Company Announcements

Notes: 

1.  The Consolidated Audited Financial Results of Reliance Infrastructure Limited (the Parent Company), its subsidiaries (together referred to as the "Group"), associates and joint ventures have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016.

2.   COVID 19 continues to spread across the globe and India. It has impacted business by way of interruption in construction activities, operations of metros, toll collections, supply chain disruption, unavailability of personnel, closure / lock down of various other facilities etc. Further, to reduce the impact on cash flows of the group, it has availed moratorium on term loans with respect to certain subsidiaries (Delhi Discoms & selected toll road companies) as per RBI guidelines, wherever applicable.

The Group has considered all possible impact of COVID 19 in preparation of the financial result, including assessment of the recoverability of financial and non financial assets based on the various internal and external information and assumptions relating to economic forecasts up to the date of approval of these financial results for assessing the recoverability of financial and non financial assets. The aforesaid assessment is based on projections and estimations which are dependent on future development including government policies. Any changes due to the changes in situations / circumstances will be taken into consideration, if necessary, as and when it crystallizes.

3.   Pursuant to the Scheme of Amalgamation of Reliance Infraprojects Limited with the Parent Company, sanctioned by the Hon'ble High Court of Judicature at Bombay on March 30, 2011, net foreign exchange gain of Rs 12.09 Crore and loss of Rs 51.75 Crore for the quarter and year ended March 31, 2021 respectively have been credited / debited to the Consolidated Statement of Profit and Loss and an equivalent amount has been transferred/withdrawn from General Reserve. Had such transfer/withdrawal not been done, the Profit before tax would have been higher by Rs 12.09 Crore and Loss before tax would have been higher by Rs 51,75 Crore for the quarter and year ended March 31, 2021 respectively and General Reserve would have been lower/higher by an equivalent amount. The treatment prescribed under the Scheme overrides the relevant provisions of Ind AS 1 "Presentation of Financial Statements". This matter has been referred to by the auditors in their report as an emphasis of matter.

4.   The dispute between Delhi Airport Metro Express Private Limited (DAMEPL), a subsidiary of the Parent Company and Delhi Metro Rail Corporation (DMRC) arising out of the termination by DAMEPL of the Concession Agreement for Delhi Airport Metro Express Line Project (Project) was referred to an arbitral tribunal, which vide its Award dated May 11, 2017, granted  Rs 4,662.59 Crore (on the date of the Award) plus post-award interest in favour of DAMEPL being inter alia in consideration of DAMEPL transferring the ownership of the Project to DMRC, who has taken over the same. The Award was upheld by a Single Judge of Hon'ble Delhi High Court vide Judgment dated March 06, 2018. However, the said Judgment dated March 06, 2018 was set aside by the Division Bench of Hon'ble Delhi High Court vide Judgement dated January 15, 2019. DAMEPL has filed Special Leave Petition (SLP) before the Hon'ble Supreme Court of India against the said Judgement dated January 15, 2019. Hon'ble Supreme Court of India, while hearing the Interlocutory Application filed by DAMEPL seeking interim relief, had directed vide its Order dated April 22, 2019 that DAMEPL's accounts shall not be declared as NPA till further orders and further directed listing of the SLP for hearing on July 23, 2019. However, the matter was adjourned on DMRC's request dated July 22, 2019. Later, the hearing could not take place due to various reasons including COVID-19 lockdown. The SC vide its order dated June 15, 2020 scheduled the hearing. Based on the facts of the case, applicable law and as legally advised, DAMEPL has a fair chance of succeeding in the Hon'ble Supreme Court. In view of the above, pending outcome of SLP before the Hon'ble Supreme Court of India, DAMEPL has continued to prepare its financial statements on going concern basis.

5.   Certain subsidiaries and associates have continued to prepare the financial statements on a going concern basis. The details thereof together with the       reasons for the going concern basis of preparation of the respective financial statements are summarised below on the basis of the related disclosures made in the separate financial statements of such subsidiaries and associates:

