualified in our report on the note, considering the restructuring plan for the borrowings,
standalone financial statements for the year ended infusion of additional equity subsequent to the year end by
March 31, 2021. the investor and the Management’s plans to meet financial
obligations in foreseeable future out of the cash flows from
2. Contract Asset (Non-Current) include Rs. 3,956.02
execution of the pipeline of orders in hand, future business
Lakhs (Net of provisions amounting to Rs. 926.98 Lakhs)
relating to project dues which is not progressing on plans, non-fund based facilities, and realisation of trade
account of Statutory delays faced by the Customer. receivables, the standalone financial statements of the
In the absence of positive development in this Company for the year ended March 31, 2022 have been
matter till date, there is uncertainty on the amount prepared on a going concern basis.
that would be recoverable by the Company. Further, Our opinion is not modified in respect of this matter.

68
Emphasis of Matter The Company measures revenue to be recognised based
We draw attention to Notes 43 to the standalone financial on the contract costs incurred till the reporting date over
statements which states that the Management has made an the total estimated costs for each contract. Such revenue
assessment of the impact of Covid-19 on the Company’s recognised in excess of progress billing till the reporting
operations, financial performance and position as at and for date is presented as ‘Contract Assets’ which are yet to be
the year ended March 31, 2022 and accordingly recognised billed to the customers. Such contract assets are accounted
an impairment loss of Rs. 6,361.26 Lakhs (March 31, 2021: based on the contractual terms and management’s
Rs. 1,149.11 Lakhs) on financial assets & contract assets assessment of recoverability from customers.
to reflect the business impact arising from the COVID 19 The Company estimates and recognises allowance for
pandemic. expected credit losses on trade receivables and contract
Our opinion is not modified in respect of this matter. assets which involves consideration of aging status,
historical payment records, evaluation of litigations, the
Information Other than the Standalone Financial likelihood of collection based on the terms of the contract
Statements and Auditor’s Report Thereon and the credit information of its customers including the
The Company’s Board of Directors is responsible for the possible effect from the pandemic relating to COVID-19.
other information. The other information comprises the For trade receivables and contract assets that are
information included in the Annual Report, Management individually significant, expected credit losses are measured
Report, Chairman’s Statement, Director’s Report etc, but based on the present value of cash shortfalls over the
does not include the standalone financial statements and remaining expected lives of the trade receivables and
our auditor’s report thereon. contract assets. The calculation of the collective credit loss
Our opinion on the standalone financial statements does provision is inherently judgmental
not cover the other information and we do not express any We have identified provisioning for expected credit loss
form of assurance conclusion thereon. as a key audit matter as the calculation of credit loss
In connection with our audit of the standalone financial provision is a complex area and requires management
statements, our responsibility is to read the other to make significant assumptions on customer payment
information and, in doing so, consider whether the other behaviour and estimating the level and timing of expected
information is materially inconsistent with the standalone future cash flows.
financial statements or our knowledge obtained in the audit How the Key Audit Matter was addressed in our audit:
or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is Our audit procedures in respect of this area included:
a material misstatement of this other information, we are 1. Obtained an understanding of the process relating to
required to report that fact. The other information included allowance for credit loss and assessed the management’s
in in Annual Report, Management Report, Chairman’s estimate and related policies used in the credit loss analysis.
Statement, Director’s Report etc, have not been adjusted for 2. Verified on test check basis contract assets with
the impacts as described in the Basis for Qualified section corresponding trade receivables & contract assets that
above. Accordingly, we are unable to conclude whether were overdue and evaluated the basis for management’s
or not the other information is materially misstated with conclusions regarding the (a) evidence supporting the
respect to this matter. execution of work for which the contract assets were
Key Audit Matters recognised; (b) reasons for the delays in billing of invoices
Key audit matters are those matters that, in our professional and the basis on which recoverability of the contract assets
judgment, were of most significance in our audit of the was assessed; (c) impact on the allowance for expected
standalone financial statements of the year ended March credit losses;
31, 2022. These matters were addressed in the context 3. The management has assessed on individual level
of our audit of the standalone financial statements as a trade receivables and contract assets by Expected credit
whole, and in forming our opinion thereon, and we do not loss model, examined on a test check basis, the objective
provide a separate opinion on these matters. In addition evidence relating to the impairment of trade receivables
to the matter described in the Basis for Qualified Opinion and contract assets and the key assumptions used in the
section and Material Uncertainty related to Going Concern estimate of the present value of all cash shortfalls and
section we have determined the matters described below to reviewed whether amounts have been recovered after the
be the key audit matters to be communicated in our report. end of reporting period.
Provision for Expected credit loss 4. Reviewed the appropriateness of management’s ageing
Refer to Note 08,10,11,12,16,17 & 21 in the standalone analysis based on days past due by examining the original
financial statements of 2021-22. documents (such as invoices and bank deposit advice).

69
5. Recalculated the ECL of each type of trade receivables decisions of users taken on the basis of these standalone
and contract assets according to the provision matrix. financial statements.
6. Assessed the accuracy of the disclosures in the financial We give in “Annexure A” a detailed description of Auditor’s
statements and ensured that they were in accordance with responsibilities for Audit of the Standalone Financial
Ind AS 109 ‘Financial Instruments’ Statements.
Responsibilities of Management and Those Charged with Report on Other Legal and Regulatory Requirements
Governance for the Standalone Financial Statements 1. As required by the Companies (Auditor’s Report) Order,
The Company’s Board of Directors is responsible for the 2020 (“the Order”), issued by the Central Government
matters stated in section 134(5) of the Act with respect to of India in terms of sub-section (11) of section 143 of
the preparation of these standalone financial statements the Act, we give in the “Annexure B” a statement on the
that give a true and fair view of the financial position, matters specified in paragraphs 3 and 4 of the Order, to
financial performance, changes in equity and cash flows of the extent applicable.
the Company in accordance with the accounting principles 2. As required by Section 143(3) of the Act, we report that:
generally accepted in India, including the Accounting
(a) We have sought and obtained all the information and
Standards specified under section 133 of the Act. This
explanations which to the best of our knowledge and
responsibility also includes maintenance of adequate
belief were necessary for the purposes of our audit.
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and (b) Except for the effects of the matter described in the
for preventing and detecting frauds and other irregularities; Basis of Qualified Opinion section above, in our opinion,
selection and application of appropriate accounting policies; proper books of account as required by law have been
making judgments and estimates that are reasonable and kept by the Company so far as it appears from our
prudent; and design, implementation and maintenance of examination of those books .
adequate internal financial controls, that were operating (c) The Balance Sheet, the Statement of Profit and Loss,
effectively for ensuring the accuracy and completeness the Statement of Changes in Equity and the Statement
of the accounting records, relevant to the preparation and of Cash Flow dealt with by this Report are in agreement
presentation of the standalone financial statement that give with the books of account.
a true and fair view and are free from material misstatement, (d) Except for the matter described in the Basis of Qualified
whether due to fraud or error. Opinion section above, in our opinion, the aforesaid
In preparing the standalone financial statements, the Board standalone financial statements comply with the
of Directors is responsible for assessing the Company’s Accounting Standards specified under Section 133 of
ability to continue as a going concern, disclosing, as the Act, read with Rule 7 of the Companies (Accounts)
applicable, matters related to going concern and using Rules, 2014.
the going concern basis of accounting unless the Board (e) The matter described in Material Uncertainty Related
of Directors either intends to liquidate the Company or to to Going Concern section of our report, in our opinion,
cease operations, or has no realistic alternative but to do so. may have an adverse effect on the functioning of the
Those Board of Directors are also responsible for overseeing Company.
the Company’s financial reporting process.
(f) On the basis of the written representations received
Auditor’s Responsibilities for the Audit of the Standalone from the directors as on March 31, 2022 taken on record
Financial Statements by the Board of Directors, none of the directors are
Our objectives are to obtain reasonable assurance about disqualified as on March 31, 2022 from being appointed
whether the standalone financial statements as a whole as a director in terms of Section 164 (2) of the Act.
are free from material misstatement, whether due to fraud (g) The qualification relating to the maintenance of accounts
or error, and to issue an auditor’s report that includes our and other matters connected therewith are as stated in
opinion. Reasonable assurance is a high level of assurance, the Basis for Qualified Opinion paragraph above.
but is not a guarantee that an audit conducted in accordance
(h) With respect to the adequacy of the internal financial
with SAs will always detect a material misstatement when it
controls with reference to standalone financial
exists. Misstatements can arise from fraud or error and are
statements of the Company and the operating
considered material if, individually or in the aggregate, they
effectiveness of such controls, refer to our separate
could reasonably be expected to influence the economic
Report in “Annexure C”.

70
(i) With respect to the other matters to be included in the (Funding Parties), with the understanding,
Auditor’s Report in accordance with Rule 11 of the whether recorded in writing or otherwise, as on
Companies (Audit and Auditors) Rules, 2014, in our the date of this audit report, that the Company
opinion and to the best of our information and according shall, directly or indirectly, lend or invest in other
to the explanations given to us: persons or entities identified in any manner
i. The Company has disclosed the impact of pending whatsoever by or on behalf of the Funding
litigations on its financial position in its standalone Party (“Ultimate Beneficiaries”) or provide any
financial statements – Refer Note 57 to the guarantee, security or the like on behalf of the
standalone financial statements; Ultimate Beneficiaries;

ii. Except for the possible effect of the matters 3) Based on the audit procedures performed
described in the basis of qualified opinion paragraph that have been considered reasonable and
above, the Company has made provision, as appropriate in the circumstances, and according
required under the applicable law or accounting to the information and explanations provided to
standards, for material foreseeable losses, if any, on us by the Management in this regard nothing has
long term contracts including derivative contracts. come to our notice that has caused us to believe
that the representations under sub-clause (i) and
iii. There were no amounts which were required to be (ii) of Rule 11(e) as provided under (1) and (2)
transferred to the Investor Education and Protection above, contain any material mis-statement.
Fund by the Company.
The Company has neither declared nor paid any
iv. 1) The Management has represented that, to the dividend during the year.
best of it’s knowledge and belief, no funds have
been advanced or loaned or invested (either 3. As required by The Companies (Amendment) Act,
from borrowed funds or share premium or any 2017, in our opinion, according to information,
other sources or kind of funds) by the Company explanations given to us, the remuneration paid by
to or in any other person or entity, including the Company to its directors is within the limits laid
foreign entities (“Intermediaries”), with the prescribed under Section 197 of the Act and the
understanding, whether recorded in writing or rules thereunder..
otherwise, that the Intermediary shall, directly
or indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate For MSKA & Associates
Beneficiaries”) or provide any guarantee, Chartered Accountants
security or the like on behalf of the Ultimate ICAI Firm Registration No.105047W
Beneficiaries;
2) The Management has represented, that, to Geetha Jeyakumar
the best of it’s knowledge and belief, no funds Partner
have been received by the Company from Place: Chennai Membership No. : 029409
any person or entity, including foreign entities
Date: June 24, 2022 UDIN: 22029409ALPEWG2852

71
Annexure “A” to the Independent Auditor’s Report on
even date on the Standalone Financial Statements
of SEPC Limited (Formerly known as Shriram EPC
Limited)
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

As part of an audit in accordance with SAs, we exercise disclosures, and whether the standalone financial
professional judgment and maintain professional skepticism statements represent the underlying transactions and
throughout the audit. We also: events in a manner that achieves fair presentation.
• Identify and assess the risks of material misstatement We communicate with those charged with governance
of the standalone financial statements, whether due regarding, among other matters, the planned
to fraud or error, design and perform audit procedures
scope and timing of the audit and significant audit findings,
responsive to those risks, and obtain audit evidence
including any significant deficiencies in
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material internal control that we identify during our audit.
misstatement resulting from fraud is higher than for
We also provide those charged with governance with a
one resulting from error, as fraud may involve collusion,
statement that we have complied with relevant ethical
forgery, intentional omissions, misrepresentations, or
requirements regarding independence, and to communicate
the override of internal control.
with them all relationships and other matters that may
• Obtain an understanding of internal control relevant to reasonably be thought to bear on our independence, and
the audit in order to design audit procedures that are where applicable, related safeguards.
appropriate in the circumstances. Under section 143(3)
From the matters communicated with those charged with
(i) of the Act, we are also responsible for expressing
governance, we determine those matters that were of
our opinion on whether the Company has internal
most significance in the audit of the standalone financial
financial controls with reference to standalone financial
statements for the year ended March 31, 2022 and are
statements in place and the operating effectiveness of
therefore, the key audit matters. We describe these
such controls.
matters in our auditor’s report unless law or regulation
• Evaluate the appropriateness of accounting policies precludes public disclosure about the matter or when, in
used and the reasonableness of accounting estimates extremely rare circumstances, we determine that a matter
and related disclosures made by management. should not be communicated in our report because the
adverse consequences of doing so would reasonably be
• Conclude on the appropriateness of management’s use
expected to outweigh the public interest benefits of such
of the going concern basis of accounting and, based
communication.
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 For MSKA & Associates
disclosures in the standalone financial statements Chartered Accountants
or, if such disclosures are inadequate, to modify our ICAI Firm Registration No.105047W
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 Geetha Jeyakumar
Company to cease to continue as a going concern. Partner
• Evaluate the overall presentation, structure and content Place: Chennai Membership No. : 029409
of the standalone financial statements, including the Date: June 24, 2022 UDIN: 22029409ALPEWG2852

72
Annexure “B” to the Independent Auditors’ Report of
even date on the Standalone Financial Statements of
SEPC Limited (Formerly known as Shriram EPC Limited)
for the year ended March 31, 2022
[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent
Auditors’ Report]
i. (a) A. The Company has maintained proper records iii. According to the information explanation provided
showing full particulars including quantitative to us, the Company has not made any investments
details and situation of Property, Plant and in, provided any guarantee or security or granted
Equipment (Including Right of Use Assets). any loans or advances in the nature of loans,
B. The Company has maintained proper records secured or unsecured, to companies, firms, Limited
showing full particulars of intangible assets. Liability Partnerships or any other parties. Hence, the
requirements under paragraph 3(iii) of the Order are not
(b) All the Property, Plant and Equipment have not applicable to the Company.
been physically verified by the management
during the year but there is a regular programme iv.  In our opinion and according to the information and
of verification which, in our opinion, is reasonable explanations given to us, the Company has complied
having regard to the size of the Company and the with the provisions of section 185 and 186 of the Act, in
nature of its assets. No material discrepancies were respect of loans, investments, guarantees and security
noticed on such verification. as applicable.
v. In our opinion and according to the information and
(c) According to the information and explanations
explanations given to us, the Company has not
given to us, the title deeds of immovable properties
accepted any deposits from the public within the
(other than properties where the Company is the
meaning of Sections 73, 74, 75 and 76 of the Act and
lessee and the lease agreements are duly executed
the rules framed there under.
in favour of the lessee) as disclosed in the financial
statements are held in the name of the Company vi.  The maintenance of cost records has been specified
except for the title deeds of immovable properties by the Central Government under section 148(1) of
aggregating to Rs. 241.50 Lakhs are pledged with the Act. We have broadly reviewed the cost records
the banks and are not available with the Company. maintained during the year by the Company pursuant
The same has been independently confirmed by to the Companies (Cost Records and Audit) Rules,
the bank and verified by us. 2014, as amended and prescribed by the Central
Government under sub-section (1) of Section 148
(d) According to the information and explanations
of the Act, and are of the opinion that, prima facie,
given to us, the Company has not revalued its
the prescribed cost records have been made and
property, plant and Equipment (including Right of
maintained by the company. We have, however, not
Use assets) and its intangible assets. Accordingly,
made a detailed examination of the cost records with
the requirements under paragraph 3(i)(d) of the
a view to determine whether they are accurate or
Order are not applicable to the Company.
complete.
(e) According to the information and explanations
vii. (a) According to the information and explanations given
given to us, no proceeding has been initiated
to us and the records of the Company examined
or pending against the Company for holding
by us, in our opinion ,undisputed statutory dues
benami property under the Benami Transactions
including goods and service tax, provident fund,
(Prohibition) Act, 1988 and rules made thereunder.
employees’ state insurance, income-tax, duty of
Accordingly, the provisions stated in paragraph 3(i)
custom, cess have not been regularly deposited by
(e) of the Order are not applicable to the Company.
the Company with the appropriate authorities and
ii. (a) The Company doesn’t have any inventory. there have been serious delays in large number of
Accordingly, the provisions stated in paragraph 3(ii) cases.
(a) of the Order are not applicable to the Company. According to the information and explanations
(b) The Company has been sanctioned working capital given to us, no undisputed amount payable in
limits in excess of Rs. 5 crores in aggregate from respect of goods and services tax, provident
Banks/financial institutions on the basis of security fund, employees’ state insurance, income-tax,
of current assets. Quarterly returns / statements duty of custom, cess and any other statutory dues
are filed with such Banks/ financial institutions are applicable to it were outstanding, at the year end,
in agreement with the books of account. for a period of more than six months from the date
they became payable.

73
 (b) According to the information and explanation given to us and examination of records of the Company, the
outstanding dues of income-tax, goods and service tax, customs duty, cess and any other statutory dues on
account of any dispute, are as follows:

Name of the statute Nature of dues Amount Period to which the Forum where dispute
Rs. (In Lakhs) amount relates is pending
Service Tax (Chapter Service Tax and 408.00 2010-11 to 2012-13 Customs Excise and
V of the Finance Act, Penalty Service Tax Appellate
1994) Tribunal
Andhra Pradesh Value Value Added Tax 223.33 2008-09 and 2009-10 Supreme Court
Added Tax Act
Tamil Nadu Value Value Added Tax 57.16 2008-09 to High Court
Added Tax Act 2014-15

West Bengal Value Value Added Tax 1980.00 2007-08 to Revisional Board
Added Tax Act 2015-16
Orissa Value Added Tax Value Added Tax 6,700.75 2011-12 and 2012-13 High Court
Act
Kerala value added tax Dispute on 659.00 2015-16 High Court
Act Penalty
Jharkhand Value added Interest VAT Tax 41.64 2013-14 to Dy. Commissioner of
tax act Amount 2014-15 commercial tax
Goods & Service Tax Disputed on 8.00 2017-2022 C.G.S.T & Central
Act Tr a n s i t i o n a l Excise -Bhilai
credit -interest
The above table does not include Show Cause Notices (pending formal demand notices) received by the Company.
viii. According to the information and explanations given to us, there are no transactions which are not accounted in the
books of account which have been surrendered or disclosed as income during the year in Tax Assessment of the
Company. Also, there are no previously unrecorded income which has been now recorded in the books of account.
Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.
ix. (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in
repayment of dues to any lender except in the following cases, details of which are as follows:

Nature of Name of Lender Amount Whether No. of Days Remarks, if any

borrowing, not paid on principal delay or
including due date or interest unpaid
debt
securities (Rs. Lakhs)
Term Loan Central Bank 4,100.87 Principal 547-1 days Principal pending to be repaid
2,346.23 Interest 547-1 days Interest pending to be repaid
WCTL IFCI 177.82 Principal 547-1 days Principal pending to be repaid
121.10 Interest 547-1 days Interest pending to be repaid
FITL IFCI 75.88 Principal 547-1 days Principal pending to be repaid
16.28 Interest 547- 1 days Interest pending to be repaid
ACRE ACRE 2900.00 Principal 547-1days Principal pending to be repaid
Covid Loan BOM 160.00 Principal 547-1 days Principal pending to be repaid

74
Cash Credit Punjab National Bank 8838.00 Interest 759-1 Days Interest pending to be repaid
Bank of India 1158.00 Interest 766-1 Days Interest pending to be repaid
Yes Bank 258.00 Interest 455-1 Days Interest pending to be repaid
State Bank Of India 1,190.00 Interest 556 -1 Days Interest pending to be repaid
Indian Bank 3,682.00 Interest 705 -1 Days Interest pending to be repaid
Indusind Bank 165.00 Interest 493 -1 Days Interest pending to be repaid
IDBI Bank 298.00 Interest 516 -1 Days Interest pending to be repaid
ICICI Bank 100.00 Interest 670-1 Days Interest pending to be repaid
Federal Bank 720.00 Interest 756 -1 Days Interest pending to be repaid
DBS Bank India Ltd 692.00 Interest 547 -1 Days Interest pending to be repaid
Central Bank of India 1982.00 Interest 764 -1 Days Interest pending to be repaid
Bank Of Baroda 202.00 Interest 486 -1 Days Interest pending to be repaid
(ARCIL) 528.00 Interest 455-1 Days Interest pending to be repaid
Union Bank 206.00 Interest 365 -1 Days Interest pending to be repaid
IFCI Factors 131.00 Interest 547 -1 Days Interest pending to be repaid
Axis Bank 1635.38 Interest 121 -1 Days Interest pending to be repaid
Bank of Maharashtra 329.05 Interest 335 -1 Days Interest pending to be repaid
WCDL Punjab National Bank 1107.00 Interest 547 -1 Days Interest pending to be repaid
Bank of India 101.00 Interest 547 -1 Days Interest pending to be repaid
Indian Bank 235.00 Interest 547 -1 Days Interest pending to be repaid
Indusind Bank 351.00 Interest 547 -1 Days Interest pending to be repaid
IDBI Bank 576.00 Interest 547 -1 Days Interest pending to be repaid
Central Bank of India 278.00 Interest 455 -1 Days Interest pending to be repaid
Bank Of Baroda 262.00 Interest 486 -1 Days Interest pending to be repaid
Axis Bank 24.00 Interest 424 -1 Days Interest pending to be repaid
FITL Yes Bank 100.00 Principal 516-1 Days Principal pending to be repaid
3.00 Interest Interest pending to be repaid
State Bank Of India 500.00 Principal 516-1 Days Principal pending to be repaid
221.00 Interest Interest pending to be repaid
Indusind Bank 156.00 Principal 455-1 Days Principal pending to be repaid
31.00 Interest Interest pending to be repaid
IDBI Bank 320.00 Principal 547-1 Days Principal pending to be repaid
48.00 Interest Interest pending to be repaid
DBS Bank India Ltd 189.00 Principal 455-1 Days Principal pending to be repaid
32.00 Interest Interest pending to be repaid
Central Bank of India 284.00 Principal 516-1 Days Principal pending to be repaid
54.00 Interest Interest pending to be repaid
Bank Of Baroda 117.00 Principal 455-1 Days Principal pending to be repaid
29.00 Interest Interest pending to be repaid
Union Bank 35.00 Principal 455-1 Days Principal pending to be repaid
5.00 Interest Interest pending to be repaid
IFCI Factors 7.00 Principal 547-1 Days Principal pending to be repaid
2.00 Interest Interest pending to be repaid
(b) According to the information and explanations given to us and on the basis of our audit procedures, we report
that the Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.
(c) In our opinion and according to the information explanation provided to us, no money was raised by way of term
loans. Accordingly, the provision stated in paragraph 3(ix)(c) of the Order is not applicable to the Company.

75
 (d) According to the information and explanations provisions stated in paragraph (xi)(c) of the Order
given to us, and the procedures performed by us, is not applicable to Company.
and on an overall examination of the standalone
xii. In our opinion and according to the information
financial statements of the Company, we report
and explanations given to us, the Company is
that no funds raised on short-term basis have
not a Nidhi Company. Accordingly, the provisions
been used for long-term purposes by the
stated in paragraph 3(xii) (a) to (c) of the Order are
Company.
not applicable to the Company.
(e) According to the information explanation given
xiii. According to the information and explanations
to us and on an overall examination of the
given to us and based on our examination of the
standalone financial statements of the Company,
records of the Company, transactions with the
we report that the Company has not taken any
related parties are in compliance with sections
funds from an any entity or person on account of
177 and 188 of the Act, where applicable and
or to meet the obligations of its subsidiary.
details of such transactions have been disclosed
(f) According to the information and explanations in the standalone financial statements as required
given to us and procedures performed by us, we by the applicable accounting standards.
report that the Company has not raised loans
xiv (a) In our opinion and based on our examination,
during the year on the pledge of securities held
the Company has an internal audit system
in its subsidiary.
commensurate with the size and nature of its
x. (a) The Company did not raise any money by way of business.
initial public offer or further public offer (including
(b) 
We have considered internal audit reports of
debt instruments) during the year. Accordingly,
the Company issued by internal auditors for the
the provisions stated in paragraph 3 (x)(a) of the
period under audit in determining the nature,
Order are not applicable to the Company.
timing and extent of audit procedures.
(b) According to the information and explanations
xv. According to the information and explanations
given to us and based on our examination of
given to us, in our opinion during the year
the records of the Company, the Company has
the Company has not entered into non-cash
not made any preferential allotment or private
transactions with directors or persons connected
placement of shares or fully, partly or optionally
with its directors and hence, provisions of section
convertible debentures during the year.
192 of the Act are not applicable to Company.
Accordingly, the provisions stated in paragraph
Accordingly, the provisions stated in paragraph
3 (x)(b) of the Order are not applicable to the
3(xv) of the Order are not applicable to the
Company.
Company.
xi. (a) During the course of our audit, examination of xvi. (a) In our opinion, the Company is not required to
the books and records of the Company, carried be registered under section 45 IA of the Reserve
out in accordance with the generally accepted Bank of India Act, 1934 and accordingly, the
auditing practices in India, and according to provisions stated in paragraph clause 3 (xvi)(a) of
the information and explanations given to us, the Order are not applicable to the Company.
we have neither come across any instance
(b) In our opinion, the Company has not conducted
of material fraud by the Company nor on the
any Non-Banking Financial or Housing Finance
Company.
activities without any valid Certificate of
(b) 
We have not come across of any instance of Registration from Reserve Bank of India. Hence,
material fraud by the Company or on the Company the reporting under paragraph 3 (xvi)(b) of the
during the course of audit of the standalone Order are not applicable to the Company.
financial statement for the year ended March (c) The Company is not a Core investment Company
31, 2022, accordingly the provisions stated in (CIC) as defined in the regulations made by
paragraph 3 (xi)(b) of the Order is not applicable Reserve Bank of India. Hence, the reporting
to the Company. under paragraph 3 (xvi)(c) of the Order are not
(c) As represented to us by the management, there applicable to the Company.
are no whistle-blower complaints received by (d) 
In our opinion, there is no core investment
the Company during the year. Accordingly, the Company within the group (as defined in the

76
 Core Investment Companies (Reserve Bank) flows from execution of the pipeline of orders
Directions, 2016) and accordingly reporting under in hand, future business plans, non-fund based
clause 3(xvi)(d) of the Order is not applicable. facilities, and realisation of trade receivables, the
standalone financial statements of the Company
xvii. 
Based on the overall review of standalone
for the year ended March 31, 2022 have been
financial statements of the Company has
prepared on a going concern basis. We, however,
incurred cash losses in the current financial year
state that this is not an assurance as to the future
and in the immediately preceding financial year.
viability of the Company. We further state that
The details of the same are as follows:
our reporting is based on the facts up to the
date of the audit report and we neither give any
Particulars March 31, 2022 (In March 31, 2021 (In
Lakhs) Lakhs) guarantee nor any assurance that all liabilities
falling due within a period of one year from the
Cash Loss 20,048.17 17,743.68 balance sheet date, will get discharged by the
xviii. There has been no resignation of the statutory Company as and when they fall due.
auditors during the year. Hence, the provisions xx. According to the information and explanations
stated in paragraph clause 3 (xviii) of the Order given to us, the provisions of section 135 of the
are not applicable to the Company. Act are not applicable to the Company. Hence,
xix. According to the information and explanations the provisions of paragraph 3(xx)(a) to (b) of the
given to us and based on our examination of Order are not applicable to the Company.
financial ratios, ageing and expected date of xxi. The reporting under clause 3(xxi) of the Order is
realisation of financial assets and payment of not applicable in respect of audit of standalone
liabilities, other information accompanying the financial statements. Accordingly, no comment in
standalone financial statements, our knowledge respect of the said clause has been included in
of the Board of Directors and management plans, the report.
we are of the opinion that a material uncertainty
exists as on the date of audit report. However,
the Company is capable of meeting its liabilities For MSKA & Associates
existing at the date of balance sheet as and
Chartered Accountants
when they fall due within a period of one year
ICAI Firm Registration No.105047W
from the balance sheet date. Further, as stated in
the note 4 (e), considering the restructuring plan
for the borrowings, infusion of additional equity Geetha Jeyakumar
subsequent to the year end by the investor Partner
and the Management’s plans to meet financial Place: Chennai Membership No. : 029409
obligations in foreseeable future out of the cash Date: June 24, 2022 UDIN: 22029409ALPEWG2852

77
Annexure “C” to the Independent Auditor’s Report of
even date on the Standalone Financial Statements
of SEPC Limited (Formerly known as Shriram EPC
Limited)
[Referred to in paragraph 2(h) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’
Report]

Report on the Internal Financial Controls under Clause We have considered the material weaknesses identified and
(i) of Sub-section 3 of Section 143 of the Companies reported above in determining the nature, timing, and extent
Act, 2013 (“the Act”) of audit tests applied in our audit of the March 31, 2022
financial statements of the Company, and these material
Qualified Opinion
weaknesses do not affect our opinion on the standalone
We have audited the internal financial controls with financial statements of the Company.
reference to standalone financial statements of SEPC
Management’s Responsibility for Internal Financial
Limited (Formerly known as Shriram EPC Limited) (“the
Controls
Company”) as of March 31, 2022 in conjunction with our
audit of the standalone financial statements of the Company The Company’s Management is responsible for establishing
for the year ended on that date. and maintaining internal financial controls based on the
internal control with reference to standalone financial
According to the information and explanations given to us
statements criteria established by the Company considering
and based on our audit, the following material weaknesses
the essential components of internal control stated in the
have been identified in the operating effectiveness of the
Guidance Note. These responsibilities include the design,
Company’s internal financial controls with reference to
implementation and maintenance of adequate internal
standalone financial statements as at March 31, 2022:
financial controls that were operating effectively for ensuring
(a) 
Provisioning of contract assets which is outstanding the orderly and efficient conduct of its business, including
for a substantial period of time, which could potentially adherence to Company’s policies, the safeguarding of its
result in the Company not recognizing a provision for assets, the prevention and detection of frauds and errors,
the said assets. the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information,
(b) Assessment of future taxable profits which could result as required under the Act.
in recognition of excess deferred tax asset which the
Company may not be able to utilize.. Auditors’ Responsibility

A ‘material weakness’ is a deficiency, or a combination Our responsibility is to express an opinion on the Company’s
of deficiencies, in internal financial control with reference internal financial controls with reference to standalone
to standalone financial statements, such that there is a financial statements based on our audit. We conducted
reasonable possibility that a material misstatement of the our audit in accordance with the Guidance Note and the
Company’s annual or interim financial statements will not Standards on Auditing, issued by ICAI and deemed to be
be prevented or detected on a timely basis. prescribed under section 143(10) of the Act, to the extent
applicable to an audit of internal financial controls. Those
In our opinion, the Company has, in all material respects, Standards and the Guidance Note require that we comply
maintained internal financial controls with reference to with ethical requirements and plan and perform the audit
financial statements as of March 31, 2022, based on to obtain reasonable assurance about whether adequate
the internal control with reference to standalone financial internal financial controls with reference to standalone
statements criteria established by the Company considering financial statements was established and maintained and
the essential components of internal control stated in the if such controls operated effectively in all material respects.
Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Our audit involves performing procedures to obtain audit
Accountants of India (ICAI) (the “Guidance Note”), except evidence about the adequacy of internal financial controls
for the effect possible effects of the material weaknesses with reference to financial statements and their operating
described above on the achievement of the objectives of effectiveness. Our audit of internal financial controls with
the control criteria, the Company’s internal financial controls reference to financial statements included obtaining an
with reference to standalone financial statements were understanding of internal financial controls with reference
operating effectively as of March 31, 2022. to financial statements, assessing the risk that a material

78
weakness exists, and testing and evaluating the design Company; and (3) provide reasonable assurance regarding
and operating effectiveness of internal control based on prevention or timely detection of unauthorized acquisition,
the assessed risk. The procedures selected depend on use, or disposition of the Company’s assets that could have
the auditor’s judgement, including the assessment of the a material effect on the standalone financial statements.
risks of material misstatement of the financial statements,
Inherent Limitations of Internal Financial Controls with
whether due to fraud or error.
reference to standalone Financial Statements
We believe that the audit evidence we have obtained is
Because of the inherent limitations of internal financial
sufficient and appropriate to provide a basis for our qualified
controls with reference to standalone financial statements,
audit opinion on the Company’s internal financial controls
including the possibility of collusion or improper management
with reference to financial statements.
override of controls, material misstatements due to error
Meaning of Internal Financial Controls with reference or fraud may occur and not be detected. Also, projections
to Standalone Financial Statements of any evaluation of the internal financial controls with
reference to standalone financial statements to future
A Company’s internal financial control with reference to
periods are subject to the risk that the internal financial
standalone financial statements is a process designed
control with reference to standalone financial statements
to provide reasonable assurance regarding the reliability
may become inadequate because of changes in conditions,
of financial reporting and the preparation of standalone
or that the degree of compliance with the policies or
financial statements for external purposes in accordance
procedures may deteriorate.
with generally accepted accounting principles. A Company’s
internal financial control with reference to standalone
financial statements includes those policies and procedures For MSKA & Associates
that (1) pertain to the maintenance of records that, Chartered Accountants
in reasonable detail, accurately and fairly reflect the ICAI Firm Registration No.105047W
transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of standalone Geetha Jeyakumar
financial statements in accordance with generally accepted Partner
accounting principles, and that receipts and expenditures Place: Chennai Membership No. : 029409
of the Company are being made only in accordance Date: June 24, 2022 UDIN: 22029409ALPEWG2852
with authorizations of management and directors of the

79
Standalone Balance Sheet as at March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
As at As at
Particulars Notes March 31,2022 March 31, 2021
ASSETS
Non-current assets
Property, plant and equipment 6A 3,841.93 4,368.08
Right of Use Assets 6B 233.09 -
Intangible assets 7 32.00 36.04
Contract assets 8 3,956.02 3,956.02
Financial assets
Investments 9 76.98 104.10
Loans 10 8,131.35 10,913.30
Trade Receivables 11 18,768.50 21,015.14
Other Financial Assets 12 1,081.79 1,173.27
Deferred tax asset (net) 13 43,345.50 47,623.70
Income tax assets (net) 14 1,412.38 3,327.56
Total Non-Current Assets 80,879.54 92,517.21

Current assets
Inventories 15 - 248.20
Contract Assets 16 79,708.74 82,683.42

Financial assets
Trade receivables 17 28,057.27 32,820.14
Cash and cash equivalents 18 548.27 625.68
Other bank balances 19 2,387.49 2,866.88
Other Financial Assets 20 889.02 844.27
Other Current assets 21 11,698.56 13,945.41
Assets classified as held for sale 22 596.06 596.06
Total Current Assets 1,23,885.41 1,34,630.06
Total Assets 2,04,764.95 2,27,147.27

EQUITY AND LIABILITIES

Equity
Equity share capital 23 97,152.90 97,152.90
Other equity 24 (22,548.28) 2,298.12
Total Equity 74,604.62 99,451.02

80
Standalone Balance Sheet as at March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
As at As at
Particulars Notes March 31,2022 March 31, 2021
Liabilities
Non-Current Liabilities
Financial liabilities
Lease Liabilities 6B 201.93 -
Borrowings 25 15,364.47 20,072.84
Other financial liabilities 26 4,465.38 4,363.37
Provisions 27 540.50 559.51
Contract Liabilities 28 2,202.91 4,882.17
Total Non-Current Liabilities 22,775.19 29,877.89

Current liabilities
Financial liabilities
Lease Liabilities 6B 36.60 -
Borrowings 29 82,462.97 63,515.80
Trade payables
a) Total outstanding dues of micro enterprises and small enterprises - -
b) T otal outstanding dues of creditors other than micro enterprises and small enterprises 30 15,873.15 22,611.54
Other financial liabilities 31 1,885.00 1,663.07
Other current liabilities 32 688.87 1,541.65
Contract Liabilities 33 5,934.02 8,076.27
Provisions 34 504.53 410.03

Total Current Liabilities 1,07,385.14 97,818.36

Total Liabilities 1,30,160.33 1,27,696.25

Total Equity and Liabilities 2,04,764.95 2,27,147.27

Summary of significant accounting policies 2

The accompanying notes are an integral part of the financial statements

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

81
Audited Statement of Profit and Loss
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

For the year ended For the year ended

Particulars Notes
March 31, 2022 March 31, 2021

Income

Revenue from operations 35 30,278.64 53,193.33

Other income 36 895.41 2,130.69

Total income 31,174.05 55,324.02

Expenses

Erection, Construction & Operation Expenses 37 24,866.50 51,463.44

Changes in inventories of finished goods, stock-in-trade and 38 248.20 76.66

work-in-progress

Employee benefits expense 39 3,682.27 3,576.44

Finance costs 40 11,568.38 10,655.75

Depreciation and amortization expense 41 574.85 544.86

Other expenses 42 4,495.61 6,146.30

Total expenses 45,435.81 72,463.45

Loss before exceptional items and tax (14,261.76) (17,139.43)

Exceptional items 43 (6,361.26) (1,149.11)

(Loss) before tax (20,623.02) (18,288.54)

Income tax expense 44

Current tax - -

Deferred tax 4,278.00 -

Total income tax expense 4,278.00 -

(Loss) for the year (24,901.02) (18,288.54)

