August 30th 2023

To,

The National Stock Exchange of India Ltd., BSE Limited

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

Dear Sir/Madam,

Sub: Submission of Annual Report along with notice of 23rd Annual General Meeting
for the Financial Year 2022-23

The Annual Report for the financial year 2022-23, including the Notice convening 23rd
Annual General Meeting of the Members of the Company scheduled to be held on Thursday,
September 21st, 2023 at 11.00 A.M. (IST) through Video Conferencing (VC) / Other Audio
Visual Means (OAVM) is enclosed.

We request you to take the same on record.

Thanking you,

Yours truly,
For SEPC Limited

T. Digitally signed by T.
Sriraman

Sriraman
T Sriraman
Date: 2023.08.30
13:51:40 +05'30'
Company Secretary & Compliance Officer

Encl.:a.a.
SEPC Limited
(formerly known as Shriram EPC Limited)

Twenty Third Annual Report

2022-23
CORPORATE INFORMATION

BOARD OF DIRECTORS COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Abdulla Mohammad Ibrahim Hassan Abdulla Mr. T Sriraman
(DIN 09436100) - Chairman
AUDITORS
Mr. N K Suryanarayanan
(DIN 01714066) - Managing Director & CEO MSKA & Associates, Chartered Accountants
5th floor main building, Guna Complex,
Dr. R Ravichandran
New No. 443 & 445, Old No. 304 & 305, Mount Road,
(DIN 01929603) - Independent Director
Teynampet, Chennai - 600018, India.
Dr. Arun Kumar Gopalaswamy
(DIN 07212557) - Independent Director BANKERS
Mr. Rajesh Kumar Bansal Punjab National Bank
(DIN 09634747) - Independent Director
Central Bank of India
Ms. S Gayathri
(DIN 07342382) - Independent Director Axis Bank Limited

Mr. P.D. Karandikar IDBI Bank Limited

(DIN :02142050) – Chairman State Bank of India
(Resigned w.e.f. 22-09-2022)
Asset Reconstruction Company (India) Limited
Mr. T. Shivaraman
ICICI Bank limited
(DIN :01312018) – Managing Director &CEO
(Retired w.e.f. 19-09-2022 E.O.D) Indian Bank
Mr. M. Amjat Shariff Bank Of Maharashtra
(DIN :00009562) – Joint Managing Director
Bank Of India
(Retired w.e.f. 19-09-2022 E.O.D)
Indusind Bank Limited
Mr. S. Bapu
(DIN :02541697) – Independent Director DBS Bank Limited
(Resigned w.e.f. 23-09-2022) Corporation Bank
Ms. Chandra Ramesh Federal Bank Limited
(DIN :00938694) – Independent Director
(Resigned w.e.f. 23-09-2022) Yes Bank Limited

Mr. K S Sripathi Bank of Baroda

(DIN :02388109) – Independent Director IFCI Factors
(Resigned w.e.f. 23-09-2022)
Assets Care & Reconstruction Enterprise Limited
Mr. Kallika Prasad Agarwal
(DIN: 08577405)– Nominee Director – Punjab National REGISTERED OFFICE
Bank (Nomination withdrawn w.e.f.23.06.22)
10/1, Bascon Futura, 4th Floor,
CHIEF FINANCIAL OFFICER Venkatnarayana Road, T. Nagar,
Mr. R.S. Chandrasekharan Chennai – 600 017.
 CONTENTS Page No

Chairman’s Message 2

Financial Performance - Standalone 3

Notice of Twenty Third Annual General Meeting 4

Directors’ Report 14

Management Discussion and Analysis 27

Corporate Governance Report 30

Auditor’s Report on Standalone Ind AS Financial Statements 88

Standalone Balance Sheet 100

Standalone Statement of Profit and Loss 102

Standalone Cash Flow 105

Notes on Standalone Financial Statements 107

Auditor’s Report on Consolidated IndAS Financial Statements 158

Consolidated Balance Sheet 166

Consolidated Statement of Profit and Loss 168

Consolidated Cash Flow 171

Notes on Consolidated Financial Statements 173

Annual Report 2022-23 1

 CHAIRMAN'S MESSAGE
Dear Shareholders,
I am delighted to announce that I have officially assumed the position of Chairman of the Company,
effective from September 24, 2022. I extend my gratitude to the former Chairman and the Board for
facilitating a seamless transition.
In the wake of global challenges brought about by the Covid-19 pandemic, supply chain disruptions,
fluctuations in commodity prices, and geopolitical factors, the Construction and Engineering sector
worldwide is making strides towards recovery, and India is no exception to this trend.
I am pleased to report that your Company executed the Resolution Plan under the RBI Circular titled
"Prudential Framework on Stressed Assets" on September 30, 2022. This plan, approved by our lenders,
not only led to the successful infusion of an additional equity of Rs. 350 crores but also saw the
conversion of Rs. 350 crores of debt into long-dated securities of NCDs and CCDs.
Furthermore, in May 2023, your Company effectively concluded a Rights Issue amounting to Rs. 49.90
crores, a move aimed at fortifying our long-term working capital requirements. I express my heartfelt
gratitude to all the investors who exhibited confidence in the Company and its new Management,
resulting in an over subscription of the issue.
Our dedicated team is diligently working towards the timely completion of ongoing projects while
actively pursuing new opportunities to enhance our order book. In line with our strategic expansion
efforts, the Company has established a wholly-owned subsidiary named SEPC Arabia Limited. This
subsidiary is poised to unlock promising opportunities within the MENA region, aligning with our goals
of geographical diversification.
I take this opportunity to extend my appreciation to all stakeholders, including our esteemed bankers, for
their unwavering and proactive support. I also extend my heartfelt thanks to our dedicated employees,
who have exhibited remarkable resilience in the face of challenges and have embraced new horizons
with enthusiasm.
As we move forward, I am optimistic about the future prospects of your Company. With a strong
foundation, a dedicated team, and a commitment to excellence, we are poised to overcome challenges
and seize opportunities. I wish each of you, as shareholders, and the Company as a whole, continued
success and prosperity.

Warm regards,
Abdulla Mohammad Ibrahim Hassan Abdulla
Chairman

2 Annual Report 2022-23

FINANCIAL PERFORMANCE - STANDALONE
As per IND AS

Statement of
2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23
Profit and Loss

(9 months )

Gross Sales 495.09 547.66 547.60 519.69 615.04 740.66 681.05 531.93 302.78 378.85

Other Income 26.78 11.03 113.03 87.83 105.33 74.27 48.18 21.31 8.95 12.09

Interest 190.75 190.87 271.73 297.59 103.51 95.45 98.80 106.56 115.68 60.39

Profit Before Taxation (425.44) (252.62) (244.03) (226.39) 24.26 28.62 (80.99) (182.89) (206.23) (119.25)

Profit After Taxation (439.37) (252.85) (244.03) (150.92) 10.76 28.62 (80.99) (182.89) (249.01) (12.00)

As per IND AS

Balance Sheet 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23

Fixed Assets (Net) 69.84 70.41 55.21 6,087.37 5,579.13 5,378.42 49.28 44.04 38.74 32.72

Investments (Current and Non

45.49 45.49 5.42 1.33 1.31 1.12 1.02 1.04 0.77 0.65
current)

Net Deferred Tax - - 414.26 489.74 476.24 476.24 476.24 476.24 433.45 403.23

Net Assets( Current and Non

2,299.58 2,551.98 2,128.43 1,985.41 1,793.44 2,006.19 1,236.38 994.51 746.05 1,084.04
Current)

Share Capital 344.36 386.36 330.63 936.97 971.53 971.53 971.53 971.53 971.53 1,321.53

Other Equity (239.07) (324.38) (403.77) 191.67 257.79 286.55 205.67 22.98 (225.48) (237.49)

Loan Funds 1,724.20 2,121.42 1,878.88 836.19 793.28 632.60 658.32 789.12 978.27 405.83

Annual Report 2022-23 3

Notice of Twenty Third Annual General Meeting
NOTICE is hereby given that the Twenty Third Annual General  o consider and if deemed fit to pass, the following
T
Meeting of the Members of the Company will be held on resolution as an Ordinary Resolution:
Thursday the 21st September of 2023 at 11.00 A.M. I.S.T
“RESOLVED THAT pursuant to Section 188 of the
through Video Conferencing/ Other Audio-Visual Means (“VC/
Companies Act, 2013 read with applicable provisions of
OAVM”) facility to transact the following business:
the Companies Act, 2013 and Regulation 23 of Securities
ORDINARY BUSINESS: and Exchange Board of India (Listing Obligations and
1. To consider and if thought fit, to pass the following Disclosure Requirements) Regulations, 2015, RBI and
resolution, as an Ordinary Resolution: FEMA Regulations and subject to such other Regulations,
Guidelines and Laws (including any statutory

RESOLVED THAT the Standalone and Consolidated modifications or re-enactment thereof for the time
Audited Financial Statements for the financial year ended being in force) and subject to all applicable approvals,
31st March 2023, together with the Reports of the Board permissions and such conditions as may be prescribed
of Directors and the Auditors’ thereon be and are hereby
by any of the concerned authorities while granting such
considered, approved and adopted.
approvals, basis on the recommendations of the Audit
2. To consider and if thought fit, to pass with or without Committee and the Board of Directors of the Company,
modification, the following resolution, as an Ordinary consent of the members of the Company be and is hereby
Resolution: accorded to the Board, for entering into any contract(s)/
arrangement(s)/ transaction(s) (whether by way of an

RESOLVED THAT pursuant to Section 152(6) of the
individual transaction or transactions taken together with
Companies Act, 2013, Mr. Abdulla Mohammad Ibrahim
Hassan Abdulla (DIN: 09436100) who retires by rotation previous transactions during the Financial year), with
in the Annual General Meeting and being eligible offers Mark AB Capital Investment LLC and/or its Subsidiaries
himself for re-appointment, be and is hereby re-appointed and/or its affiliates, Promoter of the Company, pertaining
as a Director of the Company liable to retire by rotation. to Availing Unsecured Fund & Non-Fund based Loan and
External Commercial Borrowing (ECB), for an amount
SPECIAL BUSINESS: not exceeding Rs. 250 Crores, (Rupees Two Hundred
3. Ratification of remuneration of Cost Auditor for the and Fifty Crores only) as set out under the Explanatory
financial year ending 31st March, 2024. Statement annexed.

To consider and if deemed fit, to pass, the following 

RESOLVED FURTHER THAT the Board of Directors of
resolution as an Ordinary Resolution: the Company (including any Committee thereof) be
authorised to do all such acts, deeds, matters and things

RESOLVED THAT pursuant to Section 148 (3) and all other
as it may deem fit at its absolute discretion and to take
applicable provisions of the Companies Act, 2013 read
all such steps as may be required in this connection
with the Companies (Audit and Auditors) Rules, 2014,
including finalising and executing necessary contract(s),
(including any statutory modification(s) or re-enactment
scheme(s), agreement(s) and such other documents
thereof, for the time being in force), the remuneration of
as may be required, seeking all necessary approvals
Rs. 50,000/- (Rupees Fifty Thousand only) plus applicable
taxes and payment of such out of pocket expenses as to give effect to this Resolution, for and on behalf of
approved by the Board of Directors of the Company to be the Company and settling all such issues, questions,
paid to GSVK & Co., Cost Accountants, Firm Registration difficulties or doubts whatsoever that may arise and to
No. 002371 for the conduct of the audit of the cost take all such decisions with regard to the powers herein
accounting records of the Company for the financial year conferred to, without being required to seek further
ending 31st March, 2024 be and is hereby ratified and consent or approval of the Members or otherwise to the
confirmed. end and intent that the Members shall be deemed to have
given their approval thereto expressly by the authority of

RESOLVED FURTHER THAT the Board of Directors of the
this Resolution.
Company and Company Secretary be and are hereby
authorised to do all acts and take all such steps as may 5. To increase the authorised share capital of the company
be necessary to give effect to this resolution. and consequent amendment in the Memorandum of
Association
4. To approve Material Related Party Transaction(s)
with M/s. Mark AB Capital Investment LLC and/or its To consider and if deemed fit,to pass the following
Subsidiaries and/or its affiliates. resolution as an Ordinary Resolution:

4 Annual Report 2022-23

 “RESOLVED THAT pursuant to the provisions of Sections conditions attached thereto as provided by the
13, 61 and 64 of the Companies Act 2013 read with Rule Articles of Association of the Company for the
15 of the Companies (Share Capital and Debentures) time being, with powers to divide the shares in the
Rules, 2014 and any other applicable provisions of the Capital into different classes and to attach thereto
Act read with rules thereunder including any Statutory respectively such preferential rights, privileges
modifications or re-enactments thereof, for the time or conditions as may be determined by or in
being in force and applicable provisions of the Articles of accordance with the Articles of Association of the
Association of the company, the consent of the members Company and to vary, modify or abrogate any such
of the company be and is hereby accorded to increase rights, privileges or conditions in such manner
the Authorised Share Capital from Rs. 14,000,000,000 as may be permitted by the Companies Act, 2013
/- (Rupees One Thousand Four Hundred Crores only) or provided by the Articles of Association of the
divided into 1,400,000,000 (One Hundred and Forty Company for the time being.”
Crore) equity shares of Rs.10/- each ( Rupees Ten Only)
"RESOLVED FURTHER THAT the Board of Directors of
to Rs. 14,500,000,000 /- (Rupees One Thousand Four
the Company and Company Secretary be and are hereby
Hundred and Fifty Crore only) divided into 1,450,000,000
authorised to do all acts and take all such steps as may
(One Hundred and Forty Five Crore ) Equity Shares of Rs.
be necessary to give effect to this resolution".
10/- each (Rs. Ten only)”.
“RESOLVED FURTHER THAT pursuant to Sections 13  By the order of the board
and all other applicable provisions of the Companies
Act, 2013, if any including any amendment thereto or Place: Chennai T. Sriraman
re-enactment thereof and the rules framed thereunder, Date: 21st August, 2023 Company Secretary
the consent of the members of the company be and
Registered Office:
is hereby accorded for alteration of Clause V of the
SEPC Limited (Formerly Known as Shriram EPC Limited)
Memorandum of Association of the company by
CIN: L74210TN2000PLC045167
substituting the following:
10/1, Bascon Futura, 4th Floor, Venkatanarayana Road,
V. The Authorised Share Capital of the Company is T. Nagar, Chennai – 600 017.
Rs. 14,500,000,000 /- divided into 1,450,000,000 Ph.044-4900 5555, Email: info@sepc.com
equity shares of Rs.10/- each with the rights and Website: http://www.sepc.in/

Notes: 3. 
Institutional / Corporate Shareholders (i.e. other than
individuals / HUF, NRI, etc.) are required to send a
1. The 23rd Annual General meeting (AGM) of the company
scanned copy (pdf/jpg format) of its board or governing’s
will be held over Video Conferencing/ Other Audio-Visual
body resolution/authorization etc., authorizing their
Means (“VC/OAVM”) in compliance with framework
representative to attend the 23rd AGM through VC /
issued by the Ministry of Corporate Affairs through its
OAVM on its behalf and to vote through remote e-Voting.
Circular No. 20/2020, read with Circular Nos. 14/2020,
The said resolution/ authorization shall be sent to the
17/2020, 02/2021, 21/2021, 02/2022 and 10/2022,
Scrutinizer by email through its registered email address
Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79,
to tsr@sepc.in and evoting@cdslindia.com.
Circular no. SEBI/HO/CFD/CMD21/CIR/P/2021/11,
Circular no. SEBI/ HO/CFD/CMD2/CIR/P/2022/62 and 4. 
The register of members and share transfer books
Circular no. SEBI/HO/CFD/PoD2/P/CIR/2023/4 issued of the Company will remain closed from Thursday,
by the Securities and Exchange Board of India in this 14th September, 2023 to Thursday, 21st September,
regard. The deemed venue for the 23rd AGM shall be 2023 (both days inclusive) for the purpose of
the Registered Office of the Company from where the 23rd AGM of the Company.
Company Secretary of the Company would be convening
5. The explanatory statement setting out the material facts
and attending the AGM.
pursuant to Section 102 of the Companies Act, 2013,
2. Since the AGM is being held over video conferencing relating to special business to be transacted at the
where physical attendance of members in any case has Meeting is annexed.
been dispensed with, a member entitled to attend and
6. The voting rights of members shall be in proportion to
vote at the meeting will not be eligible to appoint proxies
their shares of the paid up equity share capital of the
to attend the meeting instead of him/her. Accordingly,
Company as on 13th September, 2023 being Cut-off Date.
the proxy form and attendance slip are not attached to
this notice and the resultant requirement for submission 7. 
The Board of Directors has appointed M. Alagar &
of proxy forms does not arise. Associates as the Scrutinizer to scrutinize the e-Voting

Annual Report 2022-23 5

 process via remote e-Voting and e-Voting at the 23rd 14. 
Under Rule 18 of Companies (Management and
AGM in a fair and transparent manner and she/he has Administration) Rules, 2014, Members holding shares in
consented to act as scrutinizer. electronic mode who have not got their e-mail addresses
updated with the DP are requested to update their e-mail
8. The facility of joining the 23rd AGM through VC/ OAVM
address and any changes therein. Members holding
will be opened 30 minutes before and will remain open
shares in physical mode are requested to update their
upto 15 minutes after the scheduled start time of the
e-mail address/mobile number, quoting their folio
23rd AGM and will be available for 1,000 members on number, to our Registrar and Share Transfer Agent, viz.,
a first-come first-served basis. This rule would however M/s. Cameo Corporate Services Limited, in the URL
not apply to participation of shareholders holding 2% or https://investors.cameoindia.com or by writing to them at
more shareholding, promoters, institutional investors, “Subramanian Building” No.1, Club House Road, Chennai
directors, key and senior managerial personnel, auditors, 600002, India, or by e-mail to investor@cameoindia.com.
etc.
15. For the purpose of dispatch of this Notice, Shareholders
9. Institutional investors, who are members of the Company, of the Company holding shares either in physical form
are encouraged to attend and vote at the 23rd AGM of the or in dematerialized form as on 25th August, 2023 have
Company. been considered.
10. In terms of Sections 101 and 136 of the Act read with the THE INTRUCTIONS TO SHAREHOLDERS FOR E-VOTING AND
rules made thereunder, the listed companies may send the JOINING THE AGM ARE AS UNDER:
notice of AGM and the annual report, including financial
Step 1: Access through Depositories CDSL/NSDL e-Voting
statements, boards’ report, etc. by electronic mode. In
system in case of individual shareholders holding shares in
compliance with the aforesaid MCA Circulars and SEBI
demat mode.
Circulars, Notice of the 23rd AGM along with the Annual
Report 2022-23 is being sent only through electronic Step 2: Access through CDSL e-Voting system in case of
mode to those Members whose email addresses are shareholders holding shares in physical mode and non-
registered with the Company/ Depositories. Members individual shareholders in demat mode.
may note that the Notice and Annual Report for FY 2022 (i) The voting begins on Monday, 18th September, 2023
- 23 will also be available on the Company’s website (9.00 a.m IST) and ends on Wednesday, 20th September,
http://www.sepc.in/investors-annual-report.aspx, 2023 (5.00 p.m. IST) During this period shareholders’ of
website of the Stock Exchanges and E-voting agency the Company, holding shares either in physical form or in
i.e. BSE Limited (www.bseindia.com), National Stock dematerialized form, as on the cut-off date (record date)
Exchange of India Limited (www.nseindia.com) and cut- off date as 13th September, 2023 may cast their vote
CDSL (www.evotingindia.com). electronically. The e-voting module shall be disabled by
CDSL for voting thereafter.
11. Further, those Members who have not registered their
email addresses may temporarily get themselves (ii) Shareholders who have already voted prior to the meeting
registered with Company’s Registrar and Share Transfer date would not be entitled to vote at the meeting venue.
Agent, M/s. Cameo Corporate Services Limited (“RTA”)
(iii) 
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/
by clicking the link: https://investors.cameoindia.com
CIR/P/2020/242 dated 09.12.2020, under Regulation
for receiving the Annual Report for FY 2022-23 also
44 of Securities and Exchange Board of India (Listing
containing Notice of the AGM. Obligations and Disclosure Requirements) Regulations,
12. The register of Directors’ and Key Managerial Personnel 2015, listed entities are required to provide remote
and their shareholding maintained under Section 170 e-voting facility to its shareholders, in respect of all
of the Companies Act, 2013, the register of contracts shareholders’ resolutions. However, it has been observed
or arrangements in which the Directors are interested that the participation by the public non-institutional
under Section 189 of the Companies Act, 2013 and all shareholders/retail shareholders is at a negligible level.
other documents referred to in the notice will be available Currently, there are multiple e-voting service providers
for inspection in electronic mode. Members can send an (ESPs) providing e-voting facility to listed entities in
email for this purpose. India. This necessitates registration on various ESPs and
13. 
Members are requested to address all the maintenance of multiple user IDs and passwords by the
shareholders.
correspondences, to the Registrar and Share Transfer
Agents, M/s. Cameo Corporate Services Limited, In order to increase the efficiency of the voting process,
“Subramanian Building” No.1, Club House Road, Chennai pursuant to a public consultation, it has been decided to
600002. enable e-voting to all the demat account holders, by way of

6 Annual Report 2022-23

 a single login credential, through their demat accounts/ facility provided by Listed Companies, Individual
websites of Depositories/ Depository Participants. shareholders holding securities in demat mode are
Demat account holders would be able to cast their vote allowed to vote through their demat account maintained
without having to register again with the ESPs, thereby,
with Depositories and Depository Participants.
not only facilitating seamless authentication but also
Shareholders are advised to update their mobile number
enhancing ease and convenience of participating in
e-voting process. and email Id in their demat accounts in order to access
e-Voting facility.

Step 1: Access through Depositories CDSL/NSDL
e-Voting system in case of individual shareholders Pursuant to abovesaid SEBI Circular, Login method
holding shares in demat mode. for e-Voting and joining virtual meetings for Individual
(iv) 
In terms of SEBI circular no. SEBI/HO/CFD/CMD/ shareholders holding securities in Demat mode CDSL/
CIR/P/2020/242 dated December 9, 2020 on e-Voting NSDL is given below:

Type of shareholders Login Method

Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id
holding securities and password. Option will be made available to reach e-Voting page without any further
in Demat mode with authentication. The users to login to Easi / Easiest are requested to visit cdsl website
CDSL Depository www.cdslindia.com and click on login icon& New System Myeasi Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for 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, 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 CDSL website www.
cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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. 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 alsoable to directly access the system of all e-Voting Service Providers.
Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL.
holding securities Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal
in demat mode with Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial
NSDL Depository Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You
will have to enter your User ID and Password. After successful authentication, you will be able to
see e-Voting services. Click on “Access 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 click at
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

Annual Report 2022-23 7

 Type of shareholders Login Method
Individual Shareholders You can also login using the login credentials of your demat account through your Depository Participant
(holding securities registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting
in demat mode) option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
login through successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting
their Depository service provider name and you will be redirected to e-Voting service provider website for casting your
Participants (DP) vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
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

Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by sending a
securities in Demat mode with CDSL request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending a
securities in Demat mode with NSDL 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.
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:

For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN Enter your 10digit 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 Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat
OR Date of Birth (DOB) account or in the company records in order to login.
• If both the details are not recorded with the depository or company, please enter the member id /
folio number in the Dividend Bank details field.

8 Annual Report 2022-23

(vi) 
After entering these details appropriately, click on  A scanned copy of the Registration Form bearing
“SUBMIT” tab. the stamp and sign of the entity should be emailed
to helpdesk.evoting@cdslindia.com.
(vii) Shareholders holding shares in physical form will then
directly reach the Company selection screen. However, After receiving the login details a Compliance
 
shareholders holding shares in demat form will now reach User should be created using the admin login and
‘Password Creation’ menu wherein they are required password. The Compliance User would be able to
to mandatorily enter their login password in the new link the account(s) for which they wish to vote on.
password field. Kindly note that this password is to be
also used by the demat holders for voting for resolutions  The list of accounts linked in the login will be
of any other company on which they are eligible to vote, mapped automatically & can be delink in case of any
provided that company opts for e-voting through CDSL wrong mapping.
platform. It is strongly recommended not to share your  It is Mandatory that, a scanned copy of the Board
password with any other person and take utmost care to Resolution and Power of Attorney (POA) which they
keep your password confidential.
have issued in favour of the Custodian, if any, should
(viii) For shareholders holding shares in physical form, the be uploaded in PDF format in the system for the
details can be used only for e-voting on the resolutions scrutinizer to verify the same.
contained in this Notice.
Alternatively Non Individual shareholders are
 
(ix) Click on the EVSN for the relevant <Company Name> on required mandatory to send the relevant Board
which you choose to vote. Resolution/ Authority letter etc. together with
(x) 
On the voting page, you will see “RESOLUTION attested specimen signature of the duly authorized
DESCRIPTION” and against the same the option “YES/ signatory who are authorized to vote, to the
NO” for voting. Select the option YES or NO as desired. Scrutinizer and to the Company at the email address
The option YES implies that you assent to the Resolution viz; tsr@sepc.in (designated email address by
and option NO implies that you dissent to the Resolution. company), if they have voted from individual tab &
not uploaded same in the CDSL e-voting system for
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to
the scrutinizer to verify the same.
view the entire Resolution details.
The Board of Directors of the Company has appointed
(xii) After selecting the resolution, you have decided to vote on,
M. Alagar & Associates to scrutinize the remote e-voting
click on “SUBMIT”. A confirmation box will be displayed.
process and e-voting at the AGM in a fair and transparent
If you wish to confirm your vote, click on “OK”, else to
manner. The Scrutinizer shall, immediately after the
change your vote, click on “CANCEL” and accordingly
conclusion of voting at the AGM, first count the votes
modify your vote.
cast during the AGM, thereafter unblock the votes
(xiii) Once you “CONFIRM” your vote on the resolution, you will cast through remote e-voting and make, not later than
not be allowed to modify your vote. two working days from the conclusion of the AGM, a
(xiv) You can also take a print of the votes cast by clicking on consolidated Scrutinizer’s Report of the total votes cast
“Click here to print” option on the Voting page. in favour or against, if any, to the Chairman or a person
authorized by him in writing, who shall countersign the
(xv) 
If a demat account holder has forgotten the login
same and declare the result of the voting forthwith. The
password then Enter the User ID and the image
results of voting declared along with the Scrutinizer’s
verification code and click on Forgot Password & enter
Report shall be placed on the Company’s website http://
the details as prompted by the system.
www.sepc.in/ and on the website of CDSL immediately
(xvi) There is also an optional provision to upload BR/POA if after the declaration of result by the Chairman or a
any uploaded, which will be made available to scrutinizer person authorized by him in writing. The results shall also
for verification. be immediately forwarded to the Stock Exchange(s).
(xvii) Additional Facility for Non – Individual Shareholders
and Custodians –For Remote Voting only. INSTRUCTIONS FOR SHAREHOLDERSATTENDING THE AGM
THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS
Non-Individual
  shareholders (i.e. other UNDER:
than Individuals, HUF, NRI etc.) and
Custodians are required to log on to 1. The procedure for attending meeting & e-Voting on the
www.evotingindia.com and register themselves in day of the AGM is same as the instructions mentioned
the “Corporates” module. above for e-voting.

Annual Report 2022-23 9

2. The link for VC/OAVM to attend meeting will be available 10. If any Votes are cast by the shareholders through the
where the EVSN of Company will be displayed after e-voting available during the AGM and if the same
successful login as per the instructions mentioned above shareholders have not participated in the meeting
for e-voting. through VC/OAVM facility, then the votes cast by such
3. Shareholders who have voted through Remote e-Voting shareholders may be considered invalid as the facility
will be eligible to attend the meeting. However, they will of e-voting during the meeting is available only to the
not be eligible to vote at the AGM. shareholders attending the meeting.
4. Shareholders are encouraged to join the Meeting through
Laptops / IPads for better experience. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/
MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/
5. Further shareholders will be required to allow Camera and DEPOSITORIES.
use Internet with a good speed to avoid any disturbance
during the meeting. 1. 
For Physical shareholders- please provide necessary
details like Folio No., Name of shareholder, scanned
6. Please note that Participants Connecting from Mobile
copy of the share certificate (front and back), PAN (self
Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due attested scanned copy of PAN card), AADHAR (self
to Fluctuation in their respective network. It is therefore attested scanned copy of Aadhar Card) by email to
recommended to use Stable Wi-Fi or LAN Connection to Company/RTA email id.
mitigate any kind of aforesaid glitches.
2. For Demat shareholders -, Please update your email id
7. Shareholders who would like to express their views/ask & mobile no. with your respective Depository Participant
questions during the meeting may register themselves (DP)
as a speaker by sending their request in advance atleast
three days prior to meeting mentioning their name, demat 3. For Individual Demat shareholders – Please update your
account number/folio number, email id, mobile number at email id & mobile no. with your respective Depository
tsr@sepc.in. The shareholders who do not wish to speak Participant (DP) which is mandatory while e-Voting &
during the AGM but have queries may send their queries joining virtual meetings through Depository.
in advance three days prior to meeting mentioning their
If you have any queries or issues regarding attending AGM
name, demat account number/folio number, email id,
mobile number at tsr@sepc.in. These queries will be & e-Voting from the CDSL e-Voting System, you can write an
replied to by the company suitably by email. email to helpdesk.evoting@cdslindia.com or contact at toll
free no. 1800 22 55 33
8. Those shareholders who have registered themselves as
a speaker will only be allowed to express their views/ask All grievances connected with the facility for voting by
questions during the meeting. electronic means may be addressed to Mr. Rakesh Dalvi,
9. Only those shareholders, who are present in the AGM Sr. Manager, (CDSL, ) Central Depository Services (India) Limited,
through VC/OAVM facility and have not casted their A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds,
vote on the Resolutions through remote e-Voting and are N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send
otherwise not barred from doing so, shall be eligible to an email to helpdesk.evoting@cdslindia.com or call toll free
vote through e-Voting system available during the AGM. no. 1800 22 55 33.

10 Annual Report 2022-23

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

Item no.3 Party Transactions and as required under SEBI Circular dated
22nd November, 2021. During the financial year 2023-24, the
In accordance with the provisions of Section 148 of the
Company intended to avail loans from its Promoter i.e., Mark
Companies Act, 2013 (the Act) and the Companies (Audit
AB Capital Investment LLC and/or its Subsidiaries and/or its
and Auditors) Rules, 2014 (the Rules), the Company is
affiliates, from time to time. The Board anticipates that during
required to appoint a cost auditor to audit the cost records of
the financial year ending on March 31, 2024, the quantum of
Company. On the recommendation of the Audit Committee,
such loans will cross the materiality threshold of 10% of the
the Board has appointed GSVK & Co., Cost Accountants, Firm
annual consolidated turnover of the Company in terms of the
Registration No. 002371, as Cost Auditors to conduct the audit
Company’s Policy on Related Party Transactions, such loans
of cost accounting records of the company for the financial
being material related party transactions require shareholders’
year 2023- 24 at a remuneration of Rs. 50,000/- (Rupees Fifty
Thousand only) exclusive of taxes as may be applicable and approval by way of an Ordinary Resolution.
payment of such out of pocket expenses as may be mutually As per Regulation 23 of LODR Regulations, the proposed
agreed payable to the cost auditor is required to be placed borrowing i.e., Unsecured Fund & Non-Fund based Loan and
before the Members in a general meeting for their ratification. External Commercial Borrowing (ECB) upto Rs. 250 Crores,
Memorandum of Interest (Rupees Two Hundred and Fifty Crores only) by the Company
from Mark AB Capital Investment LLC and/or its Subsidiaries
None of the Directors or their relatives or Key Managerial and/ or its affiliates, being the Promoter of the Company
Personnel of the Company or their relatives is concerned or would help in improving the working capital position of the
interested, financially or otherwise in the aforesaid resolution Company and would be a Related Party Transaction and
proposed to be passed as an ordinary resolution. since the transaction value is expected to exceed materiality
The Board recommends the resolution set forth in Item no. 3 threshold prescribed under LODR Regulations applicable
of the Notice for the approval of the members. to the Company, the same would require approval of the
Shareholders.
Item no. 4
The other related information as envisaged under the Act and
Approval of Material Related Party Transactions under LODR Regulations are furnished on page number 12:
Section 188 of the Companies Act, 2013 read with applicable
provisions of the Companies Act, 2013 and as per Regulation Item no.5
23 of the Securities and Exchange Board of India (Listing The Board of Directors of the Company in its meeting held on
Obligations and Disclosure Requirements) Regulations, 2015 21st August 2023 decided with infusion of additional equity
(‘LODR Regulations’). of up to Rs.50 Crore by way of Rights Issue which necessitate
Regulation 23 of the LODR Regulations was amended vide increase of Authorised Share Capital of the Company from
notification dated November 9, 2021, inter-alia, enhancing Rs. 14,000,000,000 /- (Rupees One Thousand Four Hundred
the scope of related party, related party transactions (RPTs) Crores only) divided into 1,400,000,000 (One Hundred and
and the materiality threshold for seeking shareholder Forty Crore) equity shares of Rs.10/- each ( Rupees Ten Only)
approval with effect from April 1, 2022, i.e., if transaction(s) to Rs. 14,500,000,000 /- (Rupees One Thousand Four Hundred
to be entered into individually or taken together with previous and Fifty Crore only) divided into 1,450,000,000 (One Hundred
transactions during a financial year, exceeds Rs. 1,000 Crore and Forty Five Crore ) Equity Shares of Rs. 10/- each (Rs. Ten
or 10% of the annual consolidated turnover of the listed entity only) subject to shareholder’s approval.
as per the last audited financial statements of the listed entity,
As per the provisions of Sections 13 & 61 of the Companies Act,
whichever is lower. The Material Related Party Transactions
2013, approval of the shareholders is required to be accorded
requires approval of the Shareholders by passing an Ordinary
for alteration in the Memorandum of Association and for
Resolution.
increasing the Authorised Share Capital of the Company.
Mark AB Capital Investment LLC is a Related Party as defined
Memorandum of Interest
under Section 2 (76) of the Companies Act, 2013 and/ or under
applicable accounting standards. Mark AB Capital Investment None of the Directors or their relatives or Key Managerial
LLC is the Promoter of SEPC Limited, holding 25.52% of equity Personnel of the Company or their relatives is concerned or
shares in SEPC Limited. interested, financially or otherwise in the aforesaid resolution
proposed to be passed as an ordinary resolution.
The necessary details for the Related Party Transactions as
applicable along with the justification are provided to the The Board recommends the resolution set forth in Item no. 5
Audit Committee in terms of the Company's Policy on Related of the Notice for the approval of the members

Annual Report 2022-23 11

Details of Director seeking Re-appointment at the forthcoming Annual General Meeting

Name of the Directors Mr. Abdulla Mohammad Ibrahim Hassan Abdulla

DIN 09436100
Date of Birth 06/09/1994
Date of First appointment the on Board 24/06/2022
Shareholding in SEPC Limited NIL
Qualifications Business administration Cambridge University
Number of Meetings attended during the year 4
Experience and expertise in specific functional area He is a co-promoter of the Al Otaiba Group of Companies (AOG)
Directorships held in other Companies including listed 1. Mark AB Capital Investment India Private limited.
companies 2. Valiance Engineers Private Limited.
Relationship with other Directors / KMPs NIL
Committee Membership and Chairmanship held in other
NIL
Companies

listed entities from which the person has resigned in the past three years
listed entities from which the person has resigned in the past three years : NIL

Mark AB Capital Investment LLC and/or its Subsidiaries and/or

S.No. Particulars
its affiliates
1. Type, material terms and particulars of the proposed Availing Unsecured Fund & Non-Fund based Loan and External
transactions Commercial Borrowing (ECB)
2. Name of the related party and its relationship with the
Mark AB Capital Investment LLC and/or its Subsidiaries and/or
listed entity or its subsidiary, including nature of its
its affiliates Nature of relationship as promoter.
concern or interest (financial or otherwise);
3. Tenure of the proposed transaction (particular tenure
As agreed between the parties
shall be specified);
4. Value of the proposed transaction; Rs. 250 Crores, (Rupees Two Hundred and Fifty Crores only)
5. The percentage of the SEPC’s annual consolidated
turnover, for the immediately preceding financial
66.13%
year, that is represented by the value of the proposed
transaction
6. If the transaction relates to any loans, inter-corporate
deposits, advances or 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, inter-corporate deposits,
advances or investments: nature of indebtedness,
Not applicable
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 terms are beneficial to the Company
the listed entity

12 Annual Report 2022-23

 Mark AB Capital Investment LLC and/or its Subsidiaries and/or
S.No. Particulars
its affiliates
8. A copy of the valuation or other external party report,
The transactions do not contemplate any valuation.
if any such report has been relied upon;
9. A statement that the valuation or other external
report, if any, relied upon by the listed entity in
relation to the proposed transactions will be made Not applicable
available through the registered e-mail address of the
shareholders;
10. Name of the Director or KMP who is related, if any None of the Directors and Key Managerial Personnel of
the Company or their respective relatives are concerned or
interested financially or otherwise except to the extent of shares
held by them, if any, except Mr. Abdulla Mohammad Ibrahim
Hassan Abdulla, is deemed to be concerned or interested in the
transaction entered/to be entered between this Company with
Mark AB Capital Investment LLC and/or its Subsidiaries and/
or its affiliates being Mr. Abdulla Mohammad Ibrahim Hassan
Abdulla is Director both in SEPC Limited and Mark AB Capital
Investment LLC and/or its Subsidiaries and/or its affiliates.
11. 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. 4 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 Item No. 4 of the Notice.