a)   In respect of Mumbai Metro One Private Limited (MMOPL), a subsidiary of the Parent Company, the net worth has eroded and as at the year end, its current liabilities exceeded its current assets. MMOPL is taking a number of steps to improve overall commercial viability which will result in an improvement in cash flows and enable the Company to meet its financial obligations. It has shown year-on-year growth in passenger traffic and the revenues of the Company have been sufficient to recover its operating costs and the EBITA (Earnings before Interest, Tax and Amortization) has been positive since commencement of operations. During the financial year 2021, metro operations were suspended for about seven months due to lockdown orders received from government authorities due to covid pandemic. However, MMOPL is entitled to get the extension of the concession period to compensate the continuing revenue loss. Additionally, the overall infrastructure facility has a long useful life and the remaining period of concession is approximately 25 years. MMOPL is also in active discussion with its bankers for restructuring of their loans. The Lenders of MMOPL have decided to implement the resolution plan submitted by MMOPL and lead bank has already sanctioned the same and other lenders are in the process of obtaining necessary approvals. Further MMOPL has revised the Resolution Plan after incorporating the impact of Covid lockdown and lower ridership thereafter and submitted to Lenders for approval, which is under their active consideration. The Parent Company will endeavour to provide necessary support to enable MMOPL to operate as a going concern and accordingly, the financial statements of MMOPL have been prepared on a going concern basis.

b)   In case of GF Toll Road Private Limited (GFTR), it has been classified as a Non Performing Asset (NPA) by the consortium lenders. While there are some overdues relating to principal amount, GFTR has been regular in paying the monthly interest and has paid interest upto March 31, 2021. GFTR is under discussion with the consortium of lenders and has proposed a Resolution Plan (RP).The lenders have appointed an independent consultant to undertake Techno Economic Viability study of GFTR business. Further GFTR has filed arbitration claims and is confident of favourable outcome, which will further improve the financial position of GFTR. In view of the above, the management of GFTR continues to prepare the financial statements as a 'Going Concern'.

c)   In case of TK Toll Road Private Limited (TKTR) a wholly owned subsidiary of the Parent Company, the current liabilities have exceeded its current assets as at March 31, 2021. TKTR is undertaking number of steps which will result in improvement in cash flows and enable TKTR to meet its financial obligations. The revenues of TKTR have been sufficient to recover the operating costs and the EBITA (Earnings before Interest, Tax & Amortisation) has been positive since the commencement of the operations. Additionally, it enjoys long concession period extending upto FY 2038 and the current cash flow issues is on account of mismatch in the repayment schedule vis a vis the concession period.TKTR is also in advanced stages of discussion with its lenders for restructuring of its loans as per RBI Circular on Prudential Framework for resolution of Stressed Assets dated June 07, 2019 and is confident that the loan would be restructuring. Further it has filed arbitration claims worth Rs 1,117.00 Crore, and is confident of favourable outcome, which will further improve the financial position of TKTR. Notwithstanding the dependence on above said material uncertain events, TKTR continues to prepare the financial statements on a going concern basis.

d)   In case of TD Toll Road Private Limited ("TDTR") a wholly owned subsidiary of the Parent Company, the current liabilities have exceeded its current assets as at March 31, 2021. TDTR is undertaking a number of steps which will result in an improvement in cash flows and enable TDTR to meet its financial obligations. The revenues of TDTR have been sufficient to recover the operating costs and the EBITA (Earnings before Interest, Tax & Amortisation) has been positive since the commencement of the operations. Additionally, it enjoys long concession period extending upto FY 2038 and the current cash flow issues is on account of mismatch in the repayment schedule vis a vis the concession period.

One of the lenders has applied for the insolvency petition under the Insolvency and Bankruptcy Code, 2016 (IBC) against TDTR before the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, for non payment of the interest and the instalments payable under the Rupee Term Loan Agreement. The Hon'ble NCLT vide its order dated November 25, 2019 admitted the application and appointed the Interim Resolution Professional (IRP). The IRP took over the affairs of TDTR from December 05, 2019. Aggrieved by the order of the NCLT Mumbai Bench, TDTR moved an appeal before the Hon'ble National Company Law Appellate Tribunal (NCLAT) praying to set aside the impugned order and stay the proceedings. The said Appeal was dismissed on May 22, 2020. Civil Appeal to set aside the impugned order filed by one of the Directors of TDTR is pending in Supreme Court. Meanwhile Committee of Creditors was formed and the IRP was appointed as Resolution Professional. Further it has won arbitration claim worth Rs 158.45 Crore, which will further improve the financial position of the TDTR.  Notwithstanding the dependence on above said material uncertain events, TDTR continues to prepare the financial statements on a going concern basis.

e)   Notwithstanding the dependence on these materials uncertain events including achievement of debt resolution and restructuring of loans, time bound monetisation of assets as well as favourable and timely outcome of various claims, the Group is confident that such cash flows would enable it to service its debt, realise its assets and discharge its liabilities, including devolvement of any guarantees / support to certain entities including the subsidiaries and associates in the normal course of its business. During the quarter and year ended March 31, 2021, the Parent Company has paid Rs. 1,843.86 Crore and 2,275.19 Crore to the lenders through monetisation and receipt of claims thereby reducing total debt by more than 35% of outstanding standalone debts. Accordingly, the consolidated financial statements of the Group have been prepared on a going concern basis.