82
Audited Statement of Profit and Loss
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

For the year ended For the year ended

Particulars Notes
March 31, 2022 March 31, 2021

Other Comprehensive Income

Other comprehensive income not to be reclassified to profit or

loss in subsequent periods

Re-measurement gains on defined benefit plans (Net of Taxes) 15.61 17.10

Fair Value of Equity Instruments through OCI (Net of Taxes) 39.01 2.51

Other Comprehensive Income for the year 54.62 19.61

Total Comprehensive Loss for the year (24,846.39) (18,268.93)

Earnings / (Loss) per share 45

Basic earnings /(loss) per share (`) (2.56) (1.88)

Diluted earnings /(loss) per share (`) (2.56) (1.88)

Face value per equity share (`) 10.00 10.00

Summary of significant accounting policies 2

The accompanying notes are an integral part of the financial statements

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

83
Statement of changes in equity for the
year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
(A) Equity share capital As at 31-03-2022 As at 31-03-2021
No. of shares Amount No. of shares Amount
Equity shares of Rs. 10 each issued,
subscribed and fully paid
Outstanding at the Beginning of the year 97,15,29,018 97,152.90 97,15,29,018 97,152.90
Add: Shares issued during the year - - - -
Outstanding at the End of the year 97,15,29,018 97,152.90 97,15,29,018 97,152.90

(B) Other equity

Components of Other
Reserve and surplus
Comprehensive Income
Re-
Equity
measurement
Particulars Securities instruments Total
General Capital Retained gains/ (losses)
premium through Other
reserve reserve earnings on defined
account Comprehensive
benefit plans
Income
(Net of Tax)

Balance as at 1 April 2021 1,91,225.43 561.93 12.92 (1,89,616.01) 144.35 (30.50) 2,298.12
Loss for the year - - - (24,901.02) - - (24,901.02)
Other comprehensive income - - - - 15.61 39.01 54.62
Total other comprehensive 1,91,225.43 561.93 12.92 (2,14,517.03) 159.96 8.51 (22,548.28)
loss for the year

Issue of Equity shares - - - - - - -

Balance as at 31 March 2022 1,91,225.43 561.93 12.92 (2,14,517.03) 159.96 8.51 (22,548.28)

Summary of significant accounting policies 2

The accompanying notes are an integral part of the financial statements

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

84
Statement of cash flows for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
Particulars Year ended Year ended
2021-22 2020-21
Cash flow from operating activities
Loss before tax (20,623.02) (18,288.54)
Adjustments for:
Depreciation and amortization expenses 574.85 544.86
Provision for Gratuity 124.63 122.92
Provision for Compensated Absences 150.81 (52.39)
Provision for doubtful receivables and advances 1,831.49 2,036.42
Bad debts written-off 103.35 -
Finance cost 12,530.97 12,644.95
Interest income (856.49) (1,643.29)
Liabilities written back (38.92) (476.04)
Gain on sale of fixed assets - (1.36)
Impairment loss allowance on contract assets and receivables 6,361.25 1,149.11
Operating Profit / (Loss) before working capital changes 158.92 (3,963.35)

Changes in working capital

Decrease in trade payables (6,699.48) (6,537.42)
Decrease in inventories 248.20 76.66
Decrease in trade receivables 5,074.86 7,103.68
Decrease in loans and advances 2,781.95 1,387.74
Decrease in other liabilities (852.78) (3,100.57)
Decrease in contract liabilities (4,821.53) -
Decrease in Short Term provisions (56.31) (97.43)
Decrease in Long Term provisions (143.65) (201.36)
Increase in other financial liabilties 323.93 818.12
Decrease in other financial assets 46.73 2,123.85
(Increase) / Decrease in other current assets 2,246.86 (1,990.06)
Increase / (Decrease) in Contract Assets (3,386.58) -
Decrease in assets held for sale - 107.30
Cash (used in) / from operations (5,078.88) (4,272.84)
Income tax paid / (refund) (1,915.20) (410.34)
Net cash (used in) / from operating activities (A) (6,994.08) (4,683.18)

Cash flow from Investing activities

Payment for property, plant and equipment and intangible assets 14.89 (628.89)
Movement in Bank balances not considered as Cash and cash equivalents (Net) (479.39) 2,018.52
Proceeds from sale/ disposal of fixed assets - 606.95
Interest received 578.52 119.66
Net cash flow from investing activities (B) 114.02 2,116.24

85
Statement of cash flows for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

Particulars Year ended Year ended

2021-22 2020-21

Cash flow from Financing activities

Proceeds from Short term borrowings (net) 6,839.26 13,629.85
Repayment of Long term borrowings - (549.86)
Interest and Finance Charges Paid - (10,560.95)
Repayment of finance lease obligation (36.60) -
Net cash flow from financing activities (C) 6,802.66 2,519.04

Net increase in cash and cash equivalents (A+B+C) (77.41) (47.90)

Cash and cash equivalents at the beginning of the year 625.68 673.58
Cash and cash equivalents at the end of the year 548.27 625.68

Cash and cash equivalents comprise

Cash and cash equivalents as per Balance Sheet 2,935.76 3,492.56
Less: Other Bank balances disclosed separately under Note -19 (2,387.49) (2,866.88)
548.27 625.68

Summary of significant accounting policies 2

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

86
Notes forming part of the Financial Statements
for the year ended March 31, 2022
1 General Information Rules, 2015 and amendments thereof issued
by Ministry of Corporate Affairs in exercise of
Shriram EPC Limited (the “Company” or “SEPC”)
the powers conferred by section 133 of the
which is a part of the Shriram EPC Group has diverse
Companies Act, 2013. In addition, the guidance
interests across Project Engineering & Construction.
notes/announcements issued by the Institute
The company provides end-to-end solutions to
of Chartered Accountants of India (ICAI) are
engineering challenges, offering multi disciplinary
also applied except where compliance with
design, engineering, procurement, construction and
other statutory promulgations require a different
project management services. SEPC is focused on
treatment. These financial statements have been
providing turnkey solutions for ferrous & non ferrous,
approved for issue by the Board of Directors at its
cement, aluminum, copper and thermal power plants,
meeting held on June 24, 2022.
water treatment & transmission, renewable energy,
cooling towers & material handling. (b) Basis of measurement
The Company along with the Joint operators enters  The financial statements have been prepared on
into contracts with the customers for execution of the a historical cost convention on accrual basis,
projects. The Company’s share as per such contracts except certain financial assets and liabilities
is listed below. However, the Company as a Joint measured at fair value (Refer Accounting Policy
operator, recognises assets, liabilities, income and No. 2.15 on financial instruments).
expenditure held/incurred jointly with other partners
All assets and liabilities have been classified as
in proportion to its interest in such joint arrangements
current or non-current as per the Company’s
in compliance with applicable accounting standards
operating cycle and other criteria set out in
taking into account the related rights and obligations
the Schedule III to the Companies Act, 2013.
applicable in the respective jointly controlled
The normal operating cycle of the entity for
operations.
Construction contracts is the duration of 2 to 3
Joint operators % of SEPC’s Share years depending on each contract.

Larsen & Toubro limited 10% (c) Presentation of financial statements

shriram EPC JV The Balance Sheet and the Statement of Profit
Shriram EPC Eurotech 100% and Loss are prepared and presented in the format
Environment Pvt Ltd - JV* prescribed in the Schedule III to the Companies
SEPC DRS ITPL JV* 100% Act, 2013 (“the Act”). The statement of cash
flows has been prepared and presented as per
Mokul Shriram EPC JV* 50%
the requirements of Ind AS 7 “Statement of Cash
*Unincorporated Joint Ventures flows”. The disclosure requirements with respect
to items in the Balance Sheet and Statement of
2 Significant accounting policies Profit and Loss, as prescribed in the Schedule III
Significant accounting policies adopted by the to the Act, are presented by way of notes forming
company are as under: part of the financial statements along with the
other notes required to be disclosed under the
2.1 Basis of Preparation of Financial Statements notified Accounting Standards and the SEBI
The financial statements have been prepared (Listing Obligations and Disclosure Requirements)
using significant accounting policies and Regulations, 2015.
measurement basis summarised below. These 
Amounts in the financial statements are
were used throughout all periods presented in the presented in Indian Rupees in Lakhs rounded off
financial statements. to two decimal places as permitted by Schedule
(a) Statement of Compliance with Ind AS III to the Companies Act, 2013. Per share data
are presented in Indian Rupees to two decimal
The Company’s financial statements have been places.
prepared in accordance with the provisions
of the Companies Act, 2013 and the Indian (d) Use of estimates
Accounting Standards (“Ind AS”) notified under 
The preparation of financial statements in
the Companies (Indian Accounting Standards) conformity with Ind AS requires the Management

87
 to make estimate and assumptions that affect the asset, as appropriate, only when it is probable
reported amount of assets and liabilities as at the that future economic benefits associated with
Balance Sheet date, reported amount of revenue the item will flow to the Company and the cost of
and expenses for the year and disclosures of the item can be measured reliably. The carrying
contingent liabilities as at the Balance Sheet amount of any component accounted for as a
date. The estimates and assumptions used in the separate asset is derecognized when replaced.
accompanying financial statements are based All other repairs and maintenance are charged to
upon the Management’s evaluation of the relevant Statement of Profit and Loss during the year in
facts and circumstances as at the date of the which they are incurred.
financial statements. Actual results could differ

Advances paid towards the acquisition of
from these estimates. Estimates and underlying
property, plant and equipment outstanding at
assumptions are reviewed on a periodic basis.
each balance sheet date is classified as capital
Revisions to accounting estimates include useful
advances under other non-current assets and the
lives of property, plant and equipment & intangible
cost of assets not put to use before such date are
assets, allowance for expected credit loss, future
disclosed under ‘Capital work-in-progress’.
obligations in respect of retirement benefit plans,
expected cost of completion of contracts, fair Depreciation methods, estimated useful lives
value measurement, etc. Difference, if any,
The Company depreciates property, plant and
between the actual results and estimates is
equipment over their estimated useful lives using
recognised in the period in which the results are
the straight line method. The estimated useful
known. Refer Note 3 for detailed discussion on
lives of assets are as follows:
estimates and judgements.
(e) Interests in Joint Operations Property, plant and Useful Life
equipment
When the Company has joint control of the
arrangement based on contractually determined Leasehold improvement* Lease period or life
right to the assets and obligations for liabilities, of asset whichever is
it recognises such interests as joint operations. lower
Joint control exists when the decisions about Plant & Machinery 2 to 4 years
the relevant activities require unanimous consent Furniture and fixtures 10 years
of the parties sharing the control. In respect of
its interests in joint operations, the Company Office equipment 5 years
recognises its share in assets, liabilities, income Computers:
and expenses line-by-line in the standalone - Servers 6 years
financial statements of the entity which is party
- End user devices such 3 years
to such joint arrangement which then becomes
as laptops, desktops
part of the consolidated financial statements
of the Group when the financial statements of * Leasehold improvements are amortized over the
the Holding Company and its subsidiaries are lease period, which corresponds with the useful lives
combined for consolidation. of the assets.
2.2 Property, plant and equipment (PPE) Based on the technical experts assessment of
useful life, certain items of property plant and
Property, plant and equipment is recognised
equipment are being depreciated over useful
when it is probable that future economic benefits
lives different from the prescribed useful lives
associated with the item will flow to the company
under Schedule II to the Companies Act, 2013.
and the cost of the item can be measured reliably.
Management believes that such estimated useful
PPE are stated at original cost net of taxes/
lives are realistic and reflect fair approximation of
duty credits availed, if any less accumulated
the period over which the assets are likely to be
depreciation and cumulative impairment, if
used.
any. PPE acquired on hire purchase basis are
recognised at their cash values. Cost includes Depreciation on addition to property plant and
professional fees related to the acquisition of equipment is provided on pro-rata basis from
PPE and for qualifying assets, borrowing costs the date of acquisition. Depreciation on sale/
capitalised in accordance with the company’s deduction from property plant and equipment
accounting policy. is provided up to the date preceding the date of
sale, deduction as the case may be. Gains and
Subsequent costs are included in the asset’s
losses on disposals are determined by comparing
carrying amount or recognized as a separate

88
 proceeds with carrying amount. These are currency at the date of the transaction. Gains/
included in Statement of Profit and Loss under Losses arising out of fluctuation in foreign
‘Other Income’. exchange rate between the transaction date and
settlement date are recognised in the Statement
Depreciation methods, useful lives and residual
of Profit and Loss.
values are reviewed periodically at each
financial year end and adjusted prospectively, as All monetary assets and liabilities in foreign
appropriate. Freehold land is not depreciated. currencies are restated at the year end at the
exchange rate prevailing at the year end and
2.3 Intangible Assets
the exchange differences are recognised in the

Intangible assets are recognised when it is Statement of Profit and Loss.
probable that the future economic benefits
Non-monetary items that are measured in terms
that are attributable to the asset will flow to
of historical cost in a foreign currency are not
the enterprise and the cost of the asset can be
retranslated.
measured reliably. Intangible assets are stated at
original cost, net of tax/duty credits availed, if any 2.5 Fair value measurement
less accumulated amortization and cumulative
The Company maintains accounts on accrual
impairment. Admininstrative and other general
basis following the historical cost convention,
overhead expenses that are specifically
except for certain financial instruments that are
attributable to the acquisition of intangible assets
measured at fair value in accordance with Ind AS
are allocated and capitalized as part of cost of the
and certain items of property, plant and equipment
intangible asset.
that were revalued in earlier years in accordance
The Company amortized intangible assets over with the I-GAAP principles. The carrying value of
their estimated useful lives using the straight line all the items of property, plant and equipment as
method. The estimated useful lives of intangible on date of transition is considered as the deemed
assets are as follows: cost.
Fair value is the price that would be received to sell
Intangible assets: an asset or paid to transfer a liability in an orderly
transaction between market participants at the
Technical know how 5 to 10 years measurement date. The fair value measurement
Computer Software 5 years is based on the presumption that the transaction
to sell the asset or transfer the liability takes place
As at the end of each accounting year, the
either:
Company reviews the carrying amounts of its
PPE and Intangible Assets to determine whether  
In the principal market for the asset or
there is any indication that those assets have liability, or
suffered an impairment loss. If such indication
 In the absence of a principal market, in the
exists, the PPE and Intangible Assets are tested
most advantageous market for the asset or
for impairment, so as to determine the impairment
liability accessible to the Company.
loss, if any. Goodwill and Intangible Assets with
indefinite life are tested for impairment each year. The Company uses valuation techniques that
are appropriate in the circumstances and for
2.4 Foreign Currency Transactions
which sufficient data are available to measure fair
(a) Functional and presentation currency value, maximizing the use of relevant observable
inputs and minimizing the use of unobservable
Items included in the financial statements are
inputs. The Company’s management determines
measured using the currency of the primary
the policies and procedures for fair value
economic environment in which the entity
measurement.
operates (‘the functional currency’). The financial
statements are presented in Indian rupee 
Fair value measurements under Ind AS are
(INR), which is the Company’s functional and categorised as below based on the degree to
presentation currency. which the inputs to the fair value measurements
are observable and the significance of the inputs
(b) Transactions and balances
to the fair value measurement in its entirety:

On initial recognition, all foreign currency
 Level 1 inputs are quoted prices (unadjusted)
transactions are recorded by applying to the
in active markets for identical assets or
foreign currency amount the exchange rate
liabilities that the company can access at
between the functional currency and the foreign
measurement date;

89
  Level 2 inputs are inputs, other than quoted 2. Determining the expected losses, which are
prices included in level 1, that are observable recognised in the period in which such losses
for the asset or liability, either directly or become probable based on the expected total
indirectly; and contract cost as at the reporting date.
 Level 3 inputs are unobservable inputs for the 
B. Revenue from construction contracts/
valuation of assets/liabilities project related activity and contracts for supply/
commissioning of complex plant and equipment
2.6 Revenue Recognition
is recognised as follows:

A. The Company recognises revenue from

Fixed price contracts: Contract revenue is
contracts with customers when it satisfies a
recognised only to the extent of cost incurred
performance obligation by transferring promised
till such time the outcome of the job cannot be
good or service to a customer. The revenue is
ascertained reliably subject to condition that it
recognised to the extent of transaction price
is probable the such cost will be recoverable.
allocated to the performance obligation satisfied.
When the outcome of the contract is ascertained
Performance obligation is satisfied over time
reliably, contract revenue is recognised at
when the transfer of control of asset (good or
cost of work performed on the contract plus
service) to a customer is done over time and in
proportionate margin, using the percentage of
other cases, performance obligation is satisfied
completion method. Percentage of completion is
at a point in time. For performance obligation
the proportion of cost of work performed to date
satisfied over time, the revenue recognition
to the total estimated contracts cost.
is done by measuring the progress towards
complete satisfaction of performance obligation. The estimated outcome of a contract is considered
The progress is measured in terms of a proportion reliable when all the following conditions are
of actual cost incurred to-date, to the total satisfied:
estimated cost attributable to the performance
(i) The amount of revenue can be measured
obligation.
reliably;
Transaction price is the amount of consideration
(ii) It is probable that the economic benefits
to which the Company expects to be entitled in
associated with the contract will flow to the
exchange for transferring good or service to a
company;
customer excluding amounts collected on behalf
of a third party. Variable consideration is estimated (iii) The stage of completion of the contract at
using the expected value method or most likely the end of the reporting period can be measured
amount as appropriate in a given circumstance. reliably; and
Payment terms agreed with a customer are as
(iv) The costs incurred or to be incurred in respect
per business practice and there is no financing
of the contract can be measured reliably.
component involved in the transaction price.
Costs to obtain a contract which are incurred Expected loss, if any, on a contract is recognised
regardless of whether the contract was obtained as expense in the period in which it is foreseen,
are charged-off in Statement of Profit and Loss irrespective of the stage of completion of the
immediately in the period in which such costs are contract.
incurred. Incremental costs of obtaining a contract,
For contracts where progress billing exceeds the
if any, and costs incurred to fulfil a contract are
aggregate of contract costs incurred to-date and
amortised over the period of execution of the
recognised profits (or recognised losses, as the
contract in proportion to the progress measured
case may be), the surplus is shown as the amount
in terms of a proportion of actual cost incurred
due to customers. Amounts received before the
to-date, to the total estimated cost attributable to
related work is performed are disclosed in the
the performance obligation.
Balance sheet as a liability towards advance
Significant judgements are used in: received. Amounts billed for work performed
but yet to be paid by the customer are disclosed
1. Determining the revenue to be recognised in
in the Balance sheet as trade receivables. The
case of performance obligation satisfied over
amount of retention money due form customers
a period of time; revenue recognition is done
within the next twelve months are classified under
by measuring the progress towards complete
other current assets as Trade Receivable.
satisfaction of performance obligation. The
progress is measured in terms of a proportion of 
Revenue from contracts from rendering
actual cost incurred to-date, to the total estimated engineering design services and other services
cost attributable to the performance obligation. which are directly related to construction of an

90
 asset is recognised on the same basis as stated determined using tax rates (and laws) that have
in (B) above. been enacted or substantially enacted by the end
of the year and are expected to apply when the
Other Operational Revenue

related deferred income tax asset is realised or
Other Operational Revenue represents income the deferred income tax liability is settled.
earned from activities incidental to the business

Deferred tax assets are recognised for all
and is recognized when the right to receive income
deductible temporary differences and unused
is established as per the terms of contract.
tax losses only if it is probable that future
Other Income
 taxable amounts will be available to utilize those
temporary differences and losses.
Interest Income is recognised on a basis of
effective interest method as set out in Ind AS 109, 
Management periodically evaluates positions
Financial Instruments, and where no significant taken in tax returns with respect to situations
uncertainty as to measurability or collectability in which applicable tax regulation is subject to
exists. interpretation. It establishes provisions where
appropriate on the basis of amounts expected to
Dividend income is accounted in the period in
be paid to the tax authorities
which the right to receive the same is established.
Deferred tax assets and liabilities are offset when
Other items of income are accounted as and
there is a legally enforceable right to offset current
when the right to receive such income arises and
tax assets and liabilities and when the deferred tax
it is probable that the economic benefits will flow
balances relate to the same taxation authority.”
to the company and the amount of income can be
measured reliably. 
Current and deferred tax is recognized in
Statement of Profit and Loss, except to the
2.7 Taxes
extent that it relates to items recognised in other
Tax expense for the year, comprising current tax comprehensive income or directly in equity.
and deferred tax, are included in the determination In this case, the tax is also recognised in other
of the net profit or loss for the year. comprehensive income or directly in equity,
respectively.
(a) Current income tax
2.8 Leases
Current tax assets and liabilities are measured
at the amount expected to be recovered or paid The Indian accounting standard on lease (Ind
to the taxation authorities. The tax rates and tax AS 116) requires entity to determine whether a
laws used to compute the amount are those that contract is or contains a lease at inception of the
are enacted or substantively enacted, at the year contract.
end date. Current tax assets and tax liabilities are
Ind AS 116 requires lessee to recognise a liability
offset where the entity has a legally enforceable
to make lease payments and an asset representing
right to offset and intends either to settle on a net
the right–of-use asset during the lease term for
basis, or to realize the asset and settle the liability
all leases except for short term leases and leases
simultaneously.
of low-value assets, if they choose to apply such
The Company has not opted to exercise the option exemptions
under section 115BAA of the income tax 1961,
Payments associated with short-term leases and
as introduced by the taxation laws (Amendment)
low value assets are recognized as expenses in
ordinance, 2019 and decided to continue with the
profit or loss. Short-term leases are leases with a
existing rate of tax for the purpose of deferred tax
lease term of 12 months or less.
computation.
At the commencement date, Company recognise
(b) Deferred tax
a right-of-use asset measured at cost and a lease
“Deferred income tax is provided in full, using liability measured at the present value of the lease
the balance sheet approach, on temporary payments that are not paid at that date. The lease
differences arising between the tax bases of payments shall be discounted using the interest
assets and liabilities and their carrying amounts in rate implicit in the lease, if that rate can be
financial statements. Deferred income tax is also readily determined. If that rate cannot be readily
not accounted for if it arises from initial recognition determined, the lessee shall use the lessee’s
of an asset or liability in a transaction other than incremental borrowing rate
a business combination that at the time of the
The cost of the right-of-use asset comprised of,
transaction affects neither accounting profit nor
the amount of the initial measurement of the lease
taxable profit (tax loss). Deferred income tax is

91
 liability, any lease payments made at or before the future cash flows are discounted to their present
commencement date, less any lease incentives value using a pre-tax discount rate that reflects
received current market assessments of the time value
of money and the risks specific to the asset. For
At the commencement date, the lease payments
the purpose of impairment testing, assets are
included in the measurement of the lease
grouped together into the smallest group of assets
liability comprise (a) fixed payments less any
that generates cash in flows from continuing use
lease incentives receivable; (b) variable lease
that are largely independent of the cash inflows
payments that depend on an index or a rate,
of other assets or groups of assets (the “cash-
initially measured using the index or rate as at
generating unit”).
the commencement date (c) amounts expected
to be payable by the lessee under residual value 2.11 Provisions and contingent liabilities
guarantees;(d) the exercise price of a purchase
Provisions are recognized when there is a present
option if the lessee is reasonably certain to
obligation as a result of a past event, it is probable
exercise that option and (e) payments of penalties
that an outflow of resources embodying economic
for terminating the lease, if the lease term reflects
benefits will be required to settle the obligation
the lessee exercising an option to terminate the
and there is a reliable estimate of the amount of
lease.
the obligation. Provisions are measured at the
Depreciation on Right-of-use asset is recognised best estimate of the expenditure required to settle
in statement of profit and Loss on a straight line the present obligation at the Balance sheet date.
basis over the period of lease and the Company
If the effect of the time value of money is material,
separately recognises interest on lease liability
provisions are discounted using a current pre-
as a component of finance cost in statement of
tax rate that reflects, when appropriate, the risks
Profit and Loss.
specific to the liability. When discounting is used,
2.9 Exceptional items the increase in the provision due to the passage
of time is recognized as a finance cost.
An item of income or expense which by its size,
type or incidence requires disclosure in order to Contingent liabilities are disclosed when there is
improve an understanding of the performance a possible obligation arising from past events,
of the Company is treated as an exceptional the existence of which will be confirmed only
item and the same is disclosed in the notes to by the occurrence or non occurrence of one or
accounts. more uncertain future events not wholly within the
control of the Company or a present obligation
2.10 Impairment of non-financial assets
that arises from past events where it is either

The Company assesses at each year end not probable that an outflow of resources will
whether there is any objective evidence that a be required to settle or a reliable estimate of the
non financial asset or a group of non financial amount cannot be made.
assets is impaired. If any such indication exists,
Provisions, contingent liabilities and contingent
the Company estimates the asset’s recoverable
assets are reviewed at each Balance Sheet
amount and the amount of impairment loss.
date. Where the unavoidable costs of meeting
An impairment loss is calculated as the difference the obligations under the contract exceed the
between an asset’s carrying amount and economic benefits expected to be received
recoverable amount. Losses are recognized under such contract, the present obligation under
in Statement of Profit and Loss and reflected the contract is recognised and measured as a
in an allowance account. When the Company provision.
considers that there are no realistic prospects
2.12 Commitments
of recovery of the asset, the relevant amounts
are written off. If the amount of impairment loss Commitments are future liabilities for contractual
subsequently decreases and the decrease can be expenditure, classified and disclosed as follows:
related objectively to an event occurring after the
a) estimated amount of contracts remaining to be
impairment was recognised, then the previously
executed on capital account and not provided
recognised impairment loss is reversed through
for;
Statement of Profit and Loss.

b) 
uncalled liability on shares and other
The recoverable amount of an asset or cash-
investments partly paid;
generating unit (as defined below) is the greater
of its value in use and its fair value less costs 
c) 
funding related commitment to subsidiary,
to sell. In assessing value in use, the estimated associate and joint venture companies; and

92
 d) other non-cancellable commitments, if any, to the a) at amortized cost; or
extent they are considered material and relevant in
b) at fair value through other comprehensive

the opinion of management.
income; or
2.13 Cash and cash equivalents
c) at fair value through profit or loss.

Cash and cash equivalent in the balance sheet The classification depends on the entity’s
comprise cash at banks, cash on hand, cheques business model for managing the financial assets
in transit and demand deposits with banks. and the contractual terms of the cash flows.
For the purposes of the cash flow statement, Cash
Amortized cost: Assets that are held for collection
and Cash equivalents are short-term balances
of contractual cash flows where those cash
(with an original maturity of three months or
flows represent solely payments of principal and
less from the date of acquisition), highly liquid
interest are measured at amortized cost. Interest
investments that are readily convertible into
income from these financial assets is included in
known amounts of cash and which are subject to
finance income using the effective interest rate
insignificant risk of changes in value.
method (EIR).
2.14 Statement of Cash Flows:
Fair value through other comprehensive income
Statement of Cash Flows is prepared segregating (FVOCI): Assets that are held for collection
the cash flows into operating, investing and of contractual cash flows and for selling the
financing activities. Cash flow from operating financial assets, where the assets’ cash flows
activities is reported using indirect method, represent solely payments of principal and
adjusting the net profit for the effects of : interest, are measured at fair value through other
comprehensive income (FVOCI). Movements
i. 
changes during the period in inventories and
in the carrying amount are taken through OCI,
operating receivables and payables transactions
except for the recognition of impairment gains
of a non-cash nature;
or losses, interest revenue and foreign exchange
ii. non-cash items such as depreciation, provisions, gains and losses which are recognized in
deferred taxes, unrealised foreign currency Statement of Profit and Loss. When the financial
gains and losses, and undistributed profits of asset is derecognized, the cumulative gain or
associates; and loss previously recognized in OCI is reclassified
from equity to Statement of Profit and Loss
iii. 
all other items for which the cash effects are
and recognized in other gains/ (losses). Interest
investing or financing cash flows.
income from these financial assets is included
2.15 Financial instruments in other income using the effective interest rate
method.
A financial instrument is any contract that gives
rise to a financial asset of one entity and a Fair value through profit or loss: Assets that do
financial liability or equity instrument of another not meet the criteria for amortized cost or FVOCI
entity. are measured at fair value through profit or loss.
Interest income from these financial assets is
(a) Financial assets
included in other income.
(i) Initial recognition and measurement

The company has currently excercised
At initial recognition, financial asset is measured the irrevocable option to present in Other
at its fair value plus, in the case of a financial comprehensive Income , subsequent changes
asset not at fair value through profit or loss, in the Fair value of Equity Instruments. Such
transaction costs that are directly attributable to an election has been made on instrument-by-
the acquisition of the financial asset. Transaction instrument basis. The classification is made on
costs of financial assets carried at fair value initial recognition and is irrevocable.
through profit or loss are expensed in the
(iii) Impairment of financial assets
Statement of Profit and Loss.

In accordance with Ind AS 109, Financial
(ii) Subsequent measurement
Instruments, the Company applies expected

For purposes of subsequent measurement, credit loss (ECL) model for measurement and
financial assets are classified in following recognition of impairment loss on financial assets
categories: that are measured at amortized cost and FVOCI.

93
 For recognition of impairment loss on financial entity has not transferred substantially all risks
assets and risk exposure, the Company and rewards of ownership of the financial asset,
determines that whether there has been a the financial asset is not derecognized.
significant increase in the credit risk since initial
(b) Financial liabilities
recognition. If credit risk has not increased
significantly, 12-month ECL is used to provide (i) Initial recognition and measurement
for impairment loss. However, if credit risk has

Financial liabilities are classified, at initial
increased significantly, lifetime ECL is used. If in
recognition, as financial liabilities at fair value
subsequent years, credit quality of the instrument
through profit or loss and at amortized cost, as
improves such that there is no longer a significant
appropriate.
increase in credit risk since initial recognition,
then the entity reverts to recognizing impairment All financial liabilities are recognized initially at
loss allowance based on 12 month ECL. fair value and, in the case of borrowings and
payables, net of directly attributable transaction
Life time ECLs are the expected credit losses
costs.
resulting from all possible default events over the
expected life of a financial instrument. The 12 (ii) Subsequent measurement
month ECL is a portion of the lifetime ECL which
The measurement of financial liabilities depends
results from default events that are possible
on their classification, as described below:
within 12 months after the year end.
Financial liabilities at fair value through profit
ECL is the difference between all contractual cash
or loss
flows that are due to the Company in accordance
with the contract and all the cash flows that Financial liabilities at fair value through profit or
the entity expects to receive (i.e. all shortfalls), loss include financial liabilities held for trading
discounted at the original EIR. When estimating and financial liabilities designated upon initial
the cash flows, an entity is required to consider recognition as at fair value through profit or
all contractual terms of the financial instrument loss. Separated embedded derivatives are also
(including prepayment, extension etc.) over the classified as held for trading unless they are
expected life of the financial instrument. However, designated as effective hedging instruments.
in rare cases when the expected life of the Gains or losses on liabilities held for trading are
financial instrument cannot be estimated reliably, recognized in the Statement of Profit and Loss.
then the entity is required to use the remaining
contractual term of the financial instrument. Loans and borrowings



ECL impairment loss allowance (or reversal) After initial recognition, interest-bearing loans
recognized during the year is recognized as and borrowings are subsequently measured
income/expense in the statement of profit and at amortized cost using the EIR method. Gains
loss. In balance sheet, ECL for financial assets and losses are recognized in Statement of Profit
measured at amortized cost is presented as and Loss when the liabilities are derecognized
an allowance, i.e. as an integral part of the as well as through the EIR amortization process.
measurement of those assets in the balance Amortized cost is calculated by taking into
sheet. The allowance reduces the net carrying account any discount or premium on acquisition
amount. Until the asset meets write off criteria, the and fees or costs that are an integral part of the
Company does not reduce impairment allowance EIR. The EIR amortization is included as finance
from the gross carrying amount. costs in the Statement of Profit and Loss.
(iv) Derecognition of financial assets (iii) Derecognition
A financial asset is derecognized only when A financial liability is derecognized when the
obligation under the liability is discharged or
a) 
the rights to receive cash flows from the
cancelled or expires. When an existing financial
financial asset is transferred or
liability is replaced by another from the same
b) 
retains the contractual rights to receive the lender on substantially different terms, or the
cash flows of the financial asset, but assumes terms of an existing liability are substantially
a contractual obligation to pay the cash flows modified, such an exchange or modification
to one or more recipients. is treated as the derecognition of the original
Where the financial asset is transferred then in liability and the recognition of a new liability. The
that case financial asset is derecognized only if difference in the respective carrying amounts is
substantially all risks and rewards of ownership recognized in the Statement of Profit and Loss as
of the financial asset is transferred. Where the finance costs.

94
 (d) Offsetting financial instruments Company’s liability is actuarially determined
(using the Projected Unit Credit method) at the
Financial assets and liabilities are offset and
end of each year. Actuarial losses/gains are
the net amount is reported in the balance sheet
recognized in the other comprehensive income in
where there is a legally enforceable right to offset
the year in which they arise.
the recognized amounts and there is an intention
to settle on a net basis or realize the asset and 
Compensated Absences: Accumulated
settle the liability simultaneously. The legally compensated absences, which are expected
enforceable right must not be contingent on future to be availed or encashed within 12 months
events and must be enforceable in the normal from the end of the year are treated as short
course of business and in the event of default, term employee benefits. The obligation towards
insolvency or bankruptcy of the Company or the the same is measured at the expected cost of
counterparty. accumulating compensated absences as the
additional amount expected to be paid as a result
2.16 Employee Benefits
of the unused entitlement as at the year end.
(a) Short-term obligations Accumulated compensated absences, which
are expected to be availed or encashed
Liabilities for wages and salaries, including non-
beyond 12 months from the end of the year
monetary benefits that are expected to be settled
end are treated as other long term employee
wholly within 12 months after the end of the year
benefits. The Company’s liability is actuarially
in which the employees render the related service
determined (using the Projected Unit Credit
are recognized in respect of employees’ services
method) at the end of each year. Actuarial
up to the end of the year and are measured at the
losses/gains are recognized in the statement of
amounts expected to be paid when the liabilities
profit and loss in the year in which they arise.
are settled. The liabilities are presented as current
Leaves under define benefit plans can be
employee benefit obligations in the balance
encashed only on discontinuation of service by
sheet.
employee.
(b) Other long-term employee benefit obligations
The obligation is measured at the present value of
(i) Defined contribution plan the estimated future cash flows using a discount
rate based on the market yield on government
Provident Fund: Contribution towards provident
securities of a maturity period equivalent to the
fund is made to the regulatory authorities, where
weighted average maturity profile of the defined
the Company has no further obligations. Such
benefit obligations at the Balance Sheet date.
benefits are classified as Defined Contribution
Schemes as the Company does not carry any 2.17 Contributed equity
further obligations, apart from the contributions
Equity shares are classified as equity share
made on a monthly basis which are charged to
capital. Incremental costs directly attributable
the Statement of Profit and Loss.
to the issue of new shares or options are shown
Employee’s State Insurance Scheme: Contribution in equity as a deduction, net of tax, from the
towards employees’ state insurance scheme proceeds.
is made to the regulatory authorities, where
2.18 Earnings Per Share
the Company has no further obligations. Such
benefits are classified as Defined Contribution Basic earnings per share is calculated by dividing
Schemes as the Company does not carry any the net profit or loss for the year attributable to
further obligations, apart from the contributions equity shareholders by the weighted average
made on a monthly basis which are charged to number of equity shares outstanding during the
the Statement of Profit and Loss. year. Earnings considered in ascertaining the
Company’s earnings per share is the net profit
(ii) Defined benefit plans
or loss for the year after deducting preference
Gratuity: The Company provides for gratuity, dividends and any attributable tax thereto for
a defined benefit plan (the ‘Gratuity Plan”) the year. The weighted average number of equity
covering eligible employees in accordance with shares outstanding during the year and for all
the Payment of Gratuity Act, 1972. The Gratuity the years presented is adjusted for events, such
Plan provides a lump sum payment to vested as bonus shares, other than the conversion
employees at retirement, death, incapacitation of potential equity shares, that have changed
or termination of employment, of an amount the number of equity shares outstanding,
based on the respective employee’s salary. The without a corresponding change in resources.