 By the order of the board

Place: Chennai  T. Sriraman

Date: 21st August, 2023 Company Secretary

Registered Office:
SEPC Limited (Formerly Known as Shriram EPC Limited)
CIN: L74210TN2000PLC045167
10/1, Bascon Futura, 4th Floor, Venkatanarayana Road,
T. Nagar, Chennai – 600 017.
Ph.044-4900 5555
Email: info@sepc.com
Website: http://www.sepc.in/

Annual Report 2022-23 13

Directors’ Report
Dear Shareholder, The shareholding pattern as on 31st March, 2023 is as under:
Your Directors present the Twenty Third Annual Report together S.No Shareholders % holding
with the Audited Financial Statements of your Company for
1. Mark AB Capital Investment LLC – 26.48
the financial year ended 31st March, 2023.
Promoters
FINANCIAL RESULTS (` in Lakhs) 2. Mark AB Welfare Trust – Promoter 4.60
Group
Consolidated (12 months) Standalone (12 months)
Particulars 3. Bankers 40.79
2022-23 2021-22 2022-23 2021-22
4. Public & Others 28.13
Total Income 39,887.81 34,059.07 39,093.96 31,174.05
The total net worth of the Company as at 31 March, 2023 on
st

Profit before Interest, Standalone basis was `1,08,404.21 lakhs

Depreciation, tax and (4,629.27) (3,580.07) (5,271.93) (2,118.53)
extra-ordinary items RIGHTS ISSUE
Interest & depreciation 6,654.49 12,151.04 6,653.48 12,143.23 On 27th December 2022, the Board of Directors approved
Profit before tax & before raising funds for the Company by way of issue of securities
(11,283.56) (15,731.11) (11,925.42) (14,261.76)
extra-ordinary items to the existing equity shareholders of the Company on a rights
Provision for taxation 3,021.95 4,278.00 3,021.95 4,278.00 basis aggregating up to `4,990 Lakhs in the ratio of 2 (two)
Rights Equity Shares for every 53 (Fifty three) fully paid equity
Profit after tax & extra-
(490.38) (26,370.37) (1,132.24) (24,901.02) shares aggregating to 4,99,00,000 equity shares of face value
ordinary items
of `10 each for cash at a price of `10/- (including a share
Balance brought forward
(2,15,105.50) (1,93,436.12) (2,14,517.03) (1,89,616.01) premium of `NIL) per equity share for an amount aggregating
from last year
to `4,990 Lakhs to the Eligible Equity Shareholders of the
Profit available for
(2,15,595.88) (2,15,105.50) (2,15,649.27) (2,14,517.03) Company as on the record date of 29th March, 2023.
appropriation

OPERATING RESULTS & PERFORMANCE (STANDALONE) Subsequent to the year end the Issue was opened for the
Eligible Equity Shareholders from Monday, April 10, 2023
During the financial year ended March 31, 2023 the company to Monday, April 24, 2023 and the basis of allotment was
had recorded a total income at `39,094 lakhs as against approved by BSE Limited on April 28, 2023, being the
`31,174 lakhs in the previous year on a standalone basis. designated Stock Exchange. The Rights Issue committee of
Profit before tax was `1,890 lakhs as against a loss of `20,623 the Board allotted 4,99,00,000 Rights equity shares on May 02,
lakhs during the previous year. 2023 to the Shareholders of the Company and obtained the
CAPITAL & FINANCE listing approvals from BSE Limited and NSE on May 03 and 04,
2023 respectively.
During the year ended March 31, 2023, pursuant to the approval
of Resolution Plan by lenders, Company has received `35,000 DETAILS OF DEPOSITS
Lakhs of equity and has allotted 35,00,00,000 equity shares of The Company has not accepted any Deposits covered
`10 each on preferential basis to Mark AB Capital Investment under Section 73 of the Companies Act, 2013 read with the
LLC, Dubai and shall be subject to lock-in for such period as Companies (Acceptance of Deposits) Rules, 2014.
may be prescribed under the ICDR Regulations.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION
During the Year ended March 31, 2023, pursuant to FUND AUTHORITY
the Resolution Plan, Company has issued 1,75,00,000
Compulsorily Convertible Debentures(CCD) of `100/- each The Company had declared Dividend up to the year 2011-12
and 1,75,00,000 Non-Convertible Debenture(NCD) of `100/- and all unclaimed / Unpaid Amounts have been transferred to
each aggregating to `35,000 Lakhs by way of conversion of IEPF Authorities.
existing loans of lenders. Non-Convertible Debentures (NCD) redeemed during the
The authorized capital of your Company is `1,40,000 lakhs year:
and paid-up equity capital of the Company as on date is
Type of Security Number Amount in lakhs
`1,32,152.90 Lakhs - divided into 1,32,15,29,018 equity shares
of `10/-each. NCD 1,74,990 174.99

14 Annual Report 2022-23

BUSINESS HIGHLIGHTS MEETINGS OF THE BOARD
Your Directors are pleased to state that during the year the Meetings of the Board are given in the Corporate Governance
company has successfully commissioned / completed 12 Report forming part of this Annual Report.
projects post implementation of Resolution Plan(RP) approved
CHANGE IN THE NATURE OF BUSINESS
by the lenders under Jun 7th 2019 RBI Circular on Prudential
Framework for Resolution of Stressed Assets. During the financial year, there is no change in the nature of
business of the Company.
During the year Company has won orders worth of
`324 Crores and Company`s Order book stood at `1,143 SIGNIFICANT AND MATERIAL ORDERS
crores as at 31st March 2023.
There are no significant and material orders passed by the
BUSINESS RISK MANAGEMENT regulators or courts or tribunals impacting the going concern
status and Company’s operations in future.
Pursuant to the requirement of Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
the Company has constituted Business Risk Management
The Company has complied with the applicable provisions of
Committee. The details of Committee and its terms of
Section 186 of the Act for the financial year ended March 31,
reference are set out in the Corporate Governance Report
2023.
forming part of the Board’s Report.
The details of Loans, Guarantees and Investments covered
The Risk Management Committee has formulated a robust
Business Risk Management (BRM) framework to identify, under the provisions of Section 186 of the Companies Act,
evaluate, treat and Report business risks. This framework 2013 is given in the notes to the Financial Statements.
seeks to create transparency, minimize adverse impact on the ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
business objectives and enhance the Company’s competitive FOREIGN EXCHANGE EARNINGS AND OUTGO
advantage.
The information on conservation of energy, technology
The Risk Management Committee monitor and oversee the absorption and foreign exchange earnings and outgo
implementation of Risk Management policy, periodically stipulated under Section 134(3) (m) of the Companies Act,
review and recommend to the Board considering the change in 2013 read with Rule 8(3) of The Companies (Accounts) Rules,
industry dynamics and evolving complexities. It also reviews 2014, is given below:
the appointment, removal and terms of remuneration of Chief
Risk Officer. (I) Conservation of energy:

SUBSIDIARIES The Company is making all efforts to conserve energy. It

also takes appropriate steps to reduce the consumption
Company has formulated a policy on identification of material
through efficiency in usage and timely maintenance /
subsidiaries in line with regulation 16C of the SEBI (Listing
upgradation of energy saving devices.
Obligations and Disclosure Requirements) Regulations 2015.
(II) Technology absorption-
The Company does not have any material subsidiaries as on
date of this report. The Company uses latest technology and equipments in
The salient features of subsidiaries mentioned in Form AOC-1 its business. Further the Company is not engaged in any
forms part of Annual Report. manufacturing activity.

SEPC ARABIA COMPANY LIMITED Earnings in Foreign Currency: Nil

During March 2023, the Company has obtained Services Expenditure in Foreign Currency: `68.37lakhs
Investment License to incorporate a 100% subsidiary namely – (` in lakhs)
SEPC Arabia Limited Company, in Saudi Arabia for the purpose
Professional & Consultancy Fees 19.29
of exploiting the market potential in the kingdom of Saudi
Arabia as well as strengthen the presence in Gulf Cooperation Material Consumed Erection, Construction & 32.02
Council region (GCC) using Company’s qualifications and Operation Expenses
promoter MARK AB experience in that region.
Travelling & Conveyance 4.68
DIVIDEND
Others 12.38
During the Financial year, no amount is transferred to reserves.
Since the Company has carried forward losses, the Board has Total 68.37
decided not to recommend a Dividend.

Annual Report 2022-23 15

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH DETAILS OF DIRECTORS APPOINTED / RESIGNED /
RELATED PARTIES (REFERRED TO IN SUB SECTION (1) OF RETIREMENT
SECTION 188 OF THE COMPANIES ACT, 2013)
Pursuant to the implementation of Resolution Plan and the
All transactions with related parties were on arm’s length basis investment by Mark AB, the Board of Directors appointed the
and in the ordinary course of business. There was no material following additional directors w.e.f. 24th June, 2022.
related party contract during the year. Form AOC-2 as required 1) Mr. Abdulla Mohammad Ibrahim Hassan Abdulla as an
under Section 134 (3) (h) of the Act is enclosed to this report. Additional Director
MATERIAL CHANGES AND COMMITMENTS AFFECTING 2) Mr. N K Suryanarayanan as an Additional Director.
THE FINANCIAL POSITION BETWEEN THE END OF THE
3) Dr. R Ravichandran as an Independent Director,
FINANCIAL YEAR AND THE DATE OF THE REPORT
4) 
Dr. Arun Kumar Gopalaswamy as an Independent
There have been material changes in the financial position of
Director,
the company between the end of the financial year and the
date of this report. The following is a summary of the changes: The appointments of the above-mentioned directors were
approved by the members of the company vide the 22nd Annual
a) 
The Rights Issue was opened for the Eligible Equity
General Meeting held on 19th September, 2022.
Shareholders from Monday, April 10, 2023 to Monday,
April 24, 2023. The Board of Directors appointed the following as additional
Directors during the year:
b) The basis of allotment was approved by BSE Limited on
April 28, 2023, being the designated Stock Exchange. 1) Mr. Rajesh Kumar Bansal as Additional (Independent)
Director for a period of five (5) years w.e.f 18-01-2023 to
c) 
The Rights Issue committee of the Board allotted 17-01-2028
4,99,00,000 Rights equity shares on May 02, 2023 to the
2) 
Ms. Gayathri Sundaram as Additional (Independent)
Shareholders of the Company as on the record date fixed
Director for a period of five (5) years w.e.f 30-01-2023 to
for the purpose of Rights Issue.
29-01-2028 w.e.f 12th April, 2023,
d) 
The listing approvals from BSE Limited and National
The above appointments were approved by the shareholders
Stock Exchange of India Limited on May 03, 2023 and
vide Postal Ballot held on 12th April, 2023.
May 04, 2023 respectively for the aforesaid Rights Issue.
Mr. Abdulla Mohammad Ibrahim Hassan Abdulla (DIN:
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
09436100) retires by rotation pursuant to Section 152(6) of
CONTROLS
the Companies Act, 2013 and Article 17.26 of the Articles of
In addition to the Internal Controls on Operations, the Board Association of the Company at the forth coming Annual General
has laid emphasis on adequate internal financial controls to Meeting and being eligible offers himself for re-appointment.
ensure that the financial affairs of the Company are carried In terms of Secretarial Standards on General Meetings (SS-2),
out with due diligence. Apart from Internal Audit function the necessary resolution for the re-appointment of Mr. Abdulla
which scrutinizes all the financial transactions, there are also Mohammad Ibrahim Hassan Abdulla as a Director of the
processes laid down, leading to CFO/CEO certification to Company is included in the Notice sent along with the annual
Board on the adequacy of Internal Financial Controls as well report.
as internal controls over financial reporting. RESIGNATION / RETIREMENT OF DIRECTORS
RECLASSIFICATION OF PROMOTER TO PUBLIC Mr. Kallika Prasad Agarwal, a nominee of Punjab National
Bank, ceased to be a Director of the Company w.e.f. 24th June,
During the year under review, SVL Limited, erstwhile Promoter
2022 pursuant to withdrawal of his nomination by Punjab
was reclassified from the promoter category to the public
National Bank.
category, in view of its change in management and control
pursuant to restructuring of debts under the RBI Circular at Consequent to the change of Management the following
7th June 2019 on “Prudential Framework for Resolution of Directors have resigned with effect from 23rd September 2022:
Stressed Assets”. Company has made an application dated 1) Mr. S Bapu (DIN: 02541697), Non-executive Director,
October 19, 2022 to the Stock Exchanges under Regulation
31A of the SEBI Listing Regulations seeking reclassification 2) 
Mr. K S Sripathi (DIN: 02388109), Non-executive
Independent Director
of SVL Limited to public category and the said application was
approved by the Stock Exchanges vide letter dated February 3) Ms. Chandra Ramesh (DIN: 00938694), Non-executive
02, 2023. Independent Director,

16 Annual Report 2022-23

4) Mr. Prabhakar Dattatraya Karandikar (DIN: 02142050), REMUNERATION POLICY
Independent Director (Chairperson) of the Company with
Pursuant to Section 178(3) of the Companies Act, 2013,
effect from 22nd September 2022.
the Board on the recommendation of the Nomination &
The following Directors have retired from E.O.D 19th September Remuneration Committee framed a policy for selection and
2022 on completion of their tenure : appointment of Directors, Key Managerial Personnel and
other employees and their remuneration. The details of the
1) Mr. T Shivaraman, Managing Director & CEO, and
Remuneration Policy are stated in the Corporate Governance
2) Mr. M Amjat Shariff, Joint Managing Director, Report.
The Board places on record its appreciation towards valuable DIRECTORS’ RESPONSIBILITY STATEMENT
contribution made by them during their tenure as Directors of
To the best of their knowledge and belief and according to the
the Company.
information and explanations obtained by them, your Directors
EVALUATION OF BOARD’S PERFORMANCE make the following statements in terms of Section 134(3)(c)
of the Companies Act, 2013:
As per the provisions of Section 134(3) (p) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure a. that in the preparation of the annual accounts for the
Requirements) Regulations, 2015, the Board has carried out year ended March 31, 2023, the applicable accounting
an annual performance evaluation of its own performance, the standards had been followed along with proper
directors individually as well as the evaluation of the working of explanation relating to material departures, if any;
its Audit Committee, Nomination & Remuneration Committee
b. that the directors had selected such accounting policies
and Risk Management Committee and Stakeholders
as mentioned in Note No: 2. of the Financial Statements
Relationship Committee. Performance evaluation of
and applied them consistently and made judgments and
independent directors was done by the entire board, excluding
estimates that are reasonable and prudent so as to give
the independent director being evaluated. The Directors were
a true and fair view of the state of affairs of the company
satisfied with the evaluation results, which reflected the
as at March 31, 2023 and of the profit and loss of the
overall engagement of the Board and its Committees with the
Company for the year ended on that date;
Company. The Board was with the opinion that the independent
directors appointed during the year possessed the integrity, c. that the directors had taken proper and sufficient care
expertise and experience (including the proficiency). The for the maintenance of adequate accounting records in
manner in which the evaluation has been carried out has been accordance with the provisions of the Companies Act,
explained in the Corporate Governance Report. 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS d. that the directors had prepared the annual accounts on a
going concern basis;
The details of familiarization programmes for Independent
Directors of the Company, their roles, rights, responsibilities e. that the directors had laid down internal financial controls
in the Company, nature of the industry in which the Company to be followed by the Company and that such internal
operates, business model of the Company and related financial controls are adequate and were operating
matters are put up on the website of the Company at effectively.
the following link: http://www.sepc.in/pdf/Policy-on-
f. that the directors had devised proper systems to ensure
Familiarisation-Programme.pdf
compliance with the provisions of all applicable laws
DECLARATION BY INDEPENDENT DIRECTORS and that such systems were adequate and operating
effectively.
The Company has received necessary declaration from
each Independent Director of the Company under Section RELATED PARTY TRANSACTIONS
149(7) of the Companies Act, 2013 (Act) stating that the
All related party transactions that were entered into during
Independent Directors of the Company met with the criteria
the financial year were on an arm’s length basis and were in
of Independence laid down in Section 149(6) of the Act and
the ordinary course of business. There were no materially
Regulation 25 of SEBI (Listing Obligations and Disclosure
significant related party transactions made by the company
Requirements) Regulations, 2015.
with promoters, directors, key managerial personnel or other
Further the Independent Directors have complied with the designated persons which may have a potential conflict with
Code for Independent Directors prescribed in Schedule IV to the interest of the company at large. None of the Directors
the Companies Act, 2013. had any pecuniary relationships or transactions vis-à-vis

Annual Report 2022-23 17

the Company other than sitting fees and reimbursement of and skills commensurate with the functioning and
expenses incurred, if any, for attending the Board meetings. operations of the Company. The said vacancy was filled
up subsequently.
All related party transactions are placed before the audit
committee for review and approval as per terms of the Policy 3. A resolution plan was under process and the Master
for dealing with related parties. The policy on related party Restructuring Agreement was signed on 22-06-2022 for
transactions as approved by the board is uploaded on the restructuring the Debts of the Company. The loans have
company’s website at the following link: http://www.sepc.in/ been already closed as per the Resolution Plan.
pdf/Policy-on-Related-Party-Transcations-2022.pdf
4. The Company had received an email directly from the
Form AOC-2 in the specified format is enclosed as Nominee Director and considering materiality it has
Annexure - I. been intimated accordingly. Further, the Company had
EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, approached Punjab National bank, who had nominated
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER the said Director. The filing was done, upon getting an
MADE BY THE STATUTORY AUDITORS AND THE official confirmation from PNB.
SECRETARIAL AUDITORS IN THEIR REPORT
5. The agenda which was originally scheduled to be passed
The explanations/comments made by the Board relating on 30th May 2022 had been re-scheduled to 24th June
to qualification, reservations or adverse remarks made by 2022 due to change in Management of the entity.
the Statutory Auditors and the Secretarial Auditor in their Subsequently the fine had been paid as levied by the
respective reports are furnished below: Stock Exchanges.
BOARDS RESPONSE TO THE QUALIFICATIONS OF 6. The delay was due to some technical glitches. Further as
STATUTORY AUDITORS informed by the listed entity, no fine had been levied by
Management Response 1 the Stock Exchanges.

Against the carried forward loss of Rs. 2,11,013 lakhs, the 7. 

The delay was due to technical glitches in the NSE
company has recognised Deferred Tax Asset (DTA) on a carry website.
forward loss of `1,28,547 lakhs which results in DTA of ` 39,645 8. The delay was due to the fluid situation prevailed due to
lakhs ((March 31, 2021 - ` 43,889.00 Lakhs). Considering change in management as necessitated by the Resolution
potential order book as on date, future business prospects plan.
in the light of implementation of resolution plan, projects in
pipeline etc., the management is confident of adjusting these 9. 
The funds were received in eight tranches and the
carry forward losses and reversal of DTA before the expiry of monitoring Agency gave a consolidated report. upon
the period for which this benefit is available. receipt of the entire amount, the same has been filed.

Management Response 2 DISCLOSURE REQUIREMENTS

Contract asset(Non- Current) includes Rs. 7,351.45 lakhs(net As per SEBI Listing Regulations, the Corporate Governance
of provisions amounting to Rs. 926.98 lakhs) (March 31, 2022, Report with the Auditors’ Certificate thereon, and the
Rs. 3,956.02 lakhs) and Trade receivable (Non-Current) Management Discussion and Analysis Report, form part of
includes an amount of Rs. 575.21 lakhs (net of Provisions the Director’s Report.
amounting to Rs. 82.99 lakhs) from projects which are stalled
CORPORATE GOVERNANCE
due to delays in statutory approvals faced by the customer.
Considering the ongoing negotiations with the customers’, All material information was circulated to the directors before
Management is confident of recovering the dues in full. the meeting or placed at the meeting, including minimum
BOARDS RESPONSE TO THE QUALIFICATIONS information required to be made available to the Board as
SECRETARIAL AUDITOR prescribed under Part A of Schedule II of Sub-Regulation 7 of
Regulation 17 of the Listing Regulations. In terms of Regulation
1. Due to certain unforeseen circumstances, there was a 34 of the Securities and Exchange Board of India (Listing
delay in identifying a person whose knowledge and skills Obligations and Disclosure Requirements) Regulations, 2015
commensurate with the functioning and operations of a Report on Corporate Governance along with a Certificate
the Company. Subsequently the fine had been paid as from the Practicing Company Secretary confirming the
levied by the Stock Exchanges.
compliance with the conditions of Corporate Governance as
2. 
Due to certain unforeseen circumstances, there was stipulated under Part E of Schedule V of Sub- Regulation 34(3)
a delay in identifying the persons whose knowledge of the Listing Regulations is attached to this report.

18 Annual Report 2022-23

BUSINESS RESPONSIBILITY AND SUSTAINABILITY M/s GSVK & Co., Cost Accountants (Registration No. of
REPORTING: the Firm is 002371) was appointed as Cost Auditor of the
company for the financial year 2022-23 on a remuneration
As per Regulation 34 of the SEBI (Listing Obligations and
of `50000/- plus applicable taxes and payment of such out
Disclosure Requirements) Regulations, 2015, a separate
of pocket expenses as approved by the Board of Directors of
section on Business Responsibility and Sustainability
Reporting forms a part of this Annual Report (refer pages to) the Company. In terms of the Act and Rules referred above
the remuneration payable to the cost auditor is required to
ANNUAL RETURN be placed before the members in a general meeting for their
The details forming part of the Annual Return in the prescribed ratification.
form MGT - 7 as per Section 92(3) of the Companies Act, Accordingly, a resolution seeking member’s ratification for the
2013 read with Rule 12 of the Companies (Management and remuneration payable to M/s GSVK & Co., Cost Accountants
Administration) Rules, 2014 is uploaded on the website of the is included at Item No. 3 of the notice convening the Annual
Company at http://www.sepc.in/Companies-Act-and-SEBI- General Meeting.
Compliances.aspx
SECRETARIAL AUDIT
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
Pursuant to the provisions of Section 204 of the Companies
Pursuant to Sections 177(9) and (10) of the Companies Act, Act, 2013 read with the Companies (Appointment and
2013 and Regulation 22 of the SEBI (Listing Obligations and
Remuneration of Managerial Personnel) Rules, 2014, the
Disclosure Requirements) Regulations, 2015, the Company
company has appointed Ms. Srinidhi Sridharan, of Srinidhi
has a Vigil Mechanism through a Whistle Blower Policy.
Sridharan & Associates, Company Secretary in Practice to
The details about the whistle blower policy are provided
undertake the Secretarial Audit of the Company. The Report of
in the Annual Report Disclosures under Regulation 34 and
the Secretarial Auditor is annexed herewith.
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. NOMINATION AND REMUNERATION COMMITTEE

CONSOLIDATED FINANCIAL STATEMENTS Pursuant to Section 178 of the Companies Act, 2013, during
the year, the Committee was reconstituted by the Board of
The Consolidated Financial Statements of the Company
Directors and the Committee has the following members:
prepared in accordance with Section 129(3) of the Companies
Act, 2013 and relevant Accounting Standards (AS) viz. AS Mrs. Chandra Ramesh - Chairperson#
21, AS 23 and AS 27 issued by the Institute of Chartered
Accountants of India form part of this Annual Report. Mr. Prabhakar Dattatraya Karandikar - Member*

AUDITORS Mr. Kodumudi Sambamurthi Sripathi - Member%

M/s. MSKA & Associates, Chartered Accountants (Regn. No. -
Dr. R Ravichandran Chairman***
105047W) had been appointed as Statutory Auditors of the
Company as per Section 139 of the Companies Act, 2013 for Dr. Arun Kumar Gopalaswamy - Member***
a period of 5 years from the conclusion of Seventeenth Annual
Mr. Abdulla Mohammad Ibrahim Hassan - Member***
General Meeting till the conclusion of Twenty-second Annual
Abdulla
General Meeting, by the members at the Annual General
Meeting held on August 24, 2017. #
Ceased to be Chairperson of the Committee w.e.f 23rd
Further, the members at the Annual General Meeting held on September, 2022
19th September, 2022 re-appointed M/s. MSKA & Associates, *Ceased to be Member of the Committee w.e.f 22nd September,
Chartered Accountants as the statutory auditors of the 2022
Company, for a second term of five consecutive years, from
the conclusion of the Twenty-second Annual General Meeting
%
Ceased to be Member of the Committee w.e.f 23rd September,
till the conclusion of the Twenty-seventh Annual General 2022
Meeting to be held in the year 2027. *** Reconstituted as Chairman and Members of the committee
COST AUDITORS w.e.f 24th September, 2022

Pursuant to Section 148 of the Companies Act, 2013 (Act) During the year, two meetings of Nomination and Remuneration
read with Rule 14 of Companies (Audit and Auditors) Rules, Committee were held on 24th June, 2022 and 27th December,
2014, (Rules) the Company is required to maintain cost 2022. The said committee has been empowered and
accounting records. Further, the cost accounting records authorized to exercise powers as entrusted under the
maintained by the Company are required to be audited. provisions of Section 178 of the Companies Act, 2013. The

Annual Report 2022-23 19

Company had laid out the policy on director’s appointment and PARTICULARS OF EMPLOYEES
remuneration including criteria for determining qualifications,
The ratio of remuneration of each Director to the median
positive attributes, independence of a director and other
of employees’ remuneration as per Section 197(12) of the
matters provided under sub section 3 of Section 178 of the
Companies Act, 2013 read with Rule 5 of the Companies
Companies Act, 2013. Policy on Criteria for Board Nomination
(Appointment & Remuneration of Managerial Personnel)
and Remuneration is available in the website of the Company
Rules, 2014 is provided in the Corporate Governance Report
under the link http://www.sepc.in/pdf/Criteria-for-Board-
as part of this Annual Report.
Nomination.pdf.
DISCLOSURE REQUIREMENTS
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company complies with all applicable mandatory
The Company is carrying accumulated losses for the last
Secretarial standards issued by the Institute of Company
3 years. However, the Corporate Social Responsibility
Secretaries of India
Committee was formed* based on the net worth of
the Company as per the Companies (Corporate Social None of the Auditors of the Company have reported any fraud
Responsibility Policy) Rules, 2014. as specified under second proviso of Section 143(12) of the
Companies Act 2013(including any statutory modification (s)
Policy on Corporate Social Responsibility is available in the
or re-enactment(s) thereof for the time being in force.
website of the Company under the link: http://www.sepc.in/
pdf/Policy-on-Corporate-Social-Responsibility-New.pdf The Company does not have any scheme or provision of money
for the purchase of its own shares by employees/ Directors
*Pursuant to Section 135(9) of the Companies Act, 2013,
or by trustees for the benefit of employees/ Directors and the
constitution of the CSR committee is not applicable and
Company has not issued equity shares with differential rights
accordingly w.e.f 27-12-2022 Corporate Social Responsibility
as to dividend, voting or otherwise.
Committee formed, was dispensed.
OTHER CONFIRMATIONS
SECRETARIAL STANDARDS
No application under the Insolvency and Bankruptcy Code,
The Institute of Company Secretaries of India has issued
2016 (IBC) was made on the Company during the year. Further,
Secretarial Standards (Meetings of the Board and General
no proceeding under the IBC was initiated or is pending
Meetings) on various aspects of corporate law and practices.
as at 31st March, 2023. There was no instance of one time
The Company has complied.
settlement with any Bank or Financial Institution.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
APPRECIATION & ACKNOWLEDGEMENTS
Management Discussion and Analysis Report, highlighting the
The Directors wish to thank the bankers for their continued
business details, is attached and forms part of this report.
assistance and support. The Directors also wish to thank
PROTECTION OF WOMEN AT WORK PLACE the Shareholders of the company for their continued support
even during these testing period. Further, the Directors also
The Company has in place Prevention of Sexual Harassment
wish to thank the customers and suppliers for their continued
Policy in line with the requirements of The Sexual Harassment
cooperation and support. The Directors further wishes to
of Women at the workplace (Prevention, Prohibition &
place on record their appreciation to all employees at all levels
Redressal) Act, 2013. Internal Complaints Committee (ICC)
for their commitment and their contribution.
has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy.
The following is the summary of sexual harassment For and on behalf of the Board
complaints during the year 2022-23.
Mr. Abdulla Mohammad Ibrahim Hassan Abdulla
No. of complaints received – Nil August 10, 2023. (DIN.09436100)
ChennaiChairman
No. of complaints disposed off– Not Applicable

20 Annual Report 2022-23

 TOP 10 EMPLOYEES
As per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 duly amended by the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2016

Whether
The percentage of
any such

Annual Report 2022-23

equity shares held by the
employee is
employee in the company
Nature of a relative of
as per the percentage of
Annual employment, Date of any director
Sl. Last employment equity shares held by the
EmpCode EmpName Designation CTC as on whether QUALIFICATION Experience commencement Age or manager
No. held employee in the company
31/03/2023 contractual or of employment of the
Companies (Appointment
otherwise; company and
and Remuneration of
if so, name of
Managerial Personnel)
such director
Rules,2014 Rule 5 (2)(iii)
or manage
55 Years
EXECUTIVE B.TECH(CIVIL), MD - Saag RR
1 EPC-1887 R.SRIRAM 1,12,00,080 On Roll 26 years 09/11/2014 04 0.0000 NO
DIRECTOR MS(CM) Infra Ltd
Months
MANAGING BE(Mech) with 65 Years MD - Hamon
Board
2 EPC-2305 N.K.SURYANARAYANAN DIRECTOR AND 72,00,000 Honours Diploma 42 years 24/09/2022 08 Shriram Cottrell 0.0000 NO
Member
CEO in Management Months Private Limited
Corporate
Financial
CHIEF 63 Years
BCOM/FCA/ Controller
3 EPC-1363 R.S.CHANDRASEKHARAN FINANCIAL 61,42,560 On Roll 35 years 06/02/2012 07 0.0000 NO
DIPIFR(ACCA-UK) - Shasun
OFFICER Months
Pharmaceuticals
Ltd
66 Years
PRESIDENT- AGM-Jindal
4 EPC-349 K.Chinnaraju 60,00,000 Contractual BEMECH 40 years 22/01/2007 01 0.0000 NO
PROJECTS stainless Ltd
Months
64 Years General Manager-
Senior Vice
5 EPC-476 D.ARIVALAGAN 58,47,240 Contractual BE-MECH 45 years 01/07/2005 11 Shriram PPR 0.0036 NO
president
Months Technology P Ltd
SR.VP AND 51 Years Sales Engineer-
6 EPC-812 KHADER NAWAZ KHAN HEAD-WATER 55,99,980 On Roll DCE 30 years 01/02/1995 02 Haffer Electro 0.0000 NO
INFRA Months Plast Pvt Ltd.
58 Years Manager-Nama
PRESIDENT- BTECH-
7 EPC-1832 R.VENKATARAMANAN 52,37,340 On Roll 40 years 18/10/2010 06 Chemicals 0.0000 NO
ENGINEERING CHEMICAL
Months group,KSA
VP-Company
SENIOR VICE 61 Years
Secretary - Orient
8 KEPC-2240 R.SRIDHARAN PRESIDENT- 47,32,980 Contractual BCOM/ ACS 44 years '01/04/2013 11 0.0008 NO
Green Power
LEGAL Months
Company Limited
Operations
CHEIF-HUMAN 65 Years
(In-charge) -
9 KEPC-337 G.RAMESH RESOURCE 46,41,480 Contractual BSC/DLM/(BL) 45 years 10/01/2007 11 0.0005 NO
Universal Group
MANAGEMENT Months
Inds.
VICE
60 Years Joint General
PRESIDENT-
10 KEPC-2306 K.MURALIKRISHNAN 45,02,338 Contractual BE(MECH) 35 years 05/11/2012 07 Manager (Mines) 0.0000 NO
BUSINESS

21
Months - IVRCL Ltd.
DEVELOPMENT
Form No. 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 statements of subsidiaries / associate companies / joint ventures
Part “A”: Subsidiaries
Information in respect of each subsidiary to be presented with Amounts in Rupees

Name of the Subsidiary Shriram EPC FZE

The date since when Subsidiary was acquired 23.05.2013

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period NA
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of
AED
foreign subsidiaries
Share capital 33.55

Reserves & surplus 78.18

Total assets 15617.43

Total Liabilities 15505.71

Investments NA

Turnover NA

Profit before taxation 640.8147

Provision for taxation NA

640.8147
Profit after taxation

Proposed Dividend NA

Percentage of shareholding 100%

Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet commence operations – SEPC Arabia Company Limited
2. Names of subsidiaries which have been liquidated or sold during the year – Nil

22 Annual Report 2022-23

Form No. AOC-1
Part B Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Shriram EPC
SEPC DRS ITPL Eurotech Mokul Shriram
Name of Associates or Joint Ventures
JV Environmental EPC JV
Pvt Ltd - JV
1. Latest audited Balance Sheet Date 31.03.2023 31.03.2023 31.03.2023
2. 
Date on which the Associate or Joint Venture was associated or 11.01.2017 08.12.2015 21.12.2011
acquired
3. Shares of Associate or Joint Ventures held by the company on the
year end :
i. amount of Investment in Associates or Joint Venture Nil Nil Nil
ii. extent of Holding (in percentage) 100% 100% 50%
4. Description of how there is significant influence Exercise of significant control over the project
5. Reason why the associate/Joint venture ls not consolidated. NA NA NA
6. Net worth attributable to shareholding as per latest audited Balance 19.40 42.61 (1,425.04)
Sheet ( Rs lakhs)
7. Profit or Loss for the year (Rs lakhs) 12.73 1.16 (4.13)
i. Considered in Consolidation YES YES YES
ii. Not Considered in Consolidation NA NA NA
1. Names of associates or joint ventures which are yet to commence operations. - NIL
2. Names of associates or joint ventures which have been liquidated or sold during the year - NIL

Annual Report 2022-23 23

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

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

(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date of approval by the Board
(g) Amount paid as advances, if any:
(h) D
 ate 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

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

(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements transactions including the value, if any:
(e) Date(s) of approval by the Board, if any:
(f) Amount paid as advances, if any:
NOTE: Form shall be signed by the persons who have signed the Board's report.