6.   The Reliance Group of companies of which the Parent Company is a part, supported an independent company in which the Parent Company holds less than 2% of equity shares ("EPC Company") to inter alia undertake contracts and assignments for the large number of varied projects in the fields of Power (Thermal, Hydro and Nuclear), Roads, Cement, Telecom, Metro Rail, etc. which were proposed and/or under development by the Reliance Group. To this end along with other companies of the Reliance Group the Parent Company funded EPC Company by way of project advances, subscription to debentures and inter corporate deposits. The total exposure of the Parent Company as on March 31, 2021 was Rs 6,491.38 Crore net of provision of Rs 3,972.17 Crore and the Parent Company has also provided corporate guarantees aggregating of Rs 1,775 Crore. The activities of EPC Company have been impacted by the reduced project activities of the companies of the Reliance Group. While the Parent Company is evaluating the nature of relationship; if any, with the independent EPC Company, based on the analysis carried out in earlier years, the EPC Company has not been treated as related party.

Given the huge opportunity in the EPC field particularly considering the Government of India's thrust on infrastructure sector coupled with increasing project and EPC activities of the Reliance Group, the EPC Company with its experience will be able to achieve substantial project activities in excess of its current levels, thus enabling the EPC Company to meet its obligations. Based on the available facts, the provision made will be adequate to deal with any contingency relating to recovery from the EPC Company..

The Parent Company has further provided corporate guarantees of Rs 4,895.87 Crore on behalf of certain companies towards their borrowings. As per the reasonable estimate of the management of the Parent Company, it does not expect any obligation against the above guarantee amount.

7.   KM Toll Road Private Limited (KMTR), a subsidiary of the Parent Company and part of road SPVs referred above, has terminated the Concession Agreement with National Highways Authority of India (NHAI) for Kandla Mundra Road Project (Project) on May 7, 2019, on account of Material Breach and Event of Default under the provisions of the Concession Agreement by NHAI. The operations of the Project have been taken over by NHAI and NHAI has given a contract to a third party for toll collection with effect from April 16, 2019. In terms of the provisions of the Concession Agreement, NHAI is liable to pay KMTR a termination payment estimated at Rs 1,205.47 Crore as the termination has arisen owing to NHAI Event of Default. KMTR has also raised further claims of Rs 1,092.74 Crore. KMTR has invoked dispute resolution process under clause 44 of the Concession Agreement. Subsequently, vide letter dated August 21, 2020, NHAI advised its Programme Director for release of termination payment to KMTR and accordingly Rs 181.21 Crore was released during the year towards termination payment which has been utilised for debt servicing.

As a part of the dispute resolution, KMTR has invoked arbitration and is confident of a fair outcome. Pending final outcome of the dispute resolution process and as legally advised, the claims for the Termination Payment are considered fully enforceable. Notwithstanding the dependence on above said material uncertain events, KMTR continues to prepare the financial statements on a going concern basis. The Group is confident of recovering its entire investment in KMTR, and hence, no provision for impairment is considered in the financial statements. The assets and liabilities of KMTR are classified as Non Current Assets held for sale as per Ind AS 105 "Non-Current Assets held for sale and discontinued operations". Since the Group continues to operate in Infrastructure segment which includes businesses with respect to development, operation and maintenance of toll roads, metro rail transit systems and airports, KMTR is not classified as Discontinued Operations as per Ind AS 105 "Non Current Assets held for sale and discontinued operations". Accordingly the previous period/year figures are reclassified in statement of profit and loss.

8.   The listed non convertible debentures (NCDs) of Rs 1,087.70 Crore as on March 31, 2021 are secured by way of first pari passu charge on certain fixed assets and investments. There are certain shortfalls in the security cover. Further, in respect of NCDs, CARE Ratings has given "CARE D issuers not cooperating" rating while India Ratings and Research Private Limited has given "IND D" rating.

