IL&FS Engineering & Construction Co Ltd

The Members

IL&FS Engineering and Construction Company Limited (IECCL)

Your Directors take pleasure in presenting the 35th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March31, 2024

I. FINANCIAL RESULTS :

( in Crores)

II. OPERATIONAL HIGHLIGHTS :

During the year ended March 31, 2024, your Company achieved a turnover of Rs.332.62 Crore on a standalone basis as against Rs.215.65 Crore in the previous year ended March 31, 2023. The net loss for the year amounted to (Rs.77.19 Crore) as against (Rs.124 Crore) in the previous corresponding year.

The turnover is attributable to revenues generated from existing projects. The Company continues defaulting on existing loans to lenders including borrowing from promoters and follows the terms of the moratorium of Hon'ble NCLT, Mumbai.

III. DIVIDEND :

Due to loss, coupled with a tough situation arising out of present state of affairs, no dividend is recommended.

IV. RESERVES :

No amount is transferred to Reserves for financial year ended March 31, 2024.

V. THE STATE OF AFFAIRS OF THE COMPANY :

During the year under review, the Company is progressively executing projects works for Birpur Road Project, Bangalore Metro Rail & Surat Metro Rail Project in the states of Bihar, Karnataka and Gujarat respectively.

The Company has executed orders worth Rs. 258.54 crore (approx.) during the year and had closing order book value of for Rs 422 Crore.

Your Company is part of the Infrastructure Leasing and Financial Services Limited ("IL&FS") group. The Board of Directors of IL&FS has been reconstituted pursuant to the orders passed by the National Company Law Tribunal, Mumbai Bench ("NCLT") in Company Petition No. 3638 of 2018 filed by the Union of India, acting through the Ministry of Corporate Affairs under Sections 241 and 242 of the Companies Act, 2013, as amended ("Companies Act") on the grounds of mismanagement of public funds by the erstwhile board of Infrastructure Leasing & Financial Services Limited (IL&FS) and the affairs of IL&FS being conducted in a manner prejudicial to the public interest. The resolution process of the Company, with approval of all concerned stakeholders of the Company, initiated by IL&FS is in process.

VI. SHARE CAPITAL :

During the year under review, there was no change in the share capital of the Company.

Shares held by Directors :

None of the Directors of the Company holds any Shares or convertible instruments of the Company.

VII. DEPOSITS :

During the year under review, your Company has not accepted any deposit from public under Chapter V of the Companies Act, 2013.

VIII. DIRECTORS :

The Non-Executive Directors hold the entire composition of the Board of Directors of the Company. Three Directors stand nominated by Infrastructure Leasing & Financial Services Limited, the Promoter, and three Directors are Independent Directors.

The requirement of maintaining six-member composition as per corporate governance criterion stands complied with.

During Financial Year 2023-24, Mr. Dilip Lalchand Bhatia, resigned and Mr. Danny Samuel was appointed as Director in Non-executive capacity. Further, Ms. Preeti Grover was appointed as Non-Executive Woman Independent Director of the Company.

The Independent Directors have fulfilled the criteria of Independence. The approval of shareholders was obtained in support of the said appointments through postal ballot on Dec 28, 2023.

No relative(s) of Directors have/has been appointed to the office or place of profit in the Company during the year. The Board of Directors as on March 31, 2024, comprise the following six directors.

None of the Directors of the Company are inter-se related to each other.

Non-Executive Directors

The Non-Executive Directors are paid sitting fee & reimbursement of expenses, if any for attending the meetings of Board and various Committees. Except as mentioned above, no other payments were made by the Company to Directors and the Company does not have any pecuniary relationship or transactions with any of the members of Board.

Further the Independent Directors have provided requisite declarations as per Sub-section 6 of Section 149 of The Companies Act, 2013. In the opinion of the Board of Directors, The Woman Director appointed during the FY 23-24, possess integrity, expertise (including proficiency) to hold the Directorship in the Company.