For and on behalf of the Board of Directors SEPC Limited

CIN: L74210TN2000PLC045167

Mr. Abdulla Mohammad Ibrahim Hassan Abdulla

(DIN.09436100)

24 Annual Report 2022-23

 Annexure to AOC-2
(A) List of related parties and description of relationship as identified and certified by the Company:

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

Entities exercising significant influence over the Company

SVL Ltd(upto 23rd September 2022)
Mark A B Investment LLC (effective from 24th September 2022)
Subsidiary
Shriram EPC FZE, Sharjah

Step Down Subsidiary

Shriram EPC Arkan LLC

Subsidiary of Entites exercising significant influence over the Company(upto 23rd September 2022)
Bharat Coal Chemicals Limited (BCCL)
Subsidiary of Entites exercising significant influence over the Company( Effective from 24th September 2022)
Mark AB Capital Investment India Private Limited
Enterprises under the joint control of the Entites exercising significant influence over the Company:
Leitwind Shriram Manufacturing Private Limited(upto 23rd September 2022)

Key management personnel

T.Shivaraman - Managing Director (upto 19th September 2022)
M.Amjad Shariff - Joint Managing Director (upto 19th September 2022)
N K Suryanarayanan- Managing Director (effective from 24th September 2022)
Other enterprises under the control of the key management personnel
Orient Green Power Company Limited (upto 20th September 2022)
Bharath Wind Farm Limited(upto 20th September 2022)
Beta Wind Farm Private Limited(upto 20th September 2022)
Amrit Enviornmental Technologies P Ltd(upto 20th September 2022)

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

Annual Report 2022-23 25

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

Entites exercising significant influence over the Company 2022-23 2021-22

SVL Ltd (upto 23rd September 2022)

Transfer of Advances / Receivables 7,433.87 2,793.80
Fund Received (Net) 2,454.85
Mark A B Investment LLC (effective from 24th September 2022)
Amount invested as Equity 35,000.00 -
Subsidiary of Entities’ exercising significant influence over the Company( Effective from
24th September 2022)
MARK AB Capital Investment India Private Limited( Effective from 24th September 2022) 900.00 -
Subsidiary
Shriram EPC FZE, Sharjah 700.00
Key Management Personnel (KMP)
Compensation of key management personnel
T.Shivaraman(upto 20th September 2022) 119.61 60.40
M.Amjad Shariff(upto 20th September 2022) 79.68 60.15
N K Suryanarayanan( Effective from 24th September 2022) 43.40 -
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
Joint Operations
(a) Larsen & Toubro Limited Shriram EPC JV
Company’s share in profit of Integrated Joint Ventures - 1.48
Company’s share in Loss of Integrated Joint Ventures 10.36 -
Funds Received - 390.77
(b) Shriram EPC Eurotech Environmental Pvt Ltd - JV
Progressive Billings/ Revenue 121.00 698.18
Expenses reimbursed by the party - 4.51
(c) SEPC DRS ITPL JV
Progressive Billings/ Revenue 102.00 1.99
(d) Mokul Shriram EPC JV
Progressive Billings/ Revenue - 8,624.17
Cost incurred for Materials and Labour - 8,624.17
Amount due (to)/from related party as on:
Advances / (Borrowings):
MARK AB Capital Investment India Private Limited (Effective from 24th September 2022) (900.00) 0.00
Leitwind Shriram Manufacturing Private Limited (Net of Provision for Expected Credit Loss
0.00 477.77
of `9,141.70 Lakhs (March 31, 2022: `9,141.70 Lakhs)
Receivables /(Payables):
Shriram EPC FZE, Sharjah 1,534.82 2,234.82
Amrit Enviornmental Technologies P Ltd 1,966.38 1,966.38
Larsen & Toubro Limited Shriram EPC JV (0.90) (0.90)
Mokul Shriram EPC JV 1,669.28 1,669.28

26 Annual Report 2022-23

Management Discussion and Analysis
Outlook of Infrastructure Industry: The infrastructure industry India and abroad. SEPC has a high level of Engineering
in India has experienced significant growth and development expertise to handle turnkey Engineering projects to
in recent years. The government has made it a priority to deliver complex projects with strict adherence to
invest in the infrastructure sector, aiming to spend US$ 1.4 deadlines and quality standards. The Water and sewer
trillion on infrastructure during 2019-2023. This investment is business consists of the following:
expected to drive sustainable development and propel India's
• Drinking water projects
economic growth.
• Sewerage Treatment projects
The infrastructure sector plays a crucial role in the country's
overall development, with a focus on areas such as roads, • Rehabilitation projects
waterways, railways, airports, and ports. There is a significant Drinking water projects generally consists of identifying
scope for new mining capacities in iron ore, bauxite, rare water source, constructing treatment plant, laying pipes
minerals and coal and considerable opportunities for to carry water from source to treatment plant and to
future discoveries of sub-surface deposits and continue to overhead tank and to individual houses.
provide lucrative business opportunities for steel, zinc, and
aluminium producers. The future of mining is underground, 
Sewerage treatment projects typically involves,
not only because metals and minerals close to the surface collection of sewerage from individual houses through
are increasingly rare, but because underground mines have a pipes, construction of sewerage treatment plant, laying
significantly lower environmental footprint. common pipeline to carry the sewerage collected
through to nearby water source to discharge the treated
The government's initiatives, such as the National sewerage water.
Infrastructure Pipeline (NIP) and the Smart Cities Mission, have
further boosted the growth of the sector. The infrastructure 
Rehabilitation projects are generally carried out in
industry is also witnessing increased foreign investment places where normal sewerage treatment project cannot
and collaboration, particularly with countries like Japan. The be carried out. These projects involve using special
outlook for the infrastructure industry in India is positive, with imported resins pumped into the existing pipeline to form
a strong emphasis on sustainable development and improved a layer and using mechanical pressure. This solidified
quality of life for citizens. resin is pushed in to form as a new pipe over the existing
dilapidated pipe. Finally, the old pipe will be removed and
The Company is an Engineering, Procurement, and sewerage will pass through the newly laid resin based
Construction (EPC) end-to-end solutions provider offering pipes.
multi-disciplinary services and project management solutions.
SEPC Limited (“SPEC") is focused on providing turnkey Road
solutions in the following business areas: SEPC has experience of laying road for Ministry of
1. Infrastructure Road Transport & Highways (MORTH) and using this
qualification SEPC proposes to bid for new projects and
a. Water & Sewer augment the sub business vertical.
b. Road 2. Process and Metallurgy
2. Process and Metallurgy Steel Plants
a. Process Plants SEPC has domain knowledge and good customer base
b. Steel Plants for having executed various projects in Integrated steel
plants in areas like Construction of Special Bar mills,
c. Mine Development
Sinter plants, Wire Rod mill, medium structural mills, hot
d. Power Plants strip mills, Coke oven, Coal chemical plants, Coal dust
injection system, air and oxygen turbo compressor, raw
1. Infrastructure Water & Sewer
material handling systems, secondary refining units etc.
SEPC, as an EPC Player in the last two decades have and have qualification to participate in this segment
executed various water and sewerage projects across along with technology provider. SEPC has also completed

Annual Report 2022-23 27

 the balance of plant and main equipment erection for a like steel, mining, roads, and renewable energy present
1.2 MTPA steel plant in Oman. lucrative business prospects. The government's focus
on making India self-reliant and achieving a US$ 5 trillion
Mine Development
economy by 2025 further supports the growth potential
SEPC has done mine development project using the of the infrastructure industry.
advanced Shaft Sinking technology for mine development
and qualified to do several types of mining and various 
Company Overview: SEPC Limited is an Engineering,
minerals like copper, gold, coal, chrome, manganese, Procurement, and Construction (EPC) company
uranium etc. headquartered in Chennai, Tamil Nadu. The company
offers end-to-end solutions and specializes in executing
Power Plants turnkey contracts in various sectors, including
SEPC has executed various types of Power projects like infrastructure, water & sewer, road, process plants,
conventional thermal power plant, Wind mill based power metallurgy, steel plants, mine development, and power
plant, Bio mass based power plant etc. plants. SEPC has a strong track record of executing
projects for government and private clients in sectors
Process Plants
such as water, process, metallurgy, thermal power,
Construction of process plants on turnkey basis is under and mining. SEPC has experienced management team
the sub business vertical of Specialised Industrial EPC and technical proficiency in providing cost-effective
segment. SEPC has done complete projects for cement, engineering solutions. The company's expertise, strong
Coal handling, Coal gasification, Cattle feed plants etc. management team, and focus on high-potential sectors
and have qualification to participate in this segment provide it with growth opportunities in the domestic and
along with technology provider on consortium basis. international markets.
We have more than two decades of experience in this SWOT Analysis:
field having executed projects in diversified sectors for
various companies as displayed below: Strengths:

Sector Clients 1. Technical Proficiency: SEPC has expertise in providing

high-end designing and engineering solutions, which has
Water Tamil Nadu Water Supply Board, Chennai helped the company establish a niche for itself in the
Metro Water Supply& Sewerage Board, market.
Kerala Water Authority, Gujarat Water
Supply and Sewerage Board, Drinking 2.  ell-established in high-potential sectors: The company
W
Water & Sanitation Department. has a proven track record in executing projects in sectors
like water, process, metallurgy, mines, and power plants,
Process & Metallurgy Steel Authority of India – Rourkela,
which offer significant growth opportunities.
Bokaro, Bhilai, Vizag, Durgapur, ISP, Moon Iron and Steel,
Oman 3. Skilled Management: SEPC has a strong management
team with rich experience, supported by an effective
Mine Development-- Hutti Gold Mines
board of directors.
Thermal Power --Suryadev Alloys, OPG Ltd, Birla White
Weaknesses:
Cements
1.  usiness Cycle Dependence: SEPC's business
B

Market Size: India's infrastructure expenditure is
performance is influenced by the overall business
estimated to reach US$ 1.4 trillion through the National
environment and economic conditions, making it
Infrastructure Pipeline (NIP) in the next five years. The
vulnerable to economic slowdowns.
infrastructure sector's capital expenditure is expected to
grow at a compound annual growth rate (CAGR) of 11.4% 2. Financial Position: The company's financial strength is
from FY21-26, driven by investments in water supply, impacted by external factors, and periodic support from
transport, and urban infrastructure. Various government promoters has been necessary to sustain operations.
flagship programs, such as the Har Ghar Jal program,
Opportunities:
Clean Ganga Mission, and Smart City Mission, provide
significant market opportunities for companies in the 1. Domestic Market: The government's infrastructure
infrastructure sector. Additionally, investments in sectors initiatives and flagship programs provide significant

28 Annual Report 2022-23

 opportunities for SEPC in areas like water, roads, steel, performance. Profit before tax (PBT) was positive at Rs.
mining, power, and renewable energy. 2,531.57 lakhs, compared to a loss of Rs. 22,092.37 lakhs in
the previous year. The company's financial position improved
2. International Markets: SEPC's exclusive arrangement
with the infusion of fresh equity and conversion of debt into
with INCO Engineering SRO Czech Republic and the
NCD/CCDs as part of the RP.
establishment of a subsidiary in Saudi Arabia open doors
for international expansion in sectors like oil and gas, Human Resources and Industrial Relations: SEPC had a
water, process plants, etc. manpower strength of 251 employees as of March 31, 2023.
The company maintains a conducive and safe working
Threats:
environment, provides continuous learning opportunities, and
Regulatory and Political Risk: SEPC operates in a dynamic emphasizes training and skill development programs. The
business environment where sudden policy changes or company has a good track record in industrial relations, with
regulatory withdrawals can impact the company's operations no significant issues reported. The employees support the
and profitability. company's management efforts, resulting in a low level of
Internal control systems and their adequacy. attrition.

The company has a strong internal control system in place, Key Financial Ratios: Several key financial ratios have shown
including an independent internal audit function and well- improvement compared to the previous financial year:
established risk management processes. The internal auditor 1. 
Debtors Turnover: Incresed turnover and reduction in
reports directly to the Chairman of the Audit Committee, debtors led to a 28% increase in the debtors’ turnover
ensuring independence. The audit committee reviews the ratio.
adequacy of controls, considering the size of the business. 2. 
Current Ratio: The current ratio improved by 122%
The company believes in fostering a culture of controls, due to the reduction in current liabilities following the
accountability, and ethical behaviour among all employees. implementation of the RP.
The overall aim of the internal control framework is to ensure
3. Debt Equity Ratio: The debt equity ratio improved by 71%
effective operations aligned with strategic goals, as well as
due to the infusion of fresh equity and conversion of debt
accurate and timely financial reporting and management
into NCD/CCDs.
information.
4. Return on Net Worth: The return on net worth improved
Financial Performance: from negative to positive due to increased operations
SEPC's financial performance has shown improvement in FY and infusion of fresh equity.
2022-23, driven by increased revenue, reduction in interest 5. Interest coverage ratio: The interest coverage ratio has
costs, and the implementation of the RP. been improved from (0.78) times to 1.37 times from
In FY 2022-23, SEPC recorded a 15% increase in consolidated 2021-22 to 2022-23.
revenue compared to the previous year. Gross margin improved 6. Operating profit margin: The operating profit margin has
from 14% to 20%, and EBITDA increased to Rs. 9,186.06 been improved from 14% in 2021-22 to 20% in 2022-23.
lakhs from a loss of Rs. 9,941.33 lakhs in the previous year. 7. Inventory Turnover for 2022-23 it is 1 compared to 0.9 in
The implementation of the Resolution Plan (RP) resulted in a 2021-22.
reduction in interest costs, contributing to improved financial 8. Net Profit Margin for 2022-23 it is 0.05 compared to -0.68
in 2021-22

Annual Report 2022-23 29

Corporate Governance Report
[Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015]

Company’s philosophy on Corporate Governance with the provisions of Section 149 of the Companies Act, 2013
and Regulation 16(1) (b) of SEBI Listing Regulations.
The Company has consistently aimed at developing a
formalised system of Corporate Governance. We believe that it The Company has an appropriate size of the Board for
is imperative and non-negotiable for a world class Company to strategic discussion and avails benefit of diverse experience
adopt transparent accounting policies, appropriate disclosure and viewpoints. The Board comprises of qualified members
norms, best-in-class board practices and consistent high to bring in the required skills, competence and expertise that
standards of corporate conduct towards its stakeholders. allow them to make effective contributions to the board and
its committees. The composition of Board is in conformity
The Company adopts practices mandated in SEBI (Listing
with Regulation 17 of SEBI Listing Regulations.
Obligations and Disclosure Requirements) Regulations,2015
(hereinafter “SEBI Listing Regulations”)under Corporate As on 31st March, 2023 composition of Board is as follows:
Governance and by establishing procedures and systems to
be fully compliant with it. Periodic review of the procedures Mr. Abdulla Mohammad - Non Executive – Non
Ibrahim Hassan Abdulla Independent, Chairperson
and systems are done in order to ensure continued relevance, related to Promoter
effectiveness and responsiveness to the needs of the
Mr. N K Suryanarayanan - Managing Director & CEO
Shareholders.
Dr. R Ravichandran - Non Executive - Independent
SEPC is committed with the core values of integrity, Director
passion, responsibility, quality and respect in dealing with all Dr. Arun Kumar - Non Executive - Independent
stakeholders of the Company. Gopalaswamy Director
Mr. Rajesh Kumar Bansal - Non Executive - Independent
The Company discloses information regarding its financial Director
position, performance and other vital matters with
Ms. Gayathri Sundaram - Non Executive - Independent
transparency, fairness and accountability on timely basis Director
and the Company is in compliance with the requirements
Changes in Composition of Board during the year:
stipulated under SEBI Listing Regulations with regard to
the Corporate Governance, applicable for the financial year (1) Appointment:
2022 - 23. In compliance with the disclosure requirements of
The Board pursuant to the recommendations of Nomination
Regulation 34 of the SEBI Listing Regulations, the details are
and Remuneration Committee appointed the following
set out below:
Directors at its meeting held on 24th June, 2022, subject to
BOARD OF DIRECTORS the approval of Members of the company, on account of the
restructuring process as per the resolution plan approved
The Board is entrusted and empowered to oversee the
by the consortium of Lenders of the Company as per the
management, direction and performance of the Company with
Prudential Framework for Resolution of Stressed Assetsby
a view to protect interest of the stakeholders and enhance
Reserve Bank of India Circular dated June 7, 2019 (hereinafter
value for shareholders.
referred as “Resolution Plan”).
Composition of Board
Mr. Abdulla Mohammad - Additional (Non-Executive)
As at 31st March, 2023 the Board comprises of six directors Ibrahim Hassan Abdulla Director
out of which there is one (1) Managing Director & CEO. Out Mr. N K Suryanarayanan - Additional (Non-Executive)
of the five Non-Executive Directors, four (4) including one- Director
woman director are independent Directors and one (1) non- Dr. R Ravichandran - Additional (Independent)
independent director. Director

As on 31st March, 2023 and as on date of this Report, the Dr. Arun Kumar - Additional (Independent)
Gopalaswamy Director
Company is in compliance with Regulations 17(1)(a) and 17(1)
(b) of the SEBI Listing Regulations pertaining to composition Consequently at the 22nd Annual General Meeting the
of the Board of Directors. The Company is also in compliance company held on 19th September, 2022, the shareholders

30 Annual Report 2022-23

of the company approved the appointment of the aforesaid b) Capital budgets and any updates thereof;
directors.
c) 
Quarterly results for the Company and business
Further, the Board at its meeting held on 24th September, segments;
2022 re-designated Mr. N K Suryanarayanan (DIN: 01714066)
d) Minutes of the meetings of the Audit Committee, other
as Managing Director and Chief Executive Officer w.e.f 24th
Committees of the Board and minutes of meetings of
September, 2022,subject to the approval of Members of
Subsidiary Companies, if any;
the company. Subsequently, the members of the company
vide Postal Ballot dated 22nd December, 2022 approved his e) 
The information on recruitment and remuneration of
re-designation. senior officers just below the level of Board, including the
appointment or removal of Chief Financial Officer and
Further, the Board pursuant to the recommendations of Company Secretary;
Nomination and Remuneration Committee appointed Mr.
Rajesh Kumar Bansal (DIN: 09634747) and Ms. S Gayathri f) Show cause, demand, prosecution notices and penalty
(DIN: 09634747)as Additional (Independent) Directors on 18th notices, which are materially important;
January, 2023 and 30th January, 2023 respectively, subject to g) Fatal or serious accidents, dangerous occurrences, any
the approval of Members of the company. Subsequently, the material effluent or pollution problems;
members of the company vide Postal Ballot dated 12th April,
h) Any material default in financial obligations to and by the
2023 approved their appointment.
Company or substantial non-payment for goods sold by
(2) Retirement: the Company;

Consequent to the withdrawal of Nomination by Punjab i) 

Any issue, which involves possible public or product
National Bank,Mr. Kallika Prasad Agarwal (DIN: 08577405) liability claims of substantial nature, including any
ceased to be Non Executive – Nominee director w.e.f 23rd judgment or order, which may have passed strictures on
June, 2022. ` the conduct of the Company or taken an adverse view
regarding another enterprise that can have negative
Consequent to the completion of their respective terms, Mr.
implications on the Company;
T Shivaraman (DIN: 01312018), Managing Director & CEO
and Mr. M Amjat Shariff (DIN: 00009562), Joint Managing j) Making of loans and investment of surplus funds;
Director, retired from the Board on the close of business hours
k) General notices of interests of Directors;
of19thSeptember, 2022.
l) Constitution/Reconstitution of Board Committees;
(3) Resignation:
m) Appointment, remuneration and resignation of Directors;
Mr. P D Karandikar (DIN: 01312018) resigned from the
position of Non Executive – Independent Chairman w.e.f 22nd n) Dividend declaration;
September, 2022 on account of his advanced age and other o) Significant changes in accounting policies and internal
personal reasons. controls;
Ms. Chandra Ramesh (DIN: 00938694) andMr. K S Sripathi p) Details of any joint venture or collaboration agreements;
(DIN: 02388109), Non Executive– Independent Directors and
q) Transactions that involve substantial payment towards
Mr. S Bapu (DIN: 02541697)Non Executive–Non–Independent
goodwill, brand equity or intellectual property;
Director resigned from their positions on account of the
restructuring process as per the resolution plan on 23rd r) Significant labour problems and their proposed solutions,
September, 2022. The directors have further confirmed that any significant development on human resources,
there are no other material reasons or grounds for their industrial relations front like signing of wage agreement,
resignations other than as provided above. implementation of voluntary retirement scheme etc.;

Information provided to the Board s) Sale of investments, subsidiaries, assets, if any, which are
material in nature and not in normal course of business.
Among others,information shared to the Board includes:
t) Quarterly details of foreign exchange exposures and the
a) Annual operating plans of businesses and budgets and
steps taken by management to limit the risks of adverse
any updates thereof;
exchange rate movement, if material;

Annual Report 2022-23 31

u) Non-compliance of any regulatory, statutory nature or important matters and views of all directors are considered
listing regulations and shareholders’ service, such as before taking a decision. The Board composition has the right
non-payment of dividend, delay in share transfer, if any, mix of knowledge and skills required to drive organizational
and others; performance. Meetings are scheduled with adequate notice
and are conducted as per defined schedules. The Board
v) 
Declaration of Independent Directors at the time of
meetings are adequate and directors are provided opportunity
appointment / annual declaration;
to suggest agenda items for the Board/Committees, allowing
w) Takeover of a Company or acquisition of a controlling of appropriate time for critical issues. The Board prioritizes
a substantial stake in another Company; organizational needs. The Board provides feedback to
management. The Board members are aware of their Roles,
x) Appointment of and fixing of remuneration of the Auditors
duties, responsibilities, liabilities and powers. The materials
as recommended by the Audit Committee;
sufficiently cover the subject and are sent adequately in
y) Annual financial results of the Company, Auditors ‘Report advance to allow Board to understand the information. The
and the Report of the Board of Directors; Board is effective in establishing a corporate governance that
promotes timely and effective disclosure, fiscal accountability,
z) Compliance Certificates for all the laws as applicable to
high ethical standards and compliance with applicable laws
the Company; and
and regulations. The internal control systems are effective
aa) CSR activities carried out by the Company and expenditure for identifying material risks and reporting material violations
made there on as and when applicable. of policies. The Board has the desired diversity in terms
of expertise and knowledge, gender etc. to discharge its
The Board of Directors of the Company is presented with
responsibilities. The minutes adequately capture the Board
detailed notes, along with the agenda papers, well in advance
deliberations and directions and are circulated to the directors
of the meeting. All material information is incorporated in the
well in advance for their review. The management periodically
agenda for facilitating meaningful and focused discussions
updates the Board on the action taken on the directions given
at the meeting. In special and exceptional circumstances, by the Board.
additional or supplementary items on the agenda are permitted
with the permission of the Chairman and unanimous consent Key Managerial Personnel
of the directors present in the meeting. The Board periodically Mr. N K Suryanarayanan, MD & CEO, Mr. R S Chandrasekharan,
reviews compliance reports of laws applicable to the Company, Chief Financial Officer (CFO)and Mr. T. Sriraman, Company
prepared and placed before the Board by the Management. Secretary & Compliance Officer are the Key Managerial
The Board Meetings are conducted with sufficient focus on Personnel of the Company.

Board meeting attendance

No. of Meetings No. of Meetings Present at Previous

Members
held Attended AGM
Mr. Abdulla Mohammad Ibrahim Hassan 7 4 No
Mr. N K Suryanarayanan 7 6 Yes
Dr. R Ravichandran 7 6 Yes
Dr. Arun Kumar Gopalaswamy 7 6 No
Mr. Rajesh Kumar Bansal 7 1 NA
Ms. Gayathri Sundaram 7 1 NA
Mr. T Shivaraman - Managing Director & CEO
@
7 3 Yes
Mr. M Amjat Shariff @ - Joint Managing Director 7 3 Yes
Mr. P D Karandikar^^ - Non Executive - Independent 7 3 Yes
Ms. Chandra Ramesh - Non Executive - Independent
$
7 3 Yes
Mr. K S Sripathi - Non Executive - Independent
$
7 3 Yes
Mr. S Bapu - Non Executive – Non Independent
$
7 3 Yes

32 Annual Report 2022-23

^ Re-designated as Managing Director & CEO w.e.f 24th September, 2022

@ Retired w.e.f 19th September, 2022

$ Resigned w.e.f 23rd September, 2022

^^Resigned w.e.f 22nd September, 2022

The composition of the Board and the number of other directorships held by each of the Directors is given in the table below:

Directorship ++Committees
including Name of the listed entity and
Name of Director Position
Private Limited category of Directorship Member Chairman
Companies
Mr. Abdulla Mohammad Non-executive Non- 3 1. SEPC Limited – Non- 0 0
Ibrahim Hassan Abdulla Independent Director Executive Non-Independent
Director
Mr. N K Suryanarayanan Managing Director & CEO 1 SEPC Limited – Managing 2 0
Director & CEO
Dr. R Ravichandran Independent Director 2 SEPC Limited – Non-Executive 2 1
Independent Director
Dr. Arun Kumar Independent Director 1 SEPC Limited – Non-Executive 2 1
Gopalaswamy Independent Director
Mr. Rajesh Kumar Independent Director 1 SEPC Limited – Non-Executive 0 0
Bansal Independent Director
Ms. Gayathri Sundaram Independent Director 1 1. SEPC Limited – Non- 2 0
Executive Independent
Director
Mr. P D Karandikar^^ Non – Executive & 3^^ 1. SEPC Limited – Non- 2 1
Independent Chairman Executive Independent
Director
Mr. T. Shivaraman@ Executive - Managing 3@ 1. Orient Green Power 1 0
Director& CEO Company Limited – Managing
Director & CEO
2. SEPC Limited – Managing
Director & CEO
Mr. M Amjat Shariff@@ Executive –Joint Managing 2@@ 1. SEPC Limited – Joint 0 0
Director Managing Director
Mr. S Bapu** Non-Executive & Non - 1** 1. SEPC Limited – Non- 1 0
Independent Director Executive Non-Independent
Ms. Chandra Ramesh$ Non-Executive 5$ 1. Orient Green Power 2 0
&Independent Director Company Limited – Non-
Executive Independent
Director
2. SEPC Limited – Non-
Executive Independent
Director

Annual Report 2022-23 33

 Directorship ++Committees
including Name of the listed entity and
Name of Director Position
Private Limited category of Directorship Member Chairman
Companies
Mr. K S Sripathi$$ Non – Executive & 3$$ 1. Trigyn Technologies Limited 2 1
Independent Director – Non-Executive
Independent Director
2. SEPC Limited – Non-
Executive Independent
Director
3. Orient Green Power
Company Limited – Non-
Executive Independent
Director
Mr. K P Agarwal$$$ Nominee Director 0 1. SEPC Limited – Nominee 0 0
Director
@Retired w.e.f 19th September, 2022 & Directorships as on 19th September, 2022.
@@Retired w.e.f 19th September, 2022 & Directorships as on 19th September, 2022.
**Resigned w.e.f 23rd September, 2022 & Directorships as on 23rd September, 2022.
$Resigned w.e.f. 23rd September, 2022 & Directorships as on 23rd September, 2022
$$Resigned w.e.f. 23rd September, 2022
$$$Nomination withdrawn w.e.f. 23rd June, 2022
++Only membership in the Audit Committee and Stakeholders Relationship Committee of public companies.
Inter-se relationship between Directors - Nil
Other Directorships do not include alternate directorships, Section 8 of Companies Act, 2013 and of companies incorporated
outside India.

Meeting of Board of Directors Independent Directors are appointed as per the Governance
guidelines of the Company, with management expertise and
During the year 2022-23, 7(seven) meetings of the Board of
wide range of experience. The Directors appointed by the
Directors, were held on 30th May, 2022, 24th June, 2022, 13th
Board are given induction and orientation with respect to the
August, 2022, 24th September, 2022, 14th November, 2022, Company’s vision, strategic direction, core values, including
27th December, 2022 and 09th February, 2023. ethics, corporate governance practices, financial matters
The maximum time gap between any two consecutive and business operations. The new Board members are also
meetings did not exceed 120 days. requested to access the necessary documents / brochures,
Annual Reports and internal policies available at our website
Number of shares and convertible instruments held by Non- http://www.sepc.in/ to enable them to familiarize with the
Executive Directors Company’s procedures and practices.
None of the Non-Executive Directors except Dr. Arun Kumar Periodic presentations are made by Senior Management at
Gopalaswamy (500 Equity Shares) hold any equity shares of the Board/Committee meetings on business and performance
the Company. updates of the Company, global business environment,
business risks and its mitigation strategy, impact of regulatory
Familiarisation programme of Independent Directors changes on strategy etc. Updates on relevant statutory
The Independent Directors of SEPC are eminent personalities changes encompassing important laws are regularly intimated
having wide experience in the field of business, finance, to the directors.
education, industry, commerce and administration. Their The details of the Familiarisation Programme are placed on
presence on the Board has been advantageous and fruitful in the website of the Company at http://www.sepc.in/pdf/Policy-
taking business decisions. on-Familiarisation-Programme.pdf

34 Annual Report 2022-23

Key Board qualifications, expertise and attributes
The Board members are committed in ensuring that the Board of Directors acts in compliance with the highest standard of
Corporate Governance. In the table below the specific areas of focus or expertise of individual Board members have been
highlighted. In the absence of a mark against a member’s name does not necessarily mean that the member does not possess
the corresponding qualification or skill. A chart setting out the skills/expertise/competence of the Board of Directors is as follows:

Skills/expertise/competencies

Name of Director Strategy, Governance,

Information Public
planning & policy risk & Financial Infrastructure
technology policy
development Compliance
Mr. Abdulla Mohammad Ibrahim
     
Hassan Abdulla
Mr. N K Suryanarayanan      
Dr. R. Ravichandran      
Dr. Arun Kumar Gopalaswamy      
Mr. Rajesh Kumar Bansal      
Ms. Gayathri Sundaram      

Declaration by Independent Directors 18 read with Part C of Schedule II of the SEBI Listing
Regulations,pertaining to the Audit Committee. Its functioning
The Company has received necessary declarations from each
is as under:
independent director under Section 149(7) of the Companies
Act, 2013, that they meet the criteria of independence laid down A. Composition of the Committee
in Section 149(6) of the Companies Act, 2013 and Regulation

The Audit Committee presently consists of three
16(1) (b) and 25 of the SEBI Listing Regulations. The Board
Directors Two Non- Executive Independent Directors and
confirms that, in its opinion, the independent directors fulfill
One Executive Director,Dr. Ravichandran Rajagopalan, is
the conditions as specified and they are independent of the
the Chairman, Dr Arun Kumar Gopalaswamy and Mr. N
management.
K Suryanarayanan are members of the Committee.All
Performance evaluation of Independent Directors members of the Committee are financially literate and
having the requisite financial management expertise;
The Board evaluated the performance of Independent Directors
The Chairman of the Audit Committee is an Independent
based on their commitment towards attending the meetings
Director;
of the Board/ Committees, contribution and attention to the
affairs of the Company and their overall performance. The B. Meeting of Audit Committee
evaluation process of Independent Directors is detailed below:
During the year, the Audit Committee had met Ten (10)
Evaluation Process times on 30thMay, 2022, 24th June, 2022, 13thAugust,
2022, 22nd August, 2022, 07thSeptember, 2022,
In conformity with the requirement of the Act, the performance
16thSeptember, 2022, 24thSeptember, 2022, 14th
evaluation of all the Independent Directors shall be done by
November, 2022, 02nd Feb, 2023 and 09th February,
the entire Board of Directors, excluding the director being
2023 and not more than one hundred and twenty days
evaluated. Further, Independent Directors are required to
elapsed between two meetings.
evaluate the performance of non – Independent Directors
and Board as a whole. A separate meeting of the Independent C. The role of the Audit Committee
Directors for the financial year 2022-23 was held on 28th
1. Oversight of the company’s financial reporting
March 2023. To enable directors to evaluate their individual
process and the disclosure of its financial
performance as well as the collective performance of the
information to ensure that the financial statement is
Board and Chairperson, the Company has developed a
correct, sufficient and credible;
framework for evaluating Board’s effectiveness, directors’ and
Chairperson’s performance. 2. 
Recommendation for appointment, remuneration
and terms of appointment of auditors of the
Audit Committee
company;
The Company complies with Section 177 of the Companies
3. Approval of payment to statutory auditors for any
Act, 2013 as well as requirements under the Regulation
other services rendered by the statutory auditors;