The outstanding NCD Series 18 (ISIN no- INE036A07294) and NCD Series 20E (ISIN No- INE036A07534) were due for repayment of principal with interest thereon as at March 31, 2021. Principal and interest on NCD Series 29 (ISIN No INE036A07567) was due on March 31, 2021 and February 28, 2021 respectively which has not been paid. The Next due date is September 30, 2021 and May 30, 2021 for principal and interest respectively.

9.   The Parent Company has net recoverable amounts aggregating to Rs 2,380.78 Crore from Reliance Power (RPower) Group as at March 31, 2021. Management has recently performed an impairment assessment of these recoverable by considering interalia the valuations of the underlying subsidiaries of RPower which are based on their value in use (considering discounted cash flows) and valuations of other assets of RPower/its subsidiaries based on their fair values, which have been determined by external valuation experts . The determination of the value in use / fair value involves significant management judgement and estimates on the various assumptions including relating to growth rates, discount rates, terminal value, time that may be required to identify buyers, negotiation discounts etc Accordingly, based on the assessment, impairment of said recoverable is not considered necessary by the management.

10.  Exceptional Items for the year represent gain of Rs 502.49 Crore (Rs. 56.77 Crore for the quarter) on sale of entire investment of Parent Company in its subsidiaries DA Toll Road Private Limited and Parbati Koldam Transmission Company Limited, gain of Rs. 551.26 Crore (Rs. 551.26 Crore for the quarter) on sale of Property Plant and Equipments and investment property and charge off Rs 1,009.51 Crore (Rs. 577.17 Crore for the quarter) on receivables, gain of Rs. 82.10 Crore (Nil for the quarter) arising from fair valuation of Inter Corporate Loan pursuant to modification of terms. 

11.  Delhi Electricity Regulatory Commission (DERC) has issued Tariff Orders for truing up revenue gap upto March 31, 2019 vide its various Tariff orders from September 29, 2015 to August 28, 2020 with certain dis-allowances, for two subsidiaries of the Parent Company, namely, BSES Rajdhani Power Limited (BRPL) and BSES Yamuna Power Limited (BYPL) (Delhi Discoms). Delhi Discoms have filed appeals against these orders before Hon'ble Appellate Tribunal for Electricity (APTEL).Based on legal opinion the impacts of such disallowances, which are subject matter of appeal, have not been considered in the computation of regulatory assets for the respective years. This matter has been referred to by the auditors in their report as an emphasis of matter.

12.  NTPC Limited served notice on Delhi Discoms for regulation (suspension) of power supply on February 01, 2014 due to delay in payments. The Delhi Discoms filed a writ petition against the notice before the Hon'ble Supreme Court (SC) and prayed for suitable direction from Hon'ble SC to DERC for providing cost reflective tariff and giving a roadmap for liquidation of the accumulated Regulatory Assets. The Hon'ble SC in its interim order directed the Delhi Discoms to pay the current dues (w.e.f. January 01, 2014). The Delhi Discoms sought modification of the said order so as to allow them to pay 70% of the current dues which was allowed by Hon'ble SC in respect of Delhi Power Utilities only on May 12, 2016. In the hearing held on May 02, 2018, the Hon'ble Judge did not pronounce the judgement. Since then, both the Judges have retired. The matter shall be re-heard before another Bench. However, on April 11, 2019 new interim application have been filed by Delhi Power Utilities in pending contempt petitions of 2015 alleging non compliance of Supreme Court order regarding payment of current dues. On November 28, 2019, Counsel for Delhi Power Utilities requested for early hearing of the Contempt petitions. These matters along with Writ Petitions were listed on January 07, 2020 before Hon'ble Court. The Hon'ble Court on the request of Delhi Discoms directed that, all connected matters be tagged with Writ and Contempt Petitions. An application for early hearing of tariff appeals of 2010 was filed by BSES Discoms and the same got listed along with Writ on July 17, 2020. The Hon'ble Court directed the listing of appeal alongwith connected matters in the month of December 2020. As the matters did not get listed till February 2021,another application has been filed for early hearing in March 2021. The matter was mentioned before the Hon'ble Supreme Court on April 19, 2021 and the court has directed for listing of application in July 2021.This matter has been referred to by the auditors in their report as an emphasis of matter.