95
 For the purpose of calculating diluted earnings required to determine the amount of deferred tax
per share, the net profit or loss for the year assets that can be recognized, based upon the
attributable to equity shareholders and the likely timing and the level of future taxable profits
weighted average number of shares outstanding together with future tax planning strategies.
during the year is adjusted for the effects of all
(b) 
Defined benefit plans (gratuity benefits and
dilutive potential equity shares.
leave encashment)
2.19 Inventory- (Contract Work in progress)
The cost of the defined benefit plans such as
Contract Work in progress are valued at cost gratuity and leave encashment are determined
or net realisable value, whichever is lower. Cost using actuarial valuations. An actuarial valuation
comprises all direct development expenditure. involves making various assumptions that may
2.20 Non-Current Assets held for Sale differ from actual developments in the future.
These include the determination of the discount
Non-current assets are classified as held for sale if
their carrying amount is intended to be recovered rate, future salary increases and mortality rates.
principally through a sale (rather than through Due to the complexities involved in the valuation
continuing use) when the asset is available for and its long-term nature, a defined benefit
immediate sale in its present condition subject obligation is highly sensitive to changes in these
only to terms that are usual and customary for assumptions. All assumptions are reviewed at
sale of such asset and the sale is highly probable each year end.
and is expected to qualify for recognition as a
completed sale within one year from the date The principal assumptions are the discount and
of classification. Non-current assets classified salary growth rate. The discount rate is based
as held for sale are measured at lower of their upon the market yields available on government
carrying amount and fair value less costs to sell. bonds at the accounting date with a term that
matches that of liabilities. Salary increase rate
3 Significant accounting judgements, estimates and
assumptions takes into account of inflation, seniority, promotion
and other relevant factors on long term basis.
The preparation of financial statements requires
management to make judgements, estimates and (c) Construction Contracts
assumptions that affect the reported amounts of 
Recognizing construction contract revenue
revenues, expenses, assets and liabilities, and the
requires significant judgement in determining
accompanying disclosures, and the disclosure
actual work performed and the estimated costs
of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes to complete the work, provision for rectification
that require a material adjustment to the carrying costs, variation claims etc.
amount of assets or liabilities affected in future years. (d) Recognition of deferred tax assets
4 Estimates and assumptions
The extent to which deferred tax assets can be
The key assumptions concerning the future and other recognized is based on an assessment of the
key sources of estimation uncertainty at the year end probability that future taxable income will be
date, that have a significant risk of causing a material available against which the deductible temporary
adjustment to the carrying amounts of assets and differences and tax loss carryforwards can be
liabilities within the next financial year, are described utilized. In addition, significant judgment is
below. The Company based its assumptions and
required in assessing the impact of any legal or
estimates on parameters available when the financial
economic limits or uncertainties in various tax
statements were prepared. Existing circumstances and
assumptions about future developments, however, jurisdictions.
may change due to market changes or circumstances (e) Going Concern
arising that are beyond the control of the Company.
Such changes are reflected in the assumptions when The Company has incurred net loss of 24,901.02
they occur. Lakhs during the year ended March 31, 2022
and as of that date has accumulated losses
(a) Taxes
aggregating 2,14,517.03 Lakhs which has
Deferred tax assets are recognized for unused tax resulted in substantial erosion of its net worth.
losses to the extent that it is probable that taxable The Company is in default to its lenders and the
profit will be available against which the losses can lenders have categorised the Company`s account
be utilized. Significant management judgment is
as Non- Performing Asset and one of the financial

96
 creditor filed an NCLT case against the Company. MCA amended the Companies (Indian Accounting
Resolution Plan submitted in accordance with the Standards) Amendment Rules, 2022, as below.
requirement set out in the circular issued by the
Ind AS 16 – Property Plant and equipment - The
Reserve Bank of India No RBI/20119/203DBR.
amendment clarifies that excess of net sale proceeds
No>BP.BC.45/21.04.048./2018-19 dated June
of items produced over the cost of testing, if any, shall
07, 2019 has been approved by the lenders with
not be recognised in the profit or loss but deducted
super majority on March 25, 2022. Subsequent
from the directly attributable costs considered as part
to year end on June 22, 2022, the Company has
of cost of an item of property, plant, and equipment.
entered into Master Restructuring Agreement
(MRA) to give effect to the resolution plan. The effective date for adoption of this amendment is
Based on the MRA all over dues are scheduled annual periods beginning on or after April 1, 2022. The
to be paid. With these positive developments Company has evaluated the amendment and there is
by implementing the resolution plan, underlying no impact on its financial statements.
strength of the Company’s business plans and Ind AS 37 – Provisions, Contingent Liabilities and
future growth outlook as assessed with existing Contingent Assets – The amendment specifies that
order book, the credit profile of the Company, the ‘cost of fulfilling’ a contract comprises the ‘costs
would improve resulting in it being able to meet that relate directly to the contract’. Costs that relate
its obligations in due course of time. Accordingly, directly to a contract can either be incremental costs
these financial statement are prepared on a going of fulfilling that contract (examples would be direct
concern basis. labour, materials) or an allocation of other costs that
5 Standards (including amendments) issued but not relate directly to fulfilling contracts (an example would
yet effective be the allocation of the depreciation charge for an
item of property, plant and equipment used in fulfilling
Recent Indian Accounting Standards (Ind AS) the contract). The effective date for adoption of this
Ministry of Corporate Affairs (“MCA”) notifies new amendment is annual periods beginning on or after
standards or amendments to the existing standards April 1, 2022, although early adoption is permitted.
under Companies (Indian Accounting Standards) The Company has evaluated the amendment and the
Rules as issued from time to time. On March 23, 2022, impact is not expected to be material.

97
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

6A Property, plant and equipment - Current Year

Gross block Depreciation Net block
Block of Assets As at Additions/ Deductions/ As at As at For the Deductions/ As at As at As at
1 April Adjustments Adjustments 31 March 1 April year Adjustments 31 March 31 March 31 March
2021 2022 2021 2022 2022 2021
Owned assets
Freehold land 241.50 - - 241.50 - - - - 241.50 241.50
Leasehold Improvements 350.15 - - 350.15 190.01 7.28 - 197.29 152.86 160.14
Buildings 146.86 - - 146.86 25.96 44.65 - 70.61 76.25 120.90
Plant and Machinery 5,750.29 - 172.57 5,577.72 1,996.75 459.74 172.50 2,283.98 3,293.75 3,753.54
Furniture and Fixtures 60.56 - - 60.56 37.27 6.46 - 43.73 16.83 23.29
Office Equipment 12.30 - - 12.30 10.81 0.65 - 11.47 0.83 1.49
Computers 171.11 14.97 95.15 90.93 124.25 16.61 95.15 45.71 45.22 46.86
Vehicle 51.75 - - 51.75 31.39 5.67 - 37.06 14.69 20.36
Total 6,784.52 14.97 267.72 6,531.77 2,416.44 541.05 267.65 2,689.84 3,841.93 4,368.08

Property, plant and equipment - Previous Year

Gross block Depreciation Net block
Block of Assets As at Additions/ Deductions/ As at As at For the Deductions/ As at As at As at
1 April Adjustments Adjustments 31 Mar 1 April year Adjustments 31 Mar 31 Mar 31 March
2020 2021 2020 2021 2021 2020
Owned assets
Freehold land 241.50 - - 241.50 - - - - 241.50 241.50
Leasehold Improvements 350.15 - - 350.15 190.01 - - 190.01 160.14 160.14
Buildings 147.49 - 0.63 146.86 21.64 4.95 0.63 25.96 120.90 125.85
Plant and Machinery 5,944.90 601.82 796.43 5,750.29 1,686.85 498.02 188.12 1,996.75 3,753.54 4,258.05
Furniture and Fixtures 60.56 - - 60.56 30.63 6.64 - 37.27 23.28 29.93
Office Equipment 26.10 0.37 14.17 12.30 23.89 1.09 14.17 10.81 1.49 2.21
Computers 145.24 25.87 - 171.11 102.90 21.35 - 124.25 46.86 42.33
Vehicle 53.20 0.83 2.28 51.75 24.90 8.76 2.28 31.39 20.36 28.30
Total 6,969.14 628.89 813.51 6,784.52 2,080.82 540.81 205.20 2,416.44 4,368.08 4,888.31

6B The details of the right-of-use asset held by the Company is as follows:

Particulars Building Total

Balance as at 1 April 2020 - -
Additions - -
Deletion - -
Depreciation - -
Balance as at 31 March 2021 - -
Additions 262.85 262.85
Deletion - -
Depreciation (29.76) (29.76)
Balance as at 31 March 2022 233.09 233.09

98
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

Set out below are the carrying amounts of lease liabilities and the movements during the period:
Particulars Building Total
Balance as at 1 April 2020 - -
Additions - -
Interest expense - -
Lease Payments - -
Balance as at 31 March 2021 - -
Additions 252.00 252.00
Interest expense 23.13 23.13
Lease Payments (36.60) (36.60)
Balance as at 31 March 2022 238.53 238.53

Break-up of current and non-current lease liabilities

Particulars 31st March 2022 31st March 2021
Current Lease Liabilities 36.60 -
Non-current Lease Liabilities 201.93 -

7 Intangible assets - Current Year

Gross block Depreciation Net block
Block of Assets As at Additions/ Deductions/ As at As at For the Deductions/ As at As at As at
1 April Adjustments Adjustments 31 March 1 April year Adjustments 31 March 31 March 31 March
2021 2022 2021 2022 2022 2021
Computer Software 43.12 - - 43.12 21.54 1.79 - 23.33 19.79 21.58
Technical Knowhow 54.22 - - 54.22 39.76 2.25 - 42.01 12.21 14.46
Total 97.34 - - 97.34 61.30 4.04 - 65.34 32.00 36.04

Intangible assets - Previous Year

Gross block Depreciation Net block
Block of Assets As at Additions/ Deductions/ As at As at For the Deductions/ As at As at As at
1 April Adjustments Adjustments 31 Mar 1 April year Adjustments 31 Mar 31 Mar 31 March
2020 2021 2020 2021 2021 2020
Computer Software 43.12 - - 43.12 19.75 1.79 - 21.54 21.58 23.37
Technical Knowhow 54.22 - - 54.22 37.51 2.25 - 39.76 14.46 16.71
Total 97.34 - - 97.34 57.26 4.04 - 61.30 36.04 40.08

99
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

8 Contract Assets As at As at
31 Mar 2022 31 Mar 2021

Contract Assets (Refer Note 8.1) 4,883.00 4,883.00

Less: Allowance for expected credit loss (926.98) (926.98)
Total 3,956.02 3,956.02

8.1 The Company entered into a contract in earlier years to construct Ammonia plant for Bharath Coal and Chemicals
Limited (BCCL). The project is stalled due to delays in statutory approvals. The net exposure in this project recorded
under Contract Assets is ` 3,956.02 Lakhs (March 31, 2021 - ` 3,956.02 Lakhs). Considering that BCCL is under
liquidation and do not have any financial creditor, management is of the view that BCCL will be in a position to settle
company’s dues in full on realisation of asset.

9 Financial Assets- Investments (Non Current) As at As at

31 March 2022 31 March 2021
Investment in equity instruments (fully paid-up)
(A) Investment in wholly owned Subsidiary carried at cost
1 Equity share (Previous year: 1 Equity share) of 150,000 AED in Shriram EPC 24.26 24.26
(FZE)

(B) Investment in Others - Equity investments at fair value through other

comprehensive income (FVOCI)
Quoted
386,526 Equity Shares (Previous year: 386,526 Equity Shares) of ` 10/- each fully 52.72 13.71
paid up in Orient Green Power Company Limited
Unquoted
Nil Equity shares (Previous year: 661,300 Equity shares) of ` 10/- each fully paid - 66.13
in Hexa Wind Farm Private Limited (Refer Note-9.1 & 49)

4,076,474 Equity shares (Previous year: 4,076,474 Equity Shares) of ` 10/- each 407.56 407.56
fully paid up in Leitwind Shriram Manufacturing Private Limited
Less: Provision for Diminition in value of Investments (407.56) (407.56)
52.72 79.84

Total ( A+B) 76.98 104.10

Aggregate book value of:

Quoted investments 52.72 13.71
Unquoted investments 24.26 90.39

100
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

As at As at
31 March 2022 31 March 2021
Aggregate Market value of:

Quoted investments 52.72 13.71

Unquoted investments 24.26 90.39

Aggregate amount of impairment in value of Investments 407.56 407.56

9.1 Based upon agreement with SVL Limited (Entity exercising significant influence over the Company) dated March 14,
2022, 661,300 Equity shares of Hexa Wind Farm Private Limited has been sold @ Rs.10 per share (Cost).

10 Non-Current Financial assets - Loans As at As at

31 March 2022 31 March 2021
Unsecured, considered good
-Considered Good 18,402.42 21,184.37
-Credit impaired 306.10 306.10
Less: Allowance for expected credit loss (306.10) (306.10)
18,402.42 21,184.37
Less: Allowance for expected credit loss (10,271.07) (10,271.07)
Total 8,131.35 10,913.30

10.1 Loans includes due from: As at As at

31 March 2022 31 March 2021
i) Related Parties:
Leitwind Shriram Manufacturing Private Limited (Net of provision of expected 477.77 3,201.62
credit loss Rs. 9,141.70 lakhs - March 31, 2021 Rs 9,141.70 lakhs) Refer (Note
10.2 & Note 49)
Bharath Wind Farm Pvt Ltd (Refer Note 49) - 4.71

10.2 Financial Assets Loans (Non Current) include Rs. 477.77 Lakhs (March 31, 2021: Rs. 3,201.62 Lakhs) due from
Leitwind Shriram Manufacturing Pvt Limited (LSML) (a related party). During the year loan amounting to Rs. 2,723.85
Lakhs has been taken over by SVL Limited (Entity exercising significant influence over the Company). Remaining
loan amounting to Rs. 477.77 Lakhs has been taken over subsequent to the year end.

101
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

11 Non Current - Trade receivables As at As at

31 March 2022 31 March 2021
Trade Receivables - Retention Money
-Considered Good 18,768.50 21,015.14
-Credit impaired 2,267.44 1,219.69
Less: Allowance for expected credit loss (2,267.44) (1,219.69)
18,768.50 21,015.14
Trade Receivables - Others
-Considered Good - -
-Credit impaired 301.79 301.79
Less: Allowance for expected credit loss (301.79) (301.79)
- -
Total 18,768.50 21,015.14

11A Non Current - Trade receivables ageing schedule

31-03-2022
Outstanding for following periods from due date of payments
Particulars Upto 6 6 months More than
Not Due 1- 2 years 2-3 years Total
months to 1 year 3 years
Undisputed
- Considered good 16,810.77 - - - - - 16,810.77
- Credit impaired - - 283.83 - - 1,294.49 1,578.32
16,810.77 - 283.83 - - 1,294.49 18,389.09
Less: Credit impaired (1,578.32)
Sub total (a) 16,810.77
Disputed
- Considered good 1,957.73 - - - - - 1,957.73
- Credit impaired - - - - - 990.90 990.90
1,957.73 - - - - 990.90 2,948.63
Less: Credit impaired (990.90)
Sub total (b) 1,957.73
Total (a+b) 18,768.50

102
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

31-03-2021
Outstanding for following periods from due date of payments
Particulars Upto 6 6 months More than
Not Due 1- 2 years 2-3 years Total
months to 1 year 3 years
Undisputed
- Considered good 18,085.50 - - - - - 18,085.50
- Credit impaired - - - - - 1,294.49 1,294.49
18,085.50 - - - - 1,294.49 19,379.99
Less: Credit impaired (1,294.47)
Sub total (a) 18,085.52
Disputed
- Considered good 2,929.61 - - - - - 2,929.62
- Credit impaired - - - - - 227.00 227.00
2,929.61 - - - - 227.00 3,156.62
Less: Credit impaired 227.00 (227.00)
Sub total (b) 2,929.62
Total (a+b) 21,015.14

12 Other non current financial assets As at As at

31 March 2022 31 March 2021
Deposits
-Considered Good 1,040.41 1,173.27
-Credit impaired 132.86 -
Less: Allowance for expected credit loss (132.86) -
Deposit accounts with maturity for more than twelve months from the 41.38 -
balance sheet date
Total 1,081.79 1,173.27

13 Deferred Tax Assets (Net) As at As at

31 Mar 2022 31 Mar 2021
Deferred Tax Assets (Net) (Refer Note 44) 43,345.50 47,623.70

Total 43,345.50 47,623.70

103
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

14 Income Tax Assets (Net) As at As at

31 March 2022 31 March 2021
Advance Tax & TDS Receivable (Net of Provision for Tax 1,412.38 3,327.56
(March 31, 2022 ` 5,540.74 lakhs (March 2021 ` 5,540.74 lakhs))
Total 1,412.38 3,327.56

15 Inventories As at As at
31 March 2022 31 March 2021
Contract Work in progress (Valued at lower of cost and net realizable value) - 248.20
Total - 248.20

16 Contract assets As at As at
31 March 2022 31 Mar 2021

Contract Assets (Refer Note 16.1) 83,029.75 83,594.37

Less: Allowance for Expected Credit Loss (3,321.01) (910.95)
Total 79,708.74 82,683.42

16.1 The above Contract Assets includes materials at project site amounting to Rs. 25,512.38 Lakhs (PY March 31,
2021: Rs. 27,817.86 Lakhs)
17 Trade receivables As at As at
31 March 2022 31 March 2021
Unsecured
-Considered good 20,374.59 26,700.14
-Credit impaired 9,075.87 6,971.47
Less: Allowance for Expected Credit Loss (9,075.87) (6,971.47)
Trade Receivable - Retention monies 7,682.68 6,120.00
Net 28,057.27 32,820.14

17.1 The average credit period allowed to customers is between 30 days to 60 days. The credit period is considered
from the date of Invoice. Further, a specified amount of bill is held back by the customer as retention money,
which is payable as per the credit period, from the date such retention becomes due. The retention monies held
by customers become payable on completion of a specified milestone or after the Defect Liability Period of the
project, which is normally 1 year after the completion of the project, as per terms of respective contract. No Interest
is payable by the customers for the delay in payments of the amounts over due. The Company evaluates, the
financial health, market reputation, credit rating of the customer, before entering into the contract. The company’s
majority of customers comprise of public sector undertakings and other private entities.

104
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

17.2 Trade receivable include due from related parties amounting to Rs.5,871.38 Lakhs (March 31, 2021- 8,921.45 Lakhs)
(Refer Note 49 ('C))

Trade receivables ageing schedule

31-03-2022
Outstanding for following periods from due date of payments
Particulars Upto 6 6 months More than
Not Due 1- 2 years 2-3 years Total
months to 1 year 3 years
Undisputed
- Considered good 4,385.20 2,464.46 2,588.29 8,150.74 2,572.53 5,329.30 25,490.52
- Credit impaired - - 1,837.12 - - 6,894.15 8,731.27
4,385.20 2,464.46 4,425.41 8,150.74 2,572.53 12,223.45 34,221.79
Less: Credit impaired (8,731.27)
Sub total (a) 25,490.52

Disputed
- Considered good - 1,396.44 - 1,038.05 - 132.26 2,566.75
- Credit impaired - 267.29 - - - 77.32 344.61
- 1,663.73 - 1,038.05 - 209.58 2,911.36
Less: Credit impaired (344.61)
Sub total (b) 2,566.75
Total (a+b) 28,057.27

31-03-2021
Outstanding for following periods from due date of payments
Particulars Upto 6 6 months More than
Not Due 1- 2 years 2-3 years Total
months to 1 year 3 years
Undisputed
- Considered good 3,770.12 844.74 1,214.51 13,135.85 916.17 12,085.08 31,966.47
- Credit impaired - - - - - 6,894.15 6,894.15
3,770.12 844.74 1,214.51 13,135.85 916.17 18,979.23 38,860.62
Less: Credit impaired (6,894.15)
Sub total (a) 31,966.47
Disputed
- Considered good - - - - - 853.67 853.67
- Credit impaired - - - - - 77.32 77.32
- - - - - 930.99 930.99
Less: Credit impaired (77.32)
Sub total (b) 853.67
Total (a+b) 32,820.14

105
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

Notes:
Movement in loss allowance - Trade Receivable (Non current (Note-11) & Current (Note -17))
Particulars As at As at
31 March 2022 31 Mar 2021
Opening balance 8,492.95 6,069.91

Additions / Transfer 3,152.15 2,423.04

Utilizations / Reversals - -

Closing balance 11,645.10 8,492.95

18 Cash and bank balances As at As at

31 March 2022 31 March 2021

Balances with banks

In current accounts 471.94 84.29
Margin Money (Original Maturity of less than 3 Months) 75.75 540.89
Cash on hand 0.58 0.50
Total 548.27 625.68

19 Other Bank Balances As at As at

31 March 2022 31 March 2021

Deposit Account (Original Maturity of 3 Months to 12 Months) 224.88 180.23

Margin Money (Original Maturity of More than 3 Months to 12 Months) 2,162.61 2,686.65
Total 2,387.49 2,866.88

20 Other Current Financial assets As at As at

31 March 2022 31 March 2021
Security deposit 68.94 115.01
Interest Receivable 820.08 729.26

Total 889.02 844.27

106
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

21 Other current assets As at As at

31 March 2022 31 March 2021
Advances to Employees 62.75 75.64
Balance with Government Authorities 4,303.42 5,349.15
Prepaid Expenses 21.28 30.99
Other Advances 440.88 1,447.30
Advances to Suppliers
- Considered good 6,870.23 7,042.33
- Considered doubtful 1,640.30 1,640.30
Less : Provision for doubtful Advances (1,640.30) (1,640.30)
6,870.23 7,042.33

Total 11,698.56 13,945.41

22 Assets classified as held for sale As at As at

31 March 2022 31 March 2021
Asset held for Sale 596.06 596.06

Total 596.06 596.06

Assets held for sale represents the assets taken over from Afcons Infrastructure Limited (AIL) pursuant to a mutual
agreement between AIL, Valecha Engineering Limited (VEL) and the Company in settlement of dues receivable from
VEL Ltd. These assets are expected to be sold during FY 22-23
Disclosure pursuant to Ind AS 105 - Major classes of assets and As at As at
liabilities classified as held for sale: 31 Mar 2022 31 Mar 2021
Property, Plant and Equipment 596.06 596.06

23 Equity Share capital

Particulars As at As at
31 March 2022 31 March 2021
Authorized
1,400,000,000 (31 March 2021-1,400,000,000) Equity Shares of ` 10 each 1,40,000.00 1,40,000.00
1,40,000.00 1,40,000.00
Issued, subscribed and paid up
971,529,018 (31 March 2021: 971,529,018) equity shares of ` 10 each fully 97,152.90 97,152.90
paid
97,152.90 97,152.90

107
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

(a) Reconciliation of Equity shares outstanding at the beginning and at the end of the year
As at 31 March 2022 As at 31 March 2021
Particulars No of shares Amount No of shares Amount
Outstanding at the beginning of the year 97,15,29,018 97,152.90 97,15,29,018 97,152.90
Add: Issued during the year - - - -
Outstanding at the end of the year 97,15,29,018 97,152.90 97,15,29,018 97,152.90

(b) Details of shareholders holding more than 5% shares

As at 31 March 2022 As at 31 March 2021
Name of Shareholder No of shares % holding No of shares % holding
Equity Shares
SVL Limited 27,93,91,356 28.76 27,93,91,356 28.76
State Bank of India 12,56,34,843 12.93 12,56,34,843 12.93
Punjab National Bank 10,22,35,172 10.52 12,43,46,199 10.52
Central Bank of India 9,35,70,276 9.63 9,35,70,276 9.63

(c) Details of shares held by Promoters - Entity exercising significant influnce over the company
As at 31 March 2022 As at 31 March 2021
Name of shareholder No.of shares % of total No.of shares % of total
shares shares
SVL Limited 27,93,91,356 28.76 27,93,91,356 28.76

(d) Terms/rights attached to the shares

The Company has issued equity shares having a par value of `10 per share. All these shares have the same rights
and preferences with respect to payment of dividend, repayment of capital and voting rights.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets
of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.
The Company has only one class of share capital, i.e., equity shares having face value of ` 10 per share. Each
holder of equity share is entitled to one vote per share.

(e) The Authorised Equity Share Capital has been increased to 140,000 Lakhs with effect from 19th March 2021

108
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

(f) Preferencial issue of equity shares during past five years:

2016-17 2017-18

Particulars Face
Face value
No.shares Premium Total No.shares value of Premium Total
of Rs.10/-
Rs.10/-
Promotors - SVL Limited 11,39,78,495 11,398 15102.15 26,500 - - - -
KPR Investment private - - - - 1,29,19,896 1,292 2,208.01 3,500.00
limited
Lender Bank- Conversion 73,34,961 734 1685.57 2,419 10,193 1 2.34 3.36
of funded interest term
Loan (FITL)
Lender bank - Conversion 4,06,991 41 122.3 163 24,03,425 240 722.23 962.57
of Interest sacrifice
Lender Bank- Conversion 48,46,21,073 48,462 64212.3 1,12,674 1,92,27,563 1,923 2,547.65 4,470.41
of Working capital term
Loan (WCTL)
There is no Preferential issue of Equity during the year ended March 31, 2019, March 31, 2020, March 31, 2021 &
March 31, 2022

g) Consequent to the default in payment of dues towards term loan, interest on working capital facility etc. the Company
had proposed a Debt Resolution Plan to the lenders for restructuring of the debt with change in Management
(‘Resolution Plan’) formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed
Assets) Directions, 2019 vide its circular dated 7th June 2019 (‘the RBI Circular” / “Regulatory Framework”). On
March 25, 2022, the resolution plan was approved by the consortium lenders with super majority subject to certain
conditions precedent. On June 22, 2022, the Company has entered into Master Restructuring Agreement (MRA) to
give effect to the Resolution Plan. The Company is in the process of compliance of all conditions precedent.
The key feature of the Resolution Plan are as follows:
a) Investment of ` 35,000 Lakhs in equity of the Company at a price per equity share of ` 10 each by an investor
which will be utilised to reduce the debt.
b) Conversion of ` 17,500 Lakhs of debt into 4% Compulsory Convertible Debentures at the end of March 31, 2035.
c) Conversion of ` 17,500 Lakhs of debt into 4% Non-Convertible Debentures redeemable over a period of 14 years.
For the purpose of classification as at March 31, 2022, the said restructuring has not been considered, Instead
borrowings repayable after 12 months from the balance sheet date has been considered as non-current, and those
dues that were on default have been classified as current based on confirmations / repayment schedule received
from lenders.
The Allotment Committee of the Board of Directors of the Company, at Its meeting held on June 24, 2022 has
approved the following:
1) A
 llotment of equity shares of the Company on preferential basis in terms of Chapter V of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR
Regulations") to Mark AB Capital Investment LLC as under:
 20,000,000 (Twenty two Crores) fully paid-up equity shares having a face value of `. 10/- each for cash at par
2
per equity share aggregating to ` 22,000 Lakhs (Rupees Twenty two thousand lakhs only);

109
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

2) Allotment of securities of the Company on preferential basis In terms of the Resolution Plan for part Conversion
of the debt not exceeding to `. 3,50,00,00,000/- (Rupees Three hundred and fifty crores only) as under:
• Not exceeding 175,00,00,000 (One hundred and seventy-five crores) fully paid up secured Compulsorily convertible
debentures with an average yield of 4% (hereinafter referred to as the 'CCDs") having a face value of `. 100/-
(Rupees One Hundred only) each aggregating to 1,75,00,000/- (Rupees One crore seventy-five lakhs only)
• Not exceeding 175,00,00,000 (One hundred and seventy-five crores) fully paid up secured Non-convertible
debentures with an average yield of 4% (hereinafter referred to as the 'NCDs") having a face value of `. 100/-
(Rupees one hundred only) each aggregating to 1,75,00,000/- (Rupees One crore seventy-five lakhs only)
redeemable over a period of 14 years.
The equity shares so allotted on preferential basis shall be subject to lock-in for such period as may be prescribed
under the ICDR Regulations.
Post allotment of equity shares, the paid-up equity capital of the Company is `. 11,915,290,250 - (Rupees One
thousand one hundred and ninety-one crores fifty-two lakhs ninety thousand two hundred and fifty only) divided
into 1,19,15,29,025 (One hundred nineteen crores fifteen lakhs twenty-nine thousand and twenty-five) equity shares
of `.10/- each.

24 Other equity
(A) The Company has preference share capital having a par value of ` 100 per share, referred to herein as preference
share capital
As at As at
31 March 2022 31 March 2021
Authorized
30,000,000 (31 March 2020: 30,000,000) Convertible Preference Shares 30,000.00 30,000.00
of ` 100 each
Total 30,000.00 30,000.00

(B) Other equity As at As at

31 March 2022 31 March 2021
Securities premium reserve (Refer Note (i) below) 1,91,225.43 1,91,225.43
General reserve (Refer Note (ii) below) 561.93 561.93
Capital Reserve (Refer Note (iii) below) 12.92 12.92
Deficit in the Statement of Profit and Loss (Refer Note (iv) below) (2,14,517.03) (1,89,616.01)
Employee Stock options outstanding account (ESOOA) - -
Re-measurement gains/ (losses) on defined benefit plans (Net of Tax) 159.96 144.35
Investments FVTOCI Reserve on equity instruments 8.51 (30.50)
Total (22,548.28) 2,298.12

(i) Securities premium reserve As at As at

31 March 2022 31 March 2021
Opening balance 1,91,225.43 1,91,225.43
Add : Securities premium credited on issue of shares - -
Closing balance 1,91,225.43 1,91,225.43

110
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

(ii) General reserve As at As at

31 March 2022 31 March 2021
Opening balance 561.93 561.75
Additions/(Transfers) - 0.17
Closing balance 561.93 561.93

(iii) Capital Reserve As at As at

31 March 2022 31 March 2021
Opening balance 12.92 12.92
Additions/(Transfers) -
Closing balance 12.92 12.92

(iv) Deficit in the Statement of Profit and Loss As at As at

31 March 2022 31 March 2021
Opening balance (1,89,616.01) (1,71,327.48)
Add: Net loss for year (24,901.02) (18,288.54)
Closing balance (2,14,517.03) (1,89,616.01)

(v) Employee Stock options outstanding account As at As at

31 March 2022 31 March 2021
Opening Balance - 0.17
Additions/(Transfers) - (0.17)
Closing Balance - -

(vi) Investments FVTOCI Reserve on equity instruments As at As at

31 March 2022 31 March 2021
Opening balance (30.50) (33.01)
-Fair valuation changes for the year (net of tax)## 39.01 2.51

Closing balance 8.51 (30.50)

## Includes cumulative fair valuation changes in equity shares (net of Tax)

(vii) Re-measurement As at As at
(gain)/loss on post employment benefit obligation (net of tax) 31 March 2022 31 March 2021
Opening Balance 144.35 127.25
Additions 15.61 17.10
Closing Balance 159.96 144.35

111
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

Nature and Purpose of Reserves

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve will be utilised in
accordance with provisions of the Act.

General Reserve
The Company created a General Reserve in earlier years pursuant to the provisions of the Companies Act wherein
certain percentage of profits were required to be transferred to General Reserve before declaring dividends. As per
the Companies Act 2013, the requirement to transfer profits to General Reserve is not mandatory. General Reserve
is a free reserve available to the Company.

Capital reserve
Capital reserve was created under the previous GAAP out of the profit earned from a specific transaction of capital
nature. Capital reserve is not available for the distribution to the shareholders.

Employee Stock options outstanding account

The reserve is used to recognize the grant date fair value of the options issued to employees under Company’s
Employee Stock Option Plan.

25 Non-current borrowings As at As at
31 March 2022 31 March 2021
Secured - At Amortized Cost
From Banks
Term Loans 6,291.99 11,089.54
From Others
Term Loans 8,512.45 8,444.45
Working Capital Term Loans 560.03 490.46
Funded Interest Term Loans - 48.39

Total 15,364.47 20,072.84

112
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
25.1 Terms of Repayment and Security details

Particulars 31.03.2022 31.03.2021 Terms of Repayment Secured by

Term Loans from 1,198.00 1,995.35 32 Structured quarterly Primary Exclusive charge on 5 Wind
Banks commencing from Electric Generator of 1.5 MW from LSML
Jun'16 to Sept'24
Term Loans from 5,093.99 9,094.19 27 Structured quarterly First Paripassu charge on Pooled Assets
Banks commencing from ie., all movable (both fixed, current and
Jun'18 to Sept'25 non-current) Immovable assets of the
company and corporate guarantee of SVL
and SVL Trust
Term Loans from 5,857.87 8,444.45 27 Structured quarterly
Others commencing from
Jun'18 to Sept'25
Term Loans from 2,654.58 - 4 Equal yearly
First Paripassu charge on Pooled Assets
Others commencing from
ie., all movable (both fixed, current and
Sept’27 to March’29
non-current) Immovable assets of the
Funded Interest - 48.39 20 Structured quarterly
company and corporate guarantee of SVL
Term Loan from commencing from
and SVL Trust
Others Jun'16 to Sept'21
Working Capital 560.03 490.47 32 Structured quarterly
Term Loan from commencing from
Others Jun'16 to Sept'24
Total 15,364.47 20,072.84

25.2 Implementation of Resolution Plan post year end

The company is in default to its lenders and one of the financial creditor filed an NCLT case against the company.
The Company had proposed a debt resolution plan to the lenders for restructuring of the debt (“Resolution Plan”)
under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 issued
by Reserve Bank of India vide its circular dated June 7, 2019 (the “RBI Circular”). On March 25, 2022, the Resolution
Plan was approved by the consortium lenders subject to certain conditions precedent. The Resolution Plan
submitted to the lenders has been approved with 81.85% by value and 61.11% by number. Subsequent to the year
end on June 22, 2022 the Borrowers have entered into Master Restructuring Agreement (MRA) to give effect to the
resolution plan.
The key features of the Resolution Plan are as follows:
1. Equity Infusion by Prospective Investor – Minimum of Rs. 35,000 Lakhs. Preferential Issue of Equity Shares
subject to the pricing as per the SEBI (ICDR) Regulations 2015 to the Investor for 26.4% stake in the Company.
2. Conversion of a part of the existing bank debts into Rs. 17,500 Lakhs of Non-Convertible Debentures (NCD) and
Rs. 17,500 Lakhs of Compulsory Convertible Debenture (CCD).
3. Charging rate of interest on the CC facility @ 9.00% p.a. (1 year MCLR + 1.75%) w.e.f 1st October 2020.
4. Banks to allow utilization of vacancy in Non-Fund Based Facilities and Fund based limits already sanctioned and
available to the Company, post implementation of the plan.
5. Prospective Investor to provide Corporate Guarantee to lenders for entire facilities.
6. Continuation of Margin of 15% on stock and book debts and cover period of 270 days for receivable.
25.3 Classification of borrowings
During the year ended and as at March 31, 2022, the Company has made defaults in repayment of term loans.
As at March 31, 2022, the Company has obtained balance confirmation and repayment schedule of outstanding
Term Loans as of March 31, 2022 from the Lenders. Based on the maturity of the term loan instalments payables
as per the balance confirmation, the Company has classified the borrowings under current and non-current and
for the purpose of classification of term loans as at March 31, 2022, the impact as per Resolution Plan has not
been considered as the condition precedents need to be complied with for effecting the adjustments. Further all
defaulted loans have also been classified as Current maturities.

113
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

The Company has defaulted in repayment of loans and interest in respect of the following
Amount of default for the year
Particulars Principal/ Interest Period of Delay
ended 31-03-2022
Central Bank Principal pending to be repaid 547-365 days 1,470.13
Principal pending to be repaid 365-1 days 2,630.75
Interest pending to be repaid 547-365 days 719.13
Interest pending to be repaid 365-1 days 1,627.10
IFCI WCTL Principal pending to be repaid 547-365 days 63.75
Principal pending to be repaid 365-1 days 114.07
Interest pending to be repaid 547-365 days 46.55
Interest pending to be repaid 365-1 days 74.55
IFCI FITL Principal pending to be repaid 547-365 days 44.17
Principal pending to be repaid 365-1 days 31.71
Interest pending to be repaid 547-365 days 6.18
Interest pending to be repaid 365-1 days 10.10
ACRE Principal pending to be repaid 547-365 days 1,000.00
Principal pending to be repaid 365-1 days 1,900.00
BOM - Covid Loan Principal pending to be repaid 547-365 days 32.00
Principal pending to be repaid 365-1 days 128.00

25.4 The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender
during the current period.

26 Other financial liabilities As at As at

31 Mar 2022 31 March 2021
Sundry Creditors- Retention 4,465.38 4,363.37

Total 4,465.38 4,363.37

Sundry Creditors- Retention

As on 31-03-2022
Outstanding for following periods from due date of payments

Particualrs More
Less than 1
Not due 1-2 years 2-3 years than three Total
year
year
(i) MSME - - - - - -
(ii) Others 4,465.38 - - - - 4,465.38
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 4,465.38 - - - - 4,465.38

114
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

As on 31-03-2021
Outstanding for following periods from due date of payments

Particualrs More
Less than 1
Not due 1-2 years 2-3 years than three Total
year
year
(i) MSME - - - - - -
(ii) Others 4,363.37 4,363.37
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 4,363.37 - - - - 4,363.37

27 Long Term Provisions As at As at

31 Mar 2022 31 March 2021
Provision for gratuity (Refer Note: 47) 540.50 559.51

Total 540.50 559.51

28 Other non-current liabilities As at As at

31 Mar 2022 31 March 2021
Contract Liabilities
Advance from Customers 2,202.91 4,882.17

Total 2,202.91 4,882.17

29 Short -term borrowings As at As at

31 Mar 2022 31 March 2021
From bank (Secured)
- Cash Credit and Overdraft facilities 42,731.22 35,698.43
- Working Capital Demand Loans 17,014.48 17,355.22
- Demand Loan - Covid Emergency loan 191.95 193.85
- Interest accrued and due 7,405.38 1,889.19
- Current Maturities - Term Loans 7,465.00 2,630.75
- FITL- Moratorium interest 1,272.62 2,886.15
From others (Secured)
-Current Maturities 5,724.00 2,045.78
-Cash Credit and Overdraft facilities 582.33 476.88
-Funded Interest Term Loans 76.00 -
From SVL Limited (Entitiy exersing significant influence over the - 339.55
company)- Unsecured (Refer Note - 49)

Total 82,462.97 63,515.80

115
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
29.1First Paripassu Charge on Pooled Assets is all movable (both fixed, current and non current assets) immovable assets
of the Company and corporate guarantee of SVL and SVL Trust.