Annual Report 2022-23 35

 4. 
Reviewing, with the management, the annual 13. Reviewing the adequacy of internal audit function,
financial statements and auditor's report thereon if any, including the structure of the internal audit
before submission to the board for approval, with department, staffing and seniority of the official
particular reference to: heading the department, reporting structure
coverage and frequency of internal audit;
 Matters required to be included in the Director’s
Responsibility Statement to be included in 14. Discussion with internal auditors of any significant
the Board’s report in terms of clause (c) of findings and follow up there on;
subsection 3 of section 134 of the Companies
15. Reviewing the findings of any internal investigations
Act, 2013;
by the internal auditors into matters where there is
 Changes, if any, in accounting policies and suspected fraud or irregularity or a failure of internal
practices and reasons for the same; control systems of a material nature and reporting
the matter to the board;
 Major accounting entries involving estimates
based on the exercise of judgment by 16. Discussion with statutory auditors before the audit
management; commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area
 Significant adjustments made in the financial
of 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 System including Risk Policy, Risk
5. 
Reviewing, with the management, the quarterly
Process (Risk Identification, Assessment, Mitigation
financial statements before submission to the
and Monitoring) and Risk Registers, laid down by the
board for approval;
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 of after assessing the qualifications, experience and
a public issue or rights issue or preferential issue background, etc. of the candidate;
or qualified institutions placement, and making
21. Carrying out any other function as is mentioned in
appropriate recommendations to the Board to take
the terms of reference of the Audit Committee.
up steps in this matter;
22. reviewing the utilization of loans and/ or advances
7. Review and monitor the auditor’s independence and
from/investment by the holding company in the
performance, and effectiveness of audit process;
subsidiary exceeding rupees 100 crore or 10% of
8. Approval or any subsequent modification of the asset size of the subsidiary, whichever is lower
transactions of the company with related parties; including existing loans / advances / investments
existing as on the date of coming into force of this
9. Scrutiny of inter-corporate loans and investments;
provision.
10. Valuation of undertakings or assets of the company,
23. 
Considering and commenting on rationale, cost-
wherever it is necessary
benefits and impact of schemes involving merger,
11. Evaluation of internal financial controls and risk demerger, amalgamation etc., on the listed entity
management systems; and its shareholders.
12. Reviewing, with the management, performance of 24. investigate any activity within its terms of reference.
statutory and internal auditors, adequacy of the
25. To seek information from any employee.
internal control systems;

36 Annual Report 2022-23

 26. To obtain outside legal or other professional advice. 1. 
Formulation of the criteria for determining
qualifications, positive attributes and independence
27. 
To secure attendance of outsiders with relevant
of a director and recommend to the Board a policy,
expertise, if it considers necessary.
relating to the remuneration of the directors, key
The Audit Committee had been reconstituted during the year managerial personnel and other employees;
in the meeting of Board of Directors held on 24th September,
2022 the details of the same and number of meetings attended 2. For every appointment of an independent director,
by the Members during the year are given below: the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge
Members No. of No. of and experience on the Board and on the basis
Meetings Meetings of such evaluation, prepare a description of the
held Attended role and capabilities required of an independent
Dr. R Ravichandran – Chairman*** 10 4 director. The person recommended to the Board for
Dr. Arun Kumar Gopalaswamy – 10 4 appointment as an independent director shall have
Member*** the capabilities identified in such description. For
Mr. N K Suryanarayanan – Member 10 4 the purpose of identifying suitable candidates, the
*** Committee may:
Mr. P D Karandikar – Chairman* 10 3 a. 
use the services of an external agencies, if
Mr. S Bapu – Member** 10 6 required;
Ms. Chandra Ramesh – Member** 10 6 b. 
consider candidates from a wide range of
Mr. K S Sripathi – Member** 10 6 backgrounds, having due regard to diversity;
and
*Ceased w.e.f 22nd September, 2022
**Ceased w.e.f 23rd September, 2022 c. 
consider the time commitments of the
candidates.
*** Appointedw.e.f 24th September, 2022
3. Formulation of criteria for evaluation of Independent
Mr. T. Sriraman, Company Secretary, is the Secretary of the
Directors and the Board;
Audit Committee.
4. Devising a policy on Board diversity; and
The erstwhile Chairman of the Audit Committee Mr. P D
Karandikar was present at the last Annual General Meeting 5. Identifying person who may be appointed in senior
held on 19th September, 2022. management in accordance with the criteria
laid down, and recommend to the Board their
Nomination and Remuneration Committee
appointment and removal. The company shall
A. Constitution disclose the remuneration policy and the evaluation
The Nomination and Remuneration Committee of the criteria in its Annual Report.
Board has been constituted as per the requirements of 6. 
whether to extend or continue the term of
Section 178 of the Companies Act, 2013 and Regulation appointment of the independent director, on the
19 of the SEBI Listing Regulations. basis of the report of performance evaluation of

The Nomination and Remuneration Committee has independent directors.
been reconstituted during the year and now comprises 7. 
Recommend to the board, all remuneration, in
of Dr. R Ravichandran as Chairman, Dr. Arun Kumar whatever form, payable to senior management.
Gopalaswamy & Mr. Abdulla Mohammad Ibrahim Hassan
Abdulla, as members of the Committee. Meetings and attendance during the year: During the year, two
meetings of Nomination and Remuneration Committee were
The Chairperson of the committee was present at the held on 24th June, 2022 and 27th December, 2022.
Annual General Meeting.
The Nomination and Remuneration Committeehas been
B. Terms of reference
reconstituted during the yearat the meeting of Board of
Terms of reference of the Nomination and Remuneration Directors held on 24th September, 2022 the details of the
Committee includes: same and number of meetings attended by the Members
during the year are given below:

Annual Report 2022-23 37

 Members No. of No. of Non-Executive Directors Ratio to Median Remuneration
Meetings Meetings (Including erstwhile directors)
held Attended
Mr. P D Karandikar - 0.21
Dr. R Ravichandran – Chairman*** 2 1
Mr. S Bapu - 0.42
Dr. Arun Kumar Gopalaswamy – 2 1
Ms. Chandra Ramesh - 0.32
Member***
Mr. K S Sripathi - 0.46
Mr. Abdulla Mohammad Ibrahim 2 1
Hassan Abdulla – Member*** Dr. R. Ravichandran - 0.39
Dr. Arun Kumar Gopalaswamy - 0.47
Mrs. Chandra Ramesh-Chairperson** 2 1
Mr. Rajesh Kumar Bansal - 0.03
Mr. Prabhakar Dattatraya Karandikar 2 1
- Member* Ms. Gayathri Sundaram - 0.03

Mr. Kodumudi Sambamurthi Sripathi 2 1 Executive Directors (Including erstwhile directors)

– Member** Mr. T Shivaraman - 5.94
**Resigned w.e.f 23rd September, 2022 Mr. Amjat Shariff - 5.94
*Resignedw.e.f 22nd September, 2022 Mr. N K Suryanarayanan - 9.83
*** Appointed w.e.f 24th September, 2022 (b) the percentage increase in remuneration of each Director,
C. Remuneration policy Chief Executive Officer, Chief Financial Officer, Company
Secretary or Manager, if any, in the financial year;
The Remuneration policy is a comprehensive policy
which is competitive, in consonance with the industry Name of person % increase to remuneration (Including
practices and rewards good performance of the erstwhile directors)
employees of the Company. The policy ensures equality, Mr. P D Karandikar - Nil
fairness and consistency in rewarding the employees
Mr. S Bapu - Nil
on the basis of performance against set objectives.
Ms. Chandra Ramesh - Nil
The Company endeavors to attract, retain, develop and
motivate a high performance workforce. The Company Mr. K P Agarwal - Nil
follows a compensation mix of fixed and variable pay. Mr. K S Sripathi - Nil
Individual performance pay is determined by business Mr. T Shivaraman, MD & CEO - Nil
performance and the performance of the individuals Mr. Amjat Shariff, JMD - Nil
measured through the annual appraisal process. Mr. Abdulla Mohammad Ibrahim Hassan Abdulla - Nil
D. Remuneration to Executive Directors Mr. N K Suryanarayanan - Nil
Dr. R. Ravichandran - Nil
Amount ( Rs. in Lakhs)
Dr. Arun Kumar Gopalaswamy - Nil
Details of Mr. T Mr. Amjat Mr. N K
Remuneration Shivaraman Shariff Suryanarayanan, Mr. Rajesh Kumar Bansal - Nil
(MD&CEO)* (JMD)* (MD & CEO)** Ms. Gayathri Sundaram - Nil
Salary 29.07 29.07 43.40 Mr. R.S. Chandrasekharan, CFO - Nil
Allowances and Mr. T. Sriraman, Company Secretary & Compliance Officer - Nil
- - -
Perquisites
Number of (c) the median remuneration of employees in the financial
285,685 282,974 0 year 2022-23 was Rs. 489,190 compared to Rs. 490,690
Shares held
* Retired on 19th September, 2022 for 2021 - 22.

** Re-designated as the (MD & CEO) of the Company w.e.f (d) 

the number of permanent employees on the rolls of
24th September, 2022 company 251

PARTICULARS OF REMUNERATION (e) Remuneration to Non-Executive Directors

The information required under Section 197 of the Act and Remuneration by way of Sitting Fees is paid to Directors at
the Rules made there-under, in respect of employees of the Rs.15,000/- for attending each Meeting of the Board and
Company, is follows: - Rs. 10,000/- for attending each Committee Meetings i.e. for
Audit Committee, Stake holder’s relationship committee,
(a) 
the ratio of the remuneration of each director to the
median remuneration of the employees of the company Nomination & Remuneration Committee, Risk Management
for the financial year; Committee, Borrowing Committee and Allotment Committee.

38 Annual Report 2022-23

*** The Company affirms that the remuneration is in During the year, 4 (four) meetings of the Stakeholders
compliance with its Remuneration policy. Relationship Committee were held on 30th May, 2022, 13th
TOP 10 EMPLOYEES Refer Annexure August, 2022, 14th November 2022 and 09th February 2023.

Payment of sitting fee to the Non-Executive Directors for the The Stakeholders Relationship Committee been reconstituted
year ended 31st March, 2023 is as under: during the year at the meeting of Board of Directors held on
24th September, 2022. The details of the same and number of
Names of Directors Sitting fees paid for
Board and Committee meetings attended by the Members during the year are given
Meetings (Rs.) below:
Board Committee
Members No. of No. of
Mr. N K Suryanarayanan^^^ 15,000 -
Meetings Meetings
Dr. Ravichandran Rajagopalan*** 90,000 90,000 held Attended
Dr. Arun Kumar Gopalaswamy*** 90,000 1,40,000 Dr. Arun Kumar Gopalaswamy – 4 2
Mr. Rajesh Kumar Bansal^ 15,000 NA Chairman***
Ms. Gayathri Sundaram^^ 15,000 NA Dr. R Ravichandran – Member*** 4 2
Mr. P D Karandikar* 45,000 60,000
Mr. N K Suryanarayanan – 4 2
Mr. S Bapu** 45,000 1,30,000 Member***
Ms. Chandra Ramesh** 45,000 1,10,000
Mr. K S Sripathi – Chairman** 4 2
Mr. K S Sripathi** 45,000 1,50,000
Mr. P D Karandikar– Member* 4 2
Total 3,90,000 6,80,000
^^^Sitting fees details prior to re-designation as MD & CEO Ms. Chandra Ramesh– Member** 4 2

**Resigned w.e.f 23rd September, 2022 *** Appointed w.e.f 24th September, 2022
*Resigned w.e.f 22nd September, 2022
**Ceased w.e.f 23rd September, 2022
*** Appointed w.e.f 24th September, 2022
*Ceased w.e.f 22nd September, 2022
^ Appointed w.e.f 18th January, 2023
^^Appointed w.e.f 30th January, 2023 (B) Role of the Committee:

(i) There has been no pecuniary relationship or transactions (1) Resolving the grievances of the security holders of the
other than above of the Non-Executive Directors vis-à-vis listed entity including complaints related to transfer/
the Company during the year under review. Given below is transmission of shares, non-receipt of annual report,
the list of skills, expertise, competencies of the Individual non-receipt of declared dividends, issue of new/duplicate
Directors on the board
certificates, general meetings etc.
(ii) Criteria of making payments to non-executive directors is
(2) Review of measures taken for effective exercise of voting
disseminated on the website in http://www.sepc.in/pdf/
Policy-on-criteria-of-making-payments-to-Non-Executive- rights by shareholders.
Directors.pdf.
(3) Review of adherence to the service standards adopted
Stakeholders Relationship Committee by the listed entity in respect of various services being
The Stakeholders Relationship Committee is constituted rendered by the Registrar & Share Transfer Agent.
in accordance with Regulation 20 of the Securities and (4) Review of the various measures and initiatives taken by
Exchange Board of India (Listing Obligations and Disclosure
the listed entity for reducing the quantum of unclaimed
Requirements) Regulations, 2015.
dividends and ensuring timely receipt of dividend
(A) Composition, Members, its meetings and attendance warrants/annual reports/statutory notices by the
Stakeholders Relationship Committee comprises of Dr. Arun shareholders of the company.
Kumar Gopalaswamy as Chairman with Dr. R Ravichandran
Name and Designation of the Compliance Officer
and Mr. N K Suryanarayanan as members of the Committee.
The Chairperson of the committee was present at the Annual Mr. T Sriraman, Company Secretary had been designated as
General Meeting. Compliance Officer of the Company.

Annual Report 2022-23 39

He may be contacted at: below:
SEPC Limited
Members No. of No. of
10/1, Bascon Futura, 4th Floor, Venkatnarayana Road, Meetings Meetings
held Attended
T. Nagar, Chennai – 600 017, Ph.044-4900 5555 India
Email: tsr@sepc.in, Website: http://www.sepc.in/ Dr. Arun Kumar Gopalaswamy – 2 1
Chairman***
In addition to the above e-mail of the Compliance Officer, the
Dr. R Ravichandran – Member*** 2 1
Investors/Shareholders can also lodge their complaints, if any,
at info@sepc.in, Mr. N K Suryanarayanan – 2 1
Member***
(C) 
Complaints received and redressed during the year
2022-23 Mr. T Shivaraman – Chairman* 2 1
Mr. M Amjat Shariff – Member* 2 0
During the year 2022-23, the company had received 1
complaint and the same was resolved. There were no Mr. S Bapu- Member** 2 1
complaints pending for action as at the end of the year. Ms. Chandra Ramesh– Member** 2 1
Pursuant to Regulation 40(9& (10) of the SEBI Listing *Retiredw.e.f 19th September, 2022
Regulations, a certificate on yearly basis confirming due
**resigned w.e.f 23rd September, 2022
compliance of share transfer formalities by the Company
from Practicing Company Secretary has been submitted *** Appointed w.e.f 24th September, 2022
to the Stock Exchanges within stipulated time. Rights Issue Committee
Risk Management Committee (A) Composition, its meetings and attendance
(A) Composition, its meetings and attendance Rights Issue Committee comprises of Mr. N K Suryanarayanan
Risk Management Committee comprises of Dr. Arun Kumar as Chairman with Dr. R Ravichandran and Dr. Arun Kumar
Gopalaswamy as Chairman with Dr. R Ravichandran and Gopalaswamy as members of the Committee.
Mr. N K Suryanarayanan as members of the Committee. During the year, 5 (five) meetings of the Rights Issue
During the year, 2 (two) meetings of the Risk Management Committee were held on 31st January, 2023, 02nd February,
Committee were held on 09thAugust, 2022 and 02nd February, 2023, 07th February, 2023 and twice on 23rd March, 2023.
2023.
Members No. of No. of
The Risk Management Committee is constituted in accordance Meetings Meetings
with Regulation 21 of the SEBI Listing Regulations. The held Attended
Committee reviews the risk trend, exposure and potential Mr. N K Suryanarayanan – 5 5
impact analysis carried out by the management. It ensures Chairman
that mitigation plans are finalised and made up to date, Dr. R Ravichandran – Member 5 2
owners are identified and the progress of mitigation actions
Dr. Arun Kumar Gopalaswamy– 5 5
are monitored.
Member
The Risk Management Committee had been reconstituted
Senior Management
during the year in the meeting of Board of Directors held on
24th September, 2022. The details of the same and number of Particulars of senior management including the changes
meetings attended by the Members during the year are given therein since the close of the previous financial year

40 Annual Report 2022-23

General Body Meetings
(A). Location and time, where last three annual general meetings held

Year Date Time Venue Special Resolutions Passed

2019-20 23.09.2020 10.00AM Video Conferencing/ 1. Appointment of Ms. Chandra Ramesh (DIN: 00938694) as an
other Audio-visual Independent Director
means
2020-21 28.09.2021 10.00AM Video Conferencing/ 1. Re-appointment of Mr. T Shivaraman as Managing Director &
other Audio-visual CEO Re-appointment of Mr. M Amjat Shariff as Joint Managing
means Director
2021-22 19.09.2022 03.00 PM Video Conferencing/ 1. Appointment of Dr. Ravichandran Rajagopalan as an
other Audio-visual Independent Director.
means 2. Appointment of Dr. Arun Kumar Gopalaswamy as an Independent
Director.
3. To clarify the consent given by the members for the conversion
of NCDs issued to the Lenders into equity shares of the
company and to give assent for the conversion of loan facilities
into equity shares of the company.
(B) Special Resolution passed through postal Ballot:

Date of
Year Section Particulars
meeting
2022-23 22-12-2022 Sections 196, 197, 203, Schedule V and Re-designation of Mr. N K Suryanarayanan (DIN:
other applicable provisions of Companies 01714066) Non-Executive Non-Independent Director of
Act, 2013. the Company as the Managing Director & CEO of the
Company and payment of Remuneration thereon.
12-04-2023 Sections 149, 150, 152, Schedule IV and any Appointment of Mr. Rajesh Kumar Bansal (DIN:
other applicable provisions, if any, of the 09634747) as an Independent Director of the Company
Companies Act, 2013 read with the Rules Appointment of Ms. Gayathri Sundaram (DIN: 07342382)
made thereunder, and Regulations 16(1) as an Independent Director of the Company.
(b), 17 & 25 and other relevant applicable
regulations of the SEBI Listing Regulations.
EVOTING DETAILS OF POSTAL BALLOT HELD DURING THE YEAR 2022-23
SPECIAL RESOLUTIONS
Postal ballot date: 22-12-2022
1. Re-designation of Mr. N K Suryanarayanan (DIN: 01714066) Non-Executive Non Independent Director of the Company as the
Managing Director & CEO of the Company and payment of Remuneration thereon.

No. of Members cast their

Particulars No. of shares (E-Voting) % on Total Shares (Votes) Received
votes by E-voting
Assent 126 337229355 99.98
Dissent 19 53249 0.02
Invalid NIL NIL NIL
Postal ballot date: 12-04-2023
1. Appointment of Mr. Rajesh Kumar Bansal (DIN: 09634747) as an Independent Director of the Company.

No. of Members cast their

Particulars No. of shares (E-Voting) % on Total Shares (Votes) Received
votes by E-voting
Assent 142 184051658 99.9974
Dissent 17 4698 0.0026
Invalid NIL NIL NIL

Annual Report 2022-23 41

2. Appointment of Ms. Gayathri Sundaram (DIN: 07342382) as an Independent Director of the Company.

No. of Members cast their

Particulars No. of shares (E-Voting) % on Total Shares (Votes) Received
votes by E-voting
Assent 143 184051244 99.9978
Dissent 15 4112 0.20022
Invalid NIL NIL NIL
Note: 1 Member abstained from postal ballot e-voting.
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 Nos. 14/2020 dated 08th April 2020, 17/2020 dated 13th April 2020, 10/2021 dated 23rd June
2021, 03/2022 dated 05th May 2022, 11/2022 dated 28th December, 2022 and other relevant circulars and notifications issued
by the Ministry of Corporate Affairs, 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
http://www.sepc.in/, 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.
Ms. Srinidhi Sridharan of Srinidhi Sridharan & Associates, Company Secretaries was the Scrutiniser to the Postal Ballots.
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., as and when applicable. 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.

Particulars No. of Members cast their votes by E-voting

Quarterly results and in which newspaper normally published Results are published in Business Line, The Financial Express
in. (all editions) and in Maalai Thamizhagam (Tamil - Chennai
edition)
Any website where displayed Yes, the results are displayed on the Company’s website -
http://www.sepc.in/investors-financial-results.aspx
Whether it also displays official news releases Yes
Whether the website displays the presentation made to the Yes
institutional investors and to the analysts

42 Annual Report 2022-23

General shareholder information
Annual General Meeting:
(i) Date, time: 21st September, 2023 at 11.00 AM by video conferencing
(ii) Financial Year: 1st April, 2022 to 31st March, 2023
(iv) Dividend payment date - NA
(iii) Listing
The Stock Exchanges on which the Company’s shares are listed:
a. BSE Limited b. National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor,
Dalal Street, Bandra-Kurla Complex,
Mumbai 400 001 Mumbai 400051
The Company has paid listing fees for both BSE Ltd and National Stock Exchange of India Limited.
(v) Stock Code
BSE Limited: 532945
National Stock Exchange of India Limited: SEPC
The ISIN of the Company for its shares: ISIN INE-964H01014
(vi) Market price information High and Low during each month from 01 April, 2022 to 31 March, 2023:
A. BSE Limited:

Month High Low

April-2022 9.55 7.60
May-2022 10.24 7.13
June-2022 9.90 7.00
July-2022 9.00 7.60
August-2022 9.00 7.23
September-2022 9.92 7.91
October-2022 8.77 7.90
November-2022 9.00 6.30
December-2022 13.80 8.01
January-2023 15.30 10.22
February-2023 15.42 12.32
March-2023 15.89 10.21

Annual Report 2022-23 43

B. National Stock exchange Limited:

Month High Low

April-2022 9.60 7.50
May-2022 10.25 7.15
June-2022 9.95 6.80
July-2022 9.00 7.05
August-2022 9.00 7.15
September-2022 9.95 7.90
October-2022 8.80 7.95
November-2022 9.10 7.45
December-2022 13.85 8.05
January-2023 15.30 10.50
February-2023 15.40 12.30
March-2023 15.90 10.30
(vii) Performance in comparison to broad-based indices such as BSE sensex, CRISIL Index:
Performance in comparison with BSE SENSEX for the period from 01st April, 2022 to 31st March, 2023

SENSEX Vs SEPC Share price movement

64000 16
62000 14
60000

SEPC Share Price

12
BSE SENSEX

58000
10
56000
8
54000
6
52000
50000 4
48000 2
46000 0

BSE Sensex SEPC Share price

NIFTY 500 Vs SEPC Share price movement

16500 16
16000 14
15500
SEPC Share Price

12
15000
NIFTY 500

10
14500
8
14000
6
13500
13000 4
12500 2
12000 0

NIFTY 500 SEPC Share price

44 Annual Report 2022-23

(viii) Registrars and Share Transfer Agents
The Members are requested to correspond to the Company’s Registrars & Share Transfer Agents –

Cameo Corporate Services Limited

Subramanian Building,
V Floor No. 1, Club House Road
Chennai 600 002, India
Tel: (91 44) 2846 0390
Fax: (91 44) 2846 0129
Email: shriramepc@cameoindia.com
Website: https://cameoindia.com/
Contact Person: Ms. Jessy
SEBI Registration Number: INR000003753
(ix) Share Transfer System:
Members may please note that SEBI, vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25,
2022, has mandated Listed Companies to issue securities in demat form only while processing service requests viz. Issue
of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/Exchange of securities certificate;
Endorsement; Sub-division/Splitting of securities certificate; Consolidation of securities certificates/folios; Transmission
and Transposition. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed
Form ISR–4. It may be noted that any service request can be processed only after the folio is KYC compliant. SEBI, vide
its notification dated January 24, 2022, has mandated that all requests for transfer of securities including transmission
and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks
associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialise the
shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.
(x) Distribution of shareholding
A. Shareholding summary

SEPC LIMITED
SHAREHOLDING SUMMARY AS ON 31-March-2023
CATEGORY NO.OF HOLDERS TOTAL POSITIONS % OF HOLDINGS
PHYSICAL 126 1261 0.0001
NSDL 16175 1172254834 88.7044
CDSL 35465 149272923 11.2955
TOTAL 51766 1321529018 100
B. Distribution of holdings as on 31.3.2023

SEPC LIMITED
DISTRIBUTION OF HOLDINGS - NSDL & CDSL & PHYSICAL RECORD DATE : 31-March-2023
Category (Amount) No. of Cases % of Cases Total Shares Amount % of Amount
1 - 5000 35774 69.1071 4688425 46884250 0.3547
5001 - 10000 6084 11.7528 5353463 53534630 0.405
10001 - 20000 3599 6.9524 5850074 58500740 0.4426
20001 - 30000 1547 2.9884 4101885 41018850 0.3103
30001 - 40000 760 1.4681 2802164 28021640 0.212
40001 - 50000 1015 1.9607 4924633 49246330 0.3726
50001 - 100000 1417 2.7373 11416020 114160200 0.8638
100001 - And Above 1570 3.0328 1282392354 12823923540 97.0385
Total : 51766 100 1321529018 13215290180 100

Annual Report 2022-23 45

(c) Capital of the Company as at 31-03-2023: Particulars Shares Percentage
The authorized and paid-up capital of your Company is Clearing Member 862310 0.0652
Rs.1400 crores and Rs. 1321.53 crores respectively. Hindu Undivided Family 7453372 0.5639

The Company’s shares can be traded only in Directors and their relatives 500 0.0000
dematerialized form as per SEBI notification. The Public 127285793 9.6317
Company has entered into an Agreement with NSDL
TOTAL 1321529018 100
and CDSL whereby shareholders have the option to
dematerialise their shares with either of the depositories. (xvii) Dematerialisation of shares and liquidity:
Equity shares are traded in BSE and NSE.
The total number of shares dematerialised as on March
(xi) Outstanding Global Depository Receipts or American 31, 2023 is 1321529018 representing 99.99%of paid
Depository Receipts or warrants or any Convertible up equity share capital. Trading in Equity Shares of the
Instruments, conversion date and likely impact on equity Company is permitted only in dematerialised form, w.e.f.
– Not applicable. February 15, 1999 as per the notification issued by the
SEBI.
(xii) 
Commodity price risk or foreign exchange risk and
hedging activities – Not applicable. The Credit rating for proposed fund based working
capital limits is D . During the year there is no change in
(xiii) Plant locations
the Credit rating obtained.
The Company is not a manufacturing unit and thus not
Other Disclosures
having any manufacturing Plant.
1. Basis of related party transactions
(xiv) Address for correspondence
SEPC Limited (i) 
The statements containing the transactions with
10/1, Bascon Futura, related parties were submitted periodically to the
4th Floor, Venkatnarayana Road, Audit Committee.
T. Nagar, Chennai – 600 017.
(ii) There are no related party transactions that may
Ph.044-4900 5555
have potential conflict with the interest of the
Email: info@shriramepc.com
Company at large.
Website: www.sepc.in
(iii) There were no material individual transactions with
(xv) Financial calendar (Tentative)
related parties during the year, which were not in
the normal course of business as well as not on an
Financial year 1 April 2022 to
31 March 2023 arm’s length basis.
First quarter results Aug 23 The Company’s Policy on Related Party Transactions is
Half-yearly results Nov 23 available at http://www.sepc.in/pdf/Policy-on-Related-
Party-Transcations-2022.pdf
Third quarter results Feb 23
Annual results May 24 Policy on Material Subsidiaries:

24th Annual General Meeting August / September 2024 In terms of Regulation 24 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
(xvi) Shareholding details of the Company:
Requirements) Regulations, 2015) the Board of Directors
Share Holding/Distribution Pattern as on 31stMarch, have adopted a policy with regard to determination of
2023 Material Subsidiaries. The policy is placed on the website
of the Company The Company’s Policy on Material
Particulars Shares Percentage Subsidiaries is available at http://www.sepc.in/pdf/
Promoter 410749462 31.0813 Policy-on-Material-Subsidiaries-01-04-2019.pdf
Foreign Portfolio Investor 2455944 0.1858 Risk Management:
Financial Institutions/Banks 539045394 40.7895
The Company has laid down procedures to inform Board
Insurance Companies - - members about the risk assessment and minimization
Other Bodies Corporate 230971368 17.4775 procedures. The Audit Committee/the Board periodically
discusses the significant business risks identified by the
Body Corporate - LLP - -
management and the mitigation process being taken up.
Non-Resident Indian 2704875 0.2046 A note on risk identification and mitigation is included in

46 Annual Report 2022-23

 the Management Discussion and Analysis, annexed to 9. Disclosure under the Sexual Harassment of women at
the Annual Report. workplace (Prevention, Prohibition and Redressal) Act,
(iv) 
There is no non-compliance by the Company and 2013
penalties, strictures imposed on the Company by Stock The Company has in place a prevention of Sexual
Exchange or SEBI or any statutory authority, on any Harassment and Grievance Handling Policy in line with
matter related to capital market, during the last three
the requirements of The Sexual Harassment of Women
years, except to the extent as stated below.
at the work place (Prevention, Prohibition & Redressal)
2. Whistle Blower Act,2013.
In accordance with Section 177 of the Act and the SEBI The following is the summary of sexual harassment
(LODR) Regulations, the Company has formulated a Vigil complaints received and disposed of during the year
Mechanism and has a whistle blower policy in place
2022-23:
to address the genuine concerns or grievances, if any,
of the directors and employees. The whistle blower No. of complaints received – Nil
policy is available on the website of the Company at
No. of complaints disposed of – Not Applicable
http://www.sepc.in/pdf/WHISTLE-BLOWER-AND-VIGIL-
MECHANISM-NEW.pdf 10. 
During the year under review, the Company had not
3. 
The other non-mandatory requirements of the Listing granted any loans/advances in the nature of loans to
Regulations to certain extent have been adopted by the firms/ companies in which Directors are interested.
Company.
11. 
Details of material subsidiaries of the listed entity;
4. Commodity price risks and commodity hedging activities including the date and place of incorporation and the
– Not Applicable name and date of appointment of the statutory auditors
5. Details of utilization of Proceeds from public issues, right of such subsidiaries - NIL
issues, preferential issues etc. 12. Compliance with Corporate Governance Norms

The preferential issues issued consequent to the

The Company has complied with the mandatory
Resolution Plan approved by the consortium of Lenders
requirements of the Code of Corporate Governance as
of the Company as per the Prudential Framework for
stipulated in the SEBI Listing Regulations. The Company
Resolution of Stressed Assets by Reserve Bank of India
Circular dated June 7, 2019, Mark AB Capital Investment has submitted the compliance reports in the prescribed
LLC was allotted 35,00,00,000 (Thirty five crore) equity format to the stock exchanges for every quarter during
shares of rupees Rs. 10/- (ten) each amounting to Rs. the year ended 31stMarch, 2023. The certificate of
350 Crores which was utilized in full. compliance with the conditions of corporate governance
as stipulated in Regulation 34(3) and Schedule V of the
6. Practicing Company Secretary’s certificate on the
director’s disqualification SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Report. The other
A certificate from Ms. Srinidhi Sridharan, Practicing
non-mandatory requirements of the Listing Regulations
Company Secretary confirming that none of the
to certain extent have been adopted by the Company.
Company’s Directors have been debarred or disqualified
from being appointed or continuing as Directors of the 13. Disclosures with respect to demat suspense account /
Company by the Securities and Exchange Board of India unclaimed suspense account: Nil
/ Ministry of Corporate Affairs or any such statutory
authority is enclosed. 14. Disclosure of Accounting Treatment:

7. 
Details of recommendation of any committee of the The financial statements of the Company have been
Board which are not accepted by the Board prepared in accordance with the Indian Accounting
Standards (“Ind AS”) notified under the Companies
The Board of Directors accepted all the recommendation(s)
of the Committees of the Board during financial year (Indian Accounting Standards) Rules, 2015 as amended
ended March 31, 2023. by the Companies (Indian Accounting Standards)
(Amendment) Rules, 2016.
8. 
Total fees paid to the Statutory Auditors for all the
services in connection with the audit of the Company is The Company does not have any Indian subsidiary
Rs. 57.66 lakhs. companies.

Annual Report 2022-23 47

 Code of Conduct on the Company’s website at the link: http://www.sepc.
in/pdf/Revised-Code-of-Conduct-12-11-2018.pdf
The Company has adopted a Code of Conduct (“the Code”)
for Directors and Senior Management of the Company. The Board members and Senior Management personnel
The Code has been circulated to all the members of the have affirmed their compliance with the code. A
Board and Senior Management and the same is available declaration to this effect signed by the Managing Director
& CEO of the Company is contained in this Report.

Compliance
S. No Item status (Yes/ Web address
No/NA)

1. Details of its business. Yes http://www.sepc.in/business-water-infrastructure.aspx

http://www.sepc.in/business-process-metallurgy.aspx
http://www.sepc.in/business-mining-and-minerals.aspx
http://www.sepc.in/business-overseas-projects.aspx
http://www.sepc.in/business-power.aspx

2. Terms and conditions of appointment of Yes http://www.sepc.in/pdf/FORMAT-OF-LETTER-OF-APPNT-

independent directors. OF-INDEPENDENT-DIRECTOR-SEPC-NEW.pdf

3. Composition of various committees of Yes http://www.sepc.in/pdf/Committee-details-2023.pdf

board of directors.

4. Code of conduct of board of directors and Yes http://www.sepc.in/pdf/Revised-Code-of-

senior management personnel. Conduct-12-11-2018.pdf

5. Details of establishment of vigil Yes http://www.sepc.in/pdf/WHISTLE-BLOWER-AND-VIGIL-

mechanism/ Whistle Blower policy. MECHANISM-NEW.pdf

6. Criteria of making payments to non- Yes http://www.sepc.in/pdf/Policy-on-criteria-of-making-

executive directors , if the same has not payments-to-Non-Executive-Directors.pdf
been disclosed in annual report.

7. Policy on dealing with related party Yes http://www.sepc.in/pdf/Policy-on-Related-Party-

transactions. Transcations-2022.pdf

8. Policy for determining ‘material’ Yes http://www.sepc.in/pdf/Policy-on-Material-

subsidiaries. Subsidiaries-01-04-2019.pdf

9. Details of familiarization programmes Yes http://www.sepc.in/pdf/Policy-on-Familiarisation-

imparted to independent directors Programme.pdf

10. The email address for grievance redressal Yes http://www.sepc.in/investors-contacts.aspx

and other relevant details

11. Contact information of the designated Yes http://www.sepc.in/investors-contacts.aspx

officials of the listed entity who are
responsible for assisting and handling
investor grievances

48 Annual Report 2022-23

 Compliance
S. No Item status (Yes/ Web address
No/NA)

12. Financial information including: Yes http://www.sepc.in/investors-financial-results.aspx

(i) notice of meeting of the board of http://www.sepc.in/Regulation-30-and-other-intimations-
directors where financial results shall be to-stock-exchanges.aspx
discussed;
(ii) financial results, on conclusion of the http://www.sepc.in/investors-annual-report.aspx
meeting of the board of directors where the
financial results were approved;
(iii) complete copy of the annual report
including balance sheet, profit and loss
account, directors report, corporate
governance report etc;

13. Shareholding pattern; Yes http://www.sepc.in/investors-shareholding-pattern.aspx

14. Details of agreements entered into with the NA

media companies and/or their associates,
etc;

15. Schedule of analysts or institutional NA

investors meet and presentations made by
the listed entity to analysts or institutional
investors

16. New name and the old name of the listed Yes http://www.shriramepc.com/home.aspx
entity for a continuous period of one year,
from the date of the last name change

17. Advertisements as per regulation 47 of Yes http://www.sepc.in/Companies-Act-and-SEBI-

LODR Compliances.aspx

18. Credit ratings obtained by the entity for Yes http://www.shriramepc.com/investors-ratings-reports.

all its outstanding instruments, updated aspx
immediately as and when there is any
revision in any of the ratings.