13.  Pursuant to the direction of the Department of Power (GoNCTD) on January 07, 2014, the Comptroller and Auditor General of India (CAG) conducted audit of Delhi Discoms and submitted the draft audit report. The Delhi Discoms challenged the direction of GoNCTD before the Hon'ble High Court of Delhi (HC). The Hon'ble HC in its order dated October 30, 2015 set aside the directions of GoNCTD and concluded with "direction to set aside all actions taken pursuant to the January 07, 2014 order and all acts undertaken in pursuance thereof are in-fructuous". The aggrieved parties have filed an appeal against the Hon'ble HC judgement before the Hon'ble Supreme Court (SC) which was last heard on March 9, 2017. The Court has reserved its order on the issue whether it would like to hear the matter or transfer it to the constitutional bench where matter between GoNCTD powers vis-a-vis Lieutenant Governor (LG) powers was then pending. On July 03, 2017 the Bench opined that the instant appeals need not be referred to the Constitution Bench and adjudication of the appeals should not await the outcome of the decision of the Constitution Bench. In terms of the signed order, appeals were directed to be listed for hearing on merits. Next date of hearing is not yet fixed. This matter has been referred to by the auditors in their report as an emphasis of matter.

14.  Other income includes gain of Rs 28.89 Crore and Rs 106.18 Crore for the quarter and year ended March 31, 2021 respectively relating to fair valuation/invocation of Investment in shares of Reliance Power Limited (RPower).The Corresponding impact during the quarter and previous year ended March 31, 2020 of Rs 2,105.84 Crore and Rs 5,312.02 Crore respectively was adjusted against Capital reserve/Capital reserve on consolidation. Figures for the current quarter and year ended March 31, 2021 are not comparable with previous year to that extent.

15.  Reliance Naval and Engineering Limited (RNEL), which was associate of the Parent Company till April 24, 2020, was admitted for Corporate Insolvency Resolution Process in January 2020 and the financial results for the period ended April 24, 2020 are not available. However, since the entire investment in RNEL has been written off in earlier years, there is no impact of RNEL's financial results on Group's financial results during the quarter and year ended March 31, 2021.

16.  The Group operates in three segments, namely, Power, Engineering and Construction (E&C) and Infrastructure. Power segment comprises of generation, transmission and distribution of power at various locations. E&C segment renders comprehensive, value added services in construction, erection and commissioning and Infrastructure includes businesses with respect to development, operation and maintenance of toll roads, metro rail transit systems and airports. 

17.  The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020. The Group will assess the impact once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective.

18.  Key standalone financial information is given below.

                                                                                                                                                (Rs Crore)

19.  The figures for the quarter ended March 31, 2021 and March 31, 2020 are the balancing figures between the audited figures in respect of full financial year and published year to date figures up the third quarter of respective financial year. The figures for the previous periods and for the year ended March 31, 2020 have been regrouped and rearranged to make them comparable with those of current year.
 

20.  After review by the Audit Committee, the Board of Directors of the Parent Company has approved the consolidated audited financial results at their meeting held on May 28, 2021.

21. 

                                                                            For and on behalf of the Board of Directors

Place: Mumbai                                                                         Punit Garg

Date:    May 28, 2021                                     Executive Director and Chief Executive Office
 

Auditor's Report on the consolidated financial results of Reliance Infrastructure Limited for the quarter and year ended March 31, 2021 pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Independent Auditor's Report

To the Board of Directors of Reliance Infrastructure Limited ("the Holding Company")

Report on the Audit of Consolidated Financial Results

Disclaimer of Opinion

We were engaged to audit the accompanying consolidated financial results of Reliance Infrastructure Limited (hereinafter referred to as the 'the Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), its associates and jointly controlled entities for the quarter and year ended March 31, 2021, ("consolidated financial results") attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

Because of the substantive nature and significance of the matter described in the "Basis for Disclaimer of Opinion", we have not been able to obtain sufficient appropriate audit evidence to provide the basis of our opinion as to whether these consolidated financial results:

(i)    Include the results of the entities listed in Annexure 1;

(ii)   are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

(iii)  give a true and fair view in conformity with the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of net loss and other comprehensive loss and other financial information of the Group for the quarter and year ended March 31, 2021.