IX. MANAGERIAL REMUNERATION POLICY :

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of Listing Regulations, the Board of Directors of the Company had framed Managerial Remuneration Policy which includes the criteria for determining qualifications, positive attributes, independence of directors and other matters as specified under Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of Listing Regulations. The policy is available on the website of the Company at http://www.ilfsengg.com/html/policies.php

X. KEY MANAGERIAL PERSONNEL :

Mr. Kazim Raza Khan, Chief Executive Officer, Mr. Naveen Kumar Agrawal, Chief Financial Officer and Mr. Rajib Kumar Routray, Company Secretary continue to be the Key Managerial Personnel of the Company in FY' 24.

XI. DIRECTORS RESPONSIBILITY STATEMENT :

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors wish to state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis, however IL&FS and its group companies are currently undergoing resolution process under the aegis of the NCLAT and NCLT which may impact the going concern status of the Company;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

XII. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Board of Directors :

The Board of Directors of the Company met 5 (Five) times including through video conferencing/Other Audio-VisualMeans on May 25, 2023, August 11, 2023, Sept 30, 2023, November 09, 2023 and February 12, 2024. All other details are mentioned in the Corporate Governance Report Section of this Report.

(b) Audit Committee :

The Audit Committee of the Board of Directors of the Company comprises three Members with majority Independent Directors. During the year under review, there was a change in the composition of the Committee. by virtue of cessation of directorship of Mr. Dilip Lalchand Bhatia due to resignation. Mr. Nand Kishore, Non-Executive Chairman was inducted as a Member of the Committee The details including dates of meetings, attendance and other details of the meetings of Audit Committee are mentioned in the Corporate Governance Report section of this Report. During the year under review, all the recommendations/submissions of the Audit Committee were accepted by the Board of Directors. Further, the members of the Committee are competent to read and understand the Financial Statements.

(c) Stakeholders Relationship Committee :

The Stakeholders Relationship Committee of the Board comprises three member-directors. The Committee was reconstituted on 30th September 2023 by virtue of cessation of directorship of Mr. Dilip Lalchand Bhatia due to resignation.

Ms. Preeti Grover, Independent Director was inducted into the Committee. The details of composition, attendance and other details are given in Corporate Governance Section of this Report.

(d) Corporate Social Responsibility Committee :

As reported in previous Annual Reports, the Company's Corporate Social Responsibility (CSR) Committee, formed on March 18, 2014, was last re-constituted on January 15, 2021. Due to cessation of directorship of Mr. Dilip Lalchand Bhatia due to resignation, the CSR Committee was reconstituted in FY 2023-24. The details of composition of CSR Committee are given in Corporate Governance Report. The policy on CSR is available on the website of the Company at http://www. ilfsengg.com/html/policies/CSR_Policy.pdf.

As per Section 135(5) of the Companies Act, 2013, every Company is required to spend two percent of the average net profits calculated based on preceding three financial years. Since, your company doesn't have profits due to consecutive losses in the preceding three financial years viz. 2020-21, 2021-22 & 2022-23, CSR is not applicable for the year 2023-24 and thus, meetings of Committee have not been convened.

(e) Nomination and Remuneration Committee :

No change in the composition of Nomination and Remuneration Committee (NRC) in the FY' 24. Stakeholders are requested to refer Corporate Governance Section of the Report for other details relating to NRC.

XIV. RISK MANAGEMENT :

The Board of Directors have formulated a Risk Management Policy consisting of various elements of risk and mitigation measures. The Board of Directors of the Company is responsible for overseeing the implementation of the Policy. In the opinion of the Board, the policy on Risk Management addresses the risks associated with the business including identification of elements of risk which may threaten the existence of the Company. The Board of Directors/Audit Committee reviews the risk assessment and mitigation procedures across the entity from time to time. The critical enterprise level risks of the Company and the mitigation measures being taken are provided in the Management Discussion and Analysis Report.

XV. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES :

As per Section 129 (3) of the Companies Act, 2013 and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements of the Company forms part of this Report. The copies of Audited Financial Statements of the Subsidiaries except Maytas Infra Saudi Arabia Company (MISA), a foreign Joint Venture Subsidiary are available on the website of the Company at www.ilfsengg.com. MISA has ceased to carry out its operations including preparation of financial statements and this has led to non-receipt of audited financial statements by your Company.