19. Separate audited financial statements Yes http://www.sepc.in/subsidiary-financials.aspx

of each subsidiary of the listed entity
in respect of a relevant financial year,
uploaded at least 21 days prior to the date
of the annual general meeting which has
been called to inter alia consider accounts
of that financial year

20. Secretarial compliance report as per sub- Yes http://www.sepc.in/Companies-Act-and-SEBI-

regulation (2) of regulation 24A of these Compliances.aspx
regulations;

Annual Report 2022-23 49

 Compliance
S. No Item status (Yes/ Web address
No/NA)

21. Disclosure of the policy for determination of Yes http://www.sepc.in/pdf/Policy-on-criteria-for-

materiality of events or information required determining-materiality-of-events.pdf
under clause (ii), sub-regulation (4) of
regulation 30 of these regulations

22. Disclosure of contact details of key Yes http://www.sepc.in/pdf/Details-of-KMP-for-

managerial personnel who are authorized determination-of-Materiality.pdf
for the purpose of determining materiality
of an event or information and for the
purpose of making disclosures to stock
exchange(s) as required under sub-
regulation (5) of regulation 30 of these
regulations;

23. Statements of deviation(s) or variation(s) Yes http://www.sepc.in/pdf/Statement-of-Deviation.pdf

as specified in regulation 32 of these
regulations.

24. Dividend distribution policy by listed entities Yes http://www.sepc.in/pdf/Dividend-Distribution-Policy.pdf

based on market capitalization as specified
in sub-regulation (1) of regulation 43A.

25. Annual return as provided under section 92 Yes http://www.sepc.in/pdf/MGT-7-website.pdf

of the Companies Act, 2013 and the rules
made thereunder.

II Annual Affirmations

Compliance
S. No Particulars Regulation Number status(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) 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

50 Annual Report 2022-23

II Annual Affirmations

Compliance
S. No Particulars Regulation Number status(Yes/
No/NA)

10. Compliance Certificate 17(8) Yes

11. Risk Assessment & Management 17(9) Yes

12. Performance Evaluation of Independent Directors 17(10) Yes

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 committee 19(1)&(2) Yes

18. Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes

19. Meeting of Nomination and Remuneration Committee 19(3A) Yes

20. Composition of Stakeholder Relationship Committee 20(1)&(2) Yes

21. Meeting of Stakeholders Relationship Committee 20(3A) Yes

22. Composition and role of risk management committee 21(1),(2),(3),(4) Yes

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

27. Approval for material related party transactions 23(4) Yes

28. Disclosure of related party transactions on consolidated basis 23(9) Yes

29. Composition of Board of Directors of unlisted material Subsidiary 24(1) Not applicable

30. Other Corporate Governance requirements with respect to subsidiary of 24(2),(3),(4),(5)&(6) Not applicable
listed entity

31. Annual Secretarial Compliance Report 24(A) Yes

32. Alternate Director to Independent Director 25(1) Not applicable

33. Maximum Directorship &Tenure 25(2) Yes

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

35. Familiarization of independent directors 25(7) Yes

Annual Report 2022-23 51

II Annual Affirmations

Compliance
S. No Particulars Regulation Number status(Yes/
No/NA)

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 26(3) Yes
Directors and Senior management personnel

40. Disclosure of Shareholding by Non-Executive Directors 26(4) Yes

41. Policy with respect to obligations of directors and senior management 26(2)&26(5) Yes

52 Annual Report 2022-23

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
Pursuant to Regulation 34 (3) read with Schedule V Para-C Sub clause (10) (i) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended
The Members
SEPC LIMITED
4th Floor, BASCON FUTURA
SV IT Park Venkatanarayana Road,
Parthasarathy Puram, T. Nagar
Chennai – 600017.
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of SEPC LIMITED,
(CIN: L74210TN2000PLC045167) having its Registered Office at 4th Floor, BASCON FUTURA, SV IT Park Venkatanarayana Road,
Parthasarathy Puram, T. Nagar Chennai - 600017 (hereinafter referred to as “The Company”) produced before us by the Company
for the purpose of issuing this certificate, in accordance with Regulation 34 (3) read with Schedule V Part-C Sub clause 10 (i) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our knowledge and according to the verifications (including Director Identification Number (DIN)
Status at the portal www.mca.gov.in) and based on such examination as well as information and explanations furnished to us,
which to the best of our knowledge and belief were necessary for the purpose of issue of this certificate and based on such
verification as considered necessary, we hereby certify that none of the Directors as stated below on the Board of the Company
as on March 31 2023 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.

DATE OF
S.NO DIN NAME OF THE DIRECTOR DESIGNATION
APPOINTMENT
Non-Executive - Non Independent Director
1. 09436100 Abdulla Mohammad Ibrahim Hassan Abdulla 24/06/2022
- Chairperson

2. 01714066 Nemmara Krishnan Suryanarayanan Executive Director, CEO-MD 24/06/2022

3. 01920603 R Ravichandran Non-Executive - Independent Director 24/06/2022

4. 07212557 Gopalaswamy Arun Kumar Non-Executive - Independent Director 24/06/2022

5. 09634747 Rajesh Kumar Bansal Non-Executive - Independent Director 18/01/2023

6. 07342382 Sundaram Gayathri Non-Executive - Independent Director 30/01/2023

Ensuring the eligibility of, for the appointment/ continuity of, every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our 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.

FOR SRINIDHI SRIDHARAN & ASSOCIATES

COMPANY SECRETARIES

CS SRINIDHI SRIDHARAN
CP No. 17990
FCS No. 12510
PR NO: 655/2020
PLACE: CHENNAI UIN: S2017TN472300
DATE : AUGUST 10, 2023 UDIN F012510E000779419

Annual Report 2022-23 53

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

The Members
SEPC LIMITED
4th Floor, BASCON FUTURA
SV IT Park Venkatanarayana Road,
Parthasarathy Puram, T. Nagar
Chennai – 600017
We have examined, documents, books, papers, minutes, forms and returns filed and other relevant records maintained by SEPC
LIMITED, (CIN: L74210TN2000PLC045167) [herein after referred as “the Company”] 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) and (t) of regulation 46(2)
and para C, D and E of Schedule V and Regulation 34 (3) to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended (hereinafter called “SEBI (LODR) Regulations 2015”) for the financial
year ended March 31 2023. We have obtained all the information and explanations, which to the best of our knowledge and belief
were necessary for the purpose of certification.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and on the basis of our examination of the records produced, explanations and information furnished, we certify
that the Company has complied except to the extent as mentioned below regarding the conditions of Corporate Governance
as stipulated in Regulations 17 to 27 and clauses (b) to (i) and (t) of regulation 46(2) and para C, D and E of Schedule V and
Regulation 34 (3) of SEBI (LODR) Regulations 2015 for the financial year ended 31st March, 2023.
1. The Company did not have Woman Independent Director on its Board as required under Regulation 17 (1)(a) of SEBI LODR for
the period from September 24 2022 to January 29 2023. However as per the information and explanations provided by the
Company, the Company has appointed Ms. Gayathri Sundaram as an Additional and Independent Director of the Company
with effect from January 30 2023.
2. The Company did not have the optimum or statutory minimum of 6 directors as required under the regulation 17(1) (c) of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 for the period from September 24 2022 to January
29 2023.
This Certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.

FOR SRINIDHI SRIDHARAN & ASSOCIATES

COMPANY SECRETARIES

CS SRINIDHI SRIDHARAN
CP No. 17990
FCS No. 12510
PR NO: 655/2020
PLACE: CHENNAI UIN: S2017TN472300
DATE : AUGUST 10, 2023 UDIN F012510E000779441

54 Annual Report 2022-23

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 – http://www.sepc.in/.
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 31stMarch, 2023.

Chennai N K Suryanarayanan
Date: 10-08-2023 Managing Director & CEO

Annual Report 2022-23 55

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Business Overview Bascon Futura SV, 4th Floor,
Registered office
4 No.10/1, Venkatanarayana
SEPC Limited (formerly Shriram EPC Ltd) is one of the country’s address
Road, T.Nagar, Chennai 600017
leading service provider of integrated design, engineering,
procurement, construction and project management services Bascon Futura SV, 4th Floor,
5 Corporate address No.10/1, Venkatanarayana
for water infrastructure, process and metallurgy plants, power Road, T.Nagar, Chennai 600017
plants, and mines and mineral processing. SEPC has a proven
6 E-mail info@sepc.in / tsr@sepc.in
track record, having executed some of the most complex
and technically challenging projects across the country and 7 Telephone 044 4900 5555
overseas. Your Company offers services relating to industrial 8 Website www.sepc.in
processes, metallurgy, thermal power plants, biomass power
Financial year for
plants, Mines and Mineral processing, water and waste and 9 which reporting is April 2022-March 2023
water management and distribution systems. being done
The Business Responsibility & Sustainability Report (BRSR) Name of the Stock
BSE Limited & National Stock
is aligned with the National Voluntary Guidelines (NVGs) 10 Exchange(s) where
Exchange of India Ltd.,
shares are listed
on Social, Environmental and Economic Responsibilities of
Business, issued by the Ministry of Corporate Affairs (MCA) 11 Paid-up Capital Rs. 13,21,52,90,180
and is in accordance with clause (f) of sub-regulation (2) Name and contact
of Regulation 34 of the Securities and Exchange Board of details (telephone,
India (Listing Obligations and Disclosure Requirements) email address) of T Sriraman
12 the person who may
Regulations, 2015, as amended from time to time (Listing be contacted in case tsr@sepc.in, 044-49005555
Regulations). of any queries on the
BRSR report
Your Company's Business Performance and Impacts are
disclosed based on the 9 Principles as mentioned in the NVGs. Reporting boundary
- Are the disclosures
under this report made
Principle 1 Principle 2 Principle 3 on a standalone basis
Ethics, Product Life Cycle Employee Well- (i.e. only for the entity)
Transparency & Sustainability Being or on a consolidated
Accountability 13 Consolidated Basis
basis (i.e. for the entity
Principle 4 Principle 5 Principle 6 and all the entities
Human Rights Environment which form a part of its
Stakeholder
consolidated financial
Engagement statements, taken
Principle 7 Principle 8 Principle 9 together).
Policy Advocacy Inclusive Growth Customer Value
and Equitable Creation II. Products/services
Development 14. Details of business activities (accounting for 90% of the
SECTION A: GENERAL DISCLOSURES turnover):

I. Details of the listed entity % of

Description
Description of Turnover
Corporate Identity S.No. of Main
Business Activity of the
1 Number (CIN) of the L74210TN2000PLC045167 Activity
entity
Listed Entity
Engineering, Procurement
Name of the Listed and Construction of Water
2 SEPC Limited
Entity Supply and Distribution,
1. Construction 100%
3 Year of incorporation 12-06-2000 Sewage treatment plants,
Power plants, Minerals &
Metal process plants etc

56 Annual Report 2022-23

15. Products/Services sold by the entity (accounting for 17. Markets served by the entity:
90% of the entity’s Turnover):
a. Number of locations
% of total
S. NIC
No.
Product/Service
Code
Turnover Locations Number
Contributed
National(No. of States) 13
1 Construction of sewer systems
including sewage disposal plants 42205 82% International(No. of Countries) 1
and pumping stations
b. What is the contribution of exports as a percentage of the
2 Construction of roads 42101 10%
total turnover of the entity?
3 Project Management activities 7110 5%
Nil
Installation of Industrial Machinery
4 33200 3%
and equipment c. A brief on types of customers
III. Operations The Company’s business is construction of infrastructure.
16. Number of locations where plants and/or operations/ Some of the major clients include State and Central
offices of the entity are situated: Government departments, public sector entities,
ministries, local municipal bodies.
Location Number of plants Number of offices Total
National ---- 13 13
International ---- 1 1

IV. Employees
18. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):

S. Male Female
Particulars Total (A)
No. No.(B) %(B/A) No.(C) %(C/ A)
EMPLOYEES
1. Permanent(D) 251 228 91% 23 9%
2. Other than Permanent(E) 9 9 100% 0 0
3. Total employees (D+ E) 260 237 23
WORKERS
4. Permanent(F) 0
5. Other than Permanent(G) 252 245 97% 7 3%
6. Total workers (F+G) 252 245 7
b. Differently abled Employees and workers:

S. Male Female
Particulars Total (A)
No. No.(B) %(B/A) No.(C) %(C/ A)
DIFFERENTLY ABLED EMPLOYEES
1. Permanent(D) 2 2 100% 0 0
2. Other than Permanent(E) 0 0 0 0 0
3. Total differently abled employees (D+ E) 2 2 100% 0 0
DIFFERENTLY ABLED WORKERS
4. Permanent(F) 0 0 0 0 0
5. Other than Permanent(G) 0 0 0 0 0
6. Total differently abled workers (F+G) 0 0 0 0 0
19. Participation/Inclusion/Representation of women

No. and percentage of Females

Total (A)
No.(B) %(B/A)
Board of Directors 6 1 16.66%
Key Management Personnel 2 - 0%

Annual Report 2022-23 57

20. Turnover rate for permanent employees and workers

FY 2020-2021
FY 2022-2023 FY 2021-2022
(Turnover rate in the year prior to
Particulars (Turn over rate in current FY) (Turn over rate in previous FY)
the previous FY)
Male Female Total Male Female Total Male Female Total
Permanent
23 % 15% 22% 34% 13% 32% 33% 17% 32%
Employees
Permanent
-- -- -- -- -- -- -- -- --
Workers
V. Holding, Subsidiary and Associate Companies (including joint ventures)
21. (a) Names of holding /subsidiary/ associate companies / joint ventures

Does the entity indicated

Indicate whether holding/ %of shares at Column A, participate in
S. Name of the holding / subsidiary /
Subsidiary/ Associate/ held by listed the Business Responsibility
No. associate companies / joint ventures (A)
Joint Venture entity initiatives of the listed entity?
(Yes/No)
1 SHRIRAM EPC FZE, SHARJAH Subsidiary 100% No
2 SHRIRAM EPC ARKAN LLC Step-down Subsidiary 70% No
3 SEPC Arabia Company Limited Subsidiary 100% No
Shriram EPC Eurotech Environmental Pvt
4 Joint Venture NA No
Ltd - JV
5 SEPC DRS ITPL JV Joint Venture NA No
6 Mokul Shriram EPC JV Joint Venture NA No
VI. CSR Details
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: Not Applicable
(ii) Turnover (in Rs.) 37,884.66 Lakhs
(iii) Net worth (in Rs.) - 1,08,404.21Lakhs
Note: The details from the standalone financial statements are considered for CSR disclosure.
VII. Transparency and Disclosures Compliances
23. Complaints/Grievances on any of the principles (Principles1to9) under the National Guidelines on Responsible Business
Conduct

FY 2022 - 23 Current Financial Year FY 2021 - 22 Previous Financial Year

Grievance
Number of Number of
Stakeholder Redressal Mechanism
Number of complaints Number of complaints
group from in Place (Yes/No)
complaints pending complaints pending
whom complaint (If Yes, then provide Remarks Remarks
filed during resolution filed during resolution at
is received web-link for grievance
the year at close of the year close of the
redress policy)
the year year
Communities Nil Nil Nil NA Nil Nil NA
Investors
(other than Nil Nil Nil NA No NA
Nil
shareholders)
http://www.sepc.
Shareholders in/pdf/Community- 1 Nil Resolved 1 Nil Nil NA
Grievance-Redress.pdf

58 Annual Report 2022-23

 FY 2022 - 23 Current Financial Year FY 2021 - 22 Previous Financial Year
Grievance
Number of Number of
Stakeholder Redressal Mechanism
Number of complaints Number of complaints
group from in Place (Yes/No)
complaints pending complaints pending
whom complaint (If Yes, then provide Remarks Remarks
filed during resolution filed during resolution at
is received web-link for grievance
the year at close of the year close of the
redress policy)
the year year
Yes, http://www.sepc.
Employees and
in/pdf/Employee- Nil Nil NA Nil Nil NA
workers
Grievance.pdf
Customers* No - - - - - -
Value Chain
No - - - - - -
Partners*
Other(please
- - - - - - -
specify)
* The leadership team conducts meetings with the customers and other value chain partners periodically.
24. Overview of the entity’s material responsible business conduct issues

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social
matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or
mitigate the risk along-with its financial implications, as per the following format

Financial implications
Indicate
In case of risk, of the risk or
S. Material issue whether risk Rationale for identifying the risk /
approach to adapt or opportunity (Indicate
No. Identified or opportunity opportunity
mitigate positive or negative
(R/O)
implications)
The Har Ghar Jal initiative
announced by GOI aims to
Ambitious targets
provide every rural household with
01 for water for all in Opportunity - Positive
affordable and regular access to
the country.
safe drinking water through taps
by 2024.
Stringent regulations on emission
norms for the existing / new
power plants provides fresh
Climate Change and opportunity for bidding Flue Gas
02 environmental & Opportunity Desulfurization (FGD) projects. - Positive
social matters The prohibition on open
cast mining & approval for
underground mining as they have
lower environmental foot print.
Company is present
Any slowdown in domestic or in multiple verticals
Cyclical nature of global business infrastructure to deal with any
03 Risk Negative
business development will have impact on slowdown in one sector
business sustainability. will offset with the
progress with the other.
At present we do not have
technology partner to participate
Preference for green To look for a qualified
04 Risk in this segment and it will affect Negative
steel technology partner
bussiness prospects from steel
sector

Annual Report 2022-23 59

SECTIONB: MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the
NGRBC Principles and Core Elements.

Disclosure Questions
P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
a. Whether your entity’s policy/policies cover
1 each principle and its core elements of the Y NA Y Y Y Y* Y Y Y*
NGRBCs. (Yes/No)
b. H
 as the policy been approved by the
YES
Board? (Yes/No)
c. Web Link of the Policies, if available http://www.sepc.in/Companies-Act-and-SEBI-Compliances.aspx
Whether the entity has translated the policy
2 Y NA Y Y Y Y Y Y N
into procedures. (Yes / No)
Do the enlisted policies extend to your value
3 Y NA Y N Y Y Y Y Y
chain partners? (Yes/No)
Name of the national and international
codes/ certifications/ labels/ standards (e.g. Yes. Third party audit agencies including, TUV-Nord, conduct audits in
Forest Stewardship Council, Fair trade, Rain various businesses on different standards such as ISO 14001:2018,
4
forest, Alliance, Trustea) standards (e.g. ISO 45001:2018 . During the audit process, they check policy elements,
SA8000,OHSAS, ISO,BIS)adopted by your procedures, action plans, review process, etc.
entity and mapped to each principle.
Specific commitments, goals and targets Set
5 NA
by the entity with defined timelines, if any.
Performance of the entity against the
specific commitments, goals and targets
6 NA
along-with reasons in case the same are not
met.
Governance, leadership and oversight
SEPC Limited gives importance to Environment protection, Sustainability
and Governance. Imbibing ESG principles in our core business of providing
end-to-end solutions to engineering challenges, offering multi-disciplinary
Statement by director responsible for the design, engineering, procurement, construction and project management
business responsibility report,highlighting services, while striving to deliver reliable and quality services to our clients.
7 ESG Related challenges,targets and The Company employs contract workers and focuses on providing equal
achievements (list edentity has flexibility opportunity, ensuring diversity and inclusion, workplace safety and well-
regarding the placement of this disclosure) being for all employees and workers. The Company has fair and transparent
governance and disclosure practices, through the Code of Conduct,
Whistle-blower Policy and other detailed procedures to ensure compliance
and uphold its principles.
Details of the highest authority responsible
The CEO & MD and the Board are the highest authority responsible for
8 for implementation and oversight of the
implementation and oversight of the Business Responsibility policy
Business Responsibility policy (ies).
Does the entity have a specified?
Committee of the Board/Director responsible The CEO & MD and the Board are the highest authority responsible for
9
for decision making on sustainability related sustainability related issues
issues? (Yes /No).If yes, provide details.

60 Annual Report 2022-23

 Disclosure Questions
P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
10 Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was Frequency
undertaken by Director / Committee of the (Annually/Half yearly/ Quarterly/
Board/ Any other Committee Any other– please specify)
P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9
Performance against above Y NA Y Y Y Y - Y Y A A A A A A - A A
policies and follow up action
Compliance with statutory Y NA Y Y Y Y - Y Y A A A A A A - A A
requirements of relevance to the
principles, and, rectification of
any non-compliances
The implementation of the Company's Code of Conduct and other policies
are reviewed through internal audit/control function. The Quality, Safety
Has the entity carried out independent & Health and Environmental policies are subject to internal reviews for
assessment/evaluation of the working of its continuous assessment by the Quality Control Department.
11
policies by an external agency? (Yes/No).If Most of the policies adopted by the Company for ensuring the orderly and
yes, provide name of the agency. efficient conduct of business including adherence to Company's policies
have been evaluated periodically by an independent external agency as a
part of internal financial control requirement.
12 If answer to question (1) above is “No”i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material to its business - - - - - - - - -
(Yes/No)
The entity is not at a stage where it is in a position to formulate and - - - - - - - - -
implement the policies on specified principles (Yes/No)
The entity does not have the financial or/human and technical resources - - - - - - - - -
available for the task (Yes/No)
It is planned to be done in the next financial year (Yes/No) - - - - - - - - -
Any other reason (please specify) - - - - - - - - -

Annual Report 2022-23 61

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key
processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are
expected to be disclosed by every entity that is mandated to file this report, the leadership indicators maybe voluntarily disclosed
by entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible.
PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and
Accountable.
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:

Total number % age of persons

of training and in respective
Topics / principles covered under the training and its
Segment awareness category covered
impact
programmes by the awareness
held programmes
 Operations & Performance
 Internal Financial Control
Board of Directors 4 100%
 Future Outlook & Strategy
 Regulatory Updates (LODR)
 Critical issues in GST Litigation
 ESG Reporting - Investor Approach & Expectations
Key Managerial
5  Latest updates on PIT Regulations & 100%
Personnel
 Structured Digital Database
 Regulatory Updates (LODR)
 HR Transformation 2022
 Safety Awareness
 HR Management &Analytics –IIM
 HR Analytics-ILMS
Employees other than  Fire protection- N2 gas injection on SERGI system
40 96%
BoDs and KMPs  POSH- Awareness Programme
 Planning for a Net Zero City
 Regulatory Changes and Challenges and Liability of
Company Secretary & Directors
 Fire Mock drill
Workers NA NA NA
1. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or
by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year: Not Applicable
Monetary

Penalty/Fine Settlement Compounding Fee

NGRBC principle - - -
Name of regulatory/ enforcement agencies/ judicial
institutions - - -
Amount (INR) - - -
Brief of case - - -
Has an appeal been preferred (Yes/No) - - -

62 Annual Report 2022-23

Non - Monetary

Imprisonment Punishment Compounding Fee

NGRBC principle - - -
Name of regulatory/ enforcement agencies/ judicial
institutions - - -
Amount (INR) - - -
Brief of case - - -
Has an appeal been preferred (Yes/No) - - -
2. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or
non-monetary action has been appealed. – Not Applicable
3. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link
to forms part of Business Conduct Policy.
Yes, http://www.sepc.in/pdf/Business-Conduct.pdf
4. Number of Directors/ KMPs/ employees/ workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/ corruption: Nil
5. Details of complaints with regard to conflict of interest:

FY 2022- 2023 FY 2021 - 2022

(Current Financial (Previous Financial
Year) Year)
Number of complaints received in relation to issues of Conflict of Interest of the
Nil Nil
Directors
Number of complaints received in relation to issues of Conflict of Interest of the
Nil Nil
KMPs
6. Provide details of any corrective action taken or underway on issues related to fines / penalties /action taken by regulators/
law enforcement agencies/judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:

Total number %age of value chain partners

of awareness covered (by value of business
Topics / principles covered under the training
programmes done with such partners) under the
held awareness programmes
Regular training programs are conducted for value chain partners (contractors/ contract workers, etc).
This includes pep talks, morning meetings, classroom trainings, etc. Topics covered are related to human
1980 70%
rights, EHS, waste management, environmental management, ethics and corporate governance, and
other operational topics
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? If yes,
provide details of the same. NA

Annual Report 2022-23 63

PRINCIPLE 2: BUSINESSES SHOULD PROVIDE GOODS AND SERVICES IN A MANNER THAT IS SUSTAINABLE AND SAFE.
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and
social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

Current Financial Previous Financial Details of improvements in

Year – 2022-2023 Year – 2021 -2022 environmental and social impacts
R&D Nil Nil -
Capex Nil Nil -
2. a. Does the entity have procedures in place for sustainable sourcing? Yes.
The Company has adopted various methodologies for sustainable sourcing. Some of the mechanisms are as follow: •
The Company gives priority to social, ethical, and environmental performance of suppliers, while sourcing materials and
availing services.
b. If yes, what percentage of inputs were sourced sustainably? 100%
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a)
Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. – Not Applicable
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes/No). If yes, whether the waste
collection plan is in line with the extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not,
provide steps taken to address the same.
In India, EPR is applicable for plastic waste and electronics waste and recently it is mandated for import of items with plastic
packaging. The Company has businesses in EPC projects and Hi-Tech Manufacturing and does not manufacture any plastic
products
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective/ Assessments (LCA) for any of its products (for manufacturing industry) or
for its services (for service industry)? If yes, provide details in the following format?

Results
Boundary for which the Whether conducted communicated in
Name of Product % of total Turnover Life Cycle Perspective by independent public domain (Yes/
NIC Code
/Service contributed /Assessment was external agency No)
conducted (Yes/No) If yes, provide the
web-link
Not Applicable
2. If there are any significant social or environmental concerns and/ or risks arising from production or disposal of your
products/ services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly
describe the same along-with action taken to mitigate the same.

Name of Product/Service Description of the risk/concern Action taken

Not Applicable
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry)
or providing services (for service industry).

Recycled or reused input material to total material

Indicate Input Material FY 2022- 2023 FY 2021 - 2022
(Current Financial Year) (Previous Financial Year)
Not Applicable

64 Annual Report 2022-23

4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely
disposed, asper the following format:

FY 2022- 2023 FY 2021 - 2022

(Current Financial Year) (Previous Financial Year)
Re-used Recycled Safely disposed Re-used Recycled Safely disposed
Plastics (Including
packaging)
E waste Not Applicable
Hazardous waste
Other waste
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.

Reclaimed products and their packaging materials as% of total

Indicate product category
products sold in respective category
Not Applicable
PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains
Essential Indicators
1 a. Details of measures for the well-being of employees:
Health Insurance Accident Insurance Maternity Benefits Paternity Benefits Day Care facilities
TOTAL
Category Number Number Number Number
(A) % B/A % C/A % D/A % E/A Number(F) % F/A
(B) ('C) ('D) ('E)
Permanent Employees
Male 228 228 100% 228 100% NA NA 228 100% 0 0%
Female 23 23 100% 23 100% 23 100% NA NA 0 0%
Other than permanent Employees
Health Insurance Accident Insurance Maternity Benefits Paternity Benefits Day Care facilities
TOTAL
Category Number Number Number Number
(A) % B/A % C/A % D/A % E/A Number(F) % F/A
(B) ('C) ('D) ('E)
Male 9 9 100% 9 100% NA NA 9 100% 0 0%
Female 0 0 0% 0 0% 0 0% NA NA 0 0%
b. Details of measures for the well-being of workers:
Accident Maternity
Health Insurance Paternity Benefits Day Care facilities
TOTAL Insurance Benefits
Category
(A) Number Number Number Number
% B/A % C/A % D/A % E/A Number(F) % F/A
(B) ('C) ('D) ('E)
Permanent Workers
Male Nil
Female Nil
Other than permanent Workers
Accident Maternity
Health Insurance Paternity Benefits Day Care facilities
TOTAL Insurance Benefits
Category
(A) Number Number Number Number
% B/A % C/A % D/A % E/A Number(F) % F/A
(B) ('C) ('D) ('E)
Male 245 245 100% 245 100% NA NA 245 100% NA NA
Female 7 7 100% 7 100% 7 100% NA NA NA NA

Annual Report 2022-23 65

2. Details of retirement benefits, for Current FY and Previous Financial Year
FY 2022-2023 FY 2021-2022
Current Financial Year Previous Financial Year
BENEFITS No of Employees Deducted and No of Employees Deducted and
No of workers No of workers
covered as deposited with covered as deposited with
covered as a % covered as a %
a % of total the authority a % of total the authority
of total workers of total workers
employees Y/N, NA employees Y/N, NA
PF 88% 100% Yes 90% 100% Yes
GRATUITY 100% 100% Yes 100% 100% Yes
ESI 100% 94% Yes 100% 89% Yes
EDLI Policy 88% 0 NA 90% 0 NA
GPA Policy 100% 0 NA 100% 0 NA
WC Policy 0 100% NA 0 100% NA
Note: All eligible employees are covered under the above statutory benefits
3. Accessibility of workplaces
Are the premises/offices of the entity accessible to differently abled employees and workers, asper the requirements of the
Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Most of the Company’s permanent office buildings are accessible to differently abled employees and workers
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-
link to the policy.
Yes : http://www.sepc.in/pdf/Equal-Opportunity-to-Persons-with-Disabilities.pdf
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Permanent employees Permanent workers
Gender
Return to work rate Retention rate Return to work rate Retention rate
Male 100% 100% NA NA
Female 100% 100% NA NA
Note: During the year parental leave has not been availed by any female employees.
6. Is the reamechanism available to receive and redress grievances for the following categories of employees and worker?
If yes, give details of the mechanism in brief.

Employee Grievance Management Policy is made available on the website of SEPC, at following link: http://www.sepc.in/
pdf/Employee-Grievance.pdf
Yes. Any employee of the company can raise grievance as outlined in the Employees Grievance Redressal Policy for
redressal. All employees have been familiarized on the policies and how to escalate the grievance. The grievance can be
raised in person or through email with the designated Authority.
7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:
FY 2022- 2023 FY 2021-2022
(Current Financial Year) (Previous Financial Year)
Total No. of employees/ No. of employees /
Category Total employees
employees workers in respective workers in respective
/ workers in
/ workers in category, who are part %(B / A) category, who are part % (D / C)
respective
respective of association(s) or of association(s) or
category (C)
category (A) Union (B) Union (D)
Total Permanent Employees
- Male Not Applicable
- Female Not Applicable
Total Permanent Workers
- Male Not Applicable
- Female Not Applicable
Note : There are no associations or Unions

66 Annual Report 2022-23

8. Details of training given to employees and workers:
FY 2022-23 (Current Financial Year) FY 2021-22 (Previous Financial Year)
On Health &safety On Skill On Health &safety On Skill
Category
Total (A) Measures Upgradation Total (A) Measures Upgradation
No. (B) %(B/A) No. (C) %(C/A) No. (E) %(E/D) No. (F) %(F/D)
Employees
- Male 228 171 75% 9 4% 245 215 87% 51 21%
- Female 23 18 78% 12 52% 26 16 61% 9 35%
Other than permanent employees
- Male Not Applicable
- Female Not Applicable
9. Details of performance and career development reviews of employees and worker:
FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year)
Category
Total (A) No. B %B/A Total (A) No. D %D/C
Employees
- Male 228 205 90% 245 220 90%
- Female 23 17 75% 26 21 80%
Other than permanent employees
- Male Not Applicable
- Female Not Applicable
Note: Performance and career development review was carried out for 100% of eligible employees (except new joinees).
10. Health and safety management system:
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes,
the coverage such system?

Yes. The company has adopted and implemented the Health Safety and Environmental Management Systems (HSE)
through IMS - Integrated Management System, (ISO Management System for OH&S, EMS, QMS) IMS Policy covers
Health and Safety and the company is committed to provide safe and healthy working environment for the prevention
of work related injuries and ill health. This is implemented at all our sites and offices.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the
entity?
The company has assessed and identified risks relating to all activities through HIRA and have evolved processes to
carry out different activities in a safe manner. In order to periodically monitor and review, the company has formed
safety committee at all sites and members are encouraged to offer suggestions for improvements. The minutes of
the safety committee meetings are reviewed at the corporate level and suggestions for improving the process are
evaluated for implementation.
c. Whether you have processes for workers to report the work related hazards and to remove themselves from such risks.
Yes
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)

Yes, all the employees have access to non-occupational medical and healthcare services through tie ups with medical
entities in close proximity.

Annual Report 2022-23 67

11. Details of safety related incidents, in the following format:
FY 2022-23 FY 2021-22
SafetyIncident/Number Category Current Financial Previous Financial
Year Year
Lost Time Injury Frequency Rate (LTIFR) (per one million-person Employees 0 0
hours worked) Workers 0 0
Employees 0 0
Total recordable work-related Injuries
Workers 0 0
Employees 0 0
No. of fatalities
Workers 0 0
High consequence work-related injury or ill-health (excluding Employees 0 0
fatalities) Workers 0 0
12. Describe the measures taken by the entity to ensure a safe and healthy work place.
 Hazards relating to each activity at site have been identified and safe working method to undertake each activity has
been developed and implemented at all sites.
 Personal protective equipments have been provided to all personnel at work site.
 All high risk construction works are carried out with Work permit only. Before taking up the job while issuing work
permit a safety tool box is given to all the personnel concerned on the possible hazards and steps for safe working are
explained.
 Work related hazards discussed in detail in the daily tool box.
 There is a system to capture all incidents for thorough investigation and corrective actions to avoid future incidents/
accidents.
 Internal safety audits are conducted periodically
 Preventive Maintenance is being carried out for construction tools and tackles.
13. Number of Complaints on the following made by employees and workers:
FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year)
Pending
Filed during Filed during the Pending resolution
resolution at Remarks Remarks
the year year at the end of year
the end of year
Working Conditions 0 0 - 0 0 -
Health & Safety 0 0 - 0 0 -
14. Assessments for the year:
% of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Health and safety practices
70% by internal team
Working Conditions
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant
risks/ concerns arising from assessments of health & safety practices and working conditions.
NIL

68 Annual Report 2022-23

Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of
(A) Employees - Yes
(B) Workers - NA
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value
chain partners.
 ll corporate contracts entered by us with value chain partners require them to comply with the statutory benefits scheme. The
A
compliance is periodically reviewed.
3. Provide the number of employees / workers having suffered high consequence work- related injury/ill-health /fatalities (as
reported in Q11of Essential Indicators above), who have been are rehabilitated and placed in suitable employment or whose
family members have been placed in suitable employment:
No. of employees/workers that are rehabilitated
Total no. of affected employees/workers and placed in suitable employment or whose family
members have been placed in suitable employment
FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
(Current Financial (Previous Financial (Current Financial (Previous
Year) Year) Year) Financial Year)
Employees Nil
Workers Not Applicable
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career
endings resulting from retirement or termination of employment? (Yes/ No) YES
5. Details on assessment of value chain partners:
%of value chain partners (by value of business
done with such partners) that were assessed
Health and safety practices Nil
Working Conditions Nil
6. Provide details of any corrective actions taken or underway to address significant risks/ concerns arising from assessments
of health and safety practices and working conditions of value chain partners.
Not applicable
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.