Basis for Disclaimer of Opinion

1.    We refer to Note 6 to the consolidated financial results regarding the Holding Company has exposure in an EPC Company as on March 31, 2021 aggregating to Rs. 6,491.38Crore (net of provision of Rs. 3,972.17Croreand amount written off during the year of Rs.1,009.51 Crore). Further, the Company has also provided corporate guarantees aggregating to Rs. 1,775Crore on behalf of the aforesaid EPC Company towards borrowings of the EPC Company.

According to the Management of the Holding Company, these amounts have been funded mainly for general corporate purposes and towards funding of working capital requirements of the party which has been engaged in providing Engineering, Procurement and Construction (EPC) services primarily to the Holding Company and its subsidiaries and its associates and the EPC Company will be able to meet its obligation.

As referred to in the above note, the Holding Company has further provided Corporate Guarantees of Rs. 4,895.87Crore in favour of certain companies towards their borrowings.According to the Management of the Company these amounts have been given for general corporate purposes.

We were unable to evaluate about the relationship, the recoverability and possible obligation towards the Corporate Guarantee given. Accordingly, we are unable to determine the consequential implications arising therefrom in the consolidated financial results.

2.    We refer to Note 14 of the consolidated financial results wherein the loss on invocation of shares and/or fair valuation of shares of investments held in Reliance Power Limited (RPower) aggregating to Rs. 2,105.84 Crore and Rs. 5,312.02 Crore for the quarter and year ended March 31, 2020 was adjusted against the capital reserve/ capital reseve on consolidation as against charging the same in the Statement of Profit and Loss. The said treatment of loss on invocation and fair valuation of investments was not in accordance with the Ind AS 28 "Investment in Associates and Joint Venture", Ind AS 1 "Presentation of Financial Statements" and Ind AS 109 "Financial Instruments". Had the Company followed the above Ind AS's the profit before tax for the quarter and year ended March 31, 2020 would have been lower by Rs.2105.84Crore and Rs.5,312.02Crore respectively and Net Worth of the Company as at March 31, 2020 and March 31, 2021 would have been lower by Rs. 5,312.02Crore.

As a result of the matters described in paragraph 1 and 2 above, we were not able to obtain sufficient appropriate evidence to provide a basis of our Opinion on the consolidated financial results.

Material Uncertainty Related to Going Concern

We draw attention to Note 4, 5and 7to the consolidated financial results in respect of:

1.    Mumbai Metro One Private Limited (MMOPL) whose net worth has been eroded and, as at the year end, MMOPL's current liabilities exceeded its current assets. These events or conditions, along with other matters as set forth in Note 5(a) to the consolidated financial results, indicate that a material uncertainty exists that may cast significant doubt on MMOPL's ability to continue as a going concern. However, the financial statements of MMOPL have been prepared on a going concern basis for the reasons stated in the said Note.

2.    GF Toll Road Private Limited (GFTR) due to the inability of GFTR to repay the overdue amount of instalments, the lenders have classified GFTR as a Non-Performing Asset (NPA). The events and conditions along with the other matters as set forth in Note 5(b) to the consolidated financial results, indicate that a material uncertainty exists that may cast significant doubt on GFTR ability to continue as a going concern. However, the financial statements of GFTR have been prepared on a going concern basis for the reasons stated in the said Note.

3.    TK Toll Road Private Limited (TKTR), which indicates that TKTR has incurred a net loss during theyear ended March 31, 2021and as on date the current liabilities exceed the current assets. These conditions along with other matters set forth in Note 5(c) to the consolidated financial results, indicate that a material uncertainty exists that may cast significant doubt on TKTR's ability to continue as a going concern. However, the financial statements of TKTR have been prepared on a going concern basis for the reasons stated in the said Note.

4.    TD Toll Road Private Limited (TDTR), which indicates that TDTR has incurred a net loss during the year ended March 31, 2021 and as on date the current liabilities exceed the current assets. These conditions along with other matters set forth in Note 5(d) to the consolidated financial results, indicate that a material uncertainty exists that may cast significant doubt on TDTR's ability to continue as a going concern. However, the financial statements of TDTR have been prepared on a going concern basis for the reasons stated in the said Note.

5.   KM Toll Road Private Limited (KMTR), has terminated the Concession Agreement with National Highways Authority of India (NHAI) for KandlaMundra Road Project (Project) on May 7, 2019, and accordingly the business operations of the Company post termination date has ceased to continue. These conditions alongwith the other matters set forth in Note 7 indicate that material uncertainty exists that may cast significant doubt on KMTR's ability to continue as a going concern. However, the financial statements of KMTR have been prepared on a going concern basis for the reasons stated in the said Note.