SUBSIDIARY ENTITIES :

Following are the Subsidiaries of your Company:

I. Angeerasa Greenfields Private Limited

II. Ekadanta Greenfields Private Limited

III. Saptaswara Agro-farms Private Limited

IV. Maytas Infra Assets Limited

V. Maytas Metro Limited

VI. Maytas Vasishta Varadhi Limited; and

VII. Maytas Infra Saudi Arabia Company (Foreign Subsidiary)

Investing party in respect of which the reporting enterprise is an associate

SBG Projects Investments Limited

Joint Ventures (Association of Persons) :

1. NCC Maytas (JV)

2. NEC NCC Maytas (JV)

3. Maytas NCC (JV)

4. NCC Maytas (JV) (Singapore Class Township)

5. Maytas CTR (JV)

6. NCC Maytas ZVS (JV)

7. ITNL - IECCL JV

The Company has the following joint ventures, which are in the nature of joint operations:

1. Maytas KBL (JV)

2. Maytas KCCPL Flow more (JV)

3. Maytas MEIL KBL (JV)

4. Maytas MEIL ABB AAG (JV)

5. MEIL Maytas ABB AAG (JV)

6. MEIL Maytas KBL (JV)

7. MEIL Maytas WIPL (JV)

8. MEIL Maytas AAG (JV)

9. MEIL SEW Maytas BHEL (JV)

10. L&T KBL Maytas (JV)

11. Maytas Rithwik (JV)

12. Maytas Sushee (JV)

13. Maytas Gayatri (JV)

14. IL&FS Engg Kalindee (JV)

15. AMR-Maytas-KBL-WEG (JV)

16. ITDC-Maytas (JV)

17. IL&FS Engg.-GPT (JV)

Further, none of the entities have been associated / disassociated as Joint Ventures of your Company during the year under review.

The performance and financial position of the Subsidiaries, Joint Venture and Associate Companies are enclosed as Annexure 1 to this Report as per AOC-1

Note: Changes in the status of Hill County Properties Limited (HCPL) as associate is made based on the changes to group structure by the Infrastructure Leasing & Financial Services Limited, HCPL is considered as subsidiary of Infrastructure Leasing & Financial Services Limited and was accordingly classified as fellow subsidiary of IECCL in the year 2020 and the same status is continuing in the current year.

Note: Changes in the status of IL&FS Financial Services Ltd (IFIN) is made based on changes to the group structure by the Infrastructure Leasing and Financial Services Limited, pursuant to Rule 8(5) of the Companies (Accounts) Rules 2014 and as per published financial statements of IL&FS Financial Services Ltd, IFIN is considered as subsidiary of Infrastructure Leasing & Financial Services Limited and was accordingly classified as fellow subsidiary of IECCL in the year 2020 and the same status is continuing in the current year.

XVI. HOLDING COMPANY :

Your Company continues to remain the subsidiary of M/s. Infrastructure Leasing & Financial Services Ltd in terms of the provisions of Section 2 (87) (i) of the Companies Act, 2013 by virtue of Holding Company's control over the composition of Board of Directors of the Company.

(a) Statutory Auditors :

M Bhaskara Rao & Co., Chartered Accountants, (Firm Registration Number 000459S) Statutory Auditor has carried out statutory audit of the financial statements of the Company for the for the financial year 2023-24. Your Board has approved the audited standalone and consolidated financial statements for the Financial Year ended 31st March 2024. The Board has also noted the modified opinion in the Auditor's Report on the Consolidated Financial Statements for the Year ended March 31, 2024:

Standalone Financial Statements :

(1) Material uncertainty related to going Concern: Attention is invited to Note 30 regarding continued losses, erosion of net worth as at the year end, and significant reduction in the Company's income from operations and other matters detailed in the said paragraph. These events and conditions indicate a material uncertainty which cast a significant doubt on the Company's ability to continue as a going concern, and therefore it may not be able to realise its assets and discharge its liabilities including potential liabilities in the normal course of business. The ability of the Company to continue as a going concern is solely dependent on the finalisation and approval of the resolution process, which is not wholly within the control of the Company.