SEPC values and recognizes the role andthe contribution made by any individual, group or institution that constitute its value
chain as a stakeholder. Contribution made by each of one of them is assessed to identify the key stakeholders. This includes
employees, community, investors, suppliers, customers etc.,
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.

Whether Frequency of
identified as Engagement Purpose and scope of Engagement
Stakeholders
Vulnerable and Channel of communication (Annually/Half/Yearly/ including key topics and concerns raised
group
marginalized Quarterly/others – during such engagement
group (Yes/No) please specify
AGM, Annual reports, periodical
dissemination of information
Keep the shareholders informed and
Shareholders No through stock exchanges, Annual, Need basis
improve governance practices.
addressing queries raised,
Grievance redressal etc

Annual Report 2022-23 69

 Whether Frequency of
identified as Engagement Purpose and scope of Engagement
Stakeholders
Vulnerable and Channel of communication (Annually/Half/Yearly/ including key topics and concerns raised
group
marginalized Quarterly/others – during such engagement
group (Yes/No) please specify
Helps build good team, upgrade skills and
Employee interaction,
knowledge and align employees towards
Performance appraisal, E mail
Employees No Regular organizational goals. Career advancement
communication, promotion
opportunities and adhere to ethical
incentives etc
practices.
Local development and contribute to better
Community No NA Need basis
livelihoods
Understand their need and strive towards
Regular interaction, email
satisfying their needs. Obtain feedback to
Customers No communication, meetings held at Regular, Need basis
improve the process. Help customers meet
various levels
their sustainability goals.
Periodical interaction, meetings, Improve efficiency through timely supply of
Suppliers No Regular
email communication quality goods
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics
or if consultation is delegated, how is feedback from such consultations provided to theBoard.

Consultation with our stakeholders is an ongoing process. We engage with our employees, suppliers and customers regularly
during the course of our business. The shareholders have the opportunity to interact with the board members during Annual
General Meeting. The Management team reviews the feedback periodically.
2. Whether stakeholder consultation is used to support the identification and management of environmental, and social
topics (Yes/No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were
incorporated into policies and activities of the entity.
NO
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized
stakeholder groups.
Not Applicable
PRINCIPLE 5 Businesses should respect and promote human rights
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following
format:
FY2022-2023 FY 2021-22
Current Financial Year Previous Financial Year
Category No. of No. of
employees / employees
Total (A) %(B/ A) Total(C) / workers %(D/ C)
workers
covered(B) covered(D)
Employees
Permanent 251 62 25% 271 74 27%
Other than permanent 9 2 22% 11 2 18%
Total Employees 260 64 25% 282 76 27%
Workers
Permanent Nil
Other than permanent Not Applicable
Total Workers

70 Annual Report 2022-23

2. Details of minimum wages paid to employees and workers, in the following format:
FY 22-23 FY 21-22
Current Financial Year Previous Financial Year
Equal to Minimum More than Equal to Minimum More than
Category
Total Wage Minimum Wage Total Wage Minimum Wage
(A) No. % (B / No. % (C / (D) No. %(E / No. %(F /
(B) A) (C) A) (E) D) (F) D)
Employees
Permanent
Male 228 0 0% 228 100% 245 0 0% 245 100%
Female 23 0 0% 23 100% 26 0 0% 26 100%
Other than Permanent
Male 9 0 0% 9 100% 11 0 0% 11 100%
Female - - - - - - - - - -
Workers
Permanent
Male Nil
Female Nil
Other than Permanent
Male 245 245 100% 0 0% 220 220 100% 0 0%
Female 7 7 100% 0 0% 1 1 100% 0 0%
3. Details of remuneration/salary/wages, in the following format:
Male Female
Median remuneration/
Median remuneration/ salary/
Number Number salary/ wages of
wages of respective category
respective category
Board of Directors (BoD) 3 6,015,000 -- --
Key Managerial Personnel 2 3,448,260 -- --
Employees other than BoD and KMP 225 504,828 23 525,360
Workers --
4. Do you have a focal point (Individual/Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business?
YES
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.-
We have exclusive committees constituted to redress grievances relating to human rights issues.
6. Number of Complaints on the following made by employees and workers:
FY 2023-22 FY 2022-21
Current Financial Year Previous Financial Year
Category Pending Pending
Filed during Filed during
resolution at the Remarks the year resolution at the Remarks
the year end of year end of year
Sexual Harassment Nil Nil
Discrimination at Workplace Nil Nil
Child Labour Nil Nil

Annual Report 2022-23 71

 FY 2023-22 FY 2022-21
Current Financial Year Previous Financial Year
Category Pending Pending
Filed during Filed during
resolution at the Remarks the year resolution at the Remarks
the year end of year end of year
Forced Labour / Involuntary
Nil Nil
Labour
Wages Nil Nil
Other human
Nil Nil
rights related issues
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.-
The complaints of discrimination and harassment are addressed in a fair manner. The identity of the complainant is not
disclosed unless required. Post the resolution, protection is given to the complainant to avoid any vindictive consequences.
8. Do human rights requirements form part of your business agreements and contracts? Yes
Clauses related to various aspects of human rights are part of the contracts with suppliers, partners, etc
9. Assessments for the year:

% of your plants and offices that were assessed

(by entity or statutory authorities or third parties)
Child labour Employing child labour is prohibited by SEPC. – 100%
Aligning with the applicable amended labour codes, SEPC has an excellent track record
Forced / involuntary labour insofar as engaging labourers is concerned. It never encourages any forced or involuntary
labour. – 100%
The Company has a well defined policy for Prevention of Sexual Harassment at the
workplace. The Company has a defined system to receive complaints from the employees
Sexual harassment at any point of time and a Committee consisting of top management representative to
review such cases, if any, reported and deliver punishment to erring employees, if so
warranted. Thus far the Company has a good track record in this area too. – 100%
The Company boasts of a good track record as it firmly believes with conviction to bestow
Discrimination at workplace equal rights with equal remuneration to all workmen based on performance without any
discrimination. This holds good for all its site offices too. – 100%
So far as payment of wages is concerned, the Company is fully compliant in terms of
the relevant rules under the Payment of Wages Act, equal remuneration act, payment of
Wages
minimum wages act, etc. The Company stands to have a good record here again with
absolutely no complaints against it from any of its offices / site offices. – 100%
The Company’s internal operations are subjected to Audit with particular reference to
statutory compliances every year before the IMS Certification. The company has passed
all such audits / verifications with NO DEVIATION / NIL NON CONFORMANCE so far. The
Others – please specify Company ensures that before starting any of its operations, the pre-required clearances,
approvals, Licences ,etc are obtained. The Offices of SEPC are also subjected to surprise
inspections by the Labour Officers. So far there has been no issues from any such surprise
inspections from the Government Officials. – 100%
10. Provide details of any corrective actions taken or underway to address significant risks/
Concerns arising from the assessments at Question 9above.
No significant risk/concern raised

72 Annual Report 2022-23

Leadership Indicators
1. Details of a business process being modified/introduced as are sult of addressing human rights grievances/complaints.-
No complaint received in FY2022-23 for human rights violation.
2. Details of the scope and coverage of any Human rights due-diligence conducted.
The scope and coverage of human rights due diligence extends to the Company’s offices including contractual workers. This
assessment covers aspects such as child labour, forced/involuntary labour, wages, sexual harassment, discrimination at
workplace, health and safety, working conditions and grievance mechanism.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons
with Disabilities Act, 2016?
Most of the permanent facilities and office buildings are accessible to differently abled visitors.
4. Details on assessment of value chain partners:

% of value chain partners (by value of business done with such partners)that
were assessed
Sexual Harassment Nil
Discrimination at workplace Nil
Child Labour Nil
Forced Labour/Involuntary Labour Nil
Wages Nil
Others–pleas especify Nil
Note: Most of our value chain partners are reputed Corporate companies who have their own policies and mechanism to monitor
for compliance of all matters relating to human rights and ethical practices.
5. Provide details of any corrective actions taken or under way to address significant risks/ Concerns arising from the
assessments at Question 4 above.
Not applicable
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (In Mega Joules or multiples) and energy intensity, in the following format

FY 2023-22 FY 2022-21
Parameter
(Current Financial Year) (Previous Financial Year)
Total electricity consumption (A)(MJ) 15,496,600 3,544,736
Total fuel consumption(B) - -
Energy consumption through - -
other sources (C) - -
Total energy consumption - -
(A+B+C)(MJ) 15,496,600 3,544,736
Energy intensity per rupee of 0.0041 0.0012
turnover - -
(Total energy consumption/ - -
turnover in rupees) - -
Energy intensity(optional)–the - -
relevant metric may be selected by the entity - -

Annual Report 2022-23 73

Note: Indicate if any independent assessment / evaluation/ assurance has been carried out by an external agency?(Y/N) If
yes,name of the external agency. - No
2. Does the entity have any sites/ facilities identified as designated consumers (DCs) under the Performance, Achieve and
Trade(PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been
achieved. In case targets have not been achieved, provide the remedial action taken, if any.
No
3. Provide details of the following disclosures related to water, in the following format:
FY 2023-22 FY 2022-21
Parameter
(Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water Nil Nil
(ii) Groundwater Nil Nil
(iii) Third party water Nil Nil
(iv) Seawater/ desalinated water Nil Nil
(v)Others Nil Nil
Total volume of water withdrawal
Nil Nil
(in kilolitres) (i+ii+iii+iv+v)
Total volume of water consumption (in kilolitres) Nil Nil
Water intensity per rupee of turnover (Water consumed/
Nil Nil
turnover)
Water intensity (optional) – the Relevant metric may be
Nil Nil
selected by the entity
Note: Indicate if any independent assessment/ evaluation/ assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.
NA
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

FY 2023-22 FY 2022-21
Parameter Please specify Unit
(Current F inancial Year) (Previous FinancialYear)
NOx
Sox
Particulate matter (PM)
Persistent organic pollutants (POP) – Not applicable as there are no emissions from the process
Volatile organic compounds (VOC)
Hazardous air pollutants(HAP)
Others – please specify
Note: Indicate if any independent assessment/ evaluation/ assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.

74 Annual Report 2022-23

6. Provide details of green house gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
FY2022-23 FY 2022-21
Parameter Unit
(Current Financial Year) (Previous Financial Year)
Total Scope 1 emissions (Break-up of the
Metric tonnes of CO2
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, Nil Nil
equivalent
NF3, if available)
Total Scope 2 emissions (Break-up of the
Metric tonnes of CO2
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, Nil Nil
equivalent
NF3, if available)
Total Scope 1 and Scope 2 emissions per
Nil Nil
rupee of turnover
Total Scope1 and Scope 2 emission
intensity (optional) –the relevant metric may Nil Nil
be selected by the entity
Note: Indicate if any independent assessment/ evaluation/ assurance has been carried out by an external agency?(Y/N) If yes,
name of the external agency. - No
7. Does the entity have any project related to reducing Green House Gas emission? No
8. Provide details related to waste management by the entity, in the following format: NA
FY 2022-23 FY 2021-22
Parameter
(Current Financial Year) (Previous Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A) - -
E-waste (B) - -
Bio-medical waste (C) - -
Construction and demolition waste (D) - -
Battery waste (E) - -
Radioactive waste (F) - -
Other Hazardous waste. Please specify, if any. (G) - -
Other Non-hazardous waste generated (H). Please specify, if any.
- -
(Break-up by composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H) - -
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations
(in metric tonnes)
Category of waste
(i) Recycled - -
(ii) Re-used - -
(iii) Other recovery operations - -
Total - -
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration - -
(ii) Landfilling - -
(iii) Other disposal operations - -
Total - -
Note: Indicate if any independent assessment/ evaluation/ assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No.

Annual Report 2022-23 75

9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your
company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to
manage such wastes.
NA
10. If the entity has operations/ offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hot spots, forests, coastal regulation zones etc.) where environmental approvals/
clearances are required, please specify details in the following format:
Whether the conditions of environmental approval/
S. No. Location of operations/offices Type of operations clearance are being complied with? (Y/N) If no, the
reasons thereof and corrective action taken, ifany.
NIL
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
financial year:
The Company does not conduct Environmental Impact Assessment (EIA) since it falls under the purview of its clients.
Results
Name and Whether conducted by
EIA Notification communicated in
brief details of Date independent external Relevant Web link
No. public domain (Yes/
Project agency (Yes/No)
No)
NIL
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention
and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules there
under(Y/N). If not, provide details of all such non-compliances, in the following format: YES
Specify the law / regulation Any fines / penalties /action taken
Provide details of the Corrective action
S.No. / guidelines which was not by regulatory agencies such as
non- compliance taken, if any
complied with pollution control boards or by courts
NIL
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the
following format:
FY 2023-22 FY2022-21
Parameter
(Current Financial Year) (Previous Financial Year)
From renewable sources
Total electricity consumption (A) 15,496,600 3,544,736
Total fuel consumption(B) - -
Energy consumption through other sources (C) - -
Total energy consumed from renewable sources
15,496,600 3,544,736
(A+B+C)
From non-renewable sources
Total electricity consumption (D) (MJ) - -
Total fuel consumption(E) - -
Energy consumption through other sources (F) - -
Total energy consumed from non-renewable sources
- -
(D+E+F) (MJ)
Note: Indicate if any independent assessment/ evaluation/ assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No

76 Annual Report 2022-23

2. Provide the following details related to water discharged: Not Applicable
FY 2022-23 FY 2022-21
Parameter
(Current FinancialYear) (Previous FinancialYear)
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
- No treatment
- With treatment – please specify level of Treatment
(ii) To Groundwater
- No treatment
- With treatment–please specify level of Treatment
(iii) To Seawater
- No treatment
Not Applicable
- With treatment–please specify level of Treatment
(iv) Sent to third-parties
- No treatment
- With treatment–please specify level of Treatment
(v) Others
- No treatment
- With treatment–please specify level of Treatment
Total water discharged (in kilolitres)
Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency? (Y/N)If yes,
name of the external agency. No
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres): Not Applicable
For each facility/ plant located in areas of water stress, provide the following information:
(i) Name of the area
(ii) Nature of operations
(iii) Water withdrawal, consumption and discharge in the following format:
FY 2023-22 FY 2022-21
Parameter
(Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater/ desalinated water
(v) Others
Not Applicable
Total volume of water withdrawal (in kilolitres)
Total volume of water consumption (in kilolitres)
Water intensity per rupee of turnover (Water consumed/
turnover)
Water intensity (optional) – the relevant metric may be
selected by the entity
Water discharge by destination and level of treatment (in kilolitres)

Annual Report 2022-23 77

 FY 2023-22 FY 2022-21
Parameter
(Current Financial Year) (Previous Financial Year)
(i) Into Surface water
- No treatment
- With treatment – please specify level of treatment
(ii) Into Groundwater
- No treatment
- With treatment – please specify level of treatment
(iii) Into Seawater
- No treatment
Not Applicable
- With treatment – please specify level of treatment
(iv) Sent to third-parties
- No treatment
- With treatment – please specify level of treatment
(v) Others
- No treatment
- With treatment – please specify level of treatment
Total water discharged (in kilolitres)
Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency?(Y/N)If yes,
name of the external agency. - No
4. Please provide details of totale missions&its intensity, in the following format:NA
FY 2023-2022 FY 2022-21
Parameter Unit
(Current Financial Year) (Previous Financial Year)
Total Scope 3 emissions
(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, - - -
NF3, if available)
Total Scope 3 emissions per rupee of turnover - - -
Total Scope 3 emission intensity (optional) – the relevant
- - -
metric may be selected by the entity
Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. No
5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of
significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.
No
6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency,
or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as
outcome of such initiatives, as per the following format:
Details of the initiative (Web-link, if any, may be
Sr. No Initiative undertaken Outcome of the initiative
provided along-with summary)
Not Applicable

78 Annual Report 2022-23

7. Does the entity have a business continuity and disaster management plan? Give details in 100 words.

We have an Emergency Preparedness plan to deal with contingencies and to protect our personnel and assets to quickly
restore operations when a disaster strikes. All our employees are continuously trained by conducting mock drills to handle
disasters.

To prevent any loss of data in the event of a disaster, periodical back up is taken. Critical data are stored in the cloud platform
which can be retrieved anytime.
8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard.
Most of our value chain partners are reputed companies who have adopted sustainable business practices and there is no
significant adverse impact to the environment.
9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
impacts. NA
PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible
and transparent
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations. ONE
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the
entity is a member of/affiliated to.
Reach of trade and industry chambers /
S.No. Name of the trade and industry chambers / associations
associations (State / National)
1 Madras Chamber of Commerce &Industry Both State and National level
2. Provide details of corrective action taken o r underway on any issues related to anti- competitive conduct by the entity, based
on adverse orders from regulatory authorities.
Not Applicable

Name of Authority Brief of the case Corrective action taken

Leadership Indicators
1. Details of public policy positions advocated by the entity:
Whether information Frequency of review by
Public policy Method of reported
S.No. available in public domain Board (Annually/Half Yearly/ Web Link, if available
advocated for such advocacy
(Yes/No) Quarterly/Others)
Not Applicable
PRINCIPLE 8 Businesses should promote inclusive growth and equitable development
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
financial year. NA
SIA Date of Whether conducted by Results communicated
Name and brief
Notification independent external in public domain Relevant Web link
details of project notification
No. agency (Yes / No) (Yes / No)
- - - - - -
- - - - - -
The Company does not conduct Social Impact Assessment (SIA) since it falls under the purview of the clients

Annual Report 2022-23 79

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your
entity, in the following format: NA
Name of Project for No. of Project Affected % of PAFs covered Amounts paid to PAFs
S. No. State District
which R&R is ongoing Families (PAFs) by R&R in the FY (In INR)
- - - - - - -
- - - - - - -
The Company does not undertake R&R as it falls under the ambit of the clients
3. Describe the mechanisms to receive and redress grievances of the community. – Not Applicable
4. Percentage of input material/services (inputs to total inputs by value) sourced from suppliers/service providers:

FY2023-22 FY2022-21
Current Financial Previous FinancialYear
Directly sourced from MSMEs/small producers --- ---
Sourced directly from within the district and Neighboring districts 100% 100%
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question1of Essential Indicators above): Not Applicable

Details of negative social impact identified Corrective action taken

–
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified
by government bodies: NOT APPLICABLE

S.No. State Aspirational District Amount spent (inr)

–
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized/ vulnerable groups?(Yes/ No) NO
(b) From which marginalized/vulnerable groups do you procure? NA
(c) What percentage of total procurement (by value) does it constitute? NA
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity(in the current
financial year), based on traditional knowledge: NA

Intellectual property based on Owned/Acquired

S.No. Benefit Shred (Yes/No) Basis of calculating benefit share
traditional knowledge (Yes/No)
–
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein
usage of traditional knowledge is involved. - NA

Name of Authority Brief of the case Corrective action plan

–
6. Details of beneficiaries of CSR Projects: NA

No. of persons benefited % of beneficiaries from vulnerable and

S.No. CSR Project
from CSR Projects marginalized groups
–

80 Annual Report 2022-23

PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
2. The nature of the business and product is such that the consumer complaints and feedback may not be relevant for the
Company
3. Turnover of products and/services as a percentage of turnover from all products/service that carry information about: NA

As a percentage to total turnover

Environmental and social parameters relevant to the product
Safe and responsible usage –
Recycling and/or safe disposal
4. Number of consumer complaints in respect of the following Nil

FY2023-22 FY2022-21
(Current Financial Year) (Previous Financial Year)
Remarks Remarks
Received Pending resolution at Received Pending
during the year end of year during the year resolution at end of year
Data privacy - - - - - -
Advertising - - - - - -
Cyber-security - - - - - -
Delivery of essential services - - - - - -
Restrictive Trade Practices - - - - - -
Unfair Trade Practices - - - - - -
Other - - - - - -
5. Details of instances of product recalls on account of safety issues: NA

Number Reasons for recall

Voluntary recalls
–
Forced recalls
6. Does the entity have a frame work/policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a
web-link of the policy. YES : http://www.sepc.in/pdf/Cyber-Security.pdf
7. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action taken
by regulatory authorities on safety of products / services. - NIL
Leadership Indicators
1. Channels /platforms where information on products and services of the entity can be accessed (provide web link, if available).
NA
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services. NA
3. Mechanisms in place to inform consumers of any risk of disruption/ discontinuation of essential services. NA
4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/ No/ Not
Applicable) If yes, provide details in brief. Did your entity carryout any survey with regard to consumer satisfaction relating to
the major products/ services of the entity, significant locations of operation of the entity or the entity as a whole?(Yes/No)
NA
5. Provide the following information relating to data breaches:
a. Number of instances of data breaches along-with impact - NIL
b. Percentage of data breaches involving personally identifiable information of customers - NA

Annual Report 2022-23 81

 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[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 and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015 as amended]
The Members,
SEPC LIMITED
CIN: L74210TN2000PLC045167
4th Floor, Bascon Futura,
SV IT Park Venkatanarayana Road,
Parthasarathy Puram,
T.Nagar, Chennai - 600017
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by SEPC LIMITED [Corporate Identification Number: L74210TN2000PLC045167](hereinafter referred to as
“the Company”) for the financial year ended March 31 2023. Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of Company’s books, papers, minute books, forms and returns filed and other records maintained by
the Company and also the information provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial
year ended March 31 2023 generally complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended March 31 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) The Company has complied with the applicable provisions of Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Overseas Direct Investment, Foreign Direct Investment and External Commercial
Borrowings. However the Company is yet to get the approval from Reserve Bank of India for the allotment of Equity shares
amounting to Rs. 350 crores.
(v) 
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’):-
a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (not
applicable during the year under review);
f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (not
applicable during the year under review);
g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client (not applicable as the company is not registered as Registrar to an
Issue and Share transfer Agent during the year under review);

82 Annual Report 2022-23

 h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (not applicable during the
year under review); and
i) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (not applicable during the year
under review);
(vi) The Management has identified and confirmed the following Laws as being specifically applicable to the Company:
1. Labour laws and other incidental laws related to labour and employees appointed by the Company including those on
contractual basis as relating to wages, gratuity, prevention of sexual harassment, dispute resolution welfare, provident
fund, insurance, compensation etc;
2. Acts relating to consumer protection including Competition Act, 2002;
3. Acts and rules prescribed under prevention and control of pollution;
4. Acts and Rules relating to Environmental protection and energy conservation;
5. Acts and Rules relating to hazardous substances and chemicals;
6. Acts and Rules relating to Electricity, motor vehicles,explosives, Boilers etc.;
7. Acts prescribed relating to mining activities;
8. Acts relating to protection of IPR;
9. The Information Technology Act, 2000;
10. Tamil Nadu Labour Welfare Fund Act, 1972 read with Tamil Nadu Labour Welfare Fund Rules, 1973
11. Land revenue laws and
12. Other local laws as applicable to various plants and offices.
We believe that the audit evidence which we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion and to the best of our information and according to explanations given to us, we believe that the systems and
mechanisms established by the Company are generally adequate to ensure compliance of laws as mentioned above.
We have also examined compliance with the applicable clauses / regulations of the following:
(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) (Revised effective
from October 1, 2017) and the Guidance Note on Meetings of the Board of Directors and General Meetings (revised) issued
by The Institute of Company Secretaries of India.
(ii) The Uniform Listing Agreement entered into with BSE Limited and National Stock Exchange of India Limited pursuant to the
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (herein after referred as “Listing
Regulations”).
During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. issued by the Ministry of Corporate Affairs, Securities and Exchange Board of India and such other regulatory
authorities for such acts, rules, regulations, standards etc. as mentioned above except to the extent as mentioned below:
1. The Company did not have Woman Independent Director on its Board as required under second proviso of subsection(1) of
Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation
17(1)(a) of SEBI Listing Regulations for the period from September 24 2022 to January 29 2023. However as per the
information and explanations provided by the Company, the Company has appointed Ms. Gayathri Sundaram as Additional
and Independent Director of the Company with effect from January 30 2023.
2. The Company did not have the optimum or statutory minimum of 6 directors as required under the regulation 17(1)(c) of the
SEBI Listing Regulations for the period from September 24 2022 to January 29 2023.
3. The Company has not made any disclosure to the stock exchange for the Quarter ended June 30 2022, September 30 2022,
December 31 2022 and March 31 2023 regarding default on loans, including revolving facilities like cash credit, from banks
pursuant to SEBI/HO/CFD/CM D1/CIR/P/2019/140 dated November 21 2019 which continues beyond 30 days.

Annual Report 2022-23 83

4. The Withdrawal of Nomination of Mr. Kallika Prasad which was on February 24 2022 has been disseminated to the Stock
Exchange on May 30 2022 exceeding the time period specified under Regulation 30(6) of Listing Regulations read with
Schedule III, Part A, Para A, Clause 7.
5. The Company has submitted its Annual audited financial results for the financial year ended March 31 2022, on June 24 2022
exceeding the time period precribed under Regulation 33(3)(d) of SEBI Listing Regulations.
6. The Company has submitted its Annual Secretarial Compliance Report to stock exchange on June 29 2022, exceeding the
time period precribed under Regulation 24A(2) of SEBI Listing Regulations.
7. The Company has submitted the Outcome of Board Meeting (dated June 24 2022 in which its financial results were
considered) with a delay of 1 hour and 2 minutes exceeding the time period specified under Regulation 30 of SEBI Listing
Regulations read with Schedule III Part A, Para A, Clause H in the National Stock Exchange of India.
8. The Company has submitted its disclosure to the stock exchange, (w.r.t Mr. T. Shivaraman and Mr. Mohammed Amjat Shariff
retirement on September 19 2022) on September 23 2022, exceeding the time period precribed under Regulation 30 of
Listing Regulations, read with Schedule III Part A, Para A Clause 7.
9. (a) The Company has not filed the Monitoring Agency Report and Statement of Deviation and variation for the Quarter ended
June 30 2022 violating Regulation 32(6) of SEBI Listing Regulations.
(b) The Company has filed the Monitoring Agency Report and Statement of Deviation on November 15 2022 for the Quarter
ended September 30 2022 exceeding the time period precribed under the above stated regulation.
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Director, Woman
Independent Director and Independent Directors except to the extent as mentioned above. The changes in the composition of
Board of Directors that took place during the period under review were carried out in the compliance with the provisions of the Act
and the Listing Regulations, except to the extent as stated above.
Adequate notice is given to all directors before schedule of the Board/Committee 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. Notes on agenda which are circulated less
than the specified period, the necessary compliances under the Act and Secretarial Standards on Board Meeting are complied
with.
During the year under review, Directors/Members have participated in the Board / Committees meetings through video
conferencing, such meetings were properly convened and recorded in compliance with the provisions of Section 173 (2) of the
Act read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014. Further, the Circulars, Regulations and
Guidelines issued by the Ministry of Corporate Affairs, Securities and Exchange Board of India and other relevant regulatory
authorities pertaining to Board/ Committee meetings, General Meetings and other provisions of the Act, Rules and Regulations
have been complied with by the Company.
Based on the verification of the records and minutes, the decisions were carried out with the consent of the Board of Directors /
Committee Members and no Director / Members of the Committee dissented on the decisions taken at such Board / Committee
Meetings. Further, in the minutes of the General Meetings, the number of votes cast against the resolution(s) by the members
have been recorded.
We further report that based on the review of compliance mechanism established by the Company and on the basis of our review
and audit of the records and books, we are of the opinion that the management has broadly adequate systems and processes
commensurate with its size and operations, to monitor and ensure compliance with all applicable laws, rules, regulations and
guidelines.
We further report that the above mentioned Company being a listed entity this report is also issued pursuant to Regulation 24A
of the Listing Regulations as amended and circular No.CIR/CFD/CMD1/27/2019 dated 8th February, 2019 issued by Securities
and Exchange Board of India.
We further report that as per the information and explanations provided by the Management, the Company does not have
any Material Unlisted Subsidiary(ies) Incorporated in India as defined in Regulation 16(1)(c) and Regulation 24A of the Listing
Regulations as amended during the period under review.

84 Annual Report 2022-23

We further report that during the audit period, the Company had
1. pursuant to the Resolution Plan approved by the consortium of Lenders of the Company as per the Prudential Framework for
Resolution of Stressed Assets by Reserve Bank of India Circular dated June 7 2019:
a) Obtained approval of the Board for allotment of Equity shares and the allotment has been made during the year on
Preferential basis to Mark AB Capital Investment LLC to a tune of Rs. 350 crores, in various tranches.
b) a change in Management Control, (i.e) Dr. R. Ravichandran, Dr. Arun Kumar Gopalaswamy, Mr. Abdulla Mohammad
Ibrahim Hassan Abdulla and Mr. N K Suryanarayanan had been inducted into the Board with effect from June 24 2022.
The erstwhile Board composed of Mr. Thyagarajan Shivaraman, Mr. Mohammed Amjat Shariff (retired with effect from
September 19 2022), Mr. Prabhakar Dattatraya Karandikar (resigned with effect from September 22 2022), Mrs. Chandra
Ramesh, Mr. Bapu Srinivasan and Mr. Kodumudi Sambamurthi Sripathi (resigned with effect from September 23 2022).
c) Obtained the approval of allotment committee at their meeting held on June 28, 2022 for allotment of 1,57,66,000
Unlisted Compulsorily Convertible Debentures (CCDs) of Rs.100/- each aggregating to Rs. 157.66 Crores and 1,57,66,000
Unlisted Non-Convertible Debentures (NCDs) of Rs.100/- each aggregating to Rs. 157.66 Crores in various tranches.
d) Obtained the approval of Board of Directors at their meeting held on September 24, 2022 for reclassification of SVL
Limited from ‘Promoter’ catagory to ‘Public’ catagory and consequently the shares held by SVL Limited is transferred to
Mark AB Welfare Trust, part of promoter group amounting to 6,58,49,462 shares on February 25, 2023 and February 27,
2023 respectively.
2. Obtained the approval of Board of Directors at their meeting held on December 27 2022 for issuing equity shares of the
company on rights basis for an amount not exceeding Rs. 49,90,00,000 consisting of 4,99,00,000 equity shares of Rs. 10/-
each. The Company has completed the raising of funds through Rights Issue post completion of period under review.

FOR SRINIDHI SRIDHARAN & ASSOCIATES

COMPANY SECRETARIES

CS SRINIDHI SRIDHARAN
CP No. 17990
FCS No. 12510
PR NO: 655/2020
PLACE: CHENNAI UIN: S2017TN472300
DATE : AUGUST 10, 2023 UDIN F012510E000779364
This report is to be read with our letter of even date which is annexed as ANNEXURE -A and forms an integral part of this report.

Annual Report 2022-23 85

'Annexure -A'
The Members
SEPC LIMITED
CIN:L74210TN2000PLC045167
4th Floor, Bascon Futura,
SV IT Park Venkatanarayana Road,
Parthasarathy Puram,
T.Nagar, Chennai - 600017
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records as per the Auditing Standards (CSAS-1 to CSAS-4) and Guidance Notes
on ICSI Auditing Standards and Guidance Note on Secretarial Audit issued by The Institute of Company Secretaries of India.
The verification was done to ensure that correct facts are reflected in secretarial records. We believe that the processes and
practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company as well
as correctness of the values and figures reported in various disclosures and returns as required to be filed by the company
under the specified laws.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. It is the responsibility of the management of the company to devise proper systems to ensure compliance with the provisions
of Corporate and other applicable laws, rules, regulations, standards and to ensure that the systems are adequate and
operate effectively. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.

FOR SRINIDHI SRIDHARAN & ASSOCIATES

COMPANY SECRETARIES

CS SRINIDHI SRIDHARAN
CP No. 17990
FCS No. 12510
PR NO: 655/2020
PLACE: CHENNAI UIN: S2017TN472300
DATE : AUGUST 10, 2023 UDIN F012510E000779364

86 Annual Report 2022-23

 STANDALONE
FINANCIAL
STATEMENTS

Annual Report 2022-23 87

INDEPENDENT AUDITOR’S REPORT To the Members of SEPC Limited

Report on the Audit of the Standalone Financial Statements Accordingly, we are unable to comment on the carrying
value of above-mentioned Contract Asset (Non-Current)
Qualified Opinion
and Trade Receivables (Non-Current) and the impact if
We have audited the accompanying standalone financial any, on account of non-provisioning of the said balances,
statements of SEPC Limited (“the Company”), which comprise on the standalone financial statements. (Refer to Note 8.1
the Balance Sheet as at March 31, 2023, and the Statement and Note 11.1 of the Standalone Financial Statements)
of Profit and Loss (including Other Comprehensive Income),
These matters were also qualified in our report on the
Statement of Changes in Equity and Statement of Cash Flows
standalone financial statements for the year ended March 31,
for the year then ended, and notes to the standalone financial
2022.
statements, including a summary of significant accounting
policies and other explanatory information. We conducted our audit in accordance with the Standards
In our opinion and to the best of our information and according on Auditing (SAs) specified under section 143(10) of the
to the explanations given to us, except for the effects of the Act. Our responsibilities under those Standards are further
matter described in the Basis for Qualified Opinion section of described in the Auditor’s Responsibilities for the Audit of the
our report, the aforesaid standalone financial statements give Standalone Financial Statements section of our report. We
the information required by the Companies Act, 2013, (“the are independent of the Company in accordance with the Code
Act”) in the manner so required and give a true and fair view in of Ethics issued by the Institute of Chartered Accountants of
conformity with the Indian Accounting Standards prescribed India (“ICAI”) together with the ethical requirements that are
under section 133 of the Act read with Companies (Indian relevant to our audit of the standalone financial statements
Accounting Standards) Rules, 2015, (“Ind AS”) and other under the provisions of the Act and the Rules thereunder,
accounting principles generally accepted in India, of the state and we have fulfilled our other ethical responsibilities in
of affairs of the Company as at March 31, 2023, and its loss accordance with these requirements and the ICAI’s Code of
and other comprehensive income, changes in equity and its Ethics. We believe that the audit evidence obtained by us is
cash flows for the year ended on that date. sufficient and appropriate to provide a basis for our qualified
opinion.
Basis for Qualified Opinion
Emphasis of Matter
1. The carrying value of Deferred Tax Asset (DTA) include
an amount of Rs. 33,289.92 Lakhs (March 31, 2022: We draw attention to the following matters in the Notes to the
Rs. 39,645 Lakhs) which is recognized on unabsorbed standalone financial statements:
business losses. Due to unavailability of sufficient a) Note 42.1(i) of the standalone financial statements,
appropriate audit evidence to corroborate management’s which describes the implementation of Resolution
assessment that sufficient taxable profits will be Plan entered into with the lenders dated June 22, 2022,
available in the future against which such unabsorbed wherein interest waiver, and the difference between the
business losses can be utilised as required by Ind AS 12 carrying amounts of the facilities before restructuring and
on Income taxes, we are unable to ascertain the extent to the fair values of the new facilities has been recognised
which the deferred tax asset can be utilized. (Refer Note
as income and disclosed under Exceptional items in the
43B of the standalone financial statements).
statement of profit and loss in accordance with INDAS
2. 
Contract Assets (Non-Current) include Rs. 7,351.90 109 - Financial Instruments.
Lakhs (Net of provisions amounting to Rs. 926.98
b) Note 42.1(ii) to the standalone financial statements,
Lakhs) (March 31, 2022: Rs. 3,956.02 Lakhs) and Trade
which states that the management has written off an
Receivables (Non-Current) include Rs. 575.21 Lakhs (Net
amount of Rs. 5,819.69 Lakhs towards amounts due on
of provisions amounting to Rs. 82.99 Lakhs) relating to
account of work performed on a contract entered into
dues on projects which are not progressing on account
with a customers which was subsequently wrongfully
of statutory delays faced by the customer. In the absence
terminated before the completion of the contract due
of positive development in this matter till date, there is
to certain issues at the contract site. Legal disputes /
uncertainty on the amount that would be recoverable
arbitration proceedings have been initiated during the
by the Company. Further, we do not have sufficient
period in respect of projects with the customers.
appropriate audit evidence to corroborate management’s
assessment of recoverability of the said amounts. Our opinion is not modified in respect of these matters.