6.   Delhi Airport Metro Express Private Limited (DAMEPL) which has significant accumulated losses and a special leave petition in relation to an Arbitration Award is pending with the Honorable Supreme Court of India. These events and conditions as more fully described in Note 4to the consolidated financial results indicate that a material uncertainty exists that may cast a significant doubt on DAMEPL's ability to continue as a going concern. The auditors of DAMEPL have referred this matter in the 'Emphasis of Matters' paragraph in their report.

7.    Additionally the auditors of certain subsidiaries and associates have highlighted material uncertainties related to going concern / emphasis of matter paragraph in their respective audit reports.

The Holding Company has outstanding obligations to lenders and is also an guarantor for its subsidiaries and as stated in paragraphs 1 to 7 above in respect of the subsidiaries and associates of the Holding Company, the consequential impact of these events or conditions, along with other matters as set forth in Note 5(e)to the consolidated financial results, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern.

Our opinion is not modified in respect of the above matters.

Emphasis of Matter Paragraph

1.    We draw attention to Note 3 to the consolidated financial results regarding the Scheme of Amalgamation ('the Scheme') between Reliance Infraprojects Limited (wholly owned subsidiary of the Holding Company) and the Holding Company sanctioned by the Hon'ble High Court of Judicature at Bombay vide its order dated March 30, 2011, wherein the Holding Company, as determined by the Board of Directors, is permitted to adjust foreign exchange/derivative/hedging losses/gains debited/credited to the Statement of Profit and Loss by a corresponding withdrawal from or credit to General Reserve which overrides the relevant provisions of Ind AS - 1 "Presentation of financial statements". The net foreign exchange gain/(loss) of Rs. 12.09Crore and Rs. (51.75)Crore for the quarter and year ended March 31, 2021 respectively has been credited/debited to Statement of Profit and Loss and an equivalent amount has been transferred to/ withdrawal from General Reserve in terms of the Scheme. Had such transfer/withdrawal not been made, loss before tax for the quarter and year ended March 31, 2021 would have been lower/ higher by of Rs. 12.09Crore and Rs. (51.75)Crore respectively and General Reserve would have been lower/higher by an equivalent amount.

2.    We draw attention to Note 9to the consolidated financial results which describes the impairment assessment performed by the Holding Company in respect of its receivable aggregating to Rs. 2,380.78CrorefromReliance Power Limited and its subsidiaries ("RPower Group") as at March 31, 2021 in accordance with Ind AS 36 "Impairment of assets" / Ind AS 109 "Financial Instruments". This assessment involves significant management judgment and estimates on the valuation methodology and various assumptions used in determination of value in use/fair value by independent valuation experts / management as more fully described in the aforesaid note. Based on management's assessment and independent valuation reports, no impairment is considered necessary on the investment and the recoverable amounts.

3.    We draw attention to Note 7 to the consolidated financial results with respect to KMTR has terminated the concession agreement with NHAI on May 7, 2019 and accordingly, the business operations of the Company post termination date has ceased to continue. No provision for impairment in values of assets of the Company has been considered in the financial statements of KMTR for the reasons stated in the said note.

4.    We draw attention to Note 11to the consolidated financial results with regard to Delhi Electricity Regulatory Commission (DERC)has issued Tariff Order for truing up revenue gap March 31, 2019 vide its various Tariff orders from September 29, 2015 to August 28, 2020with certain dis-allowances, for two subsidiaries of the Parent Company, namely, BSES Rajdhani Power Limited (BRPL) and BSES Yamuna Power Limited (BYPL) (Delhi Descom). Delhi Discoms have filed appeals against these orders before Hon'ble Appellate Tribunal for Electricity (APTEL) against such disallowances.Based on the legal opinion taken by the Delhi Descom, the disallowanceswhich are subject matter of appeal,has not been accepted by the Delhi Discom and Delhi Descom has, in accordance withInd AS 114 (and it's predecessor AS) treated such amount as it oughted to be treated in terms of the accepted regulatory framework in the carrying value of Regulatory Deferral Account balance as at 31^st March, 2021.The opinion of BRPL and BYPL's auditors is not modified in respect of this matter

5.    We draw attention to Note 12to the consolidated financial results regarding outstanding balancespayable to various electricity generating companies and timely recovery of accumulated regulatory deferral account balance by Delhi Descom in respect of which the dispute is pending before Hon'ble Supreme Court. The opinion of BRPL and BYPL's auditors is not modified in respect of this matter.