The Company has defaulted in repayment of loans and interest in respect of the following
Cash Credit WCDL FITL
Bank Date of Amount Date of Amount Date of Amount
default (In Lakhs) default (In Lakhs) default (In Lakhs)
Punjab National Bank (eOBC) 26-Mar-20 5,679 30-Sep-20 255 - -
Punjab National Bank 2-Mar-20 3,159 30-Sep-20 852 - -
Bank of India 14-Feb-20 1,158 30-Sep-20 101 - -
Yes Bank 31-Dec-20 258 - - 31-Oct-20 103
State Bank Of India 21-Sep-20 1,190 - - 31-Oct-20 721
Indian Bank 25-Apr-20 3,682 30-Sep-20 235 - -
Indusind Bank 23-Nov-20 165 30-Sep-20 351 31-Dec-20 187
IDBI Bank 31-Oct-20 298 30-Sep-20 576 30-Sep-20 368
ICICI Bank 30-May-20 100 - - - -
Federal Bank 5-Mar-20 720 - - - -
DBS Bank India Ltd 30-Sep-20 692 - - 31-Dec-20 221
Central Bank of India 26-Feb-20 1,982 31-Dec-20 278 31-Oct-20 338
Bank Of Baroda 30-Nov-20 202 30-Nov-20 262 31-Dec-20 146
Asset Reconstruction 31-Dec-20 528 - - - -
Company (India) Limited
(ARCIL)
Union Bank 31-Mar-21 206 - - 31-Dec-20 40
IFCI Factors 30-Sep-20 131 - - 30-Sep-20 9
Axis Bank 30-Nov-21 1,635 31-Jan-21 24 - -
Bank of Maharashtra 30-Apr-21 329 - - - -
Total 22,114 2,934 2,133

30 Trade payables As at As at
31 Mar 2022 31 March 2021

Total outstanding dues of creditors other than micro enterprises and small
enterprises
Acceptances 323.42 842.43
Trade Payables (Refer Note 30.1 & 30.2) 15,549.73 21,769.11

Total 15,873.15 22,611.54

30.1The average credit period ranges from 30 days to 90 days, depending on the nature of the item or work. The work
orders include element of retention, which would be payable on completion of a milestone, completion of the contract
or after a specified period from completion of the work. The terms also would include back to back arrangement
wherein, certain amounts are payable on realisation of corresponding amounts by the company from the customer.
No interest is payable for delay in payments, unless otherwise specifically agreed in the order or as required by a
legislation, like Micro, Small and Medium Enterprises Development Act (“MSMED Act”). The company has a well
defined process for ensuring regular payments to the vendors.

116
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

30.2 Based on the information available with the Company, there are no outstanding dues and payments made to
any supplier of goods and services beyond the specified period under Micro, Small and Medium Enterprises
Development Act, 2006 [MSMED Act]. There is no interest payable or paid to any suppliers under the said Act.
Particulars As at As at
31 March 2022 31 March 2021
(a) Amount remaining unpaid to any supplier at the end of each accounting - -
year:Principal & Interest
(b) The amount of interest paid by the buyer in terms of section 16 of the - -
MSMED Act, along with the amount of the payment made to the supplier
beyond the appointed day during each accounting year.
(c) The amount of interest due and payable for the period of delay in - -
making payment (which have been paid but beyond the appointed day
during the year) but without adding the interest specified under the
MSMED Act.
(d) The amount of interest accrued and remaining unpaid at the end of - -
each accounting year.
(e) The amount of further interest remaining due and payable even in - -
the succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disallowance of a
deductible expenditure under section 23 of the MSMED Act.

30.3 Trade payable ageing

As on 31-03-2022
Particualrs Outstanding for following periods from due date of payments
Not due Less than 1 1-2 years 2-3 years More than Total
year three year
(i) MSME - - - - - -
(ii) Others 2,546.12 7,527.93 823.34 485.57 3,858.04 15,241.00
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - 245.04 383.49 - 3.62 632.15
Total 2,546.12 7,772.97 1,206.83 485.57 3,861.66 15,873.15

As on 31-03-2021
Particualrs Outstanding for following periods from due date of payments
Not due Less than 1 1-2 years 2-3 years More than Total
year three year
(i) MSME - - - - - -
(ii) Others 8,783.08 8,147.53 1,380.35 1,910.71 2,179.77 22,401.44
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others 0.54 22.40 3.02 10.17 173.97 210.10
Total 8,783.62 8,169.93 1,383.37 1,920.88 3,196.17 22,611.54

117
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

31 Other Financial Liabilities As at As at

31 Mar 2022 31 March 2021
Other liabilities* 1,885.00 1,663.06

Total 1,885.00 1,663.07

*Included employee dues and other routine payable for expenses

32 Other current liabilities As at As at

31 Mar 2022 31 March 2021

Statutory dues payable 140.76 773.80

Advance Billing 548.11 767.85

Total 688.87 1,541.65

33 Contract Liabilities As at As at
31 Mar 2022 31 Mar 2021
Advance from customers 5,934.02 8,076.27
Total 5,934.02 8,076.27

34 Short Term Provisions As at As at

31 Mar 2022 31 March 2021
Provision for gratuity (Refer Note: 47) 23.70 23.62
Provision for Compensated Absences (Refer Note: 47) 480.83 386.41

Total 504.53 410.03

35 Revenue from operations 2021-22 2020-21

Revenue from Engineering and Construction Contracts (Refer Note 35.1 & 30,277.16 52,907.18
35.2)
Other operating Revenue
Company’s share in profit of Integrated Joint Ventures 1.48 286.15

Total 30,278.64 53,193.33

35.1 Revenue for the Year ended March 31, 2022 includes Rs. 8,624 lakhs, being share of revenue relating to the Basra
project, billed from Mokul Shriram EPC JV (MSJV), a jointly controlled operation, where in the company owns 50%
interest (Year ended March 31, 2021- ` 25,984 Lakhs)
35.2 Unsatisfied performance obligation: Management expects that the transaction price allocated to partially or fully
unsatisfied performance obligation of ` 119,664 lakhs (March 31, 2021: ` 148,295 Lakhs) will be recognised as
revenue over the project life cycle.

118
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

36 Other income 2021-22 2020-21

Interest income
- Margin Money deposits 277.97 119.66
- Interest income on Financial Assets - 1,512.07
- On Income Taxes 316.91 -
Liabilities written back 38.92 476.04
Profit on sale of fixed assets - 1.36
Miscellaneous income 261.61 21.57

Total 895.41 2,130.69

37 Erection, Construction & Operation Expenses 2021-22 2020-21

Cost of Materials and Labour (Refer Note 37.1 ) 24,656.00 49,093.21
Other Contract Related Costs 210.50 2,370.23

Total 24,866.50 51,463.44

37.1 Cost of Materials and Labour for the Year ended March31, 2022 includes Rs.8,624 lakhs, being share of cost
relating to the Basra project, from Mokul Shriram EPC JV (MSJV), a jointly controlled operation, where in the
company owns 50% interest (Year ended March 31, 2021- Rs.25,984 Lakhs)

38 Change in Inventories of Contract WIP 2021-22 2020-21

Inventories at the beginning of the year 248.20 324.86

248.20 324.86
Less: Inventories at the end of the year - 248.20
- 248.20
Net decrease 248.20 76.66

Total 248.20 76.66

39 Employee benefits expense 2021-22 2020-21

Salaries,wages,bonus and other allowances 3,180.98 2,992.64
Contribution to Provident and Other funds 195.83 225.12
Contribution to Gratuity (Refer Note - 47) 133.37 93.10
Staff welfare expenses 172.09 265.58

Total 3,682.27 3,576.44

119
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

40 Finance costs 2021-22 2020-21

Interest on Cash Credits 7,788.18 6,676.05
Interest on Term Loans 1,711.75 1,715.69
Interest - Others 628.71 848.92
Interest on financial liabilties measured at Effective interest rates 1,416.60 1,415.09
Interest on Lease Liabilities 23.14 -

Total 11,568.38 10,655.75

41 Depreciation and amortization expense 2021-22 2020-21

Depreciation on Property, Plant and equipment (Refer Note- 6A) 541.05 540.82
Amortization of Intangible Assets (Refer Note- 7) 4.04 4.04
Amortization of Right of use assets (Refer Note- 6B) 29.76 -

Total 574.85 544.86

42 Other expenses 2021-22 2020-21

Electricity and water 119.25 238.69
Rates and taxes 46.61 14.44
Rent 104.96 119.49
Repairs and Maintenance:
Building 14.66 4.30
Plant and Machinery, Equipments 56.67 48.77
Others 20.01 12.48
Auditors' Remuneration (Refer Note 42.1) 34.32 24.48
Bank Charges, Letter of Credit / Guarantee charges 962.59 1,989.20
Travel and conveyance 334.04 185.89
Insurance premium 192.10 252.17
Printing & Stationery 17.30 19.63
Communication, broadband and internet expenses 24.03 34.89
Sitting Fees 8.70 7.30
Consultancy charges 333.48 411.16
Legal Expenses 105.86 101.24
Advertisement 22.32 33.06
Bad Debts 103.35 -
Donation 0.08 0.31
Provision for doubtful trade and Other receivables and Loans and Advances 1,831.49 2,036.42
Loss on Sale of assets 0.17 -
Miscellaneous expenses 163.62 612.38
Total 4,495.61 6,146.30

120
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

42.1 The following is the break-up of Auditors remuneration (exclusive of GST)

As auditor: 2021-22 2020-21
Statutory audit 27.00 18.00
Other matters 6.00 6.00
Reimbursement of expenses 1.32 0.48

Total 34.32 24.48

43 Exceptional Items 2021-22 2020-21

Provision for trade,other receivables and contract assets (Refer- 43.1) 6,361.26 1,149.11

Total 6,361.26 1,149.11

43.1 Exceptional items for the year ended March 31, 2022 represents provision of trade, other receivables and contract
assets amounting to Rs 6,361.26 lakhs (Previous Year Rs 1,149.11 lakhs), based on estimation of potential stress
on project completion, considering COVID 19 pandemic.

44 Disclosure pursuant to Ind AS 12 "Income Taxes"

(A) Components of Deferred Tax Assets and Liabilities recognised in Balance Sheet:
31-03-2022
Particulars Balance as at Recognized in Recognized in Balance as
April 1, 2021 profit or loss OCI during at March 31,
during 2021-22 2022
2021-22
Deferred tax assets
Expenditure allowed on payment basis for 338.58 32.05 (5.46) 365.17
Income tax purpose
Impairment loss on Financial Assets and 3,937.69 (24.96) - 3,912.73
Contract Assets
Deferred tax asset on account of unabsorbed 43,889.00 (4,244.00) - 39,645.00
losses and depreciation allowance (Refer
Note- 44 (B))
48,165.27 (4,236.91) (5.46) 43,922.90

Deferred tax liabilities

On Property, Plant and Equipment 541.57 35.83 - 577.40
On Others -
541.57 35.83 - 577.40

Deferred tax asset, net 47,623.70 (4,272.74) (5.46) 43,345.50

121
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

(B) The Company has business losses and unabsorbed depreciation which are allowed to be carried forward and
set off against available future taxable income under Income Tax Act, 1961. Against the carried forward loss of
` 2,11,013 lakhs, the company has recognized deferred tax asset on a carry forward loss to the extent of
`1,28,547 lakhs which results in DTA of ` 39,645 lakhs. During current year, the Company has written off DTA
amounting to ` 4278 Lakhs (Net) due to carry forward business losses which is expiring by FY 2021-22.
Considering potential order book as on date, future business prospects in the light of implementation of Resolution
Plan, projects in pipeline etc, the management is confident of adjusting these carry forward losses and reversal of
DTA before the expiry of the period for which this benefit is available.

31-03-2021
Particulars Balance as at Recognized in Recognized in Balance as
April 1, 2020 profit or loss OCI during at March 31,
during 2020-21 2021
2020-21

Deferred tax assets

Expenditure allowed on payment basis for 409.44 (64.87) (5.98) 338.58
Income tax purpose
Impairment loss on Financial Assets and 4,204.37 (266.68) - 3,937.69
Contract Assets
Deferred tax asset on account of unabsorbed 43,519.98 369.02 - 43,889.00
losses and depreciation allowance
48,133.79 37.46 (5.98) 48,165.27

Deferred tax liabilities

On Property, Plant and Equipment 510.09 31.48 - 541.57
On Others - - - -
510.09 31.48 - 541.57

Deferred tax asset, net 47,623.70 5.98 (5.98) 47,623.70

C) The Company has business losses and unabsorbed depreciation which are allowed to be carried forward and
set off against available future taxable income under Income Tax Act, 1961. Against the carried forward loss
of Rs.1,99,103 lakhs, the company has recognized deferred tax asset on a carry forward loss to the extent of
Rs.1,40,773 lakhs which results in DTA of Rs. 43,899 lakhs. Considering potential order book as on date, future
business plan, projects in pipeline etc, the management is confident of adjusting these carry forward losses and
reversal of DTA before the expiry of the period for which this benefit is available.

122
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

(D) Components of Income tax 2021-22 2020-21

Current Tax - -
Deferred Tax (4,278.00) -
Total (4,278.00) -

(E) Reconciliation of tax charge 2021-22 2020-21

(a) Loss before tax (20,623.02) (18,288.53)
(b) Corporate Tax Rate as per Income Tax Act, 1961 34.94% 34.94%
(c) Tax on Accounting Loss (c) = (a) * (b) (7,205.68) (6,390.01)

(d) Tax adjustments

(i) Tax on Non-deductible item for tax purpose (1,808.36 ) (789.06)
(ii) Tax effect on expiry of carry forward losses (7,500.00) -
(iii) T
 ax effect of losses of current year on which no deferred tax (2,095.59) (5,481.37)
benefit is recognised
(iv) Tax effect of various other items (79.74) (119.58)
Total effect of Tax Adjustments (11,483.68) (6,390.01)

(e) Tax expenses recognised during the year (e) = (d) - (c) (4,278.00) -

45 Basic and Diluted Earnings Per Share (EPS) computed in accordance with Indian Accounting Standard (Ind
AS) 33 "Earnings Per Share":

Particulars Year ended 31st Year ended 31st

March 2022 March 2021

Basic EPS

Loss after Tax as per Accounts (` lakhs) A (24,901.02) (18,288.54)

Weighted Average Number of Equity Shares Outstanding B 9,715.29 9,715.29

Basic EPS (`) A/B (2.56) (1.88)

Diluted EPS

Loss after Tax as per Accounts (` lakhs) A (24,901.02) (18,288.54)

Weighted Average Number of Equity Shares Outstanding B 9,715.29 9,715.29

Diluted EPS (`) A/B (2.56) (1.88)

123
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

46 Disclosures pursuant to EPC Contracts:

S. No Particulars Year ended 31st Year ended 31st
March 2022 March 2021
1 Contract revenue recognised for the financial year 30,277.16 52,907.18
2 Aggregate amount of Contract costs incurred and recognized 25,114.70 51,540.10
profits (less
recognized losses) upto the reporting date
3 Advances received for contracts in progress 8,136.93 12,958.44
4 Retention amount by customers for contracts in progress 28,718.62 28,354.83
5 Gross amount due from customers for contract work (Asset) 83,664.76 86,639.44
6 Gross amount due to customers for contract work (Liability) 548.11 767.85

47 Disclosure pursuant to Ind AS 19 "Employee Benefits"

(A) Defined Contribution Plans

During the year, the Company has recognized the following amounts in the 2021-22 2020-21
Statement of Profit and Loss

Employers’ Contribution to Provident Fund and Employee State Insurance 195.83 225.12
(Refer note 39)

(B) Defined benefit plans (Unfunded)

Risks associated with plan provisions
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company
is exposed to various risks as follows:

Investment Risk The probability or likelihood of occurrence of losses relative to the expected return on
any particular investment.
Interest risk The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates
will result in an increase in the ultimate cost of providing the above benefit and will thus
result in an increase in the value of the liability.
Salary Escalation Risk The present value of the defined benefit plan is calculated with the assumption of salary
increase rate of plan participants in future. Deviation in the rate of increase of salary
in future for plan participants from the rate of increase in salary used to determine the
present value of obligation will have a bearing on the plan’s liability.
Demographic Risk The Company has used certain mortality and attrition assumptions in valuation of the
liability. The Group is exposed to the risk of actual experience turning out to be worse
compared to the assumption.
In respect of the plan in India, the most recent actuarial valuation of the present value of the defined benefit
obligation were carried out as at March 31, 2022 by Mr. S. Krishnan, Fellow of the Institute of Actuaries of India.
The present value of the defined benefit obligation, and the related current service cost and past service cost, were
measured using the projected unit credit method.
No other post-retirement benefits are provided to these employees.

124
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

i) Actuarial assumptions 2021-22 2020-21

Discount rate (per annum) 7.28% 6.92%
Rate of increase in Salary 5.00% 5.00%
Expected average remaining working lives of 12.80 13.30
employees (years)

Attrition rate 3.00% 3.00%

ii) Changes in the present value of defined Gratuity Long Term Compensated
benefit obligation Absences
2021-22 2020-21 2021-22 2020-21
Present value of obligation at the beginning of 583.13 638.62 385.95 533.10
the year
Interest cost 35.62 38.21 25.05 33.01
Past service cost -
Current service cost 97.76 54.89 380.31 249.68
Curtailments - - - -
Settlements - - - -
Benefits paid (136.70) (131.49) (47.95) (74.61)
Actuarial gain on obligations (15.61) (17.10) (262.53) (354.78)
Present value of obligation at the end of the 564.20 583.13 480.83 386.40
year*
*Included in provision for employee benefits (Refer notes 27 and 34)

iii) Expense recognized in the Statement of Profit Gratuity Long Term Compensated
and Loss Absences
2021-22 2020-21 2021-22 2020-21
Current service cost 35.62 38.21 380.31 249.68
Past service cost - -
Interest cost 97.75 54.89 25.05 33.01
Expected return on plan assets -
Actuarial gain on obligations (15.61) (17.10) (262.53) (356.61)
Settlements -
Curtailments - -
Total expenses recognized in the Statement 133.37 93.10 142.83 (73.92)
Profit and Loss
Total expenses recognized in OCI (15.61) (17.10)

125
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

iv) Assets and liabilities recognized in the Balance Gratuity Long Term Compensated
Sheet: Absences
2021-22 2020-21 2021-22 2020-21
Present value of unfunded obligation as at the (564.20) (583.13) (480.83) (386.40)
end of the year
Unrecognized actuarial (gains)/losses - - - -
Unfunded net liability recognized in Balance (564.20) (583.13) (480.83) (386.40)
Sheet*
*Included in provision for employee benefits (Refer notes 27 and 34)

v) A quantitative sensitivity analysis for significant assumption as at 31 March 2022 is as shown below:
Impact on defined benefit obligation 2021-22 2020-21

Discount rate
0.5% increase -2.86% -3.09%
0.5% decrease 3.04% 3.29%

Rate of increase in salary

0.5% increase 3.04% 3.29%
0.5% decrease -2.86% -3.09%

vi) Maturity profile of defined benefit obligation (in ` lakhs)

Period 2021-22 2020-21

By the end of the First Year 167.89 172.76

Between Year 1 and Year 2 11.21 30.62
Between Year 2 and Year 3 69.93 9.16
Between Year 3 and Year 4 99.03 58.35
Between Year 4 and Year 5 45.28 100.38
Between Year 5 and Year 10 374.94 364.20

48 Disclosure in respect of leases pursuant to Indian Accounting Standard (Ind AS) 116, "Leases"

(A) Finance leases where Company is a lessee:

The following is the summary of practical expedients elected on application:
1. Used a single discount rate to a portfolio of leases with reasonably similar characteristics
2. wwwApplied the short-term leases exemptions to leases with lease term that ends within 12 months of the date
of initial application
3. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application

126
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

The Company has lease contracts for its head office building and furniture and fixtures. Leasee is restricted from
assigning and subleasing the leased assets. The Company applies the ‘short-term lease’ and ‘lease of low-value
assets’ recognition exemptions for these leases.

The effective interest rate for lease liabilities is 9%.

The maturity analysis of lease liabilities are given as below:

Particulars 31st March 31st March
2022 2021
Within one year 36.60 -
After one year but not more than five years 195.58 -
More than five years 106.40 -

Amounts recognised in the Statement of Profit and Loss:

Particulars 31st March 31st March
2022 2021
Amortization expense of right-of-use assets 29.76 -
Interest expense on lease liabilities 23.13 -
Expense relating to short-term leases (included in other expenses) 104.96 119.49
Total amount recognised in statement profit or loss 157.84 119.49

Amounts recognised in statement of Cash Flows:

Particulars 31st March 31st March
2022 2021
Total Cash outflow for leases 36.60 -

49 Disclosure of Related Parties/related party transactions pursuant to Ind AS 24 "Related Party Disclosures"

(A) List of related parties and description of relationship as identified and certified by the Company:

Entites exercising significant influence over the company

SVL Limited

Subsidiary
Shriram EPC FZE, Sharjah

Step Down Subsidiary

Shriram EPC Arkan LLC

Subsidiary of Entites exercising significant influence over the company:

Shriram SEPL Composites Private Limited
Bharat Coal Chemicals Limited (BCCL)

Enterprises under the joint control of the Entites exercising significant influence over the company:
Leitwind Shriram Manufacturing Private Limited

127
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
Key management personnel
T.Shivaraman - Managing Director
M.Amjad Shariff - Joint Managing Director

Other enterprises under the control of the key management personnel

Orient Green Power Company Limited
Bharath Wind Farm Limited
Clarion Windfarms Private Limited
Beta Wind Farm Private Limited
Amrit Enviornmental Technologies P Ltd

Joint Operations
Larsen & Toubro Limited Shriram EPC JV
Mokul Shriram EPC JV
Shriram EPC Eurotech Environmental Pvt Ltd - JV
SEPC DRS ITPL JV

(B) Details of transactions with related party in the ordinary course of business for the year ended:

(i) Entites exercising significant influence over the company 2021-22 2020-21

Transfer of Advances / Receivables / Investments 2,793.80 4,758.88

Fund Received (Net) 2,454.85 5,194.75

(ii) Key Management Personnel (KMP)

Compensation of key management personnel

T.Shivaraman 60.40 60.40
M.Amjad Shariff 60.15 60.15

(iii) Other enterprises under the control of the key management personnel

(a) Orient Green Power Company Limited

Payments made 0.41 -

(b) Bharath Wind Farm Limited

Fund Receipts 4.11 -

(iv) Joint Operations

(a) Larsen & Toubro Limited Shriram EPC JV

128
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

Company’s share in profit of Integrated Joint Ventures 1.48 286.15

Funds Received 390.77 -

(b) Shriram EPC Eurotech Environmental Pvt Ltd - JV

Progressive Billings/ Revenue 698.18 532.66
Expenses reimbursed by the party 4.51 125.33

(c) SEPC DRS ITPL JV

Progressive Billings/ Revenue 1.99 590.73
Expenses reimbursed by the party - 260.85

(d) Mokul Shriram EPC JV

Progressive Billings/ Revenue 8,624.17 25,983.90
Cost incurred for Materials and Labour 8,624.17 25,983.90

(C) Amount due (to)/from related party as on:

(i) Particulars 2021-22 2020-21

Advances / (Borrowings):
SVL Limited - (339.55)
Leitwind Shriram Manufacturing Private Limited (Expected Credit Loss of | 477.77 3,201.62
` 9,141.70 Lakhs (March 31, 2021: ` 9,141.70 Lakhs)
Bharat Wind Farm Limited - 4.71
Orient Green Power Company Limited - (0.41)

Receivables /(Payables):
Shriram EPC FZE, Sharjah 2,234.82 2,313.45
Amrit Enviornmental Technologies P Ltd 1,966.38 2,300.00
Shriram EPC Eurotech Environmental Pvt Ltd - JV - (0.11)
SEPC DRS ITPL JV - 523.85
Larsen & Toubro Limited Shriram EPC JV 0.90 445.71
Mokul Shriram EPC JV 1,669.28 3,338.55

129
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
Disclosure pursuant to Ind AS 1 "Presentation of Financial Statements"

(A) Current Assets expected to be recovered within twelve months and after twelve months from the reporting date

Particulars As at March 31, 2022 As at March 31, 2021

Within After Total Within After Total
twelve twelve twelve twelve
months months months months
Inventories - Note 15 - - - 248.20 - 248.20
Trade Receivables - Note 17 28,057.27 - 28,057.27 32,820.14 - 32,820.14
Other Current Financial Assets 889.02 - 889.02 844.27 - 844.27
- Note 20

(B) Current liabilities expected to be settled within twelve months and after twelve months from the reporting date

Particulars As at March 31, 2022 As at March 31, 2021

Within After Total Within After Total
twelve twelve twelve twelve
months months months months
Acceptances - Note 30 323.42 323.42 842.43 842.43
Trade Payables - Note 30 15,549.73 15,549.73 21,769.11 21,769.11
Other Current Financial 1,885.00 1,885.00 1,663.07 1,663.07
Liabilities - Note 31

50 Segment reporting
The Chief Operating Decision Maker (CODM) reviews the operations of the Company for the year ended March 31,
2022 as one operating segment being Construction Contracts. Hence no separate primary segment information has
been furnished herewith as required by Ind AS 108, "Operating segment". The Company has operations within India
and outside India and the disclosures in respect of the geographical segment are given below:
(in ` Lakhs)
Particulars 31-Mar-22 31-Mar-21
Rest of the World
Revenue 8,624.16 25,984.00
Assets 3,053.99 7,004.55
India
Revenue 21,653.00 27,209.33
Assets 2,01,710.96 2,20,142.91
Capital Expenditure 14.97 628.89

51 Expenditure in Foreign Currency

(in ` Lakhs)
Particulars 31-Mar-22 31-Mar-21
Professsional & Consultancy Fees 4.85 -
Material Consumed in Execution of Engineering Contracts 201.72 40.62
Erection ,Construction & Operation Exp 59.00 -
Travelling & Conveyance 3.74 5.18
Salaries and wages 67.95 -
Others 154.84 0.44
Total 492.10 46.24

130
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
52 Fair Value Measurement

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:

31-Mar-22
Carrying Amount Fair Value
Other Investments
Financial
Financial at Fair Value Total
Particulars Note Assets at Mandatorily
liabilities at thorugh Other carrying Level 1 Level 2 Level 3 Total
amortised at FVTPL
amortised comprehensive value
cost
cost income

Assets
Financial Assets
Measured at Fair Value
Investments 9 - - - 38.65 38.65 52.72 - - 52.72
-
Financial Assets not -
Measured at Fair
Value*
Investments 9 24.26 - - 24.26 - - 24.26 24.26
Loans 10 8,131.35 - - 8,131.35 - - - -
Trade Receivables 11 &17 46,825.77 - - 46,825.77 - - - -
Cash and Cash 18 548.27 - - 548.27 - - - -
Equivalents
Other Bank balances 19 2,387.49 - - 2,387.49 - - - -
Other financial assets 12 &20 1,970.81 - - 1,970.81 - - - -
Total 59,887.95 - - 38.65 59,926.60 52.72 - 24.26 76.98

Liabilities
Financial Liabilities
not Measured at Fair
Value*
Non Current 25 - - 15,364.47 15,364.47 - - - -
Borrowings
Current Borrowings 29 - - 82,462.97 82,462.97 - - - -
Trade payables 30 - - 15,873.15 15,873.15 - - - -
Other financial 26 & 31 - - 6,350.38 6,350.38 - - - -
liabilities
Total - - 1,20,050.97 1,20,050.97 - - - -

131
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
31-Mar-21
Carrying Amount Fair Value
Other Investments
Financial
Particulars Note Financial at Fair Value Total
Assets at Mandatorily
liabilities at thorugh Other carrying Level 1 Level 2 Level 3 Total
amortised at FVTPL
amortised comprehensive value
cost
cost income

Assets
Financial Assets
Measured at Fair Value
Investments 9 - - - 38.65 38.65 13.71 - - 13.71
-
Financial Assets not -
Measured at Fair
Value*
Investments 9 - - - 90.39 90.39 - - 90.39 90.39
Loans 10 10,913.30 - - 10,913.30 - - - -
Trade Receivables 11 &17 53,835.28 - - 53,835.28 - - - -
Cash and Cash 18 625.68 - - 625.68 - - - -
Equivalents
Other Bank balances 19 2,866.88 - - 2,866.88 - - - -
Other financial assets 12 &20 2,017.54 - - 2,017.54 - - - -
Total 70,258.68 - - 129.04 70,387.72 13.71 - 90.39 104.10

Liabilities
Financial Liabilities not
measured at fair value*
Non Current 25 - - 20,072.84 20,072.84 - - - -
Borrowings
Current Borrowings 29 - - 63,515.81 63,515.81 - - - -
Trade payables 30 - - 22,611.54 22,611.54 - - - -
Other financial 26 & 31 - - 6,026.44 6,026.44 - - - -
liabilities
Total - - 1,12,226.63 1,12,226.63 - - - -

* The company has not disclosed the fair value for Financial instruments mentioned above because their carrying amounts are a reasonable
approximation of fair value.

132
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
53 Financial risk management objectives and policies

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and
liquidity risk. The Company's risk management is coordinated by the Board of Directors and focuses on securing
long term and short term cash flows. The Company does not engage in trading of financial assets for speculative
purposes.

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price
risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings
and derivative financial instruments.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company’s outstanding debt in local currency is on fixed rate basis and hence
not subject to interest rate risk.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates
primarily to the Company’s operating activities (when revenue or expense is denominated in a different currency from
the Company’s functional currency).

The net exposure to foreign currency in respect of recognized financial assets, recognized financial liabilities and
derivatives is as follows:

a) Forward exchange contracts entered into by the Company and outstanding as on March 31, 2022 - Nil (March 31,
2021 - Nil)

b) Foreign Currency exposure

31-Mar-22
Currency Amount in Foreign In ` lakhs
Particulars
Currency
(In Lakhs)
Bank Balances
USD 0.07 5.16
IQD 2.43 0.13

Trade Payables USD 1.11 84.44

EURO 37.17 3,130.82

Trade and Other Receivables USD 31.62 2,396.93

133
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
31-Mar-21
Particulars Currency Amount in Foreign In ` lakhs
Currency (In Lakhs)
Bank Balances OMR 0.05 0.98
AED 0.01 0.07
EURO 0.01 0.82
USD 0.01 1.55
YUAN 0.01 0.61
IQD 2.43 0.14

Trade Payables USD 1.11 81.45

EUR 42.22 3,620.71

Trade and Other Receivables USD 39.54 2,890.77

OMR (0.14) (27.12)

(B) Credit risk

The credit risk to the company arises from two sources:
a) Customers, who default on their contractual obligations, thus resulting in financial loss to the company.
Company evaluates the credentials of a customer at a very early stage of the bid. Company has adopted a policy of
3 tier verification before participating for any bid. The first step of such verification includes verification of customer
credentials. The company, as part of verification of the customer credentials, ensures the compliance with the
following criterion,

(i) Customer’s financial health by examining the audited financial statements

(ii) Whether the Customer has achieved the financial closure for the work for which the company is bidding
(iii) Where the customer is Public Sector Undertaking, sanction and availability of adequate financial resources for
the proposed work.
Company makes provision on it’s financial assets, on every reporting period, as per Expected Credit Loss Method.
The provision is made separately for each financial assets of each business line. The percentage at which the
provision is made, is determined on the basis of historical experience of such provisions, modified to the current and
prospective business and customer profile.
Trade receivables consist of large number of customers, spread across diverse industries and geographical areas.
Majority of the customers of the company comprise of Public Sector Undertakings, with whom the company does
not perceive any credit risk. As regards the customers from private sector, company carries out financial evaluation
on regular basis and provides for any amount perceived as non realisable, in the books of accounts.

b) Non certification by the customers, either in part or in full, the works billed as per the contract, being non claimable
cost as per the terms of the contract with the customer
Non certification of works billed the Company has contract claims from customers including costs on account of
account of delays / changes in scope / design by them etc. which are at various stages of discussions / negotiations
or under arbitrations. The realisability of these claims are estimated based on contractual terms, historical experience
with similar claims as well as legal opinion obtained from internal and external experts, wherever necessary. Changes
in facts of the case or the legal framework may impact realisability of these claims

The Company provides for doubtful receivables/advances and expected credit loss based on 12 months and lifetime
expected credit loss basis for following financial assets:

134
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

31-Mar-22
Particulars Estimated Provision/ Carrying
Gross Expected Credit amount net
Carrying Loss of impairment
Amount at provision
default
Trade receivables 37,133.14 (9,075.87) 28,057.27
Contract Assets 83,029.75 (3,321.01) 79,708.74
Advances to Suppliers 8,510.53 (1,640.30) 6,870.23

31-Mar-21
Particulars Estimated Provision/ Carrying
Gross Expected Credit amount net
Carrying Loss of impairment
Amount at provision
default
Trade receivables 39,791.61 (6,971.47) 32,820.14
Contract Assets 83,594.37 (910.95) 82,683.42
Advances to Suppliers 8,682.63 (1,640.30) 7,042.33

Reconciliation of Provision and Expected Credit Loss - Other financial assets

Particulars Trade Contact Asset Advances to

receivables suppliers
Provision and Expected Credit Loss on March 31, 2021 6,971.47 910.95 1,640.30
Allowance for Doubtful Debts 2,104.40 2,410.06 -
Provision and Expected Credit Loss on March 31, 2022 9,075.87 3,321.01 1,640.30

Liquidity risk
Company being an EPC contractor, has a constant liquidity pressures to meet the project requirements. These
requirements are met by a balanced mix of borrowings and project cash flows. Cash flow forecast is made for all
projects on monthly basis and the same are tracked for actual performance on daily basis. Shortfall in cash flows are
matched through short term borrowings and other strategic financing means. The daily project requirements are met
by allocating the daily aggregated cash flows among the projects. Company has established practice of prioritising
the site level payments and regulatory payments above other requirements.

135
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

The table below summarizes the maturity profile of the Company’s financial liabilities:

Less than 3 3 to 12 1 to 5 years More than 5 Total

months months years
31-Mar-22
Short term borrowings 82,462.97 82,462.97
Long-term borrowings - 15,364.47 15,364.47
Trade payables - 10,713.60 5,159.55 15,873.15
Other financial liability - 5,154.25 5,154.25
- 98,330.82 20,524.02 - 1,18,854.82

31-Mar-21
Short term borrowings - 63,515.81 63,515.81
Long-term borrowings - 20,072.84 20,072.84
Trade payables - 14,134.77 8,476.78 22,611.54
Other financial liability - 5,905.02 5,905.02
- 83,555.59 28,549.62 - 1,12,105.21
Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all
other equity reserves attributable to the equity holders. The primary objective of the Company’s capital management
is to maximize the shareholder value and to ensure the Company's ability to continue as a going concern.

The Company has not distributed any dividend to its shareholders. The Company monitors Net Debt to Capital ratio
i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of term loans
and cash credits. The Company manages the capital structure and makes adjustments to it in the light of changes
in economic conditions and the risk characteristics of the underlying assets.

31-Mar-22 31-Mar-21
Total equity (i) 74,604.62 99,451.02

Total debt (ii) 97,827.44 83,588.65

Cash and Cash Equivalents (iii) 548.27 625.68
Net Debt (iv) = (ii) - (iii) 97,279.17 82,962.97

Total Capital (v) = (i) + (iv) 1,71,883.79 1,82,413.99

Net Debt to Capital ratio (iv) / (v) 0.57 0.45

No changes were made in the objectives, policies or processes for managing capital during the years ended
31 March 2022 and 31 March 2021.

136
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

Disclosures pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets

Movement in Provisions:

Provision
Provision for Expected Credit Provision for
Particulars for Doubtful
Losses Advances
Receivables
Current Non-Current Non-Current Current
Opening Balance as on April 01, 2021 7,882.42 11,198.05 1,521.48 1,640.30
Add: Additional Provision during the year 4,514.46 132.86 1,047.75 -
Closing Balance as on March 31, 2022 12,396.88 11,330.91 2,569.23 1,640.30

56 Commitments
Particulars As at As at
31 March 2022 31 March 2021
Estimated amount of contracts remaining unexecuted on capital account (net Nil Nil
of advances paid) and not provided for

57 Contingent liabilities
Particulars As at As at
31 March 2022 31 March 2021
a) Claims against the Company not acknowledged as debts 15,835.06 10,879.21
b) Central Excise, Service Tax and customs Duties demands contested in 408.00 408.00
Appeals , not provided for
c) Disputed VAT/ Central Sales tax demands contested in Appeals, not provided 9,669.88 9,256.75
for
d) Income tax demands contested in Appeals, not provided for - 1,800.58
e) Bank Guarantees outstanding 32,002.18 41,353.20

Management is confident of winning the appeals in respect of the above , hence no provision has been made. Future
cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at
various forums / authorities.