88 Annual Report 2022-23

Information Other than the Standalone Financial Statements expert of the customers as per the specific requirements of
and Auditor’s Report Thereon the contracts.
The Company’s Board of Directors is responsible for the Expected credit losses are measured based on the present
other information. The other information comprises the value of cash shortfalls over the remaining expected lives
information included in the Annual Report, Management of the trade receivables and contract assets. The Company
Report, Management Discussion and Analysis, Chairman’s estimates and recognises allowance for expected credit
Statement, Director’s Report including Annexures to Director’s losses on these trade receivables and contract assets which
Report, Corporate Governance and Shareholder’s information, involves consideration of ageing status, historical payment
Business Responsibility and Sustainability Reporting etc, but records, the likelihood of collection based on the terms of the
does not include the standalone financial statements and our contract and the credit information of its customers.
auditor’s report thereon. We have identified provisioning for expected credit loss as a
Our opinion on the standalone financial statements does not key audit matter as the calculation of expected credit loss is
cover the other information and we do not express any form of a complex area and requires management to make significant
assurance conclusion thereon. assumptions and estimations on customer payment trends
and behaviour in order to determine the amounts and timing
In connection with our audit of the standalone financial
of expected future cash flows.
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information How the Key Audit Matter was addressed in our audit:
is materially inconsistent with the standalone financial Our audit procedures in respect of this area included:
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the 1. Obtained an understanding of the Company's process
work we have performed, we conclude that there is a material relating to allowance for credit loss and assessed the
misstatement of this other information, we are required to management’s estimate and related policies used in the
report that fact. The other information included in the Annual credit loss analysis.
Report, Management Report, Management Discussion and 2. Verified design, implementation and operating
Analysis, Chairman’s Statement, Director’s Report including effectiveness of controls over development of the
Annexures to Director’s Report, Corporate Governance and methodology for the computation of provision for
Shareholder’s information, Business Responsibility and expected credit losses including completeness and
Sustainability Reporting etc, have not been adjusted for the accuracy of information used in such estimation and
impacts as described in the Basis for Qualified section above. computation.
Accordingly, we are unable to conclude whether or not the
3. Examined, on a test check basis, the objective evidence
other information is materially misstated with respect to this
relating to the impairment of trade receivables and
matter.
Contract Assets and the key assumptions used in the
Key Audit Matters estimate of the present value of all cash flows.
Key audit matters are those matters that, in our professional 4. Reviewed the appropriateness of management’s ageing
judgment, were of most significance in analysis based on days past due by examining the
original documents (such as invoices and bank deposit
our audit of the standalone financial statements for the year
advice).
ended March 31, 2023. These matters were addressed in the
context of our audit of the standalone financial statements as 5. Recalculated the ECL for each type of trade receivables
a whole, and in forming our opinion thereon, and we do not and Contract Assets according to the provision matrix to
provide a separate opinion on these matters. In addition to the test the arithmetical accuracy.
matter described in the Basis for Qualified Opinion section we
6. 
Assessed the adequacy and appropriateness of the
have determined the matters described below to be the key
disclosures in the financial statements with respect
audit matters to be communicated in our report.
to expected credit losses in accordance with the
Provision for Expected credit loss requirements of applicable Indian Accounting Standards

Refer to Note no 8,10,11,12,15,16,20 in the standalone Ind AS Responsibilities of Management and Those Charged with
Financial statements Governance for the Standalone Financial Statements

Contract Assets are accounted based on the contractual The Company’s Management and Board of Directors are
terms and management’s assessment of recoverability from responsible for the matters stated in section 134(5) of the Act
customers. The recoverability of the same is mainly based with respect to the preparation of these standalone financial
on certification of the work done as certified by the engineer/ statements that give a true and fair view of the financial

Annual Report 2022-23 89

position, financial performance, changes in equity and cash 2. As required by Section 143(3) of the Act, we report that:
flows of the Company in accordance with the accounting
(a) We have sought and except, for the possible effect of the
principles generally accepted in India, including the
matter described in the Basis for Qualified Opinion above,
Accounting Standards specified under section 133 of the Act.
obtained all the information and explanations which to
This responsibility also includes maintenance of adequate
the best of our knowledge and belief were necessary for
accounting records in accordance with the provisions of
the purposes of our audit.
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; (b) Except for the effects of the matter described in the Basis
selection and application of appropriate accounting policies; of Qualified Opinion section above, in our opinion, proper
making judgments and estimates that are reasonable and books of account as required by law have been kept by
prudent; and design, implementation and maintenance of the Company so far as it appears from our examination
adequate internal financial controls, that were operating of those books.
effectively for ensuring the accuracy and completeness
(c) The Balance Sheet, the Statement of Profit and Loss
of the accounting records, relevant to the preparation and
(including other comprehensive income), the Statement
presentation of the standalone financial statement that give
of Changes in Equity and the Statement of Cash Flow
a true and fair view and are free from material misstatement,
dealt with by this Report are in agreement with the books
whether due to fraud or error.
of account.
In preparing the standalone financial statements, the
management is responsible for assessing the Company’s (d) Except, for the matter described in the Basis of Qualified
ability to continue as a going concern, disclosing, as applicable, Opinion section above, in our opinion, the aforesaid
matters related to going concern and using the going concern standalone financial statements comply with the
basis of accounting unless the Board of Directors either Accounting Standards specified under Section 133 of the
intends to liquidate the Company or to cease operations, or Act.
has no realistic alternative but to do so. (e) On the basis of the written representations received from
Those Board of Directors are also responsible for overseeing the directors as on March 31, 2023 taken on record by the
the Company’s financial reporting process. Board of Directors, none of the directors are disqualified
as on March 31, 2023 from being appointed as a director
Auditor’s Responsibilities for the Audit of the Standalone in terms of Section 164 (2) of the Act.
Financial Statements
(f) The qualification relating to the maintenance of accounts
Our objectives are to obtain reasonable assurance about and other matters connected therewith are as stated in
whether the standalone financial statements as a whole the Basis for Qualified Opinion paragraph above
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our (g) With respect to the adequacy of the internal financial
opinion. Reasonable assurance is a high level of assurance, controls with reference to standalone financial statements
but is not a guarantee that an audit conducted in accordance of the Company and the operating effectiveness of such
with SAs will always detect a material misstatement when it controls, refer to our separate Report in “Annexure C”.
exists. Misstatements can arise from fraud or error and are (h) 
With respect to the other matters to be included in
considered material if, individually or in the aggregate, they the Auditor’s Report in accordance with Rule 11 of the
could reasonably be expected to influence the economic Companies (Audit and Auditors) Rules, 2014, in our
decisions of users taken on the basis of these standalone
opinion and to the best of our information and according
financial statements.
to the explanations given to us:
We give in “Annexure A” a detailed description of Auditor’s
i. The Company has disclosed the impact of pending
responsibilities for Audit of the Standalone Financial
litigations on its financial position in its standalone
Statements.
financial statements – Refer Note no 58 to the
Report on Other Legal and Regulatory Requirements standalone financial statements;
1. As required by the Companies (Auditor’s Report) Order, ii. 
Except for the possible effect of the matters
2020 (“the Order”), issued by the Central Government described in the basis of qualified opinion paragraph
of India in terms of sub-section (11) of section 143 of above, the Company has made provision, as required
the Act, we give in the “Annexure B” a statement on the under the applicable law or accounting standards,
matters specified in paragraphs 3 and 4 of the Order, to for material foreseeable losses, if any, on long term
the extent applicable. contracts including derivative contracts.

90 Annual Report 2022-23

 iii. There were no amounts which were required to be 3) 
Based on the audit procedures performed
transferred to the Investor Education and Protection that have been considered reasonable
Fund by the Company. and appropriate in the circumstances, and
according to the information and explanations
iv. 1) The Management has represented that, to the
provided to us by the Management in this
best of it’s knowledge and belief as disclosed
regard nothing has come to our notice that has
in note no 66 to the standalone financial
caused us to believe that the representations
statements, no funds have been advanced
under sub-clause (i) and (ii) of Rule 11(e) as
or loaned or invested (either from borrowed
provided under (1) and (2) above, contain any
funds or share premium or any other sources
material mis-statement.
or kind of funds) by the Company to or in any
other person or entity, including foreign entities v. The Company has neither declared nor paid any
(“Intermediaries”), with the understanding, dividend during the year.
whether recorded in writing or otherwise, that
vi. As proviso to rule 3(1) of the Companies (Accounts)
the Intermediary shall, directly or indirectly lend
Rules, 2014 is applicable for the Company only
or invest in other persons or entities identified
w.e.f. April 1, 2023, reporting under this clause is not
in any manner whatsoever by or on behalf of
applicable.
the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on 3. In our opinion, according to information, explanations
behalf of the Ultimate Beneficiaries; given to us, the remuneration paid by the Company to its
directors is within the limits laid prescribed under Section
2) The Management has represented, that, to the
197 of the Act and the rules thereunder.
best of it’s knowledge and belief as disclosed
in note no 66 to the standalone financial
statements, no funds have been received
by the Company from any person or entity,
including foreign entities (Funding Parties),
For M S K A & Associates
with the understanding, whether recorded
Chartered Accountants
in writing or otherwise, as on the date of this
ICAI Firm Registration No. 105047W
audit report, that the Company shall, 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 Geetha Jeyakumar
Beneficiaries”) or provide any guarantee, Partner
security or the like on behalf of the Ultimate Place: Chennai Membership No. 029409
Beneficiaries; Date: May 25, 2023 UDIN: 23029409BGTMVJ4621

Annual Report 2022-23 91

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON EVEN DATE ON THE
STANDALONE FINANCIAL STATEMENTS OF SEPC LIMITED
Auditor’s Responsibilities for the Audit of the Standalone • Evaluate the overall presentation, structure and content
Financial Statements of the standalone financial statements, including the
disclosures, and whether the standalone financial
As part of an audit in accordance with SAs, we exercise
statements represent the underlying transactions and
professional judgment and maintain professional skepticism
events in a manner that achieves fair presentation.
throughout the audit. We also:
We communicate with those charged with governance
• Identify and assess the risks of material misstatement
regarding, among other matters, the planned
of the standalone financial statements, whether due
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 that including any significant deficiencies in internal control that
is sufficient and appropriate to provide a basis for our we identify during our audit.
opinion. The risk of not detecting a material misstatement
We also provide those charged with governance with a
resulting from fraud is higher than for one resulting from
statement that we have complied with relevant ethical
error, as fraud may involve collusion, forgery, intentional
requirements regarding independence, and to communicate
omissions, misrepresentations, or the override of internal
with them all relationships and other matters that may
control.
reasonably be thought to bear on our independence, and
Obtain an understanding of internal control relevant to where applicable, related safeguards.
the audit in order to design audit procedures that are
From the matters communicated with those charged with
appropriate in the circumstances. Under section 143(3)
governance, we determine those matters that were of most
(i) of the Act, we are also responsible for expressing our
significance in the audit of the standalone financial statements
opinion on whether the Company has adequate internal
for the year ended March 31, 2023 and are therefore, the key
financial controls with reference to standalone financial
audit matters. We describe these matters in our auditor’s
statements in place and the operating effectiveness of
report unless law or regulation precludes public disclosure
such controls.
about the matter or when, in extremely rare circumstances,
• 
Evaluate the appropriateness of accounting policies we determine that a matter should not be communicated in
used and the reasonableness of accounting estimates our report because the adverse consequences of doing so
and related disclosures made by management. would reasonably be expected to outweigh the public interest
benefits of such communication.
• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue
For M S K A & Associates
as a going concern. If we conclude that a material
Chartered Accountants
uncertainty exists, we are required to draw attention
ICAI Firm Registration No. 105047W
in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of Geetha Jeyakumar
our auditor’s report. However, future events or conditions Partner
may cause the Company to cease to continue as a going Place: Chennai Membership No. 029409
concern. Date: May 25, 2023 UDIN: 23029409BGTMVJ4621

92 Annual Report 2022-23

ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE STANDALONE
FINANCIAL STATEMENTS OF SEPC LIMITED FOR THE YEAR ENDED MARCH 31, 2023
[Referred to in paragraph 1 under ‘Report on Other Legal and (b) During the year the Company has been sanctioned
Regulatory Requirements’ in the Independent Auditors’ Report] working capital limits in excess of Rs. 5 crores in
aggregate from Banks/financial institutions on
i. (a) A. The Company has maintained proper records
the basis of security of current assets. Quarterly
showing full particulars including quantitative
statements filed with such Banks/ financial
details and situation of Property, Plant and
Equipment and relevant details of right-of-use institutions are in agreement with the books of
assets. account.

B. The Company has maintained proper records iii. 

According to the information explanation provided to
showing full particulars of intangible assets. us, the Company has not made any investments in,
provided any guarantee or security, or granted any loans
(b) All the Property, Plant and Equipment have not been or advances in the nature of loans, secured or unsecured,
physically verified by the management during the to Companies, firms, Limited Liability Partnerships or any
year but there is a regular program of verification, other parties. Hence, the requirements under paragraph
which, in our opinion, is reasonable having regard 3(iii) of the Order are not applicable to the Company.
to the size of the Company and the nature of its
assets. Pursuant to the program, certain property, iv. According to the information and explanations given to
plant and equipment and right-of-use assets us, the Company has neither, directly or indirectly, granted
were due for verification during the year and were any loan, or provided guarantee or security to any of its
physically verified by the Management during the directors or to any other person in whom the director is
year No material discrepancies were noticed on interested, in accordance with the provisions of Section
such verification. 185 of the Act nor made investments through more than
two layers of investment companies in accordance with
(c) According to the information and explanations given
the provisions of Section 186 of the Act. Accordingly,
to us, the title deeds of immovable properties (other
provisions stated in paragraph 3(iv) of the Order are not
than properties where the Company is the lessee and
applicable to the Company.
the lease agreements are duly executed in favour of
the lessee) as disclosed in the standalone financial v. 
According to the information and explanations given
statements are held in the name of the Company to us, the Company has not accepted any deposits or
except for the title deeds of immovable properties amounts which are deemed to be deposits from the
aggregating to Rs. 241.50 Lakhs are pledged with public within the meaning of Sections 73, 74, 75 and 76
the banks and are not available with the Company. of the Act and the rules framed there under.
The same has been independently confirmed by the
bank and verified by us. vi. 
We have broadly reviewed the books of account
maintained by the Company pursuant Rules made by the
(d) According to the information and explanations given Central Government for the maintenance of cost records
to us, the Company has not revalued its property, under Section 148(1) of the Act and we are of the opinion
plant and Equipment (including Right of Use that prima facie the prescribed accounts and records
assets) or intangible assets or both during the year. have been made and maintained. We have not, however,
Accordingly, the requirements under paragraph 3(i) made a detailed examination of the records with a view
(d) of the Order are not applicable to the Company. to determine whether they are accurate or complete.
(e) According to the information and explanations given vii. (a) According to the information and explanations given
to us, no proceeding has been initiated or pending
to us and the records of the Company examined
against the Company for holding benami property
by us, in our opinion, undisputed statutory dues
under the Benami Transactions (Prohibition) Act,
including Goods and Services tax, provident fund,
1988, as amended and rules made thereunder.
employees’ state insurance, income-tax, sales-tax,
Accordingly, the provisions stated in paragraph 3(i)
service tax, duty of customs, duty of excise, value
(e) of the Order are not applicable to the Company.
added tax, cess, and other statutory dues have not
ii. (a) 
The Company doesn’t have any inventory. been regularly deposited by the Company with the
Accordingly, the provisions stated in paragraph 3(ii) appropriate authorities and there have been delays
(a) of the Order are not applicable to the Company. in some cases.

Annual Report 2022-23 93

 There were no undisputed amounts payable in (b) According to the information and explanation given
respect of Goods and Services tax, provident fund, to us and examination of records of the Company,
employees' state insurance, income-tax, sales-tax,
details of statutory dues referred to in sub-Clause
service tax, duty of customs, duty of excise, cess,
and other statutory dues in arrears as at March 31, (a) above which have not been deposited as on
2023 for a period of more than six months from the March 31, 2023 on account of any dispute, are as
date they became payable. follows:

Name of the Amount demanded Amount paid Period to which the Forum where dispute is
Nature of dues
statute Rs. (In Lakhs) Rs. (In Lakhs) amount relates pending
Service Tax Customs Excise and
Service Tax and
(Chapter V of the 408.00 28.50 2010-11 to 2012-13 Service Tax Appellate
Penalty
Finance Act, 1994) Tribunal
Andhra Pradesh Assistant Commissioner-
Value Added Tax Value Added Tax 223.00 Nil 2008-09 and 2009-10 Commercial Taxes Andhra
Act Pradesh
The Assistant
Tamil Nadu Value Commissioner (ST)
Value Added Tax 60.00 Nil 2010-11 to 2015-16
Added Tax Act Egmore Assessment
Circle and State Tax Office
West Bengal Value
Value Added Revisional Board
Added Tax Act
Tax and Central 1,980.00 47.29 2007-08 to 2015-16 and Senior Joint
and and Central
Service Tax Commissioner
Service Tax Act
Kerala value added Dispute on Assistant Commissioner
658.00 Nil 2015-16
tax Act Penalty (INT), Kerala
Jharkhand Value VAT Tax Amount Dy. Commissioner of
180.00 Nil 2013-14 to 2015-16
added tax act and Interest commercial tax
Disputed on
Jharkhand Goods Dy. Commissioner of
Expenses 2.00 Nil 2015-16
& Service Tax Act commercial tax
Turnover
Rajasthan Goods & Disputed on Superintendent of GST,
6.00 Nil 2018-19 and 2019-20
Service Tax Act Royalty Rajasthan
Uttar Pradesh Tax Demand on Commercial Taxes
58.00 Nil 2016-17
Value Added tax Disputed Turnover Department Uttar Pradesh
This 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 were no transactions which have been surrendered or
disclosed as income during the year in Tax Assessments under the Income Tax Act, 1961 (43 of 1961) 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 except in the following cases, details of which are as follows:
Nature of borrowing, Amount not paid Whether No. of Days
including debt Name of Lender on due date (Rs. principal or delay or Remarks, if any
securities Lakhs) interest unpaid
Term Loan Central Bank Of India 24.00 Interest 1-61 days Interest has been paid
subsequently in FY 2022-23
Working Capital Term IFCI 12.56 Interest 1-61 days Interest has been paid
Loan (WCTL) subsequently in FY 2022-23
Funded Interest Term IFCI 1.88 Interest 1-61 days Interest has been paid
Loan (FITL) subsequently in FY 2022-23

94 Annual Report 2022-23

 Nature of borrowing, Amount not paid Whether No. of Days
including debt Name of Lender on due date (Rs. principal or delay or Remarks, if any
securities Lakhs) interest unpaid
Emergency Covid Bank Of Maharashtra 4.00 Interest 1-82 days Interest has been paid
Loan subsequently in FY 2022-23
Cash Credit Punjab National Bank 20.80 Interest 1-62 days
State Bank Of India 95.00 Interest 1-214 days
Union Bank 9.00 Interest 1-61 days
Yes Bank 2.40 Interest 1-90 days
Axis Bank 4.80 Interest 1-62 days
Bank of Baroda 6.00 Interest 1-62 days
Bank Of India 4.40 Interest 1-131 days
Bank Of Maharashtra 10.00 Interest 1-62 days
Central Bank Of India 17.20 Interest 1-61 days
DBS Bank 22.00 Interest 1-62 days
Federal Bank Limited 4.40 Interest 1-62 days
Icici Bank Limited 0.80 Interest 1-62 days
Idbi Bank Limited 48.00 Interest 1-104 days
IFCI Factors 4.00 Interest 1-61 days
Indian Bank 12.00 Interest 1-72 days
Indusind bank 7.20 Interest 1-62 days
ARCIL 25.00 Interest 1-131 days
Working Capital Punjab National Bank 31.20 Interest 1-62 days Interest has been paid
Demand Loan subsequently in FY 2022-23
Yes Bank 3.60 Interest 1-90 days
(WCDL)
Axis Bank 7.20 Interest 1-62 days
Bank of Baroda 9.00 Interest 1-62 days
Bank of India 6.60 Interest 1-131 days
Centra Bank of India 25.80 Interest 1-61 days
Federal Bank 6.60 Interest 1-62 days
Icici Bank Limited 1.20 Interest 1-61 days
Indusind bank 10.80 Interest 1-62 days

(b) According to the information and explanations given to (e) According to the information explanation given to us and
us and on the basis of our audit procedures, we report on an overall examination of the standalone financial
that the Company has not been declared willful defaulter statements of the Company, we report that the Company
by any bank or financial institution or government or any has not taken any funds from an any entity or person on
government authority. account of or to meet the obligations of its subsidiary.
(c) 
In our opinion and according to the information (f) 
According to the information and explanations given
explanation provided to us, money raised by way of term to us and procedures performed by us, we report that
loans during the year have been applied for the purpose the Company has not raised loans during the year on
for which they were raised. the pledge of securities held in its subsidiary. Hence,
(d) According to the information and explanations given to reporting under the Clause 3(ix)(f) of the order is not
us, and the procedures performed by us, and on an overall applicable to the Company.
examination of the standalone financial statements of x. (a) 
In our opinion and according to the information
the Company, we report that no funds raised on short- explanation given to us, the Company did not raise
term basis have been used for long-term purposes by the any money by way of initial public offer or further
Company. public offer (including debt instruments) during the

Annual Report 2022-23 95

 year. Hence, the provisions stated in paragraph 3 (x) or persons connected with its directors and hence,
(a) of the Order are not applicable to the Company. provisions of Section 192 of the Act are not applicable to
Company.
(b) According to the information and explanations given
to us and based on our examination of the records of xvi. (a) The Company is not required to be registered under
the Company, the Company has made preferential Section 45 IA of the Reserve Bank of India Act, 1934
allotment of shares and fully convertible debentures and accordingly, the provisions stated in paragraph
during the year and the requirements of Section 42 3 (xvi)(a) (b) and (c) of the Order are not applicable
and Section 62 of the Act have been complied with. to the Company.
The amount raised has been used for the purposes
for which they were raised. (b) The Company does not have any CIC as part of its
group. Hence the provisions stated in paragraph
xi. (a) Based on our examination of the books and records 3 (xvi) (d) of the order are not applicable to the
of the Company, carried out in accordance with Company.
the generally accepted auditing practices in India,
and according to the information and explanations xvii. Based on the overall review of standalone financial
given to us, we report that no material fraud by the statements, Company has incurred cash losses
Company nor on the Company has been noticed or amounting to Rs. 20,048.17 Lakhs during the immediately
reported during the course of our audit. preceding financial year but has not incurred any cash
losses during the current financial year.
(b) We have not come across of any instance of material
fraud by the Company or on the Company during the xviii. There has been no resignation of the statutory auditors
course of audit of the standalone financial statement during the year. Hence, the provisions stated in paragraph
for the year ended March 31, 2023, accordingly the 3 (xviii) of the Order are not applicable to the Company.
provisions stated in paragraph (xi)(b) of the Order is
xix. 
According to the information and explanations given
not applicable to the Company.
to us and on the basis of the financial ratios, ageing
(c) 
As represented to us by the Management, there and expected dates of realization of financial assets
are no whistle-blower complaints received by the and payment of financial liabilities, other information
Company during the year. accompanying the standalone financial statements, our
xii. The Company is not a Nidhi Company. Accordingly, the knowledge of the Board of Directors and management
provisions stated in paragraph 3(xii) (a) to (c) of the Order plans and based on our examination of the evidence
are not applicable to the Company. supporting the assumptions, nothing has come to our
attention, which causes us to believe that any material
xiii. According to the information and explanations given to uncertainty exists as on the date of the audit report that
us and based on our examination of the records of the
Company is not capable of meeting its liabilities existing
Company, transactions with the related parties are in
at the date of balance sheet as and when they fall due
compliance with Sections 177 and 188 of the Act, where
within a period of one year from the balance sheet date.
applicable and details of such transactions have been
We, however, state that this is not an assurance as to
disclosed in the standalone financial statements as
the future viability of the Company. We further state that
required by the applicable accounting standards.
our reporting is based on the facts up to the date of the
xiv. (a) 
In our opinion and based on our examination, audit report and we neither give any guarantee nor any
the Company has an internal audit system assurance that all liabilities falling due within a period of
commensurate with the size and nature of its one year from the balance sheet date, will get discharged
business. by the Company as and when they fall due.
(b) We have considered internal audit reports of the xx. According to the information and explanations given to
Company issued till date, for the period under audit. us and based on our verification, the provisions of Section
xv. 
According to the information and explanations given 135 of the Act are not applicable to the Company. Hence,
to us, in our opinion, during the year the Company has reporting under paragraph (xx)(a) to (b) of the Order is
not entered into non-cash transactions with directors not applicable to the Company.

96 Annual Report 2022-23

xxi. The reporting under Clause 3(xxi) of the Order is not
applicable in respect of audit of standalone financial
statements. Accordingly, no comment in respect of the
said Clause has been included in the report.

For M S K A & Associates

Chartered Accountants
ICAI Firm Registration No. 105047W

Geetha Jeyakumar
Partner
Place: Chennai Membership No. 029409
Date: May 25, 2023 UDIN: 23029409BGTMVJ4621

Annual Report 2022-23 97

ANNEXURE C TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE
STANDALONE FINANCIAL STATEMENTS OF SEPC LIMITED
[Referred to in paragraph 2(g) under ‘Report on Other Legal b) Assessment of future taxable profits which could result
and Regulatory Requirements’ in the Independent Auditors’ in recognition of excess deferred tax asset which the
Report of even date to the Members of SEPC Limited on the Company may not be able to utilize for set-off against
Financial Statements for the year ended March 31, 2023] sufficient taxable profits.
Report on the Internal Financial Controls under Clause (i) of A ‘material weakness’ is a deficiency, or a combination
Sub-section 3 of Section 143 of the Companies Act, 2013 of deficiencies, in internal financial control with reference
(“the Act”) to standalone financial statements, such that there is a
Qualified Opinion reasonable possibility that a material misstatement of the
Company's annual or interim financial statements will not be
We have audited the internal financial controls with reference prevented or detected on a timely basis.
to standalone financial statements of SEPC Limited (“the
Company”) as of March 31, 2023 in conjunction with our audit Management’s Responsibility for Internal Financial Controls
of the standalone financial statements of the Company for the The Company’s Management is responsible for establishing
year ended on that date. and maintaining internal financial controls based on the
In our opinion, the Company has, in all material respects, internal control with reference to standalone financial
maintained adequate internal financial controls with reference statements criteria established by the Company considering
to standalone financial statements as of March 31, 2023, the essential components of internal control stated in the
based on the internal control with reference to standalone Guidance Note. These responsibilities include the design,
financial statements criteria established by the Company implementation and maintenance of adequate internal
considering the essential components of internal control financial controls that were operating effectively for ensuring
stated in the Guidance Note on Audit of Internal Financial the orderly and efficient conduct of its business, including
Controls Over Financial Reporting issued by the Institute of adherence to Company’s policies, the safeguarding of its
Chartered Accountants of India (ICAI) (the “Guidance Note”), assets, the prevention and detection of frauds and errors, the
and except for the possible effects of the material weaknesses accuracy and completeness of the accounting records, and
described below on the achievement of the objectives of the the timely preparation of reliable financial information, as
control criteria, the Company’s internal financial controls with required under the Act.
reference to standalone financial statements were operating
Auditors’ Responsibility
effectively as of March 31, 2023.
Our responsibility is to express an opinion on the Company's
We have considered the material weaknesses identified
internal financial controls with reference to standalone
and reported below in determining the nature, timing, and
financial statements based on our audit. We conducted our
extent of audit tests applied in our audit of the March 31,
2023 standalone financial statements of the Company, and audit in accordance with the Guidance Note and the Standards
these material weaknesses have affected our opinion on the on Auditing, issued by ICAI and deemed to be prescribed under
standalone financial statements of the Company for the year section 143(10) of the Act, to the extent applicable to an audit of
ended on that date and we have issued a qualified opinion on internal financial controls. Those Standards and the Guidance
the standalone financial statements. Note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance
Basis for Qualified Opinion about whether adequate internal financial controls with
According to the information and explanations given to us reference to standalone financial statements was established
and based on our audit, the following material weaknesses and maintained and if such controls operated effectively in all
have been identified in the operating effectiveness of the material respects.
Company’s internal financial controls with reference to
Our audit involves performing procedures to obtain audit
standalone financial statements as at March 31, 2023:
evidence about the adequacy of internal financial controls
a) 
Provisioning of expected credit loss against contract with reference to standalone financial statements and their
assets and receivables which are outstanding for a operating effectiveness. Our audit of internal financial controls
substantial period of time, which could potentially result with reference to standalone financial statements included
in the Company not recognizing a provision for the said obtaining an understanding of internal financial controls
assets. with reference to standalone financial statements, assessing

98 Annual Report 2022-23

the risk that a material weakness exists, and testing and regarding prevention or timely detection of unauthorized
evaluating the design and operating effectiveness of internal acquisition, use, or disposition of the Company's assets that
control based on the assessed risk. The procedures selected could have a material effect on the standalone financial
depend on the auditor’s judgement, including the assessment statements.
of the risks of material misstatement of the standalone
Inherent Limitations of Internal Financial Controls with
financial statements, 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 controls
sufficient and appropriate to provide a basis for our qualified
with reference to standalone financial statements, including
audit opinion on the Company’s internal financial controls with
the possibility of collusion or improper management override
reference to standalone financial statements.
of controls, material misstatements due to error or fraud may
Meaning of Internal Financial Controls with reference to occur and not be detected. Also, projections of any evaluation
Standalone Financial Statements of the internal financial controls with reference to standalone
A Company's internal financial control with reference to financial statements to future periods are subject to the risk
standalone financial statements is a process designed to that the internal financial control with reference to standalone
provide reasonable assurance regarding the reliability of financial statements may become inadequate because of
financial reporting and the preparation of standalone financial changes in conditions, or that the degree of compliance with
statements for external purposes in accordance with generally the policies or procedures may deteriorate.
accepted accounting principles. A Company's internal financial
control with reference to standalone financial statements
includes those policies and procedures that (1) pertain to the
For M S K A & Associates
maintenance of records that, in reasonable detail, accurately
Chartered Accountants
and fairly reflect the transactions and dispositions of the
ICAI Firm Registration No. 105047W
assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation
of standalone financial statements in accordance with
generally accepted accounting principles, and that receipts Geetha Jeyakumar
and expenditures of the Company are being made only in Partner
accordance with authorizations of management and directors Place: Chennai Membership No. 029409
of the Company; and (3) provide reasonable assurance Date: May 25, 2023 UDIN: 23029409BGTMVJ4621

Annual Report 2022-23 99

Standalone Balance Sheet as at March 31,2023
(Amount in ` lakhs, unless otherwise stated)

As at As at
Particulars Notes
31-Mar-2023 31-Mar-2022
ASSETS
Non-current assets
Property, plant and equipment 6A 3,272.80 3,841.93
Right of Use Assets 6B 322.39 233.09
Intangible assets 7 27.96 32.00
Contract assets 8 7,351.90 3,956.02
Financial assets
Investments 9 65.19 76.98
Loans 10 697.48 8,131.35
Trade Receivables 11 18,206.23 18,768.50
Other Financial Assets 12 1,030.50 1,081.79
Deferred Tax Assets (Net) 43 40,323.55 43,345.50
Income Tax Assets (Net) 14 1,549.37 1,412.38
Total Non-Current Assets 72,847.37 80,879.54

Current assets
Contract Assets 15 73,246.59 79,708.74
Financial assets
Trade receivables 16 24,241.10 28,057.27
Cash and cash equivalents 17 3,285.33 548.27
Other bank balances 18 1,730.33 2,387.49
Other Financial Assets 19 123.37 889.02
Other Current assets 20 10,642.13 11,698.56
Assets classified as held for sale 21 - 596.06
Total Current Assets 1,13,268.85 1,23,885.41
Total Assets 1,86,116.22 2,04,764.95

EQUITY AND LIABILITIES

Equity
Equity share capital 22 1,32,152.90 97,152.90
Other equity 23 (23,748.69) (22,548.28)
Total Equity 1,08,404.21 74,604.62

Liabilities
Non-Current Liabilities
Financial liabilities
Lease Liabilities 6B 252.04 201.93
Borrowings 24 26,616.64 15,364.47

100 Annual Report 2022-23

Standalone Balance Sheet as at March 31,2023
(Amount in ` lakhs, unless otherwise stated)

As at As at
Particulars Notes
31-Mar-2023 31-Mar-2022
Other financial liabilities 25 4,024.26 4,465.38
Provisions 26 479.77 540.50
Contract Liabilities 27 2,078.30 2,202.91
Total Non-Current Liabilities 33,451.01 22,775.19

Current liabilities
Financial liabilities
Lease Liabilities 6B 98.45 36.60
Borrowings 28 13,966.58 82,462.97
Trade payables
Total outstanding dues of micro enterprises and small enterprises - -
Total outstanding dues other than micro enterprises and small
29 24,427.86 15,873.15
enterprises
Other financial liabilities 30 1,621.56 1,885.00
Other current liabilities 31 445.95 688.87
Contract Liabilities 32 3,432.75 5,934.02
Provisions 33 267.85 504.53