The Management of the Company has prepared these standalone financial statements on a going concern basis considering status of resolution process and steps taken by the Reconstituted Board. Our opinion is not modified in respect of this matter.

(2) Note 31 (v) regarding ongoing investigations by Serious Fraud Investigation Office of Ministry of Company Affairs (SFIO), Enforcement Directorate (ED) and other regulators / agencies against Infrastructure Leasing & Financial Services Limited (‘IL&FS') and some of its subsidiaries (including the Company). The Standalone Financial Statements of the Company for the year ended on March 31, 2024, do not include adjustments, if any, that may arise on account of the ongoing investigations by the investigating and other agencies and Regulatory Authorities.

(3) Note 51 regarding non-receipt of confirmation of balances as of March 31, 2024, from some lenders, customers and vendors. In the absence of confirmations, the adjustments, if any, on account of unsettled transactions, to the carrying values of assets and liabilities cannot be ascertained.

(4) Note 52 relating to non-recognition of interest expense on borrowings availed by the Company, pursuant to the Interim Order and the Judgement passed by NCLAT specifying October 15, 2018, as cut-off date for initiation of resolution process, of Rs.445.82 Crores (excluding penal/other interest and charges) for the year ended March 31, 2024. Aggregate amount of interest expense not so recognized as at March 31, 2024 is Rs.2168.03 Crores approximately

Consolidated Financial Statements :

(1) Basis for Qualified Opinion "We draw attention to note 3(a)(vii) and 32(b)(i) to the Consolidated Financial Statements regarding non-consolidation of financial statements and other financial information of an overseas subsidiary "Maytas Infra Saudi Arabia Company" for the reasons stated in said notes. We are unable to comment on impact on the Consolidated Financial Statements for the year, carrying values of assets / liabilities and retained earnings of the Group, had the subsidiary's Financial Statements and other financial information been consolidated. (2) Material uncertainty related to going Concern: Attention is invited to Note 30 regarding continued losses, erosion of net worth as at the year end and significant reduction in the Holding Company's income from operations and other matters detailed in the said paragraph. Further, all subsidiaries have not commenced their operations for a substantial period and their respective financial statements have been prepared not as a going concern. These events and conditions indicate a material uncertainty which cast a significant doubt on the Group's ability to continue as a going concern, and therefore it may not be able to realise its assets and discharge its liabilities including potential liabilities in the normal course of business. The ability of the Holding Company to continue as a going concern is solely dependent on the finalisation and approval of the resolution process, which is not wholly within the control of the Group. The Management of the Group has prepared these Consolidated Financial Statements on a going concern basis considering status of resolution process and steps taken by the Reconstituted Board. Our opinion is not modified in respect of this matter.

(3) Note 31 (v) regarding ongoing investigations by Serious Fraud Investigation Office of Ministry of Company Affairs (SFIO), Enforcement Directorate (ED) and other regulators / agencies against Infrastructure Leasing & Financial Services Limited (‘IL&FS')) and some of its subsidiaries (including the Company). The Consolidated Financial Statements of the Holding Company for the year ended on March 31, 2024, do not include adjustments, if any, that may arise on account of the ongoing investigations by the investigating and other agencies and Regulatory Authorities.

(4) As referred under Clause 3 of Auditors Report on Standalone Financial Statements. (5) As referred under Clause 4 of Auditors Report on Standalone Financial Statements.

Explanation to the Qualifications

Your Board has noted the modified opinion on consolidated financial statements including other observations reported by the Statutory Auditors in FY' 2023-24 as the continued/repetitive ones.

(b) Internal Financial Controls :

The Company has institutionalized internal control in the form of standard operating procedures with an objective of orderly and efficient conduct of its business, safeguarding the Company's assets, prevention and detection of frauds, accuracy and completeness of accounting records, and compliance with applicable statutory requirements. The Company is having Oracle e-Business Suite as Enterprise Resource Planning (ERP) System for recording transactions in an integrated way with a complete audit trail.