137
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
58 Ratios as per the Schedule III requirements
31st March 2022 31st March 2021 Ratio as on
Particulars Numerator Denominator Numerator Denominator Numerator Denominator 31st 31st Variance Reason
March March
2022 2021
Current Ratio Current Current 1,23,885.41 1,07,385.14 1,34,630.07 97,818.36 1.15 1.38 -16%
Assets Liabilities
Debt Equity Debt Total Equity 97,827.44 74,604.62 83,588.65 99,451.02 1.31 0.84 56% Increase in
Ratio overdues and
Interest accrued
not paid
Return on PAT Total equity -24,901.02 74,604.62 -18,288.54 99,451.02 -33% -18% 82% ECL provision,
equity/ reduction in
investment net worth due
to loss
Inventory Erection Average stock 25,114.70 26,789.22 51,540.10 26,695.46 0.94 1.93 -51% Reduction in
Turnover Contruction COGS in line
Ratio & Operation with reduction
expenses & in revenue
change in
inventry
Trade Debtors Net credit 46,825.77 30,278.64 53,835.28 53,193.33 1.55 1.01 53% Trade receivable
Receivables sales Turnover Ratio
turnover ratio is higher in
current year
in spite of
reduction in
debtors on
account of
more than
proportionate
reduction in
turnover
Trade Creditors Net credit 15,549.71 24,866.50 21,769.11 51,463.44 0.63 0.42 48% Increase in
payables purchases creditors &
turnover ratio reduction in
credit purchases
Net capital Revenue Total equity 30,278.64 74,604.62 53,193.33 99,451.02 0.41 0.53 -24%
turnover ratio from
operations
Net profit PBT Net sales -14,261.75 30,278.64 -17,139.43 53,193.33 -47% -32% 46% Reduction in
ratio revenue
Return on EBIT Total Assets -2,693.38 54,034.31 -6,483.68 81,705.21 -5% -8% 37% Reduction
Capital (PBT + - Deferred in EBIT loss
employed Finance tax - Current as well as
cost) Liabilitites reduction
in Capital
Employed

138
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
59 The Company (SEPC) is one of the Respondent along with Twarit Consultancy Private Limited (TCPL) in respect of
an Arbitration by The Singapore International Arbitration Centre (SIAC) filed by GPE (INDIA) Ltd, GPE JV1Ltd, Gaja
Trustee Company Private Ltd (the Claimants) in connection with the claimants’ investments in an associate company
of the Company. SIAC vide their Order dated January 07, 2021 awarded damages Jointly and Severally on the
Respondents to the tune of ` 19,854.10 lakhs and a sum of SGD 372,754.79 towards Arbtration expenses. These are
to be paid along with simple interest @ 7.25% pa from July 21, 2017 until the date of payment. The Respondents have
already preferred an appeal before the High Court of Republic of Singapore against the award of SIAC and the same
is pending as on date. However, the Company has entered into an Inter -se arrangement dated September 29, 2015
with TCPL and Shri Housing Pvt Ltd by which, Company will be fully indemnified, in case of any liablity arising out of
any Suits, Proceedings, Disputes, Damages payable by the Company on any defaults arising out of the investments
made by the Complainant in the associate. In view of the said Inter-se Arrangements, the Company do not have any
liability whatsoever, on account of this award which is subject to the outcome of the Respondents appeal before all
appropriate Jurisdictional Courts / Forums.

60 Mokul Shriram EPC JV (JV Company) have won the complaint against Export Credit Guarantee Corporation of India
Limited (ECGC) before the National Consumer Disputes Redressal Commission,(NCDRC) New Delhi, in connection
with the project executed in Basra, Iraq. NCDRC, vide their order dated January 27, 2021, allowed the claims and
directed ECGC to pay a sum of ` 26,501 lakhs along with simple interest @ 10% pa. with effect from September 19,
2016 till the date of realisation to the JV Company within a period of three months from the date of order, failing which
ECGC will be liable to pay compensation in the form of simple interest @ 12% pa. ECGC had filed an appeal against
the order of NCDRC New Delhi, before Supreme Court, and the case is pending for disposal.

61 The outbreak of Coronavirus (COVID -19) pandemic globally and in India caused significant disturbance and slowdown
of economic activity. The Company has assessed the impact of pandemic on its financial results/position based on
the principle of prudence in applying judgements, estimates and assumptions including sensitivity analysis and has
concluded that there is no major impact of COVID 19 on the recoverability of carrying values of assets and expects to
recover the carrying value of its assets other than the provision made as mentioned in Note 43.1. Considering that it
is a dynamic and evolving situation, the management will continue to closely monitor and evaluate the impact of any
material change in macro-economic and other related factors, which may have bearing on the Company’s operations.

62 The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and post-employment,
has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the
Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date
from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the
period in which, the Code becomes effective and the related rules to determine the financial impact are published.”

63 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of
Companies Act, 1956:

Nature of Relationship Balance Balance

transactions with outstanding outstanding
Name of struck off Company
with struck-off the Struck off as at current as at previous
Company company, if any period period
MODY INDUSTRIES (FC) P LTD Payables NA - (2.91)
SCHNEIDER ELECTRIC Payables NA - (13.29)
Hariom Tradewing Pvt Ltd Payables NA - (0.05)
ORIENT CARGO MOVERS (P) LTD. Payables NA - (0.22)
DEVACHANDANA FOUNDATIONS Payables NA - (0.40)
FILTREX CONSULTANTS&ENGINEERS Payables NA - (11.91)

139
Notes forming part of the Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
64 Utilisation of Borrowed funds:

a) The Company has not advanced or loaned or invested funds during the reporting periods to any other person(s)
or entity(ies), including foreign entities (Intermediaries) with the understanding whether recorded in writing or
otherwise that the Intermediary shall: (i) Directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee,
security or the like to or on behalf of the Ultimate Beneficiaries

b) The Company has not received any fund during the reporting periods from any person(s) or entity(ies), including
foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company
shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

65 Details of Benami Property held

The Company does not have any Benami property, where any proceeding has been initiated or pending against the
company for holding any Benami property.

66 Compliance with number of layers of companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
the Companies (Restriction on number of Layers) Rules, 2017.

67 Undisclosed income

The Company does not have any undisclosed income which is not recorded in the books of account that has been
surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act,
1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

68 Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

69 Registration of charges or satisfaction with Registrar of Companies

The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.

70 The Board, duly taking into account all the relevant disclosures made has approved these financial statements in its
meeting held on June 24, 2022.

71 The figures for the previous year have been reclassified/ regrouped wherever necessary for better understanding and
comparability.

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

140
Independent Auditors’ Report to the Members of
SEPC Limited (Formerly known as Shriram EPC
Limited)
Report on the Audit of the Consolidated Financial Statements

Qualified Opinion This matter was also qualified in our report on the
Consolidated financial statements for the year ended
We have audited the accompanying consolidated financial March 31, 2021.
statements of SEPC Limited (Formerly known as Shriram
EPC Limited) (hereinafter referred to as the “Holding 2. Contract Asset (Non-Current) include Rs. 3,956.02
Company”) and its subsidiary (Holding Company and Lakhs (Net of provisions amounting to Rs. 926.98
its subsidiary together referred to as “the Group”) which Lakhs) relating to project dues which is not progressing
comprise the Consolidated Balance Sheet as at March 31, on account of Statutory delays faced by the Customer.
2022, and the Consolidated Statement of Profit and Loss, In the absence of positive development in this
the Consolidated Statement of Changes in Equity and the matter till date there is uncertainty on the amount
Consolidated Statement of Cash Flows for the year then that would be recoverable by the Company. Further,
ended, and notes to the Consolidated Financial Statements, sufficient appropriate audit evidence to corroborate
including a summary of significant accounting policies management’s assessment of recoverability of the
(hereinafter referred to as “the consolidated financial above said amounts are not available. Accordingly,
statements”). we are unable to comment on the carrying value of
above-mentioned Contract Asset (Non-Current) and the
In our opinion and to the best of our information and impact if any, on account of non-provisioning of the said
according to the explanations given to us, and based on balance on the Consolidated financial statements at
consideration of reports of other auditors on separate present. Refer to Note 08 of the Consolidated Financial
financial statements and on the other financial information Statements.
of subsidiary, except for the possible effects of the matter
described in Basis for Qualified Opinion section of our  e conducted our audit in accordance with the Standards
W
report, the aforesaid consolidated financial statements on Auditing (SAs) specified under section 143(10) of the
give the information required by the Companies Act, Act. Our responsibilities under those Standards are further
2013 (“the Act”) in the manner so required and give a true described in the Auditor’s Responsibilities for the Audit
and fair view in conformity with the Indian Accounting of the Consolidated Financial Statements section of our
Standards prescribed under section 133 of the Act read report. We are independent of the Group in accordance
with Companies (Indian Accounting Standards) Rules, 2015 with the ethical requirements that are relevant to our audit
as amended and other accounting principles generally of the consolidated financial statements in India in terms
accepted in India, of their consolidated state of affairs of the Code of Ethics issued by the Institute of Chartered
of the Group, as at March 31, 2022, consolidated loss, Accountant of India (“ICAI”) and the relevant provisions of
consolidated changes in equity and its consolidated cash the Act and we have fulfilled our other ethical responsibilities
flows for the year then ended. in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
Basis for Qualified Opinion appropriate to provide a basis for our qualified opinion.
1. The carrying value of Deferred Tax Asset (DTA) Material Uncertainty Related to Going Concern
include an amount of Rs. 39,645.00 Lakhs (March 31,
2021: Rs. 43,889.00 Lakhs) which is recognized on We draw attention to Note 4 (e) to the consolidated financial
unabsorbed business losses. Due to unavailability of statements, which states that the Company has incurred
sufficient appropriate audit evidence to corroborate a net loss of Rs. 26,370.37 Lakhs during the year ended
management’s assessment on reasonable certainty March 31, 2022 and as of that date has accumulated losses
of future taxable profits, as required by Ind AS 12 on aggregating to Rs. 2,15,105.50 Lakhs which has resulted in
Income taxes and, considering the current pandemic substantial erosion of its net worth. Further, the COVID-19
situation, we are unable to ascertain the extent to which pandemic has also impacted the operations resulting in
the deferred tax asset can be utilized. (Refer Note 44 delay of collection relating to project dues. These events
of the consolidated financial statements). or conditions indicates that a material uncertainty exists
that may cast significant doubt on the Company’s ability
to continue as a going concern. However, having regard to

141
the restructuring plan for borrowings, infusion of additional consolidated financial statements for the year ended March
equity subsequent to the year end and the Management’s 31, 2022. These matters were addressed in the context
plans to meet financial obligations in foreseeable future out of our audit of the consolidated financial statements as a
of the cash flows from execution of the pipeline of orders in whole, and in forming our opinion thereon, and we do not
hand, future business plans, non-fund based facilities, and provide a separate opinion on these matters. In addition
realisation of trade receivables, the consolidated financial to the matters described in the Basis for Qualified Opinion
statements of the Company for the year ended March 31, section and Material Uncertainty related to Going Concern
2022 have been prepared on a going concern basis. section we have determined the matters described below to
be the key audit matters to be communicated in our report.
Our opinion is not modified in respect of this matter.
Provision for Expected credit loss
Emphasis of Matter
Refer to Note 08, 10,11,12,16,17 & 21 in the Consolidated
We draw attention to Notes 43 to the consolidated financial Financial statements of 2021-22.
statements which states that the Management has made an
assessment of the impact of Covid-19 on the Company’s The Company measures revenue to be recognised based
operations, financial performance and position as at and for on the contract costs incurred till the reporting date over
the year ended March 31, 2022 and accordingly recognised the total estimated costs for each contract. Such revenue
an impairment loss of Rs. 6,361.26 Lakhs (March 31, 2021: recognised in excess of progress billing till the reporting
Rs. 1,149.11 Lakhs) on financial assets & contract assets date is presented as ‘Contract Assets’ which are yet to be
to reflect the business impact arising from the COVID 19 billed to the customers. Such contract assets are accounted
pandemic. based on the contractual terms and management’s
assessment of recoverability from customers.
Our opinion is not qualified in respect of this matter.
The Company estimates and recognises allowance for
Information Other than the Consolidated Financial expected credit losses on trade receivables and contract
Statements and Auditor’s Report Thereon assets which involves consideration of aging status,
historical payment records, evaluation of litigations, the
The Holding Company’s Board of Directors is responsible
likelihood of collection based on the terms of the contract
for the other information. The other information comprises
and the credit information of its customers including the
the information included in the Annual Report, Management
possible effect from the pandemic relating to COVID-19.
Report, Chairman’s Statement, Director’s Report etc., but
does not include the consolidated financial statements and For trade receivables and contract assets that are
our auditor’s report thereon individually significant, expected credit losses are measured
based on the present value of cash shortfalls over the
Our opinion on the consolidated financial statements does
remaining expected lives of the trade receivables and
not cover the other information and we do not express any
contract assets. The calculation of the collective credit loss
form of assurance conclusion thereon.
provision is inherently judgmental.
In connection with our audit of the consolidated financial
We have identified provisioning for expected credit loss
statements, our responsibility is to read the other
as a key audit matter as the calculation of credit loss
information and, in doing so, consider whether the other
provision is a complex area and requires management
information is materially inconsistent with the consolidated
to make significant assumptions on customer payment
financial statements or our knowledge obtained in the audit
behaviour and estimating the level and timing of expected
or otherwise appears to be materially misstated. If, based
future cash flows.
on the work we have performed, we conclude that there is
a material misstatement of this other information, we are How the Key Audit Matter was addressed in our audit:
required to report that fact. The other information included
in the Annual Report, Management Report, Chairman’s Our audit procedures in respect of this area included:
Statement, Director’s Report etc. have not been adjusted for
the impacts as described in the Basis for Qualified section 1. Obtained an understanding of the process relating to
above Accordingly, we are unable to conclude whether allowance for credit loss and assessed the management’s
or not the other information is materially misstated with estimate and related policies used in the credit loss analysis.
respect to this matter.
2. Verified on test check basis contract assets with
Key Audit Matters corresponding trade receivables & contract assets that
were overdue and evaluated the basis for management’s
Key audit matters are those matters that, in our professional conclusions regarding the (a) evidence supporting the
judgment, were of most significance in our audit of the execution of work for which the contract assets were

142
recognised; (b) reasons for the delays in billing of invoices in the Group are responsible for assessing the ability of
and the basis on which recoverability of the contract assets the Group to continue as a going concern, disclosing, as
was assessed; (c) impact on the allowance for expected applicable, matters related to going concern and using the
credit losses; going concern basis of accounting unless the Board of
Directors either intends to liquidate the Group or to cease
3. The management has assessed on individual level trade operations, or has no realistic alternative but to do so.
receivables, contract assets and loan assets by Expected
credit loss model, examined on a test check basis, the The respective Board of Directors of the companies
objective evidence relating to the impairment of trade included in the Group are responsible for overseeing the
receivables, contract assets and loan assets and the key financial reporting process of the Group.
assumptions used in the estimate of the present value of all
cash shortfalls and reviewed whether amounts have been Auditor’s Responsibilities for the Audit of the
recovered after the end of reporting period. Consolidated Financial Statements

4. Reviewed the appropriateness of management’s ageing Our objectives are to obtain reasonable assurance about
analysis based on days past due by examining the original whether the consolidated financial statements as a whole
documents (such as invoices and bank deposit advice). are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes
5. Recalculated the ECL of each type of trade receivables our opinion. Reasonable assurance is a high level of
and contract asset according to the provision matrix. assurance, but is not a guarantee that an audit conducted
in accordance with Standards of Auditing (“SAs”) will
6. Assessed the accuracy of the disclosures in the financial always detect a material misstatement when it exists.
statements and ensured that they were in accordance with Misstatements can arise from fraud or error and are
Ind AS 109 ‘Financial Instruments’ considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
Responsibilities of Management and Those Charged
decisions of users taken on the basis of these consolidated
with Governance for the Consolidated Financial
financial statements.
Statements
We give in “Annexure A” a detailed description of Auditor’s
The Holding Company’s Board of Directors is responsible
responsibilities for Audit of the Consolidated Financial
for the preparation and presentation of these consolidated
Statements.
financial statements in term of the requirements of the
Act that give a true and fair view of the consolidated Other Matters
financial position, consolidated financial performance and
consolidated cash flows of the Group in accordance with We did not audit the financial statements of one subsidiary,
the accounting principles generally accepted in India, whose financial statements reflect total assets of
including the Accounting Standards specified under Rs.15,356.23 Lakhs as at March 31, 2022, total revenues
section 133 of the Act. The respective Board of Directors of Rs.2,885.01 Lakhs and net cash flows amounting
of the companies included in the Group are responsible to Rs.34.40 Lakhs for the year ended on that date, as
for maintenance of adequate accounting records in considered in the consolidated financial statements. The
accordance with the provisions of the Act for safeguarding consolidated financial statements also include the Group’s
the assets of the Group and for preventing and detecting share of net loss of Rs. 1,469.36 Lakhs for the year ended
frauds and other irregularities; the selection and application March 31, 2022, as considered in the consolidated financial
of appropriate accounting policies; making judgments statements. The financial statements have been audited by
and estimates that are reasonable and prudent; and the other auditors whose reports have been furnished to us
design, implementation and maintenance of adequate by the Management and our opinion on the consolidated
internal financial controls, that were operating effectively financial statements, in so far as it relates to the amounts
for ensuring accuracy and completeness of the accounting and disclosures included in respect of this subsidiary and
records, relevant to the preparation and presentation of the our report in terms of sub-section (3) of Section 143 of the
financial statements that give a true and fair view and are Act, in so far as it relates to the aforesaid subsidiary, is
free from material misstatement, whether due to fraud or based solely on the reports of the other auditors.
error, which have been used for the purpose of preparation
of the consolidated financial statements by the Directors of Our opinion on the consolidated financial statements, and
the Holding Company, as aforesaid. our report on Other Legal and Regulatory Requirements
below, is not qualified in respect of the above matters with
In preparing the consolidated financial statements, the respect to our reliance on the work done and the reports
respective Board of Directors of the companies included of the other auditors and the financial statements certified
by the Management.

143
Report on Other Legal and Regulatory Requirements the Group and the operating effectiveness of such
controls, refer to our separate report in “Annexure
1. As required by Section 143(3) of the Act, we report, B”.
to the extent applicable, that:
i. With respect to the other matters to be included in
a. We have sought and, except for the possible effects the Auditor’s Report in accordance with Rule 11 of
of the matter described in the Basis for Qualified the Companies (Audit and Auditor’s) Rules, 2014,
Opinion above, obtained all the information and in our opinion and to the best of our information
explanations which to the best of our knowledge and according to the explanations given to us:
and belief were necessary for the purposes of
our audit of the aforesaid consolidated financial i. The consolidated financial statements disclose
statements. the impact of pending litigations on the
consolidated financial position of the Group–
b. Except for the effects of the matter described in Refer Note 58 to the consolidated financial
the Basis for Qualified Opinion section above, in statements.
our opinion, proper books of account as required
by law relating to preparation of the aforesaid ii. Except for the possible effect of the matters
consolidated financial statements have been kept described in the basis of qualified opinion
so far as it appears from our examination of those paragraph above, the Group has made
books and the reports of the other auditors. provision, as required under the applicable
law or accounting standards, for material
c. The Consolidated Balance Sheet, the Consolidated foreseeable losses, if any, on long term
Statement of Profit and Loss, the Consolidated contracts including derivative contracts.
Statement of Changes in Equity and the
Consolidated Statement of Cash Flow dealt with iii. There were no amounts which were required
by this Report are in agreement with the relevant to be transferred to the Investor Education and
books of account maintained for the purpose Protection Fund by the Holding Company, and
of preparation of the consolidated financial its subsidiary company.
statements.
iv.1) The Management of the Holding Company
d. Except for the effects of the matter described whose financial statements have been audited
in Basis for Qualified Opinion section above, in under the Act have represented to us that,
our opinion, the aforesaid consolidated financial to the best of their knowledge and belief,
statements comply with the Accounting Standards no funds have been advanced or loaned or
specified under Section 133 of the Act, read with invested (either from borrowed funds or share
Rule 7 of Companies (Accounts) Rules,2014. premium or any other sources or kind of funds)
by the Holding Company to or in any other
e. The matter described in Material Uncertainty person or entity, including foreign entities
Related to Going Concern section of our report, with the understanding, whether recorded
in our opinion, may have an adverse effect on the in writing or otherwise, as on the date of this
functioning of the Group. audit report, that such parties shall, directly
or indirectly lend or invest in other persons or
f. On the basis of the written representations received
entities identified in any manner whatsoever
from the directors of the Holding Company as on
by or on behalf of the Holding Company
March 31, 2022 taken on record by the Board of
(“Ultimate Beneficiaries”) or provide any
Directors of the Holding Company, none of the
guarantee, security or the like on behalf of the
directors of the Group companies incorporated in
Ultimate Beneficiaries.
India are disqualified as on March 31, 2022 from
being appointed as a director in terms of Section 2) The Managements of the Holding Company
164 (2) of the Act. whose financial statements have been audited
under the Act have represented to us that,
g. The qualification relating to the maintenance of
to the best of their knowledge and belief,
accounts and other matters connected therewith
no funds have been received by the Holding
are as stated in the Basis for Qualified Opinion
Company from any person or entity, including
paragraph above.
foreign entities with the understanding,
h. With respect to the adequacy of internal financial whether recorded in writing or otherwise, as on
controls with reference to financial statements of the date of this audit report, that the Holding

144
 Company shall, directly or indirectly, lend or v. The Company has neither declared nor paid any
invest in other persons or entities identified dividend during the year.
in any manner whatsoever by or on behalf of
the Funding Party (“Ultimate Beneficiaries”) 2. As required by The Companies (Amendment) Act, 2017,
or provide any guarantee, security or the like in our opinion, according to information, explanations
on behalf of the Ultimate Beneficiaries. given to us, the remuneration paid by the Group, to
its directors is within the limits laid prescribed under
3) Based on the audit procedures that have Section 197 of the Act and the rules thereunder.
been considered reasonable and appropriate
in the circumstances performed by us whose 3. According to the information and explanations given
financial statements have been audited under to us, Holding Company incorporated in India, have
the Act, and according to the information certain remarks included in their reports under
and explanations provided to us by the Companies (Auditor’s Report) Order, 2020 (“CARO”),
Management of the Holding Company in this which have been reproduced as per the requirements
regard nothing has come to our notice that has of the Guidance Note on CARO.
caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e) as
provided under (1) and (2) above, contain any
material mis-statement.

Sr. No Name of the Company CIN Type of Company Clause number of the
CARO Report which is
qualified or Adverse
1 SEPC Limited (Formerly L74210TN2000PLC045167 Holding Company ix (a)
known as Shriram EPC Lim-
ited)

For MSKA & Associates

Chartered Accountants
ICAI Firm Registration No.105047W

Geetha Jeyakumar
Partner
Place: Chennai Membership No. : 029409
Date: June 24, 2022 UDIN: 22029409ALPFGC2451

145
Annexure “A” to the Independent Auditor’s Report on
Even date on the Consolidated Financial Statements of
SEPC Limited (Formerly known as Shriram EPC Limited)
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
As part of an audit in accordance with SAs, we exercise consolidated financial statements. We are responsible
professional judgment and maintain professional skepticism for the direction, supervision and performance of
throughout the audit. We also: the audit of the financial statements of such entities
included in the consolidated financial statements
• Identify and assess the risks of material misstatement
of which we are the independent auditors. For the
of the consolidated financial statements, whether due
other entities included in the consolidated financial
to fraud or error, design and perform audit procedures
statements, which have been audited by other
responsive to those risks, and obtain audit evidence
auditors, such other auditors remain responsible for the
that is sufficient and appropriate to provide a basis
direction, supervision and performance of the audits
for our opinion. The risk of not detecting a material
carried out by them. We remain solely responsible for
misstatement resulting from fraud is higher than for
our audit opinion.
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or We communicate with those charged with governance of
the override of internal control. the Holding Company and such other entities included in
the consolidated financial statements of which we are the
• Obtain an understanding of internal control relevant to
independent auditors regarding, among other matters, the
the audit in order to design audit procedures that are
planned scope and timing of the audit and significant audit
appropriate in the circumstances. Under section 143(3)
findings, including any significant deficiencies in internal
(i) of the Act, we are also responsible for expressing our
control that we identify during our audit.
opinion on whether the Company has internal financial
controls with reference to financial statements in place We also provide those charged with governance with a
and the operating effectiveness of such controls. statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
• Evaluate the appropriateness of accounting policies
with them all relationships and other matters that may
used and the reasonableness of accounting estimates
reasonably be thought to bear on our independence, and
and related disclosures made by management.
where applicable, related safeguards.
• Conclude on the appropriateness of management’s
From the matters communicated with those charged
use of the going concern basis of accounting and,
with governance, we determine those matters that were
based on the audit evidence obtained, whether
of most significance in the audit of the consolidated
a material uncertainty exists related to events or
financial statement for the year ended March 31, 2022
conditions that may cast significant doubt on the
and are therefore the key audit matters. We describe these
ability of the Group to continue as a going concern.
matters in our auditor’s report unless law or regulation
If we conclude that a material uncertainty exists, we
precludes public disclosure about the matter or when, in
are required to draw attention in our auditor’s report
extremely rare circumstances, we determine that a matter
to the related disclosures in the consolidated financial
should not be communicated in our report because the
statements or, if such disclosures are inadequate, to
adverse consequences of doing so would reasonably be
modify our opinion. Our conclusions are based on the
expected to outweigh the public interest benefits of such
audit evidence obtained up to the date of our auditor’s
communication.
report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
For MSKA & Associates
• Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the Chartered Accountants
disclosures, and whether the consolidated financial ICAI Firm Registration No.105047W
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Geetha Jeyakumar
• Obtain sufficient appropriate audit evidence regarding Partner
the financial information of the entities or business Place: Chennai Membership No. : 029409
activities within the Group to express an opinion on the Date: June 24, 2022 UDIN: 22029409ALPFGC2451

146
Annexure B to the Independent Auditor’s Report of
Even Date on ohe Consolidated Financial Statements of
SEPC Limited (Formerly Known as Shriram EPC Limited)
[Referred to in paragraph 2(h) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’
Report of even date to the Members of SEPC Limited (Formerly known as Shriram EPC Limited) on the Financial Statements
for the year ended March 31, 2022]

Report on the Internal Financial Controls under Clause statements of the Holding Company were operating
(i) of Sub-section 3 of Section 143 of the Companies effectively as of March 31, 2022.
Act, 2013 (“the Act”) We have considered the material weaknesses identified
Qualified Opinion and reported above in determining the nature, timing, and
In conjunction with our audit of the consolidated financial extent of audit tests applied in our audit of the March 31,
statements of the Company as of and for the year ended 2022 consolidated financial statements of the Company,
March 31, 2022, we have audited the internal financial and these material weaknesses do not affect our opinion
controls with reference to financial statements of SEPC on the consolidated financial statements of the Company.
Limited (Formerly known as Shriram EPC Limited) Management’s Responsibility for Internal Financial
(hereinafter referred to as “the Holding Company”). Controls
According to the information and explanations given to us The Board of Directors of the Holding Company are
and based on our audit, the following material weaknesses responsible for establishing and maintaining internal
have been identified in the operating effectiveness of financial controls based on the internal control with
the Holding Company’s internal financial controls with reference to financial statements criteria established
reference to financial statements as at March 31, 2022:
by the respective companies considering the essential
a) Provisioning of contract assets which is outstanding components of internal control stated in the Guidance Note.
for a substantial period of time, which could potentially These responsibilities include the design, implementation
result in the Company not recognizing a provision for and maintenance of adequate internal financial controls
the said assets. that were operating effectively for ensuring the orderly
b) Assessment of future taxable profits which could result and efficient conduct of its business, including adherence
in recognition of excess deferred tax asset which the to the respective Company’s policies, the safeguarding
Company may not be able to utilize. of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting
A ‘material weakness’ is a deficiency, or a combination
of deficiencies, in internal financial control with reference records, and the timely preparation of reliable financial
to financial statements, such that there is a reasonable information, as required under the Act.
possibility that a material misstatement of the Company’s Auditor’s Responsibility
annual or interim financial statements will not be prevented
or detected on a timely basis. Our responsibility is to express an opinion on the internal
financial controls with reference to financial statements of
In our opinion, and to the best of our information and
the Holding company based on our audit. We conducted
according to the explanations given to us, the Holding
our audit in accordance with the Guidance Note on Audit
Company, have in all material respects, maintained
of Internal Financial Controls Over Financial Reporting (the
adequate internal financial controls with reference to
“Guidance Note”) issued by the ICAI and the Standards
financial statements as of March 31, 2022, based on the
on Auditing prescribed under section 143(10) of the Act,
internal control with reference to financial statements
to the extent applicable to an audit of internal financial
criteria established by respective companies considering
controls. Those Standards and the Guidance Note require
the essential components of internal control stated in the
that we comply with ethical requirements and plan and
Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered perform the audit to obtain reasonable assurance about
Accountants of India (“ICAI”) except for the possible whether adequate internal financial controls with reference
effects of the material weaknesses described above on to financial statements was established and maintained
the achievement of the objectives of the control criteria, and if such controls operated effectively in all material
the internal financial controls with reference to financial respects.

147
Our audit involves performing procedures to obtain audit accordance with generally accepted accounting principles,
evidence about the adequacy of the internal financial and that receipts and expenditures of the Company are
controls with reference to financial statements and their being made only in accordance with authorizations of
operating effectiveness. Our audit of internal financial management and directors of the Company; and (3)
controls with reference to financial statements included provide reasonable assurance regarding prevention or
obtaining an understanding of internal financial controls timely detection of unauthorized acquisition, use, or
with reference to financial statements, assessing the risk disposition of the Company’s assets that could have a
that a material weakness exists, and testing and evaluating material effect on the financial statements.
the design and operating effectiveness of internal control
Inherent Limitations of Internal Financial Controls With
based on the assessed risk. The procedures selected
reference to Financial Statements
depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the Because of the inherent limitations of internal financial
financial statements, whether due to fraud or error. controls with reference to financial statements, including
the possibility of collusion or improper management
We believe that the audit evidence we have obtained
override of controls, material misstatements due to error
is sufficient and appropriate to provide a basis for our
or fraud may occur and not be detected. Also, projections
qualified audit opinion on the internal financial controls
of any evaluation of the internal financial controls with
with reference to financial statements of the Holding
reference to financial statements to future periods are
Company.
subject to the risk that the internal financial control with
Meaning of Internal Financial Controls With reference reference to financial statements may become inadequate
to Financial Statements because of changes in conditions, or that the degree
A Company’s internal financial control with reference to of compliance with the policies or procedures may
financial statements is a process designed to provide deteriorate.
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements
for external purposes in accordance with generally
accepted accounting principles. A Company’s internal For MSKA & Associates
financial control with reference to financial statements Chartered Accountants
includes those policies and procedures that (1) pertain ICAI Firm Registration No.105047W
to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and Geetha Jeyakumar
dispositions of the assets of the Company; (2) provide Partner
reasonable assurance that transactions are recorded as Place: Chennai Membership No. : 029409
necessary to permit preparation of financial statements in
Date: June 24, 2022 UDIN: 22029409ALPFGC2451

148
Consolidated Balance Sheet as at March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
Particulars Notes As at March 31, 2022 As at March 31, 2021

ASSETS
Non-current assets
Property, plant and equipment 6A 3,842.03 4,476.34
Right of Use Assets 6B 233.09 -
Intangible assets 7 32.00 36.04
Contract assets 8 3,956.02 3,956.02
Financial assets
Investments 9 52.72 79.84
Loans 10 8,131.35 10,913.30
Trade Receivables 11 18,768.50 21,015.14
Other Financial Assets 12 1,091.57 1,186.06
Deferred Tax Assets (Net) 13 43,345.50 47,623.70
Income Tax Assets (Net) 14 1,412.42 3,327.56
Total Non-Current Assets 80,865.20 92,614.00

Current assets
Inventories 15 - 248.20
Contract Assets 16 79,708.74 82,683.76
Financial assets
Trade receivables 17 37,250.48 40,207.54
Cash and cash equivalents 18 582.67 840.86
Other bank balances 19 2,387.49 2,866.88
Other Financial Assets 20 879.25 844.27

Other Current assets 21 20,052.12 20,727.54

Assets classified as held for sale 22 596.06 596.06
Total Current Assets 1,41,456.81 1,49,015.11
Total Assets 2,22,322.01 2,41,629.11

EQUITY AND LIABILITIES

Equity
Equity share capital 23 97,152.90 97,152.90
Other equity 24 (23,352.89) 3,215.18
Minority Interest 29 146.61 142.73
Total Equity 73,946.62 1,00,510.81

149
Particulars Notes As at March 31, 2022 As at March 31, 2021

Liabilities
Non-Current Liabilities
Financial liabilities
Lease Liabilities 6B 201.93 -
Borrowings 25 15,364.47 20,072.84
Other financial liabilities 26 4,465.38 4,363.37
Provisions 27 540.50 559.51
Contract Liabilities 28 2,202.91 4,882.17
Total Non-Current Liabilities 22,775.19 29,877.89

Current liabilities
Financial liabilities
Lease Liabilities 6B 36.60 -
Borrowings 29 82,462.97 63,515.81
Trade payables
a) Total outstanding dues of micro enterprises and small
enterprises
b) Total outstanding dues of creditors other than micro 30 33,968.22 34,002.60
enterprises and small enterprises
Other financial liabilities 31 1,875.25 1,663.25
Other current liabilities 32 689.94 3,447.20
Contract Liabilities 33 5,934.03 8,076.25
Provisions 34 633.19 535.30

Total Current Liabilities 1,25,600.20 1,11,240.41

Total Liabilities 1,48,375.39 1,41,118.30

Total Equity and Liabilities 2,22,322.01 2,41,629.11

Summary of significant accounting policies 2

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

150
Consolidated Statement of Profit and Loss
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

Particulars Notes For the year For the year ended

ended March 31, March 31, 2021
2022

Income

Revenue from operations 35 32,945.65 58,278.52

Other income 36 1,113.42 2,334.79

Total income 34,059.07 60,613.31

Expenses

Erection, Construction & Operation Expenses 37 29,002.23 55,671.74

Changes in inventories of finished goods, stock-in-trade and 38 248.20 76.66

work-in-progress

Employee benefits expense 39 3,699.44 3,808.41

Finance costs 40 11,568.38 10,658.93

Depreciation and amortization expense 41 582.66 556.04

Other expenses 42 4,689.27 6,517.58

Total expenses 49,790.18 77,289.36

Loss before exceptional items and tax (15,731.11) (16,676.05)

Exceptional items 43 (6,361.26) (1,149.11)

Loss before tax (22,092.37) (17,825.16)

Income tax expense 44

Current tax - 122.17

Deferred tax 4,278.00 -

Total income tax expense 4,278.00 122.17

151
Consolidated Statement of Profit and Loss
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

Particulars Notes For the year For the year ended

ended March 31, March 31, 2021
2022

Profit/(Loss) for the year (26,370.37) (17,947.33)

Other Comprehensive Income

Other comprehensive income not to be reclassified to profit or loss

in subsequent periods

Re-measurement gains on defined benefit plans (Net of Taxes) 15.61 17.10

Fair Value of Equity Instruments through OCI (Net of Taxes) 39.01 2.51

Other Comprehensive Income for the year 54.62 19.61

Total Comprehensive Income/(Loss) for the year (26,315.75) (17,927.72)

Earnings / (Loss) per share 45

Basic earnings /(loss) per share (`) (2.71) (1.85)

Diluted earnings /(loss) per share (`) (2.71) (1.85)

Face value per equity share (`) 10.00 10.00

The accompanying notes are an integral part of the financial statements

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

152
Consolidated Statement of changes in equity for the
year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)

(A) Equity share capital As at 31-03-2022 As at 31-03-2021

No. of shares Amount No. of shares Amount
Equity shares of Rs. 10 each issued, subscribed and fully
paid
Outstanding at the Beginning of the year 97,15,29,018 97,152.90 97,15,29,018 97,152.90
Add: Shares issued during the year - - - -
Outstanding at the End of the year 97,15,29,018 97,152.90 97,15,29,018 97,152.90

(B) Other equity

Particulars Reserve and surplus Components of Other Total
Comprehensive Income
Securities General Capital Retained Share of Foreign Non Re- Equity
premium reserve reserve earnings reserve Currency Controlling measurement instruments
account from an Monetary Interest gains/ (losses) through Other
associate item on defined Comprehensive
Translation benefit plans Income
diff account (Net of Tax)

Balance as at 1 April 2021 1,91,225.43 561.93 12.92 (1,93,436.12) 4,700.99 32.46 142.73 148.07 (30.50) 3,357.91
Loss for the year - - - (26,370.37) (252.32) 3.88 (26,618.82)
Transfer 4,700.99 (4,700.99)
Other comprehensive - - - 15.61 39.01 54.62
income
Total other comprehensive 1,91,225.43 561.93 12.92 (2,15,105.50) - (219.86) 146.61 163.68 8.51 (23,206.28)
loss for the year

Issue of Equity shares - - - - - - -

Balance as at 31 March 1,91,225.43 561.93 12.92 (2,15,105.50) - (219.86) 146.61 163.68 8.51 (23,206.28)
2022

The accompanying notes are an integral part of the financial statements

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

153
Consolidated Statement of Cash Flows
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
Year ended Year ended
Particulars
2021-22 2020-21
Cash flow from operating activities
Loss before tax (22,092.36) (17,825.14)
Adjustments for:
Depreciation and amortization expenses 582.66 556.04
Provision for Gratuity 124.63 122.92
Provision for Compensated Absences 150.81 (52.39)
Provision for doubtful receivables 1,831.49 2,036.42
Bad debts written-off 103.35 -
Finance cost 12,534.31 12,648.14
Interest income (1,074.50) (1,852.03)
Liabilities written back (38.92) (476.04)
Loss / (Gain) on sale of fixed assets 99.18 1.78
Impairment loss allowance on contract assets and receivables 6,361.26 1,149.11
Operating Loss before working capital changes (1,418.09) (3,691.19)

Changes in working capital

Increase / (Decrease) in trade payables 4.54 (8,142.43)
Decrease in inventories 248.20 76.66
Decrease in trade receivables 3,237.95 9,938.57
Decrease in loans and advances 2,781.95 1,387.73
Increase / (Decrease) in other current liabilities (2,757.25) 1,364.60
Decrease in contract liabilities (4,821.51) -
Decrease in other non current liabilities - (7,653.15)
Increase in Short Term provisions (52.91) 29.16
Decrease in Long Term provisions (169.82) (176.61)
Increase in other financial liabilties 314.00 818.11
Decrease in other financial assets 59.53 2,124.19
(Increase) / Decrease in other current assets 675.43 (761.74)
Increase in Contract Assets (3,386.25) -
Decrease in assets held for sale - 107.29
Cash used in operations (5,284.24) (4,578.81)
Income tax paid (1,915.15) (410.38)
Net cash used in operating activities (A) (7,199.39) (4,989.19)

154
Consolidated Statement of Cash Flows
for the year ended March 31, 2022
Year ended Year ended
Particulars
2021-22 2020-21

Cash flow from Investing activities

Payment for property, plant and equipment and intangible assets (1.10) (631.53)
Movement in Bank balances not considered as Cash and cash equivalents (Net) (479.39) 2,018.52
Proceeds from sale/ disposal of fixed assets 4.49 601.99
Interest received 578.52 119.66
Net cash flow from investing activities (B) 102.52 2,108.64

Cash flow from Financing activities

Proceeds / (Repayment) of Short term borrowings (net) 6,875.28 13,629.85
Repayment of Long term borrowings - (549.86)
Interest and Finance Charges Paid - (10,564.13)
Repayment of finance lease obligation (36.60) -
Net cash flow from financing activities (C) 6,838.68 2,515.86

Net increase in cash and cash equivalents (A+B+C) 258.19 (364.69)

Cash and cash equivalents at the beginning of the year 840.86 1,205.55
Cash and cash equivalents at the end of the year 582.67 840.86

Cash and cash equivalents comprise

Cash and cash equivalents as per Balance Sheet 2,970.16 3,707.74
Less: Other bank balances disclosed separately under note 19 (2,387.49) (2,866.88)
582.67 840.86
Summary of significant accounting policies 2
The accompanying notes are an integral part of the financial statements.