6.    We draw attention to Note 13to the consolidated financial results relating to the audit of Delhi Descom conducted by the Comptroller and Auditor General of India (CAG).The said matter is pending before the Honorable Supreme Court. The opinion of BRPL and BYPL's auditors is not modified in respect of this matter.

7.    We draw attention to Note no. 2 to the consolidated financial results, as regards to the management evaluation of COVID - 19 impact on the future performance of the Group.Our opinion is not modified in respect of the above matters.

Board of Directors' Responsibilities for the Consolidated Financial Results

The consolidated financial results, which is the responsibility of the Holding Company's Management and approved by the Board of Directors of the Holding Company, has been prepared on the basis of the consolidated financial statements. The Holding Company's Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information of the Group including its associates and jointly controlled entities in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Group and its associates and jointly controlled entities and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial results by the Directors of the Holding Company, as aforesaid.

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

The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for overseeing the financial reporting process of the Group and of its associates and jointly controlled entities.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our responsibility is to conduct an audit of theGroup'sconsolidated financial results in accordance with Standards on Auditing and to issue an auditor's report. However, because of the matter described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these consolidated financial statements.

We are independent of the Group in accordance with the Code of Ethics and provisions of the Act that are relevant to our audit of the consolidated financial statements in India under the Act, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics and the requirements under the Act.

Other Matters

1.    The consolidated financial results include the audited financial results of 48subsidiaries, whose financial statements/financial information reflect total assets of Rs.41,071.52Crore as at March 31, 2021, total revenue of Rs. 3,810.67Croreand Rs. 17,090.38Crore, net profit after tax of Rs. 16.32Croreand Rs. 587.44Crore and total comprehensive income of Rs. 18.53Crore and Rs. 591.18Crorefor the quarter and year ended March 31, 2021respectively and cash flows inflow  of Rs. 316.79Crore for the year ended March 31, 2021, as considered in the consolidated financial results. The consolidated financial results also includes the Group's share of net profit  after tax of Rs. 2.99 and Rs. 9.89and total comprehensive income of Rs. 1.31and Rs. 8.77crorefor the quarter and year ended March 31, 2021 respectively as considered in the consolidated financial results in respect of 6associates and 1 Joint Ventures, which have been audited by their respective independent auditors. The independent auditors' reports on financial statements/financial information of these entities have been furnished to us and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.

2.    The consolidated financial results include the unaudited financial results of 2subsidiaries, whose financial statements/financial information reflect total assets of Rs.220.67Croreas at March 31, 2021, total revenue of Rs. 29.68Croreand Rs. 45.76Crore,net profit/ (loss) after tax of Rs. 14.60Croreand Rs. (0.08)Crore and total comprehensive income/(loss) of Rs. 14.60Crore and Rs. (0.08)Crorefor the quarter and year ended March 31, 2021 respectively and cash flows (outflow) of Rs. (27.51)Crore for the year ended March 31, 2021, as considered in the consolidated financial results. These unaudited financial statements / financial information have been furnished to us by the Board of Directors and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and jointly controlled entities is based solely on such unaudited financial statements/financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, these financial statements/financial information are not material to the Group.

3.    We draw attention to Note 15to the statement regarding Reliance Naval and Engineering Limited (RNEL) associate of the Parent Company upto April 24, 2020. There is no impact on the Group financial results for the quarter and year ended March 31, 2021 for the reason stated therein.

Our opinion on the consolidated financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial results/financial information certified by the Board of Directors.

The consolidated financial results include the results for the quarter ended March 31, 2021being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the currentfinancial year which were subject to limited review by us.

The comparative audited consolidated financial results of the Group for the quarter and year ended March 31, 2020 included in this Statement had been audited by Pathak H.D. & Associates LLP, Chartered Accountants, whose reports dated May 8, 2020 expressed a Disclaimer of Opinion on those audited consolidated financial results for the quarter and year ended March 31, 2020.

Annexure 1

Reliance Infrastructure Limited

The consolidated financial results include the results of the following entities:

A.   Subsidiaries (Including step-down subsidiaries)

B.    Associates

C.   Joint Venture