The Company has also engaged a firm of Chartered Accountants for Internal Audit purposes. The draft internal audit findings of the Internal Auditor covering various business areas, processes, and functions and Action Taken Reports are first reviewed by the management with Auditees. Post, the Internal Auditor shares the report to Audit Committee through Company Secretary. The Committee makes a thorough review and deliberations of the final Internal Audit Report, presented by the Internal Auditor in the meeting and issues necessary directions, recommendations and submissions to the Board of Directors. Besides CEOs and CFOs, other senior executives representing Auditee are invited to join, as and when required in the meetings of Audit Committee for answering to the queries, and clarifications, if any of Members of the Committee.

(c) Reappointment of Secretarial Auditors :

In terms of the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. RPR & Associates, Company Secretaries, Hyderabad to conduct the Secretarial Audit for FY 2023-24. The Secretarial Audit Report for the Financial Year Ended March 31, 2024, is enclosed as Annexure 2 to this report. The Board of Directors of the Company had in its Meeting held on 21st May 2024, re-appointed RPR & Associates, Company Secretaries as the Secretarial Auditor of the Company for FY 2024-25.

(d) Cost Auditors :

The Company is required to maintain Cost Records in view of its activity, i.e, "Roads & Other Infrastructure Projects" is categorized as the scheduled product/service areas per Section 148(1) of The Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014 ("the Rules"). Accordingly, the Company maintains such records and the same is audited every year.

M/s Narasimha Murthy & Co., Cost Accountants was appointed as Cost Auditors for the FY 23-24 on the recommendation of the Audit Committee. The remuneration payable to the Cost Auditors was approved by the members at the AGM held on September 26, 2023. The Cost Auditors have submitted their reports to the Board and the same has been noted. No new observations have been reported by the cost auditor except repetition of the observations made by statutory auditor. The cost auditor has made certain suggestions for improvements in its report. The aforesaid Cost Audit Firm has been appointed to perform as Cost Auditor of the Company for FY 2024-25.

XVIII. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

It is the endeavor of the Company to enter contracts/arrangements/ transactions with the related parties in the ordinary course of business and on arms' length basis. The Company has not entered any transaction with any related party(ies) during the year under review. Accordingly, details of related party transactions as per section 188 of Companies Act, 2013 is not given.

The Related Party Transactions (RPT) of the Company, if any are transacted as per the Company's RPT Policy. The Policy is consistent with the latest changes brought about by SEBI. All Related Party Transactions are pre-approved by the Audit Committee irrespective of their nature and dynamics of transactions. The Related Party Transaction Policy is available on the website of the Company at www.ilfsengg.com.

XIX. MANAGEMENT DISCUSSION AND ANALYSIS :

A separate section titled "Management Discussion and Analysis" comprising details as required under Regulation 34 read with Schedule V of the Listing Regulations form part of this Annual Report.

XX. SIGNIFICANT BENEFICIAL OWNERSHIP (SBO) :

Pursuant to amendment to Section 90 of the Companies Act, 2013 read with, Companies (Significant Beneficial Owners) Amendment Rules, 2019 M/s. SBG Projects Investments Limited, Saudi Arabia, a foreign entity, holding 27.87% of the paid-up equity shareholding in your company has confirmed that no individual(s) person holds the requisite beneficial interests directly or indirectly in the Company.

XXI. CORPORATE GOVERNANCE:

A separate section titled "Report on Corporate Governance" including a certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is enclosed to the Report on Corporate Governance and forms part of this Annual Report.

(a) Extract of Annual Return :

The extract of Annual Return as per Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is available on the website of the company at Home > Investors > Disclosures Under Regulation 46 of SEBI (LODR) Regulations 2015.

(b) Vigil Mechanism :

In terms of the provisions of the Section 177 of the Companies Act, 2013 and Listing Regulations, the Company had established a Vigil Mechanism through its Whistle Blower Policy for directors and employees to report concerns about unethical behavior, actual/suspected frauds and violation of Company's Code of Conduct.