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

155
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
1 General Information held/incurred jointly with other partners in proportion
to its interest in such joint arrangements in compliance
Shriram EPC Limited (the “Company” or “SEPC”)
with applicable accounting standards taking into
which is a part of the Shriram EPC Group has diverse
account the related rights and obligations applicable
interests across Project Engineering & Construction.
in the respective jointly controlled operations.
The company provides end-to-end solutions to
engineering challenges, offering multi disciplinary
Joint operators % of
design, engineering, procurement, construction and
SEPC's
project management services. SEPC is focused on
Share
providing turnkey solutions for ferrous & non ferrous,
cement, aluminum, copper and thermal power plants, Larsen & Toubro limited shriram EPC 10%
water treatment & transmission, renewable energy, JV
cooling towers & material handling.
Shriram EPC Eurotech Environment Pvt 100%
The Company along with the Joint operators enters Ltd - JV*
into contracts with the customers for execution of the
projects. The Company’s share as per such contracts is SEPC DRS ITPL JV* 100%
listed below. However, the Company as a Joint operator, Mokul Shriram EPC JV* 50%
recognises assets, liabilities, income and expenditure
*Unincorporated Joint Ventures
Subsidary Company which are consolidated % of Holding and voting
power
Name of entity Relationship Country of incorpora- March 31, March 31,
tion 2022 2021
Shriram EPC (FZE) Subsidary United Arab Emirates 100% 100%
Shriram EPC Arkan LLC Subsidary of Subsidary Muscat, Oman 70% 70%
2 Significant accounting policies
Significant accounting policies adopted by the company are as under:
2.1 Basis of Preparation of Financial Statements
The financial statements have been prepared using significant accounting policies and measurement basis summarised
below. These were used throughout all periods presented in the financial statements.
(a) Statement of Compliance with Ind AS
The Company’s financial statements have been prepared in accordance with the provisions of the Companies Act,
2013 and the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards)
Rules, 2015 and amendments thereof issued by Ministry of Corporate Affairs in exercise of the powers conferred by
section 133 of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of
Chartered Accountants of India (ICAI) are also applied except where compliance with other statutory promulgations
require a different treatment. These financial statements have been approved for issue by the Board of Directors at its
meeting held on June 24, 2022.
(b) Basis of measurement
The financial statements have been prepared on a historical cost convention on accrual basis, except certain financial
assets and liabilities measured at fair value (Refer Accounting Policy No. 2.15 on financial instruments).
All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other
criteria set out in the Schedule III to the Companies Act, 2013. The normal operating cycle of the entity for Construction
contracts is the duration of 2 to 3 years depending on each contract.
(c) Presentation of financial statements
(d) Use of estimates
The preparation of financial statements in conformity with Ind AS requires the Management to make estimate and
assumptions that affect the reported amount of assets and liabilities as at the Balance Sheet date, reported amount of

156
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
revenue and expenses for the year and disclosures of reliably. The carrying amount of any component
contingent liabilities as at the Balance Sheet date. The accounted for as a separate asset is derecognized
estimates and assumptions used in the accompanying when replaced. All other repairs and maintenance are
financial statements are based upon the Management’s charged to Statement of Profit and Loss during the year
evaluation of the relevant facts and circumstances as at in which they are incurred.
the date of the financial statements. Actual results could
Advances paid towards the acquisition of property,
differ from these estimates. Estimates and underlying
plant and equipment outstanding at each balance sheet
assumptions are reviewed on a periodic basis.
date is classified as capital advances under other non-
Revisions to accounting estimates include useful lives
current assets and the cost of assets not put to use
of property, plant and equipment & intangible assets,
before such date are disclosed under ‘Capital work-in-
allowance for expected credit loss, future obligations
progress’.
in respect of retirement benefit plans, expected cost
of completion of contracts, fair value measurement, Depreciation methods, estimate useful lifes
etc. Difference, if any, between the actual results and
The Company depreciates property, plant and
estimates is recognised in the period in which the
equipment over their estimated useful lives using the
results are known. Refer Note 3 for detailed discussion
straight line method. The estimated useful lives of
on estimates and judgements.
assets are as follows:
(e) Interests in Joint Operations
When the Company has joint control of the arrangement
Property, plant and equipment Useful Life
based on contractually determined right to the assets
and obligations for liabilities, it recognises such Leasehold improvement* Lease period or life
interests as joint operations. Joint control exists when of asset whichever is
the decisions about the relevant activities require lower
unanimous consent of the parties sharing the control.
In respect of its interests in joint operations, the Plant & Machinery 2 to 4 years
Company recognises its share in assets, liabilities,
Furniture and fixtures 10 years
income and expenses line-by-line in the standalone
financial statements of the entity which is party to such Office equipment 5 years
joint arrangement which then becomes part of the
consolidated financial statements of the Group when Computers
the financial statements of the Holding Company and
- Servers 6 years
its subsidiaries are combined for consolidation.
2.2 Property, plant and equipment (PPE) - End user devices such as 3 years
laptops, desktops
Property, plant and equipment is recognised when it
is probable that future economic benefits associated * Leasehold improvements are amortized over the lease
with the item will flow to the company and the cost period, which corresponds with the useful lives of the
of the item can be measured reliably. PPE are stated assets.
at original cost net of taxes/duty credits availed , if Based on the technical experts assessment of useful
any less accumulated depreciation and cumulative life, certain items of property plant and equipment
impairment, if any. PPE acquired on hire purchase are being depreciated over useful lives different from
basis are recognised at their cash values. Cost includes the prescribed useful lives under Schedule II to the
professional fees related to the acquisition of PPE and Companies Act, 2013. Management believes that
for qualifying assets, borrowing costs capitalised in such estimated useful lives are realistic and reflect fair
approximation of the period over which the assets are
accordance with the company’s accounting policy.
likely to be used.
Subsequent costs are included in the asset’s
Depreciation on addition to property plant and
carrying amount or recognized as a separate asset, equipment is provided on pro-rata basis from the date
as appropriate, only when it is probable that future of acquisition. Depreciation on sale/deduction from
economic benefits associated with the item will flow to property plant and equipment is provided up to the date
the Company and the cost of the item can be measured

157
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
preceding the date of sale, deduction as the case may the exchange rate between the functional currency and
be. Gains and losses on disposals are determined by the foreign currency at the date of the transaction. Gains/
comparing proceeds with carrying amount. These are Losses arising out of fluctuation in foreign exchange
included in Statement of Profit and Loss under ‘Other rate between the transaction date and settlement date
Income’. are recognised in the Statement of Profit and Loss.
Depreciation methods, useful lives and residual values
are reviewed periodically at each financial year end and All monetary assets and liabilities in foreign currencies
adjusted prospectively, as appropriate. Freehold land are restated at the year end at the exchange rate
is not depreciated. prevailing at the year end and the exchange differences
are recognised in the Statement of Profit and Loss.
2.3 Intangible Assets
Intangible assets are recognised when it is probable that Non-monetary items that are measured in terms of
the future economic benefits that are attributable to the historical cost in a foreign currency are not retranslated.”
asset will flow to the enterprise and the cost of the asset 2.5 Fair value measurement
can be measured reliably. Intangible assets are stated at
original cost, net of tax/duty credits availed, if any less The Company maintains accounts on accrual basis
accumulated amortization and cumulative impairment. following the historical cost convention, except for
Admininstrative and other general overhead expenses certain financial instruments that are measured at fair
that are specifically attributable to the acquisition of value in accordance with Ind AS and certain items of
intangible assets are allocated and capitalized as part property, plant and equipment that were revalued in
of cost of the intangible asset. earlier years in accordance with the I-GAAP principles.
The carrying value of all the items of property, plant and
The Company amortized intangible assets over their
equipment as on date of transition is considered as the
estimated useful lives using the straight line method.
deemed cost.
The estimated useful lives of intangible assets are as
follows: Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
Intangible assets transaction between market participants at the
measurement date. The fair value measurement is
Technical know how 5 to 10 years
based on the presumption that the transaction to sell
Computer Software 5 years the asset or transfer the liability takes place either:

As at the end of each accounting year, the Company  In the principal market for the asset or liability, or
reviews the carrying amounts of its PPE and Intangible
 In the absence of a principal market, in the most
Assets to determine whether there is any indication
advantageous market for the asset or liability
that those assets have suffered an impairment loss. If
accessible to the Company.”
such indication exists, the PPE and Intangible Assets
are tested for impairment, so as to determine the The Company uses valuation techniques that are
impairment loss, if any. Goodwill and Intangible Assets appropriate in the circumstances and for which
with indefinite life are tested for impairment each year. sufficient data are available to measure fair value,
maximizing the use of relevant observable inputs
2.4 Foreign Currency Transactions
and minimizing the use of unobservable inputs. The
(a) Functional and presentation currency Company’s management determines the policies and
Items included in the financial statements are procedures for fair value measurement.
measured using the currency of the primary economic Fair value measurements under Ind AS are categorised
environment in which the entity operates (‘the functional as below based on the degree to which the inputs to
currency’). The financial statements are presented in the fair value measurements are observable and the
Indian rupee (INR), which is the Company’s functional significance of the inputs to the fair value measurement
and presentation currency. in its entirety:
(b) Transactions and balances  Level 1 inputs are quoted prices (unadjusted) in
On initial recognition, all foreign currency transactions active markets for identical assets or liabilities that
are recorded by applying to the foreign currency amount the company can access at measurement date;

158
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
 Level 2 inputs are inputs, other than quoted prices 2. D etermining the expected losses, which are
included in level 1, that are observable for the asset recognised in the period in which such losses
or liability, either directly or indirectly; and become probable based on the expected total
contract cost as at the reporting date.
 L evel 3 inputs are unobservable inputs for the
valuation of assets/liabilities B. Revenue from construction contracts/project related
activity and contracts for supply/commissioning of
2.6 Revenue Recognition
complex plant and equipment is recognised as follows:
A. The Company recognises revenue from contracts with
Fixed price contracts: Contract revenue is recognised
customers when it satisfies a performance obligation by
only to the extent of cost incurred till such time the
transferring promised good or service to a customer.
outcome of the job cannot be ascertained reliably
The revenue is recognised to the extent of transaction
subject to condition that it is probable the such
price allocated to the performance obligation satisfied. cost will be recoverable . When the outcome of the
Performance obligation is satisfied over time when contract is ascertained reliably,contract revenue is
the transfer of control of asset (good or service) to recognised at cost of work performed on the contract
a customer is done over time and in other cases, plus proportionate margin, using the percentage of
performance obligation is satisfied at a point in time. For completion method. Percentage of completion is the
performance obligation satisfied over time, the revenue proportion of cost of work performed to date , to the
recognition is done by measuring the progress towards total estimated contracts cost.
complete satisfaction of performance obligation. The
progress is measured in terms of a proportion of The estimated outcome of a contract is considered
actual cost incurred to-date, to the total estimated reliable when all the following conditions are satisfied:
cost attributable to the performance obligation. (i) The amount of revenue can be measured reliably;
Transaction price is the amount of consideration to
which the Company expects to be entitled in exchange (ii) It is probable that the economic benefits associated
for transferring good or service to a customer excluding with the contract will flow to the company;
amounts collected on behalf of a third party. Variable (iii) The stage of completion of the contract at the end
consideration is estimated using the expected value of the reporting period can be measured reliably;
method or most likely amount as appropriate in a and
given circumstance. Payment terms agreed with a
customer are as per business practice and there is (iv) The costs incurred or to be incurred in respect of
no financing component involved in the transaction the contract can be measured reliably.
price. Costs to obtain a contract which are incurred Expected loss, if any, on a contract is recognised
regardless of whether the contract was obtained are as expense in the period in which it is foreseen,
charged-off in Statement of Profit and Loss immediately irrespective of the stage of completion of the contract.
in the period in which such costs are incurred.
For contracts where progress billing exceeds the
Incremental costs of obtaining a contract, if any, and
aggregate of contract costs incurred to-date and
costs incurred to fulfil a contract are amortised over
recognised profits (or recognised losses, as the case
the period of execution of the contract in proportion
may be), the surplus is shown as the amount due to
to the progress measured in terms of a proportion of
customers. Amounts received before the related work
actual cost incurred to-date, to the total estimated
is performed are disclosed in the Balance sheet as a
cost attributable to the performance obligation.
liability towards advance received. Amounts billed for
Significant judgements are used in:
work performed but yet to be paid by the customer are
1. Determining the revenue to be recognised in case disclosed in the Balance sheet as trade receivables.
of performance obligation satisfied over a period The amount of retention money due form customers
of time; revenue recognition is done by measuring within the next twelve months are classified under other
the progress towards complete satisfaction of current assets as Trade Receivable.
performance obligation. The progress is measured Revenue from contracts from rendering engineering
in terms of a proportion of actual cost incurred to- design services and other services which are directly
date, to the total estimated cost attributable to the related to construction of an asset is recognised on the
performance obligation. same basis as stated in (B) above.

159
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
Other Operational Revenue enacted or substantially enacted by the end of the year
and are expected to apply when the related deferred
Other Operational Revenue represents income
income tax asset is realised or the deferred income tax
earned from activities incidental to the business and
liability is settled.
is recognized when the right to receive income is
established as per the terms of contract. Deferred tax assets are recognised for all deductible
temporary differences and unused tax losses only if it
Other Income
is probable that future taxable amounts will be available
Interest Income is recognised on a basis of effective to utilize those temporary differences and losses.
interest method as set out in Ind AS 109, Financial
Management periodically evaluates positions taken in
Instruments, and where no significant uncertainty as
tax returns with respect to situations in which applicable
to measurability or collectability exists.
tax regulation is subject to interpretation. It establishes
Dividend income is accounted in the period in which provisions where appropriate on the basis of amounts
the right to receive the same is established. expected to be paid to the tax authorities
Other items of income are accounted as and when the Deferred tax assets and liabilities are offset when there
right to receive such income arises and it is probable is a legally enforceable right to offset current tax assets
that the economic benefits will flow to the company and liabilities and when the deferred tax balances relate
and the amount of income can be measured reliably. to the same taxation authority.
2.7 Taxes Current and deferred tax is recognized in Statement of
Profit and Loss, except to the extent that it relates to
Tax expense for the year, comprising current tax and
items recognised in other comprehensive income or
deferred tax, are included in the determination of the
directly in equity. In this case, the tax is also recognised
net profit or loss for the year.
in other comprehensive income or directly in equity,
(a) Current income tax respectively.
Current tax assets and liabilities are measured at the 2.8 Leases
amount expected to be recovered or paid to the taxation
The Indian accounting standard on lease (Ind AS 116)
authorities. The tax rates and tax laws used to compute
requires entity to determine whether a contract is or
the amount are those that are enacted or substantively
contains a lease at inception of the contract.
enacted, at the year end date. Current tax assets and
tax liabilities are offset where the entity has a legally Ind AS 116 requires lessee to recognise a liability to
enforceable right to offset and intends either to settle make lease payments and an asset representing the
on a net basis, or to realize the asset and settle the right–of-use asset during the lease term for all leases
liability simultaneously. except for short term leases and leases of low-value
assets, if they choose to apply such exemptions
The Company has not opted to exercise the option under
section 115BAA of the income tax 1961, as introduced Payments associated with short-term leases and low
by the taxation laws (Amendment) ordinance, 2019 and value assets are recognized as expenses in profit or
decided to continue with the existing rate of tax for the loss. Short-term leases are leases with a lease term of
purpose of deferred tax computation. 12 months or less.
(b) Deferred tax At the commencement date, Company recognise a
right-of-use asset measured at cost and a lease liability
Deferred income tax is provided in full, using the
measured at the present value of the lease payments
balance sheet approach, on temporary differences
that are not paid at that date. The lease payments
arising between the tax bases of assets and liabilities
shall be discounted using the interest rate implicit in
and their carrying amounts in financial statements.
the lease, if that rate can be readily determined. If that
Deferred income tax is also not accounted for if it
rate cannot be readily determined, the lessee shall use
arises from initial recognition of an asset or liability in
the lessee’s incremental borrowing rate.
a transaction other than a business combination that
at the time of the transaction affects neither accounting The cost of the right-of-use asset comprised of,
profit nor taxable profit (tax loss). Deferred income tax the amount of the initial measurement of the lease
is determined using tax rates (and laws) that have been liability, any lease payments made at or before the

160
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
commencement date, less any lease incentives that reflects current market assessments of the time
received. value of money and the risks specific to the asset.
For the purpose of impairment testing, assets are
At the commencement date, the lease payments
grouped together into the smallest group of assets that
included in the measurement of the lease liability
generates cash in flows from continuing use that are
comprise (a) fixed payments less any lease incentives
largely independent of the cash inflows of other assets
receivable; (b) variable lease payments that depend on
or groups of assets (the “cash-generating unit”).
an index or a rate, initially measured using the index
or rate as at the commencement date (c) amounts 2.11 Provisions and contingent liabilities
expected to be payable by the lessee under residual
Provisions are recognized when there is a present
value guarantees;(d) the exercise price of a purchase
obligation as a result of a past event, it is probable that
option if the lessee is reasonably certain to exercise that
an outflow of resources embodying economic benefits
option and (e) payments of penalties for terminating the
will be required to settle the obligation and there is
lease, if the lease term reflects the lessee exercising an
a reliable estimate of the amount of the obligation.
option to terminate the lease.
Provisions are measured at the best estimate of the
Depreciation on Right-of-use asset is recognised in expenditure required to settle the present obligation
statement of profit and Loss on a straight line basis at the Balance sheet date.
over the period of lease and the Company separately
If the effect of the time value of money is material,
recognises interest on lease liability as a component
provisions are discounted using a current pre-tax rate
of finance cost in statement of profit and Loss.
that reflects, when appropriate, the risks specific to the
2.9 Exceptional items liability. When discounting is used, the increase in the
provision due to the passage of time is recognized as
An item of income or expense which by its size, type
a finance cost.
or incidence requires disclosure in order to improve
an understanding of the performance of the company Contingent liabilities are disclosed when there is
is treated as an exceptional item and the same is a possible obligation arising from past events, the
disclosed in the notes to accounts. existence of which will be confirmed only by the
occurrence or non occurrence of one or more uncertain
2.10 Impairment of non-financial assets
future events not wholly within the control of the
The Company assesses at each year end whether there Company or a present obligation that arises from past
is any objective evidence that a non financial asset or events where it is either not probable that an outflow of
a group of non financial assets is impaired. If any such resources will be required to settle or a reliable estimate
indication exists, the Company estimates the asset’s of the amount cannot be made.
recoverable amount and the amount of impairment loss.
Provisions, contingent liabilities and contingent assets
are reviewed at each Balance Sheet date. Where the
An impairment loss is calculated as the difference unavoidable costs of meeting the obligations under the
between an asset’s carrying amount and recoverable contract exceed the economic benefits expected to be
amount. Losses are recognized in Statement of received under such contract, the present obligation
Profit and Loss and reflected in an allowance under the contract is recognised and measured as a
account. When the Company considers that there provision.
are no realistic prospects of recovery of the asset,
2.12 Commitments
the relevant amounts are written off. If the amount
of impairment loss subsequently decreases and Commitments are future liabilities for contractual
the decrease can be related objectively to an event expenditure, classified and disclosed as follows:
occurring after the impairment was recognised, a) estimated amount of contracts remaining to be
then the previously recognised impairment loss executed on capital account and not provided for;
is reversed through Statement of Profit and Loss.
b) uncalled liability on shares and other investments
partly paid;
The recoverable amount of an asset or cash-generating c) funding related commitment to subsidiary, associate
unit (as defined below) is the greater of its value in use and joint venture companies; and
and its fair value less costs to sell. In assessing value
d) other non-cancellable commitments, if any, to the
in use, the estimated future cash flows are discounted
extent they are considered material and relevant in
to their present value using a pre-tax discount rate
the opinion of management.

161
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
2.13 Cash and cash equivalents c) at fair value through profit or loss. The classification
depends on the entity’s business model for
Cash and cash equivalent in the balance sheet
managing the financial assets and the contractual
comprise cash at banks, cash on hand, cheques
terms of the cash flows.
in transit and demand deposits with banks.
For the purposes of the cash flow statement, Cash Amortized cost: Assets that are held for collection
and Cash equivalents are short-term balances (with an of contractual cash flows where those cash flows
original maturity of three months or less from the date represent solely payments of principal and interest are
of acquisition), highly liquid investments that are readily measured at amortized cost. Interest income from these
convertible into known amounts of cash and which are financial assets is included in finance income using the
subject to insignificant risk of changes in value. effective interest rate method (EIR).
2.14 Statement of Cash Flows: Fair value through other comprehensive income
(FVOCI): Assets that are held for collection of
Statement of Cash Flows is prepared segregating
contractual cash flows and for selling the financial
the cash flows into operating, investing and financing
assets, where the assets’ cash flows represent solely
activities. Cash flow from operating activities is reported
payments of principal and interest, are measured at fair
using indirect method, adjusting the net profit for the
value through other comprehensive income (FVOCI).
effects of :
Movements in the carrying amount are taken through
i. changes during the period in inventories and operating OCI, except for the recognition of impairment gains or
receivables and payables transactions of a non-cash losses, interest revenue and foreign exchange gains
nature; and losses which are recognized in Statement of Profit
and Loss. When the financial asset is derecognized, the
ii. non-cash items such as depreciation, provisions,
cumulative gain or loss previously recognized in OCI is
deferred taxes, unrealised foreign currency gains and
reclassified from equity to Statement of Profit and Loss
losses, and undistributed profits of associates; and
and recognized in other gains/ (losses). Interest income
iii. all other items for which the cash effects are investing from these financial assets is included in other income
or financing cash flows. using the effective interest rate method.
2.15 Financial instruments Fair value through profit or loss: Assets that do
not meet the criteria for amortized cost or FVOCI are
A financial instrument is any contract that gives rise to
measured at fair value through profit or loss. Interest
a financial asset of one entity and a financial liability or
income from these financial assets is included in other
equity instrument of another entity.
income.
(a) Financial assets
The Company has currently excercised the irrevocable
(i) Initial recognition and measurement option to present in Other Comprehensive Income,
subsequent changes in the Fair value of Equity
At initial recognition, financial asset is measured at its Instruments. Such an election has been made on
fair value plus, in the case of a financial asset not at fair instrument-by- instrument basis. The classification is
value through profit or loss, transaction costs that are made on initial recognition and is irrevocable.
directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at (iii) Impairment of financial assets
fair value through profit or loss are expensed in the
In accordance with Ind AS 109, Financial Instruments,
Statement of Profit and Loss.
the Company applies expected credit loss (ECL) model
(ii) Subsequent measurement for measurement and recognition of impairment loss on
financial assets that are measured at amortized cost
For purposes of subsequent measurement, financial and FVOCI.
assets are classified in following categories:
For recognition of impairment loss on financial assets
a) at amortized cost; or and risk exposure, the Company determines that
b) at fair value through other comprehensive income; whether there has been a significant increase in the
or credit risk since initial recognition. If credit risk has

162
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
not increased significantly, 12-month ECL is used to (b) Financial liabilities
provide for impairment loss. However, if credit risk (i) Initial recognition and measurement
has increased significantly, lifetime ECL is used. If
in subsequent years, credit quality of the instrument Financial liabilities are classified, at initial recognition,
improves such that there is no longer a significant as financial liabilities at fair value through profit or loss
increase in credit risk since initial recognition, then the and at amortized cost, as appropriate.
entity reverts to recognizing impairment loss allowance All financial liabilities are recognized initially at fair value
based on 12 month ECL. and, in the case of borrowings and payables, net of
Life time ECLs are the expected credit losses resulting directly attributable transaction costs.
from all possible default events over the expected life (ii) Subsequent measurement
of a financial instrument. The 12 month ECL is a portion
The measurement of financial liabilities depends on
of the lifetime ECL which results from default events
their classification, as described below:
that are possible within 12 months after the year end.
Financial liabilities at fair value through profit or loss
ECL is the difference between all contractual cash
flows that are due to the Company in accordance Financial liabilities at fair value through profit or loss
with the contract and all the cash flows that the entity include financial liabilities held for trading and financial
expects to receive (i.e. all shortfalls), discounted at the liabilities designated upon initial recognition as at fair
original EIR. When estimating the cash flows, an entity value through profit or loss. Separated embedded
is required to consider all contractual terms of the derivatives are also classified as held for trading unless
financial instrument (including prepayment, extension they are designated as effective hedging instruments.
etc.) over the expected life of the financial instrument. Gains or losses on liabilities held for trading are
However, in rare cases when the expected life of the recognized in the Statement of Profit and Loss.
financial instrument cannot be estimated reliably, then Loans and borrowings
the entity is required to use the remaining contractual
After initial recognition, interest-bearing loans and
term of the financial instrument.
borrowings are subsequently measured at amortized
ECL impairment loss allowance (or reversal) recognized cost using the EIR method. Gains and losses are
during the year is recognized as income/expense in recognized in Statement of Profit and Loss when the
the statement of profit and loss. In balance sheet, liabilities are derecognized as well as through the EIR
ECL for financial assets measured at amortized cost amortization process. Amortized cost is calculated
is presented as an allowance, i.e. as an integral part of by taking into account any discount or premium on
the measurement of those assets in the balance sheet. acquisition and fees or costs that are an integral part
The allowance reduces the net carrying amount. Until of the EIR. The EIR amortization is included as finance
the asset meets write off criteria, the Company does not costs in the Statement of Profit and Loss.
reduce impairment allowance from the gross carrying
(iii) Derecognition
amount.
(iv) Derecognition of financial assets A financial liability is derecognized when the obligation
under the liability is discharged or cancelled or expires.
A financial asset is derecognized only when When an existing financial liability is replaced by another
a) the rights to receive cash flows from the financial from the same lender on substantially different terms,
asset is transferred or or the terms of an existing liability are substantially
modified, such an exchange or modification is treated
b) retains the contractual rights to receive the cash flows
as the derecognition of the original liability and the
of the financial asset, but assumes a contractual
recognition of a new liability. The difference in the
obligation to pay the cash flows to one or more recipients.
respective carrying amounts is recognized in the
Where the financial asset is transferred then in
Statement of Profit and Loss as finance costs.
that case financial asset is derecognized only if
substantially all risks and rewards of ownership of (d) Offsetting financial instruments
the financial asset is transferred. Where the entity has
Financial assets and liabilities are offset and the net
not transferred substantially all risks and rewards of
amount is reported in the balance sheet where there
ownership of the financial asset, the financial asset
is a legally enforceable right to offset the recognized
is not derecognized.
amounts and there is an intention to settle on a

163
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
net basis or realize the asset and settle the liability Compensated Absences: Accumulated compensated
simultaneously. The legally enforceable right must not absences, which are expected to be availed or
be contingent on future events and must be enforceable encashed within 12 months from the end of the year are
in the normal course of business and in the event of treated as short term employee benefits. The obligation
default, insolvency or bankruptcy of the Company or towards the same is measured at the expected cost of
the counterparty. accumulating compensated absences as the additional
amount expected to be paid as a result of the unused
2.16 Employee Benefits
entitlement as at the year end.
(a) Short-term obligations
Accumulated compensated absences, which are
Liabilities for wages and salaries, including expected to be availed or encashed beyond 12 months
non-monetary benefits that are expected to be settled from the end of the year end are treated as other long
wholly within 12 months after the end of the year in term employee benefits. The Company’s liability is
which the employees render the related service are actuarially determined (using the Projected Unit Credit
recognized in respect of employees’ services up to method) at the end of each year. Actuarial losses/gains
the end of the year and are measured at the amounts are recognized in the statement of profit and loss in the
expected to be paid when the liabilities are settled. The year in which they arise.
liabilities are presented as current employee benefit
Leaves under define benefit plans can be encashed
obligations in the balance sheet.
only on discontinuation of service by employee.
(b) Other long-term employee benefit obligations
The obligation is measured at the present value of
(i) Defined contribution plan the estimated future cash flows using a discount rate
based on the market yield on government securities of
Provident Fund: Contribution towards provident fund is
a maturity period equivalent to the weighted average
made to the regulatory authorities, where the Company
maturity profile of the defined benefit obligations at the
has no further obligations. Such benefits are classified
Balance Sheet date.
as Defined Contribution Schemes as the Company
does not carry any further obligations, apart from 2.17 Contributed equity
the contributions made on a monthly basis which are
Equity shares are classified as equity share capital.
charged to the Statement of Profit and Loss.
Incremental costs directly attributable to the issue
Employee’s State Insurance Scheme: Contribution of new shares or options are shown in equity as a
towards employees’ state insurance scheme is made deduction, net of tax, from the proceeds.
to the regulatory authorities, where the Company has
2.18 Earnings Per Share
no further obligations. Such benefits are classified
as Defined Contribution Schemes as the Company Basic earnings per share is calculated by dividing the
does not carry any further obligations, apart from net profit or loss for the year attributable to equity
the contributions made on a monthly basis which are shareholders by the weighted average number of
charged to the Statement of Profit and Loss. equity shares outstanding during the year. Earnings
considered in ascertaining the Company’s earnings per
(ii) Defined benefit plans
share is the net profit or loss for the year after deducting
Gratuity: The Company provides for gratuity, a defined preference dividends and any attributable tax thereto
benefit plan (the ‘Gratuity Plan”) covering eligible for the year. The weighted average number of equity
employees in accordance with the Payment of Gratuity shares outstanding during the year and for all the years
Act, 1972. The Gratuity Plan provides a lump sum presented is adjusted for events, such as bonus shares,
payment to vested employees at retirement, death, other than the conversion of potential equity shares, that
incapacitation or termination of employment, of an have changed the number of equity shares outstanding,
amount based on the respective employee’s salary. without a corresponding change in resources.
The Company’s liability is actuarially determined (using For the purpose of calculating diluted earnings per
the Projected Unit Credit method) at the end of each share, the net profit or loss for the year attributable to
year. Actuarial losses/gains are recognized in the other equity shareholders and the weighted average number
comprehensive income in the year in which they arise. of shares outstanding during the year is adjusted for the

164
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
effects of all dilutive potential equity shares. profit will be available against which the losses can be
utilized. Significant management judgment is required
2.19 Inventory- (Contract Work in progress)
to determine the amount of deferred tax assets that
Contract Work in progress are valued at cost or net can be recognized, based upon the likely timing and
realisable value, whichever is lower. Cost comprises the level of future taxable profits together with future
all direct development expenditure.
tax planning strategies.
2.20 Non-Current Assets held for Sale
(b) Defined benefit plans (gratuity benefits and
Non-current assets are classified as held for sale if their leave encashment)
carrying amount is intended to be recovered principally
through a sale (rather than through continuing use) The cost of the defined benefit plans such as
when the asset is available for immediate sale in gratuity and leave encashment are determined using
its present condition subject only to terms that are actuarial valuations. An actuarial valuation involves
usual and customary for sale of such asset and the making various assumptions that may differ from
sale is highly probable and is expected to qualify for actual developments in the future. These include
recognition as a completed sale within one year from the determination of the discount rate, future salary
the date of classification. Non-current assets classified increases and mortality rates. Due to the complexities
as held for sale are measured at lower of their carrying involved in the valuation and its long-term nature, a
amount and fair value less costs to sell.
defined benefit obligation is highly sensitive to changes
3 Significant accounting judgements, estimates and in these assumptions. All assumptions are reviewed at
assumptions each year end.
The preparation of financial statements requires The principal assumptions are the discount and salary
management to make judgements, estimates and growth rate. The discount rate is based upon the market
assumptions that affect the reported amounts of yields available on government bonds at the accounting
revenues, expenses, assets and liabilities, and the date with a term that matches that of liabilities. Salary
accompanying disclosures, and the disclosure increase rate takes into account of inflation, seniority,
of contingent liabilities. Uncertainty about these promotion and other relevant factors on long term basis.
assumptions and estimates could result in outcomes
(c) Construction Contracts
that require a material adjustment to the carrying
amount of assets or liabilities affected in future years. Recognizing construction contract revenue requires
significant judgement in determining actual work
4 Estimates and assumptions
performed and the estimated costs to complete the
The key assumptions concerning the future and other work, provision for rectification costs, variation claims
key sources of estimation uncertainty at the year end etc.
date, that have a significant risk of causing a material
(d) Recognition of deferred tax assets
adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described The extent to which deferred tax assets can be
below. The Company based its assumptions and recognized is based on an assessment of the probability
estimates on parameters available when the financial that future taxable income will be available against
statements were prepared. Existing circumstances and which the deductible temporary differences and tax loss
assumptions about future developments, however, carryforwards can be utilized. In addition, significant
may change due to market changes or circumstances judgment is required in assessing the impact of any
arising that are beyond the control of the Company. legal or economic limits or uncertainties in various tax
Such changes are reflected in the assumptions when jurisdictions.
they occur.
(e) Going Concern
(a) Taxes
The Company has incurred net loss of ` 26,370.37
Deferred tax assets are recognized for unused tax Lakhs during the year ended March 31, 2022 and
losses to the extent that it is probable that taxable as of that date has accumulated losses aggregating

165
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
` 215,105.50 Lakhs which has resulted in substantial Rules as issued from time to time. On March 23, 2022,
erosion of its net worth. The company is in default MCA amended the Companies (Indian Accounting
to its lenders and the lenders have categorised the Standards) Amendment Rules, 2022, as below.
Company`s account as Non- Performing Asset and one
Ind AS 16 – Property Plant and equipment - The
of the financial creditor filed an NCLT case against the
amendment clarifies that excess of net sale proceeds
company. Resolution Plan submitted in accordance
of items produced over the cost of testing, if any, shall
with the requirement set out in the circular issued by
not be recognised in the profit or loss but deducted
the Reserve Bank of India No RBI/20119/203DBR.
from the directly attributable costs considered as part
No>BP.BC.45/21.04.048./2018-19 dated June 07,
of cost of an item of property, plant, and equipment.
2019 has been approved by the lenders with super
The effective date for adoption of this amendment is
majority on March 25, 2022. Subsequent to year end on
annual periods beginning on or after April 1, 2022. The
June 22, 2022, the Company has entered into Master
Company has evaluated the amendment and there is
Restructuring Agreement (MRA) to give effect to the
no impact on its financial statements.
resolution plan. Based on the MRA all over dues are
scheduled to be paid. With these positive developments Ind AS 37 – Provisions, Contingent Liabilities and
by implementing the resolution plan, underlying Contingent Assets – The amendment specifies that
strength of the Company’s business plans and future the ‘cost of fulfilling’ a contract comprises the ‘costs
growth outlook as assessed with existing order book, that relate directly to the contract’. Costs that relate
the credit profile of the Company, would improve directly to a contract can either be incremental costs
resulting in it being able to meet its obligations in due of fulfilling that contract (examples would be direct
course of time. Accordingly, these financial statement labour, materials) or an allocation of other costs that
are prepared on a going concern basis. relate directly to fulfilling contracts (an example would
be the allocation of the depreciation charge for an
5 Standards (including amendments) issued but not
item of property, plant and equipment used in fulfilling
yet effective
the contract). The effective date for adoption of this
Recent Indian Accounting Standards (Ind AS) amendment is annual periods beginning on or after
April 1, 2022, although early adoption is permitted.
Ministry of Corporate Affairs (“MCA”) notifies new
The Company has evaluated the amendment and the
standards or amendments to the existing standards
impact is not expected to be material.
under Companies (Indian Accounting Standards)

166
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
6A Property, plant and equipment - Current Year
Gross block Depreciation Net block
Block of Assets As at Additions/ Deductions/ As at As at For the Deductions/ As at As at As at
1 April Adjustments Adjustments 31 March 1 April year Adjustments 31 March 31 March 31 March
2021 2022 2021 2022 2022 2021
Owned assets
Freehold land 241.50 - - 241.50 - - - 241.50 241.50
Leasehold Improvements 350.15 - - 350.15 190.01 7.28 - 197.29 152.86 160.14
Buildings 147.76 - 0.90 146.86 28.48 44.70 2.57 70.61 76.25 119.28
Plant and Machinery - 5,836.45 - 258.73 5,577.72 1,998.08 461.23 175.32 2,283.98 3,293.74 3,838.37
(Refer to Note 6.1 below)
Furniture and Fixtures 90.92 - 22.89 68.03 43.85 9.38 2.21 51.02 16.99 47.07
Office Equipment 13.17 - 1.00 12.17 11.71 2.25 2.63 11.33 0.84 1.46
Computers 177.37 14.97 101.41 90.93 127.14 18.36 99.71 45.79 45.14 50.23
Vehicle 51.75 - - 51.75 33.45 5.67 2.07 37.05 14.70 18.30
Total 6,909.06 14.97 384.93 6,539.11 2,432.72 548.87 284.59 2,696.99 3,842.03 4,476.34

Property, plant and equipment - Previous Year

Gross block Depreciation Net block
Block of Assets As at Additions/ Deductions/ As at As at For the Deductions/ As at As at As at
1 April Adjustments Adjustments 31 Mar 1 April year Adjustments 31 Mar 31 Mar 31 March
2020 2021 2020 2021 2021 2020
Owned assets
Freehold land 241.50 241.50 - - 241.50 241.50
Leasehold Improvements 350.15 350.15 190.01 - 190.01 160.14 160.14
Buildings 148.70 0.94 147.76 22.11 7.03 0.66 28.48 119.28 126.59
Plant and Machinery - 6,030.91 601.82 796.28 5,836.45 1,688.02 498.18 188.12 1,998.08 3,838.37 4,342.89
(Refer to Note 6.1 below)
Furniture and Fixtures 98.62 7.70 90.92 34.12 11.46 1.73 43.85 47.07 64.50
Office Equipment 27.04 0.37 14.24 13.17 24.83 1.09 14.21 11.71 1.46 2.21
Computers 148.86 28.51 177.37 103.74 23.40 127.14 50.22 45.12
Vehicle 53.20 0.83 2.28 51.75 24.89 10.84 2.28 33.45 18.30 28.31
Total 7,098.98 631.53 821.43 6,909.06 2,087.72 552.00 207.00 2,432.72 4,476.34 5,011.26

6B The details of the right-of-use asset held by the Company is as follows:

Particulars Building Total
Balance as at 1 April 2020 - -
Additions - -
Deletion - -
Depreciation - -
Balance as at 31 March 2021 - -
Additions 262.85 262.85
Deletion - -
Depreciation (29.76) (29.76)
Balance as at 31 March 2022 233.09 233.09

167
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
Set out below are the carrying amounts of lease liabilities and the movements during the period:
Particulars Building Total
Balance as at 1 April 2020 - -
Additions - -
Interest expense - -
Lease Payments - -
Balance as at 31 March 2021 - -
Additions 252.00 252.00
Interest expense 23.13 23.13
Lease Payments (36.60) (36.60)
Balance as at 31 March 2022 238.53 238.53

Break-up of current and non-current lease liabilities

Particulars 31st March 2022 31st March 2021
Current Lease Liabilities 36.60 -
Non-current Lease Liabilities 201.93 -

7 Intangible assets - Current Year

Gross block Depreciation Net block
Block of Assets As at Additions/ Deductions/ As at As at For the Deductions/ As at As at As at
1 April Adjustments Adjustments 31 March 1 April year Adjustments 31 March 31 March 31 March
2021 2022 2021 2022 2022 2021
Computer Software 43.12 - - 43.12 21.54 - - 21.54 21.58 21.58
Technical Knowhow 54.22 - - 54.22 39.76 4.04 - 43.80 10.42 14.46
Total 97.34 - - 97.34 61.30 4.04 - 65.34 32.00 36.04

Intangible assets - Previous Year

Gross block Depreciation Net block
Block of Assets As at Additions/ Deductions/ As at As at For the Deductions/ As at As at As at
1 April Adjustments Adjustments 31 Mar 1 April year Adjustments 31 Mar 31 Mar 31 March
2020 2021 2020 2021 2021 2020
Computer Software 43.12 - - 43.12 19.75 1.79 - 21.54 21.58 23.37
Technical Knowhow 54.22 - - 54.22 37.51 2.25 - 39.76 14.46 16.71
Total 97.34 - - 97.34 57.26 4.04 - 61.30 36.04 40.08

8 Contract Assets As at As at
31 Mar 2022 31 Mar 2021

Contract Assets (Refer Note 8.1) 4,883.00 4,883.00

Less: Allowance for expected credit loss (926.98) (926.98)
Total 3,956.02 3,956.02

8.1 The Company entered into a contract in earlier years to construct Ammonia plant for Bharath Coal and Chemicals
Limited (BCCL). The project is stalled due to delays in statutory approvals. The net exposure in this project recorded
under Contract Assets is ` 3,956.02 Lakhs (March 31, 2021 - ` 3,956.02 Lakhs). Considering that BCCL is under
liquidation and do not have any financial creditor, management is of the view that BCCL will be in a position to settle
company’s dues in full on realisation of asset.