(c) Policy on Prevention of Sexual Harassment :

In terms of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment of all employees including permanent, contractual, temporary, trainees. Further, the Company has adequate systems, processes, and policies to ensure professional ethics and harmonious working environment. The Company follows Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Sexual Harassment Policy, and Redressal Guidelines. There are no Sexual Harassment cases reported during the FY: 23-24.

(d) Particulars of Loans, guarantees or investments under Section 186 :

Your Company is into the business of providing Infrastructure Facilities and Loans, Guarantees, or Investments under Section 186 of Companies Act, 2013, your company is barred by Hon'ble NCLT till the resolution process is completed. All information regarding Loans, Guarantees and Investments are mentioned in the notes to financial statements for FY 2023-24 are self-explanatory.

(e) Particulars of employees and related disclosures :

The disclosures relating to ratio of remuneration of each director to the median employee's remuneration and other details as per Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1), (2) and (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 3 to this Report. Having regard to the provisions of the second proviso to Section 136(1) read with Section 197(12) of the Act and as prevalent, the Annual Report excluding the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration more than the limits set out is open for inspection at the Registered office of your Company. Any member interested in obtaining copy of the same may write to Company Secretary.

(f) Material changes and comments, if any, affecting the financial position of the Company:

The IL&FS crisis coupled with non-bagging of any major projects have caused stress on the financial position of the Company. However, due to the moratorium issued by Hon'ble NCLT under Section 14 of IBC, the management has been successfully meeting the commitment(s), whether material or otherwise and challenges, if any in this regard.

(g) Reporting of Fraud : No cases found as per the Auditors Report issued for the FY: 2023-24.

Subsequent to adverse developments at group level of Infrastructure Leasing and Financial Services Limited ("IL&FS"), as stated in earlier years, the information as part of investigations, sought by various regulatory and investigating authorities are being provided from time to time.

(i) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company :

No new significant and material orders have been passed by Regulators or Courts or Tribunals impacting the going concern status of the Company.

(j) Details in respect of adequacy of internal financial controls : The details of internal financial controls and their adequacy is given in Management Discussion and Analysis Report.

(k) Business Responsibility & Sustainability Report : Since your company doesn't fall under requisite criterion for the FY'

24, the requirement of Business Responsibility Reporting is not applicable to your Company.

(l) Performance Evaluation of the Board, Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has initiated the process of annual performance evaluation of the Board and Committees in FY'24.

(m) Significant and Material orders passed by Regulators or Courts or Tribunals

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations. This is consistent with situations arising out of IL&FS crisis and various orders of Hon'ble NCLT/NCLAT. o No financial creditor has filed any application for initiating corporate insolvency resolution process(CIRP) as per IBC before the NCLT

The Operational Creditors have instituted applications for initiating CIRP against the Company before Hon'ble NCLT, Hyderabad claiming a sum of Rs.5.4 Crore(approx.) pertaining to pre-October, 2018(the cut off date for recording the claims of creditors and initiation of resolution process vide Hon'ble orders of NCLT, Mumbai vide Order dated 12th March 2020 of Hon'ble NCLAT). This is despite Moratorium issued as per Section 241 /242 of the Companies Act, 2013, which is akin to Section 14 of IBC, vide orders of Hon'ble NCLAT, for IL&FS Group companies. The proceedings on these applications have been stayed till the moratorium order is withdrawn and/or ongoing resolution process, initiated by IL&FS, gets crystallized.

The Company has not filed on its own any application for initiation of CIRP under IBC before the NCLT.

(n) One time Settlement/Valuation if any with Banks or Financial Institutions

There has neither been any settlement with any bank(s) or Financial Institution(s) nor any difference in valuation in respect thereof.

XIX. ACKNOWLEDGMENTS :

Your directors place on records their gratitude to the Bankers, Media, Financial Institutions, various agencies of the State and the Central Government Authorities, Clients, Consultants, Suppliers, Sub-Contractors, Members and the Employees for their valuable support and cooperation and look forward to being continued enriched relationships in the years to come.

By order of the Board

For IL&FS Engineering and Construction Company Ltd