168
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
9 Financial Assets- Investments (Non Current) As at As at
31 March 2022 31 March 2021
Investment in Others - Equity investments at fair value through other
comprehensive income (FVOCI)
Quoted
386,526 Equity Shares (Previous year: 386,526 Equity Shares) of ` 10/- each 52.72 13.71
fully paid up in Orient Green Power Company Limited
Unquoted
NIL Equity shares (Previous year: 661,300 Equity shares) of ` 10/- each fully - 66.13
paid in Hexa Wind Farm Private Limited (Refer Note-9.1 & 49)

4,076,474 Equity shares (Previous year: 4,076,474 Equity Shares) of ` 10/- 407.56 407.56
each fully paid up in Leitwind Shriram Manufacturing Private Limited
Less: Provision for Diminition in value of Investments (407.56) (407.56)
52.72 79.84

Total 52.72 79.84

Aggregate book value of:

Quoted investments 52.72 13.71
Unquoted investments - 66.13

Aggregate Market value of:

Quoted investments 52.72 13.71

Unquoted investments - 66.13

Aggregate amount of impairment in value of Investments 407.56 407.56

9.1 Based upon agreement with SVL Limited (Entity exercising significant influence over the Company) dt March 14,
2022, 661,300 Equity shares of Hexa Wind Farm Private Limited has been sold @ Rs.10 per share (Cost).

169
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
10 Non-Current Financial assets - Loans As at As at
31 March 2022 31 March 2021
Unsecured, considered good
-Considered Good 18,402.42 21,184.37
-Credit impaired 306.10 306.10
Less: Allowance for expected credit loss (306.10) (306.10)
18,402.42 21,184.37
Less: Allowance for expected credit loss (10,271.07) (10,271.07)
Total 8,131.35 10,913.30

10.1 Loans includes due from:

Particulars As at As at
31 March 2022 31 March 2021
i) Related Parties:
Leitwind Shriram Manufacturing Private Limited (Net of provision of 477.77 3,201.62
expected credit loss Rs. 9,141.70 lakhs - March 31, 2021 Rs 9,141.70 lakhs)
Refer (Note 10.2 and Note 49)
Bharath Wind Farm Pvt Ltd (Refer Note 49) - 4.71

10.2 Financial Assets Loans (Non Current) include Rs. 477.77 Lakhs (March 31, 2021: Rs. 3,201.62 Lakhs) due from
Leitwind Shriram Manufacturing Pvt Limited (LSML) (a related party). During the year loan amounting to Rs. 2,723.85
Lakhs has been taken over by SVL Limited (Entity exercising significant influence over the Company). Remaining
loan amounting to Rs. 477.77 Lakhs has been taken over subsequent to the year end.

11 Non Current - Trade receivables As at As at

31 March 2022 31 March 2021
Trade Receivables - Retention Money
-Considered Good 18,768.50 21,015.14
-Credit impaired 2,267.44 1,219.69
Less: Allowance for expected credit loss (2,267.44) (1,219.69)
18,768.50 21,015.14
Trade Receivables
-Considered Good
-Credit impaired 301.79 301.79
Less: Allowance for expected credit loss (301.79) (301.79)
- -
Total 18,768.50 21,015.14

170
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
11A Trade receivables ageing schedule
31-03-2022
Particulars Outstanding for following periods from due date of payments
Not Due Upto 6 6 months 1- 2 years 2-3 years More than Total
months to 1 year 3 years
Undisputed
- Considered good 16,810.77 - - - - - 16,810.77
- Credit impaired - 283.83 - - 1,294.49 1,578.32
16,810.77 - 283.83 - - 1294.49 18,389.09
Less: Credit impaired (1,578.32)
Sub total (a) 16,810.77
Disputed
- Considered good 1,957.73 - - - - - 1,957.73
- Credit impaired - - - - 990.90 990.90
1,957.73 - - - - 990.90 2,948.63
Less: Credit impaired (990.90)
Sub total (b) 1,957.73
Total (a+b) 18,768.50

31-03-2021
Particulars Outstanding for following periods from due date of payments
Not Due Upto 6 6 months 1- 2 years 2-3 years More than Total
months to 1 year 3 years
Undisputed
- Considered good 18,085.50 - - - - - 18,085.50
- Credit impaired - - - - - 1,294.49 1,294.49
18,085.50 - - - - 1,294.49 19,379.99
Less: Credit impaired (1,294.47)
Sub total (a) 18,085.52
Disputed
- Considered good 2,929.61 - - - - - 2,929.61
- Credit impaired - - - - - 227.00 227.00
2,929.61 - - - - 227.00 3,156.62
Less: Credit impaired 227.00 (227.00)
Sub total (b) 2,929.62
Total (a+b) 21,015.14

171
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
12 Other non current financial assets As at As at
31 March 2022 31 March 2021
Deposits
---Considered Good 1,050.18 1,186.06
---Credit Impaired 132.86
Less: Allowance for expected credit loss (132.86) -
Deposit accounts with maturity for more than twelve months from the balance 41.38
sheet date
1,091.57 1,186.06
13 Deferred Tax Assets (Net) As at As at
31 Mar 2022 31 Mar 2021

Deferred Tax Assets (Net) (Refer Note 44) 43,345.50 47,623.70

Total 43,345.50 47,623.70

14 Income Tax Assets (Net) As at As at

31 March 2022 31 March 2021

Advance Tax (Net of Provision for Tax (March 31,2022 ` 5,540.74 lakhs (March 1,412.42 3,327.56
2021 ` 5,540.74 lakhs))
Total 1,412.42 3,327.56

15 Inventories As at As at
31 March 2022 31 March 2021
Work in progress in stock (Valued at lower of cost and net realizable value) - 248.20
Total - 248.20

16 Contract assets As at As at
31 March 2022 31 March 2021
Contract Assets (Refer Note 16.1) 83,029.75 83,594.71
Less: Provision for Expected Credit Loss (3,321.01) (910.95)
Total 79,708.74 82,683.76

172
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
16.1 The above Contract Assets includes materials at project site amounting to Rs. 25,512.38 Lakhs (PY March 31, 2021:
Rs. 27,817.86 Lakhs)

17 Trade receivables As at As at
31 March 2022 31 March 2021
Unsecured
-Considered Good 29,567.80 33,960.38
-Credit impaired 9,075.87 6,971.47
Less: Allowance for expected credit loss (9,075.87) (6,971.47)
Trade Receivable - Retention monies 7,682.68 6,247.16
Net 37,250.48 40,207.54
17.1 The average credit period allowed to customers is between 30 days to 60 days. The credit period is considered
from the date of Invoice. Further, a specified amount of bill is held back by the customer as retention money, which
is payable as per the credit period, from the date such retention becomes due. The retention monies held by
customers become payable on completion of a specified milestone or after the Defect Liability Period of the project,
which is normally 1 year after the completion of the project, as per terms of respective contract. No Interest is
payable by the customers for the delay in payments of the amounts over due. The Company evaluates, the financial
health, market reputation, credit rating of the customer, before entering into the contract. The company’s customers
comprise of public sector undertakings as well as private entities.

17.2 Trade receivable include due from related parties amounting to Rs.3,636.56 Lakhs (March 31, 2021- 6,608.11
Lakhs) (Refer Note 49 (C))
31-03-2022
Particulars Outstanding for following periods from due date of payments
Not Due Upto 6 6 months 1- 2 years 2-3 years More than 3 Total
months to 1 year years
Undisputed
- Considered good 5,139.54 2,464.46 2,588.29 10,973.19 5,178.63 8,339.63 35,683.74
- Credit impaired - - 1,837.11 - - 6,894.15 8,731.26
5,139.54 2,464.46 4,425.40 10,973.19 5,178.63 15,233.78 43,415.00
Less: Credit impaired (8,727.32)
Sub total (a) 34,683.74

Disputed
- Considered good - 1,396.44 - 1,038.05 - 132.26 2,566.75
- Credit impaired - 267.29 - - - 77.32 344.61
- 1,663.73 - 1,038.05 - 209.58 2,911.36
Less: Credit impaired (344.61)
Sub total (b) 2,566.75
Total (a+b) 37,250.48

173
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
31-03-2021
Particulars Outstanding for following periods from due date of payments
Not Due Upto 6 6 months 1- 2 years 2-3 years More than 3 Total
months to 1 year years
Undisputed
- Considered good 3,770.12 844.74 1,214.51 13,263.01 8,176.22 12,085.27 39,353.87
- Credit impaired - - - - - 6,894.15 6,894.15
3,770.12 844.74 1,214.51 13,263.01 8,176.22 18,979.42 46,248.02
Less: Credit impaired (6,894.15)
Sub total (a) 39,353.87

Disputed
- Considered good - - - - - 853.67 853.67
- Credit impaired - - - - - 77.32 77.32
- - - - - 930.99 930.99
Less: Credit impaired (77.32)
Sub total (b) 853.67
Total (a+b) 40,207.54

Notes:
Movement in loss allowance - Trade Receivable (Non current (Note-11) & Current (Note -17))

Particulars As at As at
31 March 2022 31 Mar 2021
Opening balance 8,492.95 6,069.91
Additions / Transfer 3,152.15 2,423.04
Utilizations / Reversals - -
Closing balance 11,645.10 8,492.95

174
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)
18 Cash and bank balances As at As at
31 March 2022 31 March 2021
Balances with banks
In current accounts 506.33 299.46
Margin Money (Original Maturity of less than 3 Months) 75.75 540.89
Cash on hand 0.59 0.52
Total 582.67 840.86

19 Other Bank Balances As at As at

31 March 2022 31 March 2021

Deposit Account (Original Maturity of More than 3 Months to 12 Months) 224.88 180.23
Margin Money (Original Maturity of More than 3 Months to 12 Months) 2,162.61 2,686.65

Total 2,387.49 2,866.88

20 Other Current Financial assets As at As at

31 March 2022 31 March 2021
Security deposit 59.17 115.01
Interest Receivable 820.08 729.26

Total 879.25 844.27

21 Other current assets As at As at

31 March 2022 31 March 2021
Advances to Employees 62.75 75.64
Balance with Government Authorities 4,305.93 5,349.15
Prepaid Expenses 21.28 30.99
Other Advances 2,310.06 1,903.86
Advances to Suppliers
- Considered good 13,352.10 13,367.90
- Considered doubtful 1,640.30 1,640.30
Less : Provision for doubtful Advances (1,640.30) (1,640.30)
13,352.09 13,367.90
Total 20,052.12 20,727.54

175
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

22 Assets classified as held for sale As at As at

31 March 2022 31 March 2021
Asset held for Sale 596.06 596.06

Total 596.06 596.06

Assets held for sale represents the assets taken over from Afcons Infrastructure Limited (AIL) pursuant to a mutual
agreement between AIL, Valecha Engineering Limited (VEL) and the Company in settlement of dues receivable from
VEL Ltd. These assets are expected to be sold during FY 22-23
Disclosure pursuant to Ind AS 105 - Major classes of assets and As at As at
liabilities classified as held for sale: 31 Mar 2022 31 Mar 2021
Property, Plant and Equipment 596.06 596.06

23 Equity Share capital

Particulars As at As at
31 March 2022 31 March 2021
Authorized

1,400,000,000 (31 March 2021 1,400,000,000, ) Equity Shares of ` 10 each 1,40,000.00 1,40,000.00

1,40,000.00 1,40,000.00
Issued, subscribed and paid up

971,529,018 (31 March 2020: 971,529,018) equity shares of ` 10 each fully 97,152.90 97,152.90
paid
97,152.90 97,152.90

(a) Reconciliation of Equity shares outstanding at the beginning and at the end of the year
Particulars No of shares Amount No of shares Amount
Outstanding at the beginning of the year 97,15,29,018.00 97,152.90 97,15,29,018.00 97,152.90
Add: Issued during the year
Outstanding at the end of the year 97,15,29,018.00 97,152.90 97,15,29,018.00 97,152.90

(b) Details of shareholders holding more than 5% shares

Name of Shareholder No of shares % holding No of shares % holding
Equity Shares
SVL Limited 27,93,91,356 28.74 27,93,91,356 28.74
State Bank of India 12,56,34,843 12.93 12,56,34,843 12.93
Punjab National Bank 10,22,35,172 10.52 12,43,46,199 10.52
Central Bank of India 9,35,70,276 9.63 9,35,70,276 9.63

176
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

(c) Details of shares held by Promoters - Entites exercising significant influence over the Company
S.no Promoter Name No.of shares % of total % of change % holding
shares during the year
1 SVL Limited 27,93,91,356 28.74 0% 28.74
(d) Terms/rights attached to the shares

The Company has issued equity shares having a par value of ` 10 per share. All these shares have the same rights
and preferences with respect to payment of dividend, repayment of capital and voting rights.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.
The Company has only one class of share capital, i.e., equity shares having face value of ` 10 per share. Each holder
of equity share is entitled to one vote per share.

(e) The Authorised Equity Share Capital has been increased to 140,000 Lakhs with effect from 19th March 2021

(f) Preferencial issue of equity shares during past five years:

2016-17 2017-18

Particulars Face Face

No.shares value of Premium Total No.shares value of Premium Total
Rs.10/- Rs.10/-
Promotors - SVL Limited 11,39,78,495 11,398 15102.15 26,500 - - - -
KPR Investment private - - - - 1,29,19,896 1,292 3,500.00
limited 2,208.01
Lender Bank- Conversion 73,34,961 734 1685.57 2,419 10,193 1 2.34 3.36
of funded interest term
Loan (FITL)
Lender bank - Conversion 4,06,991 41 122.3 163 24,03,425 240 722.23 962.57
of Interest sacrifice
Lender Bank- Conversion 48,46,21,073 48,462 64212.3 1,12,674 1,92,27,563 1,923 2,547.65 4,470.41
of Working capital term
Loan (WCTL)
There is no Preferential issue of Equity during the year ended March 31, 2019, March 31, 2020, March 31, 2021 &
March 31, 2022

177
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022
(Amount in ` lakhs, unless otherwise stated)

g) Consequent to the default in payment of dues towards term loan, interest on working capital facility etc. the Company
had proposed a Debt Resolution Plan to the lenders for restructuring of the debt with change in Management
(‘Resolution Plan’) formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed
Assets) Directions, 2019 vide its circular dated 7th June 2019 (‘the RBI Circular” / “Regulatory Framework”). On
March 25, 2022, the resolution plan was approved by the consortium lenders with super majority subject to certain
conditions precedent. On June 22, 2022, the Company has entered into Master Restructuring Agreement (MRA) to
give effect to the Resolution Plan. The Company is in the process of compliance of all conditions precedent.
The key feature of the Resolution Plan are as follows:
a) Investment of ` 35,000 Lakhs in equity of the company at a price per equity share of ` 10 each by an investor which
will be utilised to reduce the debt.
b) Conversion of ` 17,500 Lakhs of debt into 4% Compulsory Convertible Debentures at the end of March 31, 2035.
c) Conversion of ` 17,500 Lakhs of debt into 4% Non-Convertible Debentures redeemable over a period of 14 years.
For the purpose of classification as at March 31, 2022, the said restructuring has not been considered, Instead
borrowings repayable after 12 months from the balance sheet date has been considered as non-current, and those
dues that were on default have been classified as current based on confirmations / repayment schedule received
from lenders.
The Allotment Committee of the Board of Directors of the Company, at Its meeting held on June 24, 2022 has
approved the following:
1) Allotment of equity shares of the Company on preferential basis in terms of Chapter V of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations")
to Mark AB Capital Investment LLC as under:
220,000,000 (Twenty two Crores) fully paid-up equity shares having a face value of ` 10/- each for cash at par per
equity share aggregating to ` 22,000 Lakhs (Rupees Twenty two thousand lakhs only);
2) Allotment of securities of the Company on preferential basis In terms of the Resolution Plan for part Conversion of
the debt not exceeding to ` 3,50,00,00,000/- (Rupees Three hundred and fifty crores only) as under:
• Not exceeding 175,00,00,000 (One hundred and seventy-five crores) fully paid up secured Compulsorily convertible
debentures with an average yield of 4% (hereinafter referred to as the 'CCDs") having a face value of ` 100/-
(Rupees One Hundred only) each aggregating to 1,75,00,000/- (Rupees One crore seventy-five lakhs only)
•Not exceeding 175,00,00,000 (One hundred and seventy-five crores) fully paid up secured Non-convertible
debentures with an average yield of 4% (hereinafter referred to as the 'NCDs") having a face value of ` 100/- (Rupees
one hundred only) each aggregating to 1,75,00,000/- (Rupees One crore seventy-five lakhs only) redeemable over
a period of 14 years.
The equity shares and the other securities so allotted on preferential basis shall be subject to lock-in for such period
as may be prescribed under the ICDR Regulations.
Post allotment of equity shares, the paid-up equity capital of the Company is ` 11,915,290,250 - (Rupees One
thousand one hundred and ninety-one crores fifty-two lakhs ninety thousand two hundred and fifty only) divided into
1,19,15,29,025 (One hundred nineteen crores fifteen lakhs twenty-nine thousand and twenty-five) equity shares of
`10/- each.

178
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
24 Other equity
(A) The Company has preference share capital having a par value of ` 100 per share, referred to herein as
preference share capital
As at As at
31 March 2022 31 March 2021
Authorized
30,000,000 (31 March 2018: 30,000,000) Convertible Preference Shares of 30,000.00 30,000.00
` 100 each
Total 30,000.00 30,000.00

(B) Other equity As at As at

31 March 2022 31 March 2021
Securities premium reserve (Refer Note (i) below) 1,91,225.43 1,91,225.43
General reserve (Refer Note (ii) below) 561.93 561.93
Capital Reserve (Refer Note (iii) below) 12.92 12.92
Deficit in the Statement of Profit and Loss (Refer Note (iv) below) (2,15,105.50) (1,93,436.12)
Employee Stock options outstanding account (ESOOA) (Refer Note (v) below) 0.00 0.00
Investments FVTOCI Reserve on equity instruments (Refer Note (vi) below) 8.51 (30.50)
Re-measurement gains/ (losses) on defined benefit plans (Net of Tax) (Refer 163.68 148.07
Note (vii) below)
Foreign Currency monetary item translation diff account( Refer Note (viii) (219.86) 32.46
below)
Share of reserve from an Associate - 4,700.99
Non Controlling Interest 146.61 142.73
Total (23,206.28) 3,357.91

(i) Securities premium reserve As at As at

31 March 2022 31 March 2021
Opening balance 1,91,225.43 1,91,225.43
Add : Securities premium credited on issue of shares
Closing balance 1,91,225.43 1,91,225.43

(ii) General reserve As at As at

31 March 2022 31 March 2021
Opening balance 561.93 561.75
Additions/(Transfers) 0.17
Closing balance 561.93 561.93

179
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
(iii) Capital Reserve As at As at
31 March 2022 31 March 2021
Opening balance 12.92 12.92
Additions/(Transfers)
Closing balance 12.92 12.92

(iv) Deficit in the Statement of Profit and Loss As at As at

31 March 2022 31 March 2021
Opening balance (1,93,436.12) (1,75,488.79)
Add: Net loss for year (26,370.37) (17,947.33)
Transfer 4,700.99
Closing balance (2,15,105.50) (1,93,436.12)

(v) Employee Stock options outstanding account As at As at

31 March 2022 31 March 2021
Opening Balance - 0.17
Additions/(Transfers) - (0.17)
Closing Balance - 0.00

(vii) Investments FVTOCI Reserve on equity instruments As at As at

31 March 2022 31 March 2021
Opening balance (30.50) (33.01)
-Fair valuation changes for the year (net of tax) 39.01 2.51

Closing balance 8.51 (30.50)

(viii) Re-measurement (gain)/loss on post employment benefit obligation (net As at As at

of tax) 31 March 2022 31 March 2021
Opening Balance 148.07 130.97
Additions 15.61 17.10
Closing Balance 163.68 148.07

180
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
(ix)Foreign Currency Monetary item Translation diff account As at As at
31 March 2022 31 March 2021
Opening balance 32.46 127.22
Additions (252.32) -94.76
Closing balance (219.86) 32.46

Nature and Purpose of Reserves

Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve will be utilised in
accordance with provisions of the Act.

General Reserve
The Company created a General Reserve in earlier years pursuant to the provisions of the Companies Act wherein
certain percentage of profits were required to be transferred to General Reserve before declaring dividends. As per
the Companies Act 2013, the requirement to transfer profits to General Reserve is not mandatory. General Reserve
is a free reserve available to the Company.

Capital reserve
Capital reserve was created under the previous GAAP out of the profit earned from a specific transaction of capital
nature. Capital reserve is not available for the distribution to the shareholders.

Employee Stock options outstanding account

The reserve is used to recognize the grant date fair value of the options issued to employees under Company’s
Employee Stock Option Plan.

25 Non-current borrowings As at As at
31 March 2022 31 March 2021
Secured - At Amortized Cost
From Banks
Term Loans 6,291.99 11,089.54
From Others
Term Loans 8,512.45 8,444.45
Working Capital Term Loans 560.03 490.46
Funded Interest Term Loans - 48.39

Total 15,364.47 20,072.84

181
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
25.1 Terms of Repayment and Security details

Particulars 31.03.2022 31.03.2021 Terms of Secured by

Repayment
Term Loans from 1,198.00 1,995.35 32 Structured Primary Exclusive charge on 5 Wind
Banks quarterly Electric Generator of 1.5 MW from
commencing from LSML
Jun'16 to Sept'24
Term Loans from 5,093.99 9,094.19 27 Structured First Paripassu charge on Pooled
Banks quarterly Assets ie., all movable (both fixed,
commencing from current and non-current) Immovable
Jun'18 to Sept'25 assets of the company and corporate
guarantee of SVL and SVL Trust
Term Loans from 5,857.87 8,444.45 27 Structured
Others quarterly
commencing from
Jun'18 to Sept'25
Term Loans from 2,654.58 - 4 Equal yearly
Others commencing from First Paripassu charge on Pooled
Sept’27 to March’29 Assets ie., all movable (both fixed,
Funded Interest - 48.39 20 Structured current and non-current) Immovable
Term Loan from quarterly assets of the company and corporate
Others commencing from guarantee of SVL and SVL Trust
Jun'16 to Sept'21
Working Capital 560.03 490.47 32 Structured
Term Loan from quarterly
Others commencing from
Jun'16 to Sept'24
Total 15,364.47 20,072.84
25.2 Implementation of Resolution Plan post year end
The company is in default to its lenders and one of the financial creditor filed an NCLT case against the company.
The Company had proposed a debt resolution plan to the lenders for restructuring of the debt (“Resolution
Plan”) under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019
issued by Reserve Bank of India vide its circular dated June 7, 2019 (the “RBI Circular”). On March 25, 2022, the
Resolution Plan was approved by the consortium lenders subject to certain conditions precedent. The Resolution
Plan submitted to the lenders has been approved with 81.85% by value and 61.11% by number. Subsequent to
the year end on June 22, 2022 the Borrowers have entered into Master Restructuring Agreement (MRA) to give
effect to the resolution plan.
The key features of the Resolution Plan are as follows:
1. Equity Infusion by Prospective Investor – Minimum of Rs. 35,000 Lakhs. Preferential Issue of Equity Shares
subject to the pricing as per the SEBI (ICDR) Regulations 2015 to the Investor for 26.4% stake in the Company.
2. Conversion of a part of the existing bank debts into Rs. 17,500 Lakhs of Non-Convertible Debentures (NCD)
and Rs. 17,500 Lakhs of Compulsory Convertible Debenture (CCD).
3. Charging rate of interest on the CC facility @ 9.00% p.a. (1 year MCLR + 1.75%) w.e.f 1st October 2020.
4. Banks to allow utilization of vacancy in Non-Fund Based Facilities and Fund based limits already sanctioned
and available to the Company, post implementation of the plan.
5. Prospective Investor to provide Corporate Guarantee to lenders for entire facilities.
6. Continuation of Margin of 15% on stock and book debts and cover period of 270 days for receivable.

182
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
25.3 Classification of borrowings
During the year ended and as at March 31, 2022, the Company has made defaults in repayment of term loans.
As at March 31, 2022, the Company has obtained balance confirmation and repayment schedule of outstanding
Term Loans as of March 31, 2022 from the Lenders. Based on the maturity of the term loan instalments payables
as per the balance confirmation, the Company has classified the borrowings under current and non-current and
for the purpose of classification of term loans as at March 31, 2022, the impact as per Resolution Plan has not
been considered as the condition precedents need to be complied with for effecting the adjustments. Further all
defaulted loans have also been classified as Current maturities.

The Company has defaulted in repayment of loans and interest in respect the following
Particulars Principal/ Interest Period of Amount of default for the
Delay year ended 31-03-2022
(In Lakhs (Rs.))
Central Bank Principal pending to be repaid 547-365 days 1,470.13
Principal pending to be repaid 365-1 days 2,630.75
Interest pending to be repaid 547-365 days 719.13
Interest pending to be repaid 365-1 days 1,627.10
IFCI WCTL Principal pending to be repaid 547-365 days 63.75
Principal pending to be repaid 365-1 days 114.07
Interest pending to be repaid 547-365 days 46.55
Interest pending to be repaid 365-1 days 74.55
IFCI FITL Principal pending to be repaid 547-365 days 44.17
Principal pending to be repaid 365-1 days 31.71
Interest pending to be repaid 547-365 days 6.18
Interest pending to be repaid 365-1 days 10.10
ACRE Principal pending to be repaid 547-365 days 1,000.00
Principal pending to be repaid 365-1 days 1,900.00
BOM - Covid Loan Principal pending to be repaid 547-365 days 32.00
Principal pending to be repaid 365-1 days 128.00

25.4 The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender during
the current period.

26 Other financial liabilities As at As at

31 Mar 2022 31 March 2021

Sundry Creditors- Retention 4,465.38 4,363.37

Total 4,465.38 4,363.37

183
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
Sundry Creditors- Retention
As on 31-03-2022
Particualrs Outstanding for following periods from due date of payments
Not due Less than 1 1-2 years 2-3 More Total
year years than three
years
(i) MSME - - - - - -
(ii) Others 4,465.38 - - - - 4,465.38
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 4,465.38 - - - - 4,465.38

As on 31-03-2021
Particualrs Outstanding for following periods from due date of payments
Not due Less than 1 1-2 years 2-3 More Total
year years than three
years
(i) MSME - - - - - -
(ii) Others 4,363.37 - - - - 4,363.37
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 4,363.37 - - - - 4,363.37

27 Long Term Provisions As at As at

31 Mar 2022 31 March 2021

Provision for gratuity (Refer Note: 47) 540.50 559.51

Total 540.50 559.51

28 Other non-current liabilities As at As at

31 Mar 2022 31 March 2021
Contract Liabilities
Advance from Customers 2,202.91 4,882.17

Total 2,202.91 4,882.17

184
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
29 Short -term borrowings (Secured) As at As at
31 Mar 2022 31 March 2021
From bank
- Cash Credit and Overdraft facilities 42,731.22 35,698.43
- Working Capital Demand Loans 17,014.48 17,355.22
- Demand Loan - Covid Emergency loan 191.95 193.85
- 'Interest accrued and due 7,405.38 1,889.19
- Current Maturities 7,465.00 2,630.75
- FITL- Moratorium Interest 1,272.62 2,886.15
From others
-- Current Maturities 5,724.00 2,045.78
-- Cash Credit and Overdraft facilities 582.33 476.88
-- Funded Interest Term Loans 76.00
From SVL Limited (Entities exersing significant influence over the company)- - 339.55
Unsecured - Refer Note - 49

Total 82,462.97 63,515.81

29.1First Paripassu Charge on Pooled Assets i.e., all movable (both fixed, current and non current assets) immovable
assets of the company and corporate guarantee of SVL and SVL Trust.
The Company has defaulted in repayment of loans and interest in respect the following
Cash Credit WCDL FITL
Bank Date of Amount Date of Amount Date of Amount
default (In Lakhs) default (In Lakhs) default (In Lakhs)
Punjab National Bank (eOBC) 26-Mar-20 5,679 30-Sep-20 255 - -
Punjab National Bank 2-Mar-20 3,159 30-Sep-20 852 - -
Bank of India 14-Feb-20 1,158 30-Sep-20 101 - -
Yes Bank 31-Dec-20 258 - - 31-Oct-20 103
State Bank Of India 21-Sep-20 1,190 - - 31-Oct-20 721
Indian Bank 25-Apr-20 3,682 30-Sep-20 235 - -
Indusind Bank 23-Nov-20 165 30-Sep-20 351 31-Dec-20 187
IDBI Bank 31-Oct-20 298 30-Sep-20 576 30-Sep-20 368
ICICI Bank 30-May-20 100 - - - -
Federal Bank 5-Mar-20 720 - - - -
DBS Bank India Ltd 30-Sep-20 692 - - 31-Dec-20 221
Central Bank of India 26-Feb-20 1,982 31-Dec-20 278 31-Oct-20 338
Bank Of Baroda 30-Nov-20 202 30-Nov-20 262 31-Dec-20 146
Asset Reconstruction Company (India) 31-Dec-20 528 - - - -
Limited (ARCIL)
Union Bank 31-Mar-21 206 - - 31-Dec-20 40
IFCI Factors 30-Sep-20 131 - - 30-Sep-20 9
Axis Bank 30-Nov-21 1,635 31-Jan-21 24 - -
Bank of Maharashtra 30-Apr-21 329 - - - -
Total 22,114 2,934 2,133

185
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
30 Trade payables As at As at
31 Mar 2022 31 March 2021

Total outstanding dues of creditors other than micro enterprises and

small enterprises
Acceptances 323.42 842.43
Trade Payables (Refer Note 30.1 & 30.2) 33,644.80 33,160.17

Total 33,968.22 34,002.60

30.1 The average credit period ranges from 30 days to 90 days, depending on the nature of the item or work. The
work orders include element of retention, which would be payable on completion of a milestone, completion of
the contract or after a specified period from completion of the work. The terms also would include back to back
arrangement wherein, certain amounts are payable on realisation of corresponding amounts by the company from
the customer. No interest is payable for delay in payments, unless otherwise specifically agreed in the order or as
required by a legislation, like Micro, Small and Medium Enterprises Development Act (“MSMED Act”). The company
has a well defined process for ensuring regular payments to the vendors.
30.2 Based on the information available with the Company, there are no outstanding dues and payments made to any
supplier of goods and services beyond the specified period under Micro, Small and Medium Enterprises Development
Act, 2006 [MSMED Act]. There is no interest payable or paid to any suppliers under the said Act.

Particulars As at As at
31 March 2022 31 March 2021
(a) Amount remaining unpaid to any supplier at the end of each accounting -
year:Principal & Interest
(b) The amount of interest paid by the buyer in terms of section 16 of the -
MSMED Act, along with the amount of the payment made to the supplier
beyond the appointed day during each accounting year.
(c) The amount of interest due and payable for the period of delay in making -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under the MSMED Act.
(d) The amount of interest accrued and remaining unpaid at the end of each -
accounting year.
(e) The amount of further interest remaining due and payable even in the -
succeeding years, until such date when the interest dues above are actually
paid to the small enterprise, for the purpose of disallowance of a deductible
expenditure under section 23 of the MSMED Act.

186
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
30.3 Trade payable ageing
As on 31-03-2022
Particualrs Outstanding for following periods from due date of payments
Not due Less than 1 1-2 years 2-3 years More Total
year than three
years
(i) MSME - - - - - -
(ii) Others 2,546.10 11,396.90 2,232.31 10,494.76 5,045.06 31,715.13
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - 245.04 385.54 476.66 1,145.85 2,253.09
Total 2,546.10 11,641.94 2,617.85 10,971.42 6,190.91 33,968.22

As on 31-03-2021
Particualrs Outstanding for following periods from due date of payments
Not due Less than 1 1-2 years 2-3 More Total
year years than three
years
(i) MSME - - - - - -
(ii) Others 8,783.08 9,415.95 8,225.17 2,741.93 2,545.86 31,711.98
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others 0.54 168.99 824.53 568.08 728.47 2,290.62
Total 8,783.62 9,584.94 9,049.70 3,310.01 3,274.33 34,002.60

31 Other financial liabilities As at As at

31 Mar 2022 31 March 2021
Other liabilities* 1,875.25 1,663.25
Total 1,875.25 1,663.25
*Included employee dues and other routine payable for expenses

32 Other current liabilities As at As at

31 Mar 2022 31 March 2021

Statutory dues payable 141.84 773.80

Advance Billing 548.11 2,673.39
Total 689.94 3,447.20

187
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
33 Contract Liabilities As at As at
31 Mar 2022 31 Mar 2021
Advance from customers 5,934.02 8,076.27
Total 5,934.02 8,076.27

34 Short Term Provisions As at As at

31 Mar 2022 31 March 2021

Provision for gratuity (Refer Note: 47) 23.70 23.62

Provision for Compensated Absences (Refer Note: 47) 480.83 385.94
Other Provision 128.67 125.72
Total 633.19 535.29

35 Revenue from operations 2021-22 2020-21

Revenue from Engineering and Construction Contracts (Refer Note 35.1 & 35.2) 32,944.17 57,992.37
Other operating Revenue
Company’s share in profit of Integrated Joint Ventures 1.48 286.15

Total 32,945.65 58,278.52

35.1 Revenue for the Year ended March31, 2022 includes Rs.8,624 lakhs, being share of revenue relating to the Basra
project, billed from Mokul Shriram EPC JV (MSJV), a jointly controlled operation, where in the company owns 50%
interest (Year ended March 31, 2021- Rs.25,984 Lakhs)
35.2 Unsatisfied performance obligation: Management expects that the transaction price allocated to partially or fully
unsatisfied performance obligation of ` 119,664 lakhs (March 31, 2021: ` 148,295 Lakhs) will be recognised as
revenue over the project life cycle.

36 Other income 2021-22 2020-21

Interest income
- Margin Money deposits 280.01 126.03
- Interest income on Financial Assets - 1,512.07
- Income tax refund 316.91 -
Liabilities written back 38.92 476.04
Miscellaneous income 477.58 220.65
Total 1,113.42 2,334.79

188
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
37 Erection, Construction & Operation Exps 2021-22 2020-21

Cost of Materials and Labour (Refer Note 37.1 ) 28,791.73 49,303.85

Other Contract Related Costs 210.50 6,367.89

Total 29,002.23 55,671.74

37.1 Cost for the Year ended March31, 2022 includes Rs.8,624 lakhs, being share of cost relating to the Basra project,
billed from Mokul Shriram EPC JV (MSJV), a jointly controlled operation, where in the Company owns 50% interest
(Year ended March 31, 2021- Rs.25,984 Lakhs).

38 Change in Inventories of Contract WIP 2021-22 2020-21

Inventories at the beginning of the year 248.20 324.86

248.20 324.86
Less: Inventories at the end of the year - 248.20
- 248.20
Net decrease 248.20 76.66
Total 248.20 76.66

39 Employee benefits expense 2021-22 2020-21

Salaries,wages,bonus and other allowances 3,194.97 3,131.40

Contribution to Provident and Other funds 196.18 228.49
Contribution to Gratuity (Refer Note - 47) 133.37 93.10
Staff welfare expenses 174.92 355.41
Total 3,699.44 3,808.41

189
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
40 Finance costs 2021-22 2020-21

Interest on Cash Credits 7,788.18 6,676.05

Interest on Term Loans 1,711.75 1,715.69
Interest - Others 628.71 852.10
Interest on financial liabilties measured at Effective interest rates 1,416.60 1,415.09
Interest on Lease Liabilities 23.13
Total 11,568.38 10,658.93

41 Depreciation and amortization expense 2021-22 2020-21

Depreciation on Property, Plant and equipment (Refer Note- 6A) 548.87 552.00
Amortization of Intangible Assets (Refer Note- 7) 4.04 4.04
Amortization of Right of use assets (Refer Note- 6B) 29.76
Total 582.66 556.04

42 Other expenses 2021-22 2020-21

Electricity and water 119.24 238.68

Rates and taxes 59.12 14.44
Rent 105.26 119.49
Repairs and Maintenance:
Building 14.66 4.30
Plant and Machinery, Equipments 56.67 48.77
Others 20.01 28.79
Auditors' Remuneration (Refer Note 42.1) 34.32 24.48
Bank Charges, Letter of Credit / Guarantee charges 965.93 1,989.20
Travel and conveyance 343.12 273.44
Insurance premium 192.75 263.07
Printing & Stationery 20.98 22.33

190
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
Communication, broadband and internet expenses 29.27 58.14
Sitting Fees 8.70 7.30
Consultancy charges 391.00 591.76
Legal Expenses 105.86 101.24
Advertisement 22.32 33.06
Bad Debts 103.35 -
Company’s share in Loss of Integrated Joint Ventures - -
Donation 0.08 0.31
Provision for doubtful trade and Other receivables and Loans and Advances 1,831.49 2,036.42
Loss on Sale of assets 99.18 1.78
Others 165.97 660.58
Total 4,689.27 6,517.58

42.1 The following is the break-up of Auditors remuneration (exclusive of GST) 2021-22 2020-21
As auditor:
Statutory audit 27.00 18.00
Other matters 6.00 6.00
Reimbursement of expenses 1.32 0.48
Total 34.32 24.48

43 Exceptional Items 2021-22 2020-21

Provision for trade,other receivables and contract assets (Refer- 43.1) 6,361.26 1,149.11
Total 6,361.26 1,149.11

43.1 Exceptional items for the year ended March 31, 2022 represents provision of trade, other receivables and contract
assets amounting to Rs 6,361.26 lakhs (Previous Year Rs 1,149.11 lakhs), based on estimation of potential stress on
project completion, considering COVID 19 pandemic.

191
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
44 Disclosure pursuant to Ind AS 12 "Income Taxes"
(A) Components of Deferred Tax Assets and Liabilities recognised in Balance Sheet:

31.03.2022

Particulars Balance as Recognized Recognized Balance as

at in profit or in OCI at March 31,
April 1, 2021 loss during during 2022
2021-22 2021-22

Deferred tax assets

Expenditure allowed on payment basis for Income 338.58 32.05 (5.45) 365.17
tax purpose

Impairment loss on Financial Assets and Contract 3,937.69 (24.69) - 3,912.73

Assets

Deferred tax asset on account of unabsorbed losses 43,889.00 (4,244.00) - 39,645.00

and depreciation allowance (Refer Note- 44 (B))

48,165.27 (4,236.91) (5.45) 43,922.90

Deferred tax liabilities

On Property, Plant and Equipment 541.57 35.83 - 577.40

On Others -

541.57 35.83 - 577.40

Deferred tax asset, net 47,623.70 (4,272.74) (5.45) 43,345.50

(B) The Company has business losses and unabsorbed depreciation which are allowed to be carried forward and set off
against available future taxable income under Income Tax Act, 1961. Against the carried forward loss of ` 2,11,013
lakhs, the company has recognized deferred tax asset on a carry forward loss to the extent of Rs.1,28,547 lakhs which
results in DTA of Rs. 39,645 lakhs. During current year, the Company has written off DTA amounting to Rs. 4278 Lakhs
(Net) due to carry forward business losses which is expiring by FY 2021-22.
Considering potential order book as on date, future business prospects in the line of implementation of Resolution
Plan, projects in pipeline etc, the management is confident of adjusting these carry forward losses and reversal of DTA
before the expiry of the period for which this benefit is available.

192
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
31.03.2021
Particulars Balance as Recognized Recognized Balance as
at in profit or in OCI at March 31,
April 1, 2020 loss during during 2021
2020-21 2020-21

Deferred tax assets

Expenditure allowed on payment basis for Income 409.44 (64.87) (5.98) 338.58
tax purpose
Impairment loss on Financial Assets and Contract 4,204.37 (266.68) - 3,937.69
Assets
Deferred tax asset on account of unabsorbed losses 43,519.98 369.02 - 43,889.00
and depreciation allowance
48,133.79 37.46 (5.98) 48,165.27

Deferred tax liabilities

On Property, Plant and Equipment 510.09 31.48 - 541.57
On Others - - - -
510.09 31.48 - 541.57

Deferred tax asset, net 47,623.70 5.98 (5.98) 47,623.70

C) The Company has business losses and unabsorbed depreciation which are allowed to be carried forward and set off
against available future taxable income under Income Tax Act, 1961. Against the carried forward loss of Rs.1,99,103
lakhs, the company has recognized deferred tax asset on a carry forward loss to the extent of Rs.1,40,773 lakhs
which results in DTA of Rs. 43,899 lakhs. Considering potential order book as on date, future business plan, projects
in pipeline etc, the management is confident of adjusting these carry forward losses and reversal of DTA before the
expiry of the period for which this benefit is available.

(D) Components of Income tax 2021-22 2020-21

Current Tax - 122.17
Deferred Tax 4,278.00
Total 4,278.00 122.17

(E) Reconciliation of tax charge 2021-22 2020-21

(a) Profit/(Loss) before tax (20,623.02) (18,288.53)
(b) Corporate Tax Rate as per Income Tax Act, 1961 34.94% 34.94%
(c) Tax on Accounting Profit (c) = (a) * (b) (7,205.68) (6,390.01)

193
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
(d) Tax adjustments
- -
(i) Tax on Non-deductible item for tax purpose (1,808.36) (789.06)
(ii) Tax effect on expiry of carry forward losses (7,500.00) -
(iii) Tax effect of losses of current year on which no deferred tax benefit is recognised (2,095.59) (5,481.37)
(iv) Tax effect of various other items (79.74) (119.58)
(v) Effect of difference in tax rates of subsidiaries operating in other jurisdiction - -
Total effect of Tax Adjustments (11,483.68) (6,390.01)

(e) Tax expenses recognised during the year (e) = (c) + (d) (4,278.00) 0.00

45 Basic and Diluted Earnings Per Share (EPS) computed in accordance with Indian Accounting Standard (Ind
AS) 33 "Earnings Per Share":
Particulars 31-Mar-22 31-Mar-21
Basic EPS

Loss after Tax as per Accounts (` lakhs) A (26,370.36) (17,947.33)

Weighted Average Number of Equity Shares Outstanding B 97,152.29 97,152.29

Basic EPS (`) A/B (2.71) (1.85)

Diluted EPS

Loss after Tax as per Accounts (` lakhs) A (26,370.36) (17,947.33)

Weighted Average Number of Equity Shares Outstanding B 9,715.29 9,715.29

Diluted EPS (`) A/B (2.71) (1.85)

46 Disclosures pursuant to EPC Contracts:

S. Particulars 2021-22 2020-21

No

1 Contract revenue recognised for the financial year 32,944.17 57,992.37

2 Aggregate amount of Contract costs incurred and recognized profits (less 29,250.43 55,748.40
recognized losses) upto the reporting date
3 Advances received for contracts in progress 8,136.93 12,958.44
4 Retention amount by customers for contracts in progress 28,718.62 28,481.99
5 Gross amount due from customers for contract work (Asset) 83,664.73 86,639.44
6 Gross amount due to customers for contract work (Liability) 548.11 2,673.39

194
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
47 Disclosure pursuant to Ind AS 19 "Employee Benefits"
(A) Defined Contribution Plans
During the year, the Company has recognized the following amounts in the 2021-22 2020-21
Statement of Profit and Loss

Employers’ Contribution to Provident Fund and Employee State Insurance 196.18 228.49
(Refer note 39)

(B) Defined benefit plans (Unfunded)

Risks associated with plan provisions

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is
exposed to various risks as follows:

Investment Risk The probability or likelihood of occurrence of losses relative to the expected
return on any particular investment.

Interest risk The plan exposes the Company to the risk of fall in interest rates. A fall in interest
rates will result in an increase in the ultimate cost of providing the above benefit
and will thus result in an increase in the value of the liability.

Salary Escalation Risk The present value of the defined benefit plan is calculated with the assumption
of salary increase rate of plan participants in future. Deviation in the rate of
increase of salary in future for plan participants from the rate of increase in salary
used to determine the present value of obligation will have a bearing on the
plan’s liability.

Demographic Risk The Company has used certain mortality and attrition assumptions in valuation
of the liability. The Group is exposed to the risk of actual experience turning out
to be worse compared to the assumption.

In respect of the plan in India, the most recent actuarial valuation of the present value of the defined benefit obligation
were carried out as at March 31, 2022 by Mr. S. Krishnan, Fellow of the Institute of Actuaries of India. The present
value of the defined benefit obligation, and the related current service cost and past service cost, were measured
using the projected unit credit method.
No other post-retirement benefits are provided to these employees.

195
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
i) Actuarial assumptions 2021-22 2020-21
Discount rate (per annum) 7.28% 6.92%
Rate of increase in Salary 5% 5.00%
Expected average remaining working lives of 12.80 13.30
employees (years)

Attrition rate 3.00% 3.00%

ii) Changes in the present value of defined benefit obligation

Particulars Gratuity Long Term Compensated
Absences
2021-22 2020-21 2021-22 2020-21
Present value of obligation at the beginning of the 583.13 638.62 385.95 533.10
year
Interest cost 35.62 38.21 25.05 33.01
Past service cost - - - -
Current service cost 97.76 54.89 380.31 249.68
Curtailments - - - -
Settlements - - - -
Benefits paid (136.70) (131.49) (47.95) (74.61)
Actuarial gain on obligations (15.61) (17.10) (262.53) (354.78)
Present value of obligation at the end of the year* 564.20 583.13 480.83 386.41
*Included in provision for employee benefits (Refer notes 27 and 34)
iii) Expense recognized in the Statement of Profit and Loss
Particulars Gratuity Long Term Compensated
Absences
2021-22 2020-21 2021-22 2020-21
Current service cost 35.62 38.21 380.31 249.68
Past service cost - - - -
Interest cost 97.75 54.89 25.05 33.01
Expected return on plan assets - - - -
Actuarial gain on obligations (15.61) (17.10) (262.53) (356.61)
Settlements - - - -
Curtailments - - - -
Total expenses recognized in the Statement Profit 117.76 93.10 142.83 (73.92)
and Loss
Total expenses recognized in OCI (15.61) (17.10) - -

196
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
iv) Assets and liabilities recognized in the Balance Sheet:
Particulars Gratuity Long Term Compensated
Absences
2021-22 2020-21 2021-22 2020-21
Present value of unfunded obligation as at the end (564.20) (583.13) (480.83) (386.41)
of the year
Unrecognized actuarial (gains)/losses - - - -
Unfunded net liability recognized in Balance Sheet* (564.20) (583.13) (480.83) (386.41)
*Included in provision for employee benefits (Refer notes 27 and 34)

v) A quantitative sensitivity analysis for significant assumption as at 31 March 2022 is as shown below:

Impact on defined benefit obligation 2021-22 2020-21

Discount rate
0.5% increase (2.86%) (3.09%)
0.5% decrease 3.04% 3.29%

Rate of increase in salary

0.5% increase 3.04% 3.29%
0.5% decrease (2.86%) (3.09%)

vi) Maturity profile of defined benefit obligation

Period 2021-22 2020-21

By the end of the First Year 167.89 172.76

Between Year 1 and Year 2 11.21 30.62
Between Year 2 and Year 3 69.93 9.16
Between Year 3 and Year 4 99.03 58.35
Between Year 4 and Year 5 45.28 100.38
Between Year 5 and Year 10 374.94 364.20

197
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
48 Disclosure in respect of leases pursuant to Indian Accounting Standard (Ind AS) 116, "Leases"
Finance leases where Company is a lessee:
The following is the summary of practical expedients elected on application:
1. Used a single discount rate to a portfolio of leases with reasonably similar characteristics
2. Applied the short-term leases exemptions to leases with lease term that ends within 12 months of the date of initial
application
3. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application
The Company has lease contracts for its head office building and furniture and fixtures. Leasee is restricted from
assigning and subleasing the leased assets. The Company applies the ‘short-term lease’ and ‘lease of low-value
assets’ recognition exemptions for these leases.
The effective interest rate for lease liabilities is 9%.

The maturity analysis of lease liabilities are given as below:

Particulars 31st March 31st March
2022 2021
Within one year 36.60 -
After one year but not more than five years 195.58 -
More than five years 106.40 -

Amounts recognised in the Statement of Profit and Loss:

Particulars 31st March 31st March
2022 2021
Amortization expense of right-of-use assets 29.76 -
Interest expense on lease liabilities 23.13 -
Expense relating to short-term leases (included in other expenses) 104.96 119.49
Total amount recognised in statement profit or loss 157.84 119.49

Amounts recognised in statement of Cash Flows:

Particulars 31st March 31st March
2022 2021
Total Cash outflow for leases 36.60 -

198
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
49 Disclosure of Related Parties/related party transactions pursuant to Ind AS 24 “Related Party Disclosures”
(A) List of related parties and description of relationship as identified and certified by the Company:

Entities exercising significant influence over the Company

SVL Limited

Subsidiary of Entities exercising significant influence over the Company

Shriram SEPL Composites Private Limited
Bharat Coal Chemicals Limited (BCCL)

Enterprises under the joint control of the Entiteis exercising significant influence over the Company:
Leitwind Shriram Manufacturing Private Limited

Key Management Personnel

T.Shivaraman - Managing Director
M.Amjad Shariff - Joint Managing Director

Other enterprises under the control of the Key Management Personnel

Orient Green Power Company Limited
Bharath Wind Farm Limited
Clarion Windfarms Private Limited
Beta Wind Farm Private Limited
Amrit Enviornmental Technologies P Ltd

Joint Operations
Larsen & Toubro Limited Shriram EPC JV
Mokul Shriram EPC JV
Shriram EPC Eurotech Environmental Pvt Ltd - JV
SEPC DRS ITPL JV

(B) Details of transactions with related party in the ordinary course of business for the year ended:

(i) Entities exercising significant influence over the Company 2021-22 2020-21

Transfer of Advances / Receivables / Investments 2,793.80 4,758.88

Fund Received (Net) 2,454.85 5,194.75

(ii) Key Management Personnel (KMP)

Compensation of Key Management Personnel

T.Shivaraman 60.40 60.40
M.Amjad Shariff 60.15 60.15

199
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
(iii) Other enterprises under the control of the key management personnel

(a) Orient Green Power Company Limited

Payments made 0.41 -

(b) Bharath Wind Farm Limited

Fund Receipts 4.11 -

(iv) Joint Operations

(a) Larsen & Toubro Limited Shriram EPC JV

Company’s share in profit of Integrated Joint Ventures 1.48 286.15
Funds Received 390.77 -

(b) Shriram EPC Eurotech Environmental Pvt Ltd - JV

Progressive Billings/ Revenue 698.18 532.66
Expenses reimbursed by the party 4.51 125.33

(c) SEPC DRS ITPL JV

Progressive Billings/ Revenue 1.99 590.73
Expenses reimbursed by the party - 260.85

(d) Mokul Shriram EPC JV

Progressive Billings/ Revenue 8,624.17 25,983.90
Cost incurred for Materials and Labour 8,624.17 25,983.90

(C) Amount due (to)/from related party as on:

Particulars 2021-22 2020-21

(i) Advances / (Borrowings):
SVL Limited - (339.55)
Leitwind Shriram Manufacturing Private Limited (Expected Credit Loss of 477.77 3,201.62
` 9,141.70 Lakhs (March 31, 2021: ` 9,141.70 Lakhs)
Bharat Wind Farm Limited - 4.71
Orient Green Power Company Limited - (0.41)

(ii) Receivables /(Payables):

Amrit Enviornmental Technologies P Ltd 1,966.38 2,300.00
Shriram EPC Eurotech Environmental Pvt Ltd - JV - (0.11)
SEPC DRS ITPL JV - 523.85
Larsen & Toubro Limited Shriram EPC JV 0.90 445.71
Mokul Shriram EPC JV 1,669.28 3,338.55

200
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
50 Disclosure pursuant to Ind AS 1 "Presentation of Financial Statements"
(A) Current Assets expected to be recovered within twelve months and after twelve months from the reporting
date
Particulars As at March 31, 2022 As at March 31, 2021
Within After Total Within After twelve Total
twelve twelve twelve months
months months months
Inventories - Note 15 - - - 248.20 - 248.20
Trade Receivables - Note 17 37,250.48 - 37,250.48 40,207.54 - 40,207.54
Other Current Financial Assets - 879.24 - 879.24 844.27 - 844.27
Note 20

(B) Current liabilities expected to be settled within twelve months and after twelve months from the reporting date
Particulars As at March 31, 2022 As at March 31, 2021
Within After Total Within After twelve Total
twelve twelve twelve months
months months months
Acceptances - Note 30 323.42 - 323.42 842.43 - 842.43
Trade and Other Payables - 33,644.84 - 33,644.84 33,160.17 - 33,160.17
Note 30
Other Current Financial 4,465.38 - 4,465.38 4,363.37 - 4,363.37
Liabilities - Note 26

51 Segment reporting
The Chief Operating Decision Maker (CODM) reviews the operations of the Company for the year ended March 31,
2021 as one operating segment being Construction Contracts. Hence no separate primary segment information has
been furnished herewith as required by Ind AS 108, "Operating segment". However, Geographical Segments being
secondary segments are disclosed below :

Particulars 31-Mar-22 31-Mar-21

Rest of the World
Revenue 11,291.17 31,069.19
Assets 819.18 7,004.55
-
India
Revenue 21,653.00 26,925.18
Assets 2,19,268.01 2,20,142.91
Capital Expenditure 14.97 628.89

52 Expenditure in Foreign Currency

201
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
Particulars 31-Mar-22 31-Mar-21
Professsional & Consultancy Fees 4.85 0.48
Material Consumed in Execution of Engineering 201.72 43.28
Contracts
Erection ,Construction & Operation Exp 59.00 24.14
Travelling & Conveyance 3.74 75.88
Salaries and wages 67.95 181.53
Others 154.84 4.84
Total 492.10 330.15

53 Fair Value Measurement

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:

31-Mar-22
Particulars Note Carrying Amount Fair Value
Financial Mandatorily Other Investments Total Level Level Level Total
Assets at at FVTPL Financial at Fair Value carrying 1 2 3
amortised liabilities at thorugh Other value
cost amortised comprehensive
cost income

Assets
Financial Assets Measured
at Fair Value
Investments 9 - - - 38.65 38.65 52.72 - - 52.72
-
Financial Assets not -
Measured at Fair Value*
Investments 9 - - - - - -
Loans 10 8,131.35 - - 8,131.35 - - - -
Trade Receivables 11 & 17 56,018.99 - - 56,018.99 - - - -
Cash and Cash Equivalents 18 582.67 - - 582.67 - - - -
Other Bank balances 19 2,387.49 - - 2,387.49 - - - -
Other financial assets 12 & 20 1,970.81 - - 1,970.81 - - - -
Total 69,091.31 - - 38.65 69,129.96 52.72 - - 52.72

Liabilities
Financial Liabilities not
Measured at Fair Value*
Non Current Borrowings 25 - - 15,364.47 15,364.47 - - - -
Current Borrowings 29 - - 82,462.97 82,462.97 - - - -
Trade payables 30 - - 33,968.26 33,968.26 - - - -
Other financial liabilities 26 & 31 - - 6,340.63 6,340.63 - - - -
Total - - 1,38,136.33 1,38,136.33 - - - -

202
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
31-Mar-21
Particulars Note Carrying Amount Fair Value
Financial Mandatorily Other Investments Total Level Level Level Total
Assets at at FVTPL Financial at Fair Value carrying 1 2 3
amortised liabilities at thorugh Other value
cost amortised comprehensive
cost income

Assets
Financial Assets Measured
at Fair Value
Investments 9 - - - 13.71 13.71 13.71 - - 13.71
-
Financial Assets not -
Measured at Fair Value*
Investments 9 66.13 - - 66.13 - - -
Loans 10 10,913.30 - - 10,913.30 - - - -
Trade Receivables 11 &17 61,222.68 - - 61,222.68 - - - -
Cash and Cash Equivalents 18 840.86 - - 840.86 - - - -
Other Bank balances 19 2,866.88 - - 2,866.88 - - - -
Other financial assets 12 &20 2,030.33 - - 2,030.33 - - - -
Total 77,940.18 - - 13.71 77,953.89 13.71 - - 13.71

Liabilities
Financial Liabilities not
measured at fair value*
Non Current Borrowings 25 - - 20,072.85 20,072.85 - - - -
Current Borrowings 29 - - 63,515.81 63,515.81 - - - -
Trade payables 30 - - 34,002.60 34,002.60 - - - -
Other financial liabilities 26 & 31 - - 6,026.62 6,026.62 - - - -
Total - - 1,23,617.88 1,23,617.88 - - - -

* The Company has not disclosed the fair value for Financial instruments mentioned above because their carrying amounts are a
reasonable approximation of fair value.

203
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
54 Financial risk management objectives and policies

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and
liquidity risk. The Company's risk management is coordinated by the Board of Directors and focuses on securing
long term and short term cash flows. The Company does not engage in trading of financial assets for speculative
purposes.

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other
price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include
borrowings and derivative financial instruments.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company’s outstanding debt in local currency is on fixed rate basis and
hence not subject to interest rate risk.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates
relates primarily to the Company’s operating activities (when revenue or expense is denominated in a different
currency from the Company’s functional currency).

The net exposure to foreign currency in respect of recognized financial assets, recognized financial liabilities and
derivatives is as follows:

a) Forward exchange contracts entered into by the Company and outstanding as on March 31, 2022 - Nil (March
31, 2021 - Nil)

b) Foreign Currency exposure

Particulars 31-Mar-22
Currency Amount in Foreign In ` lakhs
Currency (In Lakhs)
Bank Balances
USD 0.07 5.16
IQD 2.43 0.13

Trade Payables USD 1.11 84.44

EURO 37.17 3,130.82

Trade and Other Receivables USD 31.62 2,396.93

204
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
Particulars 31-Mar-21
Currency Amount in Foreign In ` lakhs
Currency (In Lakhs)
Bank Balances OMR 0.05 0.98
AED 0.01 0.07
EURO 0.01 0.82
USD 0.01 1.55
YUAN 0.01 0.61
IQD 2.43 0.14

Trade Payables USD 1.11 81.45

EUR 42.22 3,620.71

Trade and Other Receivables USD 39.54 2,890.77

OMR (0.14) (27.12)

(B) Credit risk

The credit risk to the Company arises from two sources:
a) Customers, who default on their contractual obligations, thus resulting in financial loss to the Company
Company evaluates the credentials of a customer at a very early stage of the bid. Company has adopted a policy
of 3 tier verification before participating for any bid. The first step of such verification includes verification of
customer credentials. The Company, as part of verification of the customer credentials, ensures the compliance
with the following criterion,

(i) Customer’s financial health by examining the audited financial statements

(ii) W
 hether the Customer has achieved the financial closure for the work for which the Company is bidding
(iii) Where the customer is Public Sector Undertaking, sanction and availability of adequate financial resources for
the proposed work.
Company makes provision on it’s financial assets, on every reporting period, as per Expected Credit Loss Method.
The provision is made separately for each financial assets of each business line. The percentage at which the
provision is made, is determined on the basis of historical experience of such provisions, modified to the current
and prospective business and customer profile.
Trade receivables consist of large number of customers, spread across diverse industries and geographical areas.
Majority of the customers of the Company comprise of Public Sector Undertakings, with whom the company does
not perceive any credit risk. As regards the customers from private sector, company carries out financial evaluation
on regular basis and provides for any amount perceived as non realisable, in the books of accounts.

b) Non certification by the customers, either in part or in full, the works billed as per the contract, being non
claimable cost as per the terms of the contract with the customer

205
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
Non certification of works billed The Company has contract claims from customers including costs on account
of account of delays / changes in scope / design by them etc. which are at various stages of discussions /
negotiations or under arbitrations. The realisability of these claims are estimated based on contractual terms,
historical experience with similar claims as well as legal opinion obtained from internal and external experts,
wherever necessary. Changes in facts of the case or the legal framework may impact realisability of these claims

The Company provides for doubtful receivables/advances and expected credit loss based on 12 months and
lifetime expected credit loss basis for following financial assets:

31-Mar-22
Particulars Estimated Gross Provision/ Carrying amount net of
Carrying Amount at Expected Credit impairment provision
default Loss
Trade receivables 46,326.35 (9,075.87) 37,250.48
Contract Assets 83,029.75 (3,321.01) 79,708.74
Advances to Suppliers 14,992.40 (1,640.30) 13,352.09

31-Mar-21
Particulars Estimated Gross Provision/ Carrying amount net of
Carrying Amount at Expected Credit impairment provision
default Loss
Trade receivables 47,179.01 (6,971.47) 40,207.54
Contract Assets 83,594.70 (910.95) 82,683.42
Advances to Suppliers 15,008.20 (1,640.30) 13,367.90

Reconciliation of Provision and Expected Credit Loss - Other financial assets

Particulars Trade receivables Contract Asset Advances to suppliers

Provision and Expected Credit Loss 6,971.47 910.95 1,640.30
on March 31, 2021
Allowance for Doubtful Debts 3,152.14 2,410.06 -
Provision and Expected Credit Loss 9,075.87 3,321.01 1,640.30
on March 31, 2022

(C) Liquidity risk

Company being an EPC contractor, has a constant liquidity pressures to meet the project requirements. These
requirements are met by a balanced mix of borrowings and project cash flows. Cash flow forecast is made for all
projects on monthly basis and the same are tracked for actual performance on daily basis. Shortfall in cash flows
are matched through short term borrowings and other strategic financing means. The daily project requirements
are met by allocating the daily aggregated cash flows among the projects. Company has established practice of
prioritising the site level payments and regulatory payments above other requirements.

206
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
The table below summarizes the maturity profile of the Company’s financial liabilities:
Particulars Less than 3 3 to 12 1 to 5 years More than 5 Total
months months years
31-Mar-22
Short term borrowings - 82,462.97 82,462.97
Long-term borrowings - 15,364.47 15,364.47
Trade payables - 26,874.24 7,094.02 33,968.22
Other financial liability - 2,202.91 2,202.91
- 1,11,540.12 22,458.49 - 1,33,998.57

31-Mar-21
Short term borrowings - 53,515.81 53,515.81
Long-term borrowings - 20,072.84 20,072.84
Trade payables - 24,818.32 9,184.28 34,002.60
Other financial liability - 4,676.53 4,882.17
- 93,216.30 29,257.12 - 1,22,473.42

55 Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium
and all other equity reserves attributable to the equity holders. The primary objective of the Company’s capital
management is to maximize the shareholder value and to ensure the Company's ability to continue as a going
concern.
The Company has not distributed any dividend to its shareholders. The Company monitors Net Debt to Capital
ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of term
loans and cash credits. The Company manages the capital structure and makes adjustments to it in the light of
changes in economic conditions and the risk characteristics of the underlying assets.
Particulars 31-Mar-22 31-Mar-21
Total equity (i) 73,946.64 1,00,510.81

Total debt (ii) 97,827.44 83,588.66

Cash and Cash Equivalents (iii) 582.67 840.86
Net Debt (iv) = (ii) - (iii) 97,244.77 67,736.54

Total Capital (v) = (i) + (iv) 1,71,191.41 1,85,456.44

Net Debt to Capital ratio (iv)/ (v) 0.57 0.37

No changes were made in the objectives, policies or processes for managing capital during the years ended 31
March 2022 and 31 March 2021.

207
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
56 Disclosures pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets”

Movement in Provisions:
Particulars Provision for Expected Credit Provision Provision for
Losses for Doubtful Advances
Receivables
Current Non-Current Non-Current Current
Opening Balance as on April 01, 2021 7,882.42 11,198.05 1,521.48 1,640.30
Add: Additional Provision during the year 4,514.46 132.86 1,047.75
Closing Balance as on March 31, 2022 12,396.88 11,330.91 2,569.23 1,640.30

57 Commitments
Particulars As at As at
31 March 2022 31 March 2021
Estimated amount of contracts remaining unexecuted on capital account Nil Nil
(net of advances paid) and not provided for

58 Contingent liabilities
Particulars As at As at
31 March 2022 31 March 2021
a)Claims against the Company not acknowledged as debts 15,835.06 10,879.21
b)Central Excise, Service Tax and customs Duties demands contested in 408.00 408.00
Appeals , not provided for
c)Disputed VAT/ Central Sales tax demands contested in Appeals, not 9,669.88 9,256.75
provided for
d)Income tax demands contested in Appeals, not provided for - 1,800.58
e)Bank Guarantees outstanding 32,002.18 41,353.20

Management is confident of winning the appeals in respect of the above , hence no provision has been made.
Future cash outflows in respect of the above matters are determinable only on receipt of judgements / decisions
pending at various forums / authorities.

208
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
59 The Company (SEPC) is one of the Respondent along with Twarit Consultancy Private Limited (TCPL) in respect of
an Arbitration by The Singapore International Arbitration Centre (SIAC) filed by GPE (INDIA) Ltd, GPE JV1Ltd, Gaja
Trustee Company Private Ltd (the Claimants) in connection with the claimants’ investments in an associate company
of the Company. SIAC vide their Order dated January 07, 2021 awarded damages Jointly and Severally on the
Respondents to the tune of ` 1,98,54.10 lakhs and a sum of SGD 372,754.79 towards Arbtration expenses. These are
to be paid along with simple interest @ 7.25% pa from July 21, 2017 until the date of payment. The Respondents have
already preferred an appeal before the High Court of Republic of Singapore against the award of SIAC and the same
is pending as on date. However, the Company has entered into an Inter -se arrangement dated September 29, 2015
with TCPL and Shri Housing Pvt Ltd by which, Company will be fully indemnified, in case of any liablity arising out of
any Suits, Proceedings, Disputes, Damages payable by the Company on any defaults arising out of the investments
made by the Complainant in the associate. In view of the said Inter-se Arrangements, the Company do not have
any liability whatsoever, on account of this award which is subject to the outcome of the Respondents appeal before
all appropriate Jurisdictional Courts / Forums.
60 Mokul Shriram EPC JV (JV Company) have won the complaint against Export Credit Guarantee Corporation of India
Limited (ECGC) before the National Consumer Disputes Redressal Commission,(NCDRC) New Delhi, in connection
with the project executed in Basra, Iraq. NCDRC, vide their order dated January 27, 2021, allowed the claims and
directed ECGC to pay a sum of ` 26,501 lakhs along with simple interest @ 10% pa. with effect from September 19,
2016 till the date of realisation to the JV Company within a period of three months from the date of order, failing which
ECGC will be liable to pay compensation in the form of simple interest @ 12% pa. ECGC had filed an appeal against
the order of NCDRC New Delhi, before Supreme Court, and the case is pending for disposal.
61 The outbreak of Coronavirus (COVID -19) pandemic globally and in India caused significant disturbance and slowdown
of economic activity. The Company has assessed the impact of pandemic on its financial results/position based on
the principle of prudence in applying judgements, estimates and assumptions including sensitivity analysis and has
concluded that there is no major impact of COVID 19 on the recoverability of carrying values of assets and expects to
recover the carrying value of its assets other than the provision made as mentioned in Note 43.1. Considering that it
is a dynamic and evolving situation, the management will continue to closely monitor and evaluate the impact of any
material change in macro-economic and other related factors, which may have bearing on the Company’s operations.
62 The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and post-
employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette
of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020.
However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the
financial impact are also not yet issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the
period in which, the Code becomes effective and the related rules to determine the financial impact are published.”
63 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies
Act, 1956,

Nature of Relationship
Balance Balance
transactions with
Name of struck off Company outstanding as outstanding as
with struck-off the Struck off
at March 2022 at March 2021
Company company, if any
MODY INDUSTRIES (FC) P LTD Payables NA - (2.91)
SCHNEIDER ELECTRIC Payables NA - (13.29)
Hariom Tradewing Pvt Ltd Payables NA - (0.05)
ORIENT CARGO MOVERS (P) LTD. Payables NA - (0.22)
DEVACHANDANA FOUNDATIONS Payables NA - (0.40)
FILTREX CONSULTANTS&ENGINEERS Payables NA - (11.91)

209
Notes forming part of the Consolidated Financial Statements
for the year ended March 31, 2022 (Amount in ` lakhs, unless otherwise stated)
64 Utilisation of Borrowed funds:

a) The Company and its subsidiary has not advanced or loaned or invested funds during the reporting periods to any
other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding whether recorded
in writing or otherwise that the Intermediary shall: (i) Directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any
guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

b) The Company and its subsidiary has not received any fund during the reporting periods from any person(s) or
entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise)
that the Company shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.
65 Details of Benami Property held
The Company does not have any Benami property, where any proceeding has been initiated or pending against the
company for holding any Benami property.
66 Compliance with number of layers of companies
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
the Companies (Restriction on number of Layers) Rules, 2017.
67 Undisclosed income
The Company does not have any undisclosed income which is not recorded in the books of account that has been
surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act,
1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
68 Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
69 Registration of charges or satisfaction with Registrar of Companies
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.
70 The Board, duly taking into account all the relevant disclosures made has approved these financial statements in its
meeting held on June 24, 2022.
71 The figures for the previous year have been reclassified/ regrouped wherever necessary for better understanding and
comparability.

As per our report of even date

For MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants SEPC Limited (Formerly Known as Shriram EPC Limited)
Firm Registration No.:105047W CIN: L74210TN2000PLC045167

Geetha Jeyakumar T. Shivaraman Chandra Ramesh

Partner Managing Director & CEO Director
Membership No : 029409 DIN: 01312018 DIN: 00938694

Place: Chennai T. Sriraman R S Chandrasekharan

Date: June 24, 2022 Company Secretary Chief Financial Officer

210
Note
Note
 SEPC Limited
(formerly Shriram EPC Limited)
Old No.56/L New NO.10/1, 4th Floor,
BASCON FUTURA SV IT Park, Venkatanarayana Road,
Parthasarathy Puram, T. Nagar, Chennai- 600 017.
E-mail:info@shriramepc.com, Website: www.shriramepc.com
CIN: L74210TN2000PLC045167