Total Current Liabilities 44,261.00 1,07,385.14

Total Liabilities 77,712.01 1,30,160.33

Total Equity and Liabilities 1,86,116.22 2,04,764.95

Summary of significant accounting policies 2

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

As per our report of even date For and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102

Annual Report 2022-23 101

Standalone Statement of Profit and Loss for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

For the year ended For the year ended

Particulars Notes
March 31, 2023 March 31, 2022

Income

Revenue from operations 34 37,884.66 30,278.64

Other income 35 1,209.30 895.41

Total income 39,093.96 31,174.05

Expenses

Erection, Construction & Operation Expenses 36 31,852.15 24,866.50

Changes in inventories of finished goods, stock-in-trade and work-

37 - 248.20
in-progress

Employee benefits expense 38 3,335.46 3,682.27

Finance costs 39 6,038.86 11,568.38

Depreciation and amortization expense 40 614.62 574.85

Other expenses 41 9,178.29 4,495.61

Total expenses 51,019.38 45,435.81

Loss before exceptional items and tax (11,925.42) (14,261.76)

Exceptional items- (income)/ expense 42 (13,815.13) 6,361.26

Profit /(Loss) before tax 1,889.71 (20,623.02)

Income tax expense

Current tax - -

Deferred tax 43 3,021.95 4,278.00

Total income tax expense 3,021.95 4,278.00

Loss for the year (1,132.24) (24,901.02)

102 Annual Report 2022-23

Standalone Statement of Profit and Loss for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

For the year ended For the year ended

Particulars Notes
March 31, 2023 March 31, 2022

Other Comprehensive Income

Other comprehensive income not to be reclassified to profit or loss

in subsequent periods

Re-measurement gains/ (loss) on defined benefit plans (Net of

(56.38) 15.61
Taxes)

Fair Value of Equity Instruments through OCI (Net of Taxes) (11.79) 39.01

Other comprehensive income to be reclassified to profit or loss in

- -
subsequent periods

Other Comprehensive (loss) / Income for the year (68.17) 54.62

Total Comprehensive Loss for the year (1,200.41) (24,846.40)

Earnings / (Loss) per share 44

Basic earnings /(loss) per share (`) (0.09) (2.56)

Diluted earnings /(loss) per share (`) (0.09) (2.56)

Face value per equity share (`) 10.00 10.00

Summary of significant accounting policies 2

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

As per our report of even date For and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102

Annual Report 2022-23 103

Standalone Statement of changes in equity for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

As at 31-03-2023 As at 31-03-2022
(A) Equity share capital
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 35,00,00,000 35,000.00 - -
Outstanding at the End of the year 1,32,15,29,018 1,32,152.90 97,15,29,018 97,152.90
(B) Other equity

Components of Other
Reserve and surplus
Comprehensive Income
Equity
Particulars Re-measurement
Securities instruments
General Capital Retained gains/ (losses) on
premium through Other Total
reserve reserve earnings defined benefit
account Comprehensive
plans (Net of Tax)
Income
Balance as at April 01,
1,91,225.43 561.93 12.92 (1,89,616.01) 144.35 (30.50) 2,298.12
2021
Loss for the year - - - (24,901.02) - - (24,901.02)
Other comprehensive
- - - - 15.61 39.01 54.62
income/ (loss)
Total other
comprehensive
- - (24,901.02) 15.61 39.01 (24,846.40)
income/ (loss) for the
year
Balance as at April 01,
1,91,225.43 561.93 12.92 (2,14,517.03) 159.96 8.51 (22,548.28)
2022
Loss for the year - - - (1,132.24) - - (1,132.24)
Other comprehensive
- - - - (56.38) (11.79) (68.17)
income/ (loss)
Total other
comprehensive
- - - (1,132.24) (56.38) (11.79) (1,200.41)
income/ (loss) for the
year
Balance as at March
1,91,225.43 561.93 12.92 (2,15,649.27) 103.58 (3.28) (23,748.69)
31, 2023

Summary of significant accounting policies 2

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

As per our report of even date For and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102
104 Annual Report 2022-23
Standalone Statement of cash flows for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Particulars March 31,2023 March 31,2022

Cash flow from operating activities
Profit / (Loss) before tax 1,889.71 (20,623.02)
Adjustments for:
Depreciation and amortization expenses 614.62 574.85
Provision for Gratuity 76.34 124.63
Provision for Compensated Absences (158.56) 150.81
Provision for Doubtful Trade Receivable & Contract Assets 5,690.78 1,831.49
Contract assets & Bad debts written off 4,453.20 103.35
Finance cost 6,038.86 12,530.97
Interest income (312.71) (856.49)
Fair value gain on loan as per IND AS 109 (613.58) -
Liabilities written back (119.80) (38.92)
Loss on sale of fixed asset 336.27 -
Gain on debt restructuring (19,634.82) -
Impairment loss allowance on contract assets and receivables 5,819.69 6,361.25

Operating Profit / (Loss) before working capital changes 4,080.00 158.92

Changes in working capital
Increase/(Decrease) in trade payables 8,233.40 (6,699.48)
Decrease in inventories - 248.20
(Increase)/Decrease in trade receivables 3,654.64 5,074.86
Decrease in loans and advances (0.00) 2,781.95
(Decrease) in other Current liabilities (242.92) (852.78)
(Decrease) in contract liabilities (2,625.88) (4,821.53)
(Decrease) in Short Term provisions (134.50) (56.31)
(Decrease)/ Increase in Long Term provisions (137.07) (143.65)
Increase / (Decrease) in other financial liabilities (263.44) 323.93
Decrease in other financial assets 804.96 46.73
Decrease in other current assets 1,056.44 2,246.86
(Increase)/ Decrease in Contract Assets (12,173.61) (3,386.58)
Cash (used in) / from operations 2,252.02 (5,078.88)
Income tax paid (137.00) (1,915.20)
Net cash (used in) / from operating activities (A) 2,115.02 (6,994.08)

Cash flow from Investing activities

Payment for property, plant and equipment and intangible assets (13.91) 14.89
Movement in Bank balances not considered as Cash and cash equivalents (Net) 657.16 (479.39)
Proceeds from sale/ disposal of fixed assets 292.15
Interest received 312.71 578.52
Net cash flow from investing activities (B) 1,248.11 114.02

Annual Report 2022-23 105

Particulars March 31,2023 March 31,2022
Cash flow from Financing activities
Proceeds from issue of capital 35,000.00 -
Proceeds from Short term borrowings (net) 359.20 6,839.26
Proceeds from Long term borrowings 16,488.98 -
Repayment of short term borrowings (48,247.99) -
Interest and Finance Charges Paid (4,168.06) -
Repayment of finance lease obligation (58.19) (36.60)
Net cash flow (used in) / from financing activities (C) (626.07) 6,802.66

Net increase in cash and cash equivalents (A+B+C) 2,737.06 (77.41)

Cash and cash equivalents at the beginning of the year 548.27 625.68
Cash and cash equivalents at the end of the year 3,285.33 548.27

Cash and cash equivalents comprise

Cash and cash equivalents as per Balance Sheet 5,015.66 2,935.76
Less: Bank balances not considered as Cash and cash equivalents as defined in
1,730.33 2,387.49
Ind-AS 7 Cash Flow Statements
3,285.33 548.27

Summary of significant accounting policies 2

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

As per our report of even date For and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102

106 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
1 General Information Institute of Chartered Accountants of India (ICAI)
are also applied except where compliance with
SEPC Limited (the "Company" or "SEPC") has diverse
other statutory promulgations require a different
interests across Project Engineering & Construction. The
treatment. These financial statements have been
company provides end-to-end solutions to engineering
approved for issue by the Board of Directors at its
challenges, offering multi disciplinary design, engineering,
meeting held on May 25, 2023
procurement, construction and project management
services. SEPC is focused on providing turnkey solutions (b) Basis of measurement
for ferrous & non ferrous, cement, aluminum, copper and
The financial statements have been prepared on a
thermal power plants, water treatment & transmission,
historical cost convention on accrual basis, except
renewable energy, cooling towers & material handling.
certain financial assets and liabilities measured
The Company along with the Joint operators enters at fair value (Refer Accounting Policy No. 2.15 on
into contracts with the customers for execution of the financial instruments).
projects. The Company’s share as per such contracts is
All assets and liabilities have been classified
listed below. However, the Company as a Joint operator,
as current or non-current as per the Company’s
recognises assets, liabilities, income and expenditure
operating cycle and other criteria set out in the
held/incurred jointly with other partners in proportion to
Schedule III to the Companies Act, 2013. The
its interest in such joint arrangements in compliance with
normal operating cycle of the entity for Construction
applicable accounting standards taking into account the
contracts is the duration of 2 to 3 years depending
related rights and obligations applicable in the respective
jointly controlled operations. on each contract.
(c) Presentation of financial statements
% of SEPC's
Joint operators The Balance Sheet and the Statement of Profit and
Share
Loss are prepared and presented in the format
Larsen & Toubro limited shriram EPC JV 10%
prescribed in the Schedule III to the Companies
Shriram EPC Eurotech Environment Pvt Act, 2013 (“the Act”). The statement of cash
100%
Ltd - JV* flows has been prepared and presented as per
SEPC DRS ITPL JV* 100% the requirements of Ind AS 7 “Statement of Cash
Mokul Shriram EPC JV* 50% flows”. The disclosure requirements with respect
to items in the Balance Sheet and Statement of
*Unincorporated Joint Ventures Profit and Loss, as prescribed in the Schedule III
2 Significant accounting policies to the Act, are presented by way of notes forming
part of the financial statements along with the
Significant accounting policies adopted by the company other notes required to be disclosed under the
are as under: notified Accounting Standards and the SEBI
2.1 Basis of Preparation of Financial Statements (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The financial statements have been prepared using
significant accounting policies and measurement Amounts in the financial statements are presented
basis summarised below. These were used in Indian Rupees in Lakhs rounded off to two
throughout all periods presented in the financial decimal places as permitted by Schedule III to the
statements Companies Act, 2013.

(a) Statement of Compliance with Ind AS (d) Use of estimates

The Company’s financial statements have been The preparation of financial statements in
prepared in accordance with the provisions of the conformity with Ind AS requires the Management
Companies Act, 2013 and the Indian Accounting to make estimate and assumptions that affect
Standards (“Ind AS”) notified under the Companies the reported amount of assets and liabilities as
(Indian Accounting Standards). Rules, 2015 and at the Balance Sheet date, reported amount of
amendments thereof issued by Ministry of Corporate revenue and expenses for the year and disclosures
Affairs in exercise of the powers conferred by of contingent liabilities as at the Balance Sheet
section 133 of the Companies Act, 2013. In addition, date. The estimates and assumptions used in the
the guidance notes/announcements issued by the accompanying financial statements are based

Annual Report 2022-23 107

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
upon the Management’s evaluation of the relevant maintenance are charged to Statement of Profit and
facts and circumstances as at the date of the Loss during the year in which they are incurred.
financial statements. Actual results could differ
Advances paid towards the acquisition of property,
from these estimates. Estimates and underlying
plant and equipment outstanding at each balance
assumptions are reviewed on a periodic basis.
sheet date is classified as capital advances under
Revisions to accounting estimates include useful
other non-current assets and the cost of assets not
lives of property, plant and equipment & intangible
put to use before such date are disclosed under
assets, allowance for expected credit loss, future
‘Capital work-in-progress’.
obligations in respect of retirement benefit plans,
expected cost of completion of contracts, fair value Depreciation methods, estimated useful lives
measurement, etc. Difference, if any, between the
The Company depreciates property, plant and
actual results and estimates is recognised in the
equipment over their estimated useful lives using
period in which the results are known.. Refer Note 3
the straight line method. The estimated useful lives
for detailed discussion on estimates and judgments.
of assets are as follows:
(e) Interests in Joint Operations
Property, plant and equipment Useful Life
When the Company has joint control of the
arrangement based on contractually determined Lease period or life
right to the assets and obligations for liabilities, it Leasehold improvement* of asset whichever
recognises such interests as joint operations. Joint is lower
control exists when the decisions about the relevant Buildings 30 years
activities require unanimous consent of the parties Plant & Machinery 2 to 20 years
sharing the control. In respect of its interests in
Furniture and fixtures &
joint operations, the Company recognises its share 10 years
Electrical Installations
in assets, liabilities, income and expenses line-
by-line in the standalone financial statements of Office equipment 5 years
the entity which is party to such joint arrangement Vehicles 5 to 10 years
which then becomes part of the consolidated
Computers
financial statements of the Group when the
financial statements of the Holding Company and - Servers 6 years
its subsidiaries are combined for consolidation. -E
 nd user devices such as
3 years
laptops, desktops
2.2 Property, plant and equipment (PPE)
* Leasehold improvements are amortized over the lease
Property, plant and equipment is recognised when it period, which corresponds with the useful lives of the
is probable that future economic benefits associated assets.
with the item will flow to the company and the cost
of the item can be measured reliably. PPE are stated Based on the technical experts assessment of useful
at original cost net of taxes/duty credits availed , if life, certain items of property plant and equipment
any less accumulated depreciation and cumulative are being depreciated over useful lives different
impairment, if any. PPE acquired on hire purchase from the prescribed useful lives under Schedule II
basis are recognised at their cash values. Cost to the Companies Act, 2013. Management believes
includes professional fees related to the acquisition that such estimated useful lives are realistic and
of PPE and for qualifying assets, borrowing costs reflect fair approximation of the period over which
capitalised in accordance with the company’s the assets are likely to be used.
accounting policy.
Depreciation on addition to property plant and
Subsequent costs are included in the asset’s equipment is provided on pro-rata basis from the
carrying amount or recognized as a separate asset, date of acquisition. Depreciation on sale/deduction
as appropriate, only when it is probable that future from property plant and equipment is provided up
economic benefits associated with the item will to the date preceding the date of sale, deduction as
flow to the Company and the cost of the item can the case may be. Gains and losses on disposals are
be measured reliably. The carrying amount of any determined by comparing proceeds with carrying
component accounted for as a separate asset is amount. These are included in Statement of Profit
derecognized when replaced. All other repairs and and Loss under ‘Other Income’.

108 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
Depreciation methods, useful lives and residual transaction date and settlement date are recognised
values are reviewed periodically at each financial in the Statement of Profit and Loss.
year end and adjusted prospectively, as appropriate.
All monetary assets and liabilities in foreign
Freehold land is not depreciated.
currencies are restated at the year end at the
2.3 Intangible Assets exchange rate prevailing at the year end and
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 that are
attributable to the asset will flow to the enterprise Non-monetary items that are measured in terms
and the cost of the asset can be measured reliably. of historical cost in a foreign currency are not
Intangible assets are stated at original cost, net of retranslated.”
tax/duty credits availed, if any less accumulated
2.5 Fair value measurement
amortization and cumulative impairment.
Admininstrative and other general overhead The Company maintains accounts on accrual basis
expenses that are specifically attributable to the following the historical cost convention, except for
acquisition of intangible assets are allocated and certain financial instruments that are measured at
capitalized as part of cost of the intangible asset. fair value in accordance with Ind AS and certain
items of property, plant and equipment that were
The Company amortized intangible assets over
revalued in earlier years in accordance with the
their estimated useful lives using the straight line
I-GAAP principles. The carrying value of all the
method. The estimated useful lives of intangible
items of property, plant and equipment as on date
assets are as follows:
of transition is considered as the deemed cost.
Intangible assets Useful life Fair value is the price that would be received to sell
Technical know how 5 to 10 years an asset or paid to transfer a liability in an orderly
Computer Software 5 years transaction between market participants at the
measurement date. The fair value measurement
As at the end of each accounting year, the Company is based on the presumption that the transaction
reviews the carrying amounts of its PPE and to sell the asset or transfer the liability takes place
Intangible Assets to determine whether there is either:
any indication that those assets have suffered an
impairment loss. If such indication exists, the PPE • In the principal market for the asset or liability,
and Intangible Assets are tested for impairment, so or
as to determine the impairment loss, if any. Goodwill • In the absence of a principal market, in the
and Intangible Assets with indefinite life are tested most advantageous market for the asset or
for impairment each year. liability accessible to the Company.”
2.4 Foreign Currency Transactions The Company uses valuation techniques that are
(a) Functional and presentation currency appropriate in the circumstances and for which
sufficient data are available to measure fair value,
Items included in the financial statements are maximizing the use of relevant observable inputs
measured using the currency of the primary and minimizing the use of unobservable inputs. The
economic environment in which the entity operates Company’s management determines the policies
(‘the functional currency’). The financial statements and procedures for fair value measurement.
are presented in Indian rupee (INR), which is the
Company’s functional and presentation currency. “Fair value measurements under Ind AS are
categorised as below based on the degree to which
(b) Transactions and balances the inputs to the fair value measurements are

“On initial recognition, all foreign currency observable and the significance of the inputs to the
transactions are recorded by applying to the foreign fair value measurement in its entirety:
currency amount the exchange rate between the • Level 1 inputs are quoted prices (unadjusted) in
functional currency and the foreign currency at the active markets for identical assets or liabilities
date of the transaction. Gains/Losses arising out that the company can access at measurement
of fluctuation in foreign exchange rate between the date;

Annual Report 2022-23 109

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
• Level 2 inputs are inputs, other than quoted of actual cost incurred to-date, to the total
prices included in level 1, that are observable estimated cost attributable to the performance
for the asset or liability, either directly or obligation.
indirectly; and
2. 
Determining the expected losses, which are
• Level 3 inputs are unobservable inputs for the recognised in the period in which such losses
valuation of assets/liabilities” become probable based on the expected total
contract cost as at the reporting date.
2.6 Revenue Recognition

B. Revenue from construction contracts/

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

110 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
as trade receivables. The amount of retention (b) Deferred tax
money due form customers within the next
Deferred income tax is provided in full, using
twelve months are classified under other
the balance sheet approach, on temporary
current assets as Trade Receivable.
differences arising between the tax bases of

Revenue from contracts from rendering assets and liabilities and their carrying amounts
engineering design services and other services in financial statements. Deferred income
which are directly related to construction of tax is also not accounted for if it arises from
an asset is recognised on the same basis as initial recognition of an asset or liability in a
stated in (B) above. transaction other than a business combination
that at the time of the transaction affects
Other Operational Revenue
neither accounting profit nor taxable profit (tax
Other Operational Revenue represents income loss). Deferred income tax is determined using
earned from activities incidental to the business tax rates (and laws) that have been enacted or
and is recognized when the right to receive income substantially enacted by the end of the year
is established as per the terms of contract. and are expected to apply when the related
deferred income tax asset is realised or the
Other Income deferred income tax liability is settled.
Interest Income is recognised on a basis of effective Deferred tax assets are recognised for all
interest method as set out in Ind AS 109, Financial deductible temporary differences and unused
Instruments, and where no significant uncertainty tax losses only if it is probable that future
as to measurability or collectability exists. taxable amounts will be available to utilize
Dividend income is accounted in the period in which those temporary differences and losses.
the right to receive the same is established. Management periodically evaluates positions
Other items of income are accounted as and when taken in tax returns with respect to situations
the right to receive such income arises and it is in which applicable tax regulation is subject to
probable that the economic benefits will flow to interpretation. It establishes provisions where
the company and the amount of income can be appropriate on the basis of amounts expected
measured reliably. to be paid to the tax authorities

2.7 Taxes Deferred tax assets and liabilities are offset

when there is a legally enforceable right to
Tax expense for the year, comprising current tax and offset current tax assets and liabilities and
deferred tax, are included in the determination of the when the deferred tax balances relate to the
net profit or loss for the year. same taxation authority.
(a) Current income tax Current and deferred tax is recognized in
Current tax assets and liabilities are measured Statement of Profit and Loss, except to the
at the amount expected to be recovered or paid extent that it relates to items recognised in
to the taxation authorities. The tax rates and other comprehensive income or directly in
tax laws used to compute the amount are those equity. In this case, the tax is also recognised
in other comprehensive income or directly in
that are enacted or substantively enacted, at
equity, respectively.
the year end date. Current tax assets and tax
liabilities are offset where the entity has a 2.8 Leases
legally enforceable right to offset and intends
The Indian accounting standard on lease (Ind AS
either to settle on a net basis, or to realize the
116) requires entity to determine whether a contract
asset and settle the liability simultaneously.
is or contains a lease at inception of the contract.
The company has not opted to exercise the Ind AS 116 requires lessee to recognise a liability
option under section 115BAA of the income to make lease payments and an asset representing
tax 1961, as introduced by the taxation laws the right–of-use asset during the lease term for
(Amendment) ordinance, 2019 and decided all leases except for short term leases and leases
to continue with the existing rate of tax for the of low-value assets, if they choose to apply such
purpose of deferred tax computation. exemptions

Annual Report 2022-23 111

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
Payments associated with short-term leases and low An impairment loss is calculated as the difference
value assets are recognized as expenses in profit or between an asset’s carrying amount and recoverable
loss. Short-term leases are leases with a lease term amount. Losses are recognized in Statement of
of 12 months or less. At the commencement date, Profit and Loss and reflected in an allowance
Company recognise a right-of-use asset measured account. When the Company considers that there
at cost and a lease liability measured at the present are no realistic prospects of recovery of the asset,
value of the lease payments that are not paid at the relevant amounts are written off. If the amount
that date. The lease payments shall be discounted of impairment loss subsequently decreases and
using the interest rate implicit in the lease, if that the decrease can be related objectively to an event
rate can be readily determined. If that rate cannot be occurring after the impairment was recognised,
readily determined, the lessee shall use the lessee’s then the previously recognised impairment loss is
incremental borrowing rate reversed through Statement of Profit and Loss.
The cost of the right-of-use asset comprised of, The recoverable amount of an asset or cash-
the amount of the initial measurement of the lease generating unit (as defined below) is the greater
liability, any lease payments made at or before the of its value in use and its fair value less costs to
commencement date, less any lease incentives sell. In assessing value in use, the estimated future
received cash flows are discounted to their present value
At the commencement date, the lease payments using a pre-tax discount rate that reflects current
included in the measurement of the lease liability market assessments of the time value of money
comprise (a) fixed payments less any lease and the risks specific to the asset. For the purpose
incentives receivable; (b) variable lease payments of impairment testing, assets are grouped together
that depend on an index or a rate, initially measured into the smallest group of assets that generates
using the index or rate as at the commencement cash in flows from continuing use that are largely
date (c) amounts expected to be payable by the independent of the cash inflows of other assets or
lessee under residual value guarantees;(d) the groups of assets (the “cash-generating unit”).
exercise price of a purchase option if the lessee is
2.11 Provisions and contingent liabilities
reasonably certain to exercise that option and (e)
payments of penalties for terminating the lease, Provisions are recognized when there is a present
if the lease term reflects the lessee exercising an obligation as a result of a past event, it is probable
option to terminate the lease. that an outflow of resources embodying economic
benefits will be required to settle the obligation and
Depreciation on Right-of-use asset is recognised
in statement of profit and Loss on a straight line there is a reliable estimate of the amount of the
basis over the period of lease and the Company obligation. Provisions are measured at the best
separately recognises interest on lease liability as estimate of the expenditure required to settle the
a component of finance cost in statement of Profit present obligation at the Balance sheet date.
and Loss. If the effect of the time value of money is material,
2.9 Exceptional items provisions are discounted using a current pre-
tax rate that reflects, when appropriate, the risks
An item of income or expense which by its size, specific to the liability. When discounting is used,
type or incidence requires disclosure in order to the increase in the provision due to the passage of
improve an understanding of the performance of time is recognized as a finance cost.
the company is treated as an exceptional item and
the same is disclosed in the notes to accounts. Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
2.10 Impairment of non-financial assets the existence of which will be confirmed only by
The Company assesses at each year end whether the occurrence or non occurrence of one or more
there is any objective evidence that a non financial uncertain future events not wholly within the control
asset or a group of non financial assets is impaired. of the Company or a present obligation that arises
If any such indication exists, the Company estimates from past events where it is either not probable that
the asset’s recoverable amount and the amount of an outflow of resources will be required to settle or
impairment loss. a reliable estimate of the amount cannot be made.

112 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
Provisions, contingent liabilities and contingent 2.15 Financial instruments
assets are reviewed at each Balance Sheet date.
A financial instrument is any contract that gives
Where the unavoidable costs of meeting the
rise to a financial asset of one entity and a financial
obligations under the contract exceed the economic
liability or equity instrument of another entity.
benefits expected to be received under such
contract, the present obligation under the contract (a) Financial assets
is recognised and measured as a provision. (i) Initial recognition and measurement
2.12 Commitments At initial recognition, financial asset is
Commitments are future liabilities for contractual measured at its fair value plus, in the case of
expenditure, classified and disclosed as follows: a financial asset not at fair value through profit
or loss, transaction costs that are directly
a) estimated amount of contracts remaining to be attributable to the acquisition of the financial
executed on capital account and not provided asset. Transaction costs of financial assets
for; carried at fair value through profit or loss are
b) 
uncalled liability on shares and other expensed in the Statement of Profit and Loss.
investments partly paid; (ii) Subsequent measurement
c) 
funding related commitment to subsidiary, For purposes of subsequent measurement,
associate and joint venture companies; and financial assets are classified in following
d) other non-cancellable commitments, if any, to categories:
the extent they are considered material and a) at amortized cost; or
relevant in the opinion of management.
b) at fair value through other comprehensive
2.13 Cash and cash equivalents income; or
Cash and cash equivalent in the balance sheet c) at fair value through profit or loss.
comprise cash at banks, cash on hand, cheques in
The classification depends on the entity’s
transit and demand deposits with banks.
business model for managing the financial
For the purposes of the cash flow statement, Cash assets and the contractual terms of the cash
and Cash equivalents are short-term balances (with flows.”
an original maturity of three months or less from
Amortized cost: Assets that are held for
the date of acquisition), highly liquid investments collection of contractual cash flows where
that are readily convertible into known amounts of those cash flows represent solely payments
cash and which are subject to insignificant risk of of principal and interest are measured at
changes in value.” amortized cost. Interest income from these
2.14 Statement of Cash Flows: financial assets is included in finance income
using the effective interest rate method (EIR).
Statement of Cash Flows is prepared segregating
the cash flows into operating, investing and financing 
Fair value through other comprehensive
activities. Cash flow from operating activities is income (FVOCI): Assets that are held for
reported using indirect method, adjusting the net collection of contractual cash flows and for
profit for the effects of : selling the financial assets, where the assets’
cash flows represent solely payments of
i. 
changes during the period in inventories principal and interest, are measured at fair
and operating receivables and payables value through other comprehensive income
transactions of a non-cash nature; (FVOCI). Movements in the carrying amount are
taken through OCI, except for the recognition
ii. 
non-cash items such as depreciation,
of impairment gains or losses, interest revenue
provisions, deferred taxes, unrealised foreign
and foreign exchange gains and losses which
currency gains and losses, and undistributed
are recognized in Statement of Profit and Loss.
profits of associates; and
When the financial asset is derecognized, the
iii. all other items for which the cash effects are cumulative gain or loss previously recognized
investing or financing cash flows. in OCI is reclassified from equity to Statement

Annual Report 2022-23 113

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
of Profit and Loss and recognized in other instrument (including prepayment, extension
gains/ (losses). Interest income from these etc.) over the expected life of the financial
financial assets is included in other income instrument. However, in rare cases when the
using the effective interest rate method. expected life of the financial instrument cannot
Fair value through profit or loss: Assets that be estimated reliably, then the entity is required
do not meet the criteria for amortized cost or to use the remaining contractual term of the
FVOCI are measured at fair value through profit financial instrument.
or loss. Interest income from these financial
ECL impairment loss allowance (or reversal)
assets is included in other income.
recognized during the year is recognized as

The company has currently exercised income/expense in the statement of profit and
the irrevocable option to present in Other loss. In balance sheet, ECL for financial assets
comprehensive Income , subsequent changes measured at amortized cost is presented as
in the Fair value of Equity Instruments. Such an allowance, i.e. as an integral part of the
an election has been made on instrument-by- measurement of those assets in the balance
instrument basis. The classification is made on sheet. The allowance reduces the net carrying
initial recognition and is irrevocable. amount. Until the asset meets write off criteria,
(iii) Impairment of financial assets the Company does not reduce impairment
allowance from the gross carrying amount.
In accordance with Ind AS 109, Financial
Instruments, the Company applies expected (iv) Derecognition of financial assets
credit loss (ECL) model for measurement and
A financial asset is derecognized only when
recognition of impairment loss on financial
assets that are measured at amortized cost a) 
the rights to receive cash flows from the
and FVOCI. financial asset is transferred or
For recognition of impairment loss on financial b) 
retains the contractual rights to receive the
assets and risk exposure, the Company cash flows of the financial asset, but assumes
determines that whether there has been a a contractual obligation to pay the cash flows
significant increase in the credit risk since initial
to one or more recipients.
recognition. If credit risk has not increased
significantly, 12-month ECL is used to provide Where the financial asset is transferred then in
for impairment loss. However, if credit risk that case financial asset is derecognized only if
has increased significantly, lifetime ECL is substantially all risks and rewards of ownership of
used. If in subsequent years, credit quality of the financial asset is transferred. Where the entity
the instrument improves such that there is no has not transferred substantially all risks and
longer a significant increase in credit risk since rewards of ownership of the financial asset, the
initial recognition, then the entity reverts to financial asset is not derecognized.”
recognizing impairment loss allowance based
on 12 month ECL. (b) Financial liabilities

Life time ECLs are the expected credit losses (i) Initial recognition and measurement
resulting from all possible default events over
Financial liabilities are classified, at initial
the expected life of a financial instrument.
recognition, as financial liabilities at fair value
The 12 month ECL is a portion of the lifetime
ECL which results from default events that are through profit or loss and at amortized cost, as
possible within 12 months after the year end. appropriate.

ECL is the difference between all contractual All financial liabilities are recognized initially at fair
cash flows that are due to the Company in value and, in the case of borrowings and payables,
accordance with the contract and all the cash net of directly attributable transaction costs.
flows that the entity expects to receive (i.e. all
(ii) Subsequent measurement
shortfalls), discounted at the original EIR. When
estimating the cash flows, an entity is required The measurement of financial liabilities depends on
to consider all contractual terms of the financial their classification, as described below:

114 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Financial liabilities at fair value Company or the counterparty.

through profit or loss 2.16 Employee Benefits
Financial liabilities at fair value through profit or (a) Short-term obligations
loss include financial liabilities held for trading
Liabilities for wages and salaries, including non-
and financial liabilities designated upon initial
monetary benefits that are expected to be settled
recognition as at fair value through profit or loss.
wholly within 12 months after the end of the year
Separated embedded derivatives are also classified
in which the employees render the related service
as held for trading unless they are designated as
are recognized in respect of employees’ services
effective hedging instruments. Gains or losses
up to the end of the year and are measured at the
on liabilities held for trading are recognized in the
amounts expected to be paid when the liabilities
Statement of Profit and Loss.
are settled. The liabilities are presented as current
Loans and borrowings employee benefit obligations in the balance sheet.
After initial recognition, interest-bearing loans and (b) Other long-term employee benefit obligations
borrowings are subsequently measured at amortized
(i) Defined contribution plan
cost using the EIR method. Gains and losses are
recognized in Statement of Profit and Loss when Provident Fund: Contribution towards provident
the liabilities are derecognized as well as through fund is made to the regulatory authorities, where the
the EIR amortization process. Amortized cost is Company has no further obligations. Such benefits
calculated by taking into account any discount or are classified as Defined Contribution Schemes as
premium on acquisition and fees or costs that are the Company does not carry any further obligations,
an integral part of the EIR. The EIR amortization is apart from the contributions made on a monthly
included as finance costs in the Statement of Profit basis which are charged to the Statement of Profit
and Loss. and Loss.
(iii) Derecognition Employee’s State Insurance Scheme: Contribution
towards employees’ state insurance scheme is
A financial liability is derecognized when the
made to the regulatory authorities, where the
obligation under the liability is discharged or
Company has no further obligations. Such benefits
cancelled or expires. When an existing financial
are classified as Defined Contribution Schemes as
liability is replaced by another from the same
the Company does not carry any further obligations,
lender on substantially different terms, or the terms
apart from the contributions made on a monthly
of an existing liability are substantially modified,
basis which are charged to the Statement of Profit
such an exchange or modification is treated as
and Loss.
the derecognition of the original liability and the
recognition of a new liability. The difference in the (ii) Defined benefit plans
respective carrying amounts is recognized in the
Gratuity: The Company provides for gratuity, a
Statement of Profit and Loss as finance costs.
defined benefit plan (the ‘Gratuity Plan”) covering
(c) Offsetting financial instruments eligible employees in accordance with the Payment
Financial assets and liabilities are offset and the net of Gratuity Act, 1972. The Gratuity Plan provides
amount is reported in the balance sheet where there a lump sum payment to vested employees at
is a legally enforceable right to offset the recognized retirement, death, incapacitation or termination of
amounts and there is an intention to settle on a net employment, of an amount based on the respective
basis or realize the asset and settle the liability employee’s salary. The Company’s liability is
simultaneously. The legally enforceable right must actuarially determined (using the Projected
not be contingent on future events and must be Unit Credit method) at the end of each year.
enforceable in the normal course of business and in Actuarial losses/gains are recognized in the other
the event of default, insolvency or bankruptcy of the comprehensive income in the year in which they
arise.

Annual Report 2022-23 115

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)


Compensated Absences: for events, such as bonus shares, other than the
conversion of potential equity shares, that have
Accumulated compensated changed the number of equity shares outstanding,
absences, which are expected without a corresponding change in resources.
to be availed or encashed within For the purpose of calculating diluted earnings per
12 months from the end of share, the net profit or loss for the year attributable
the year are treated as short to equity shareholders and the weighted average
term employee benefits. The number of shares outstanding during the year is
adjusted for the effects of all dilutive potential
obligation towards the same is equity shares.
measured at the expected cost
2.19 Inventory- (Contract Work in progress)
of accumulating compensated
absences as the additional Contract Work in progress are valued at cost or net
realisable value, whichever is lower. Cost comprises
amount expected to be paid as a all direct development expenditure.
result of the unused entitlement
2.20 Non-Current Assets held for Sale
as at the year end.
Non-current assets are classified as held for sale if
Accumulated compensated absences, which are
their carrying amount is intended to be recovered
expected to be availed or encashed beyond 12
principally through a sale (rather than through
months from the end of the year end are treated as
continuing use) when the asset is available for
other long term employee benefits. The Company’s
immediate sale in its present condition subject only
liability is actuarially determined (using the
to terms that are usual and customary for sale of
Projected Unit Credit method) at the end of each
such asset and the sale is highly probable and is
year. Actuarial losses/gains are recognized in the
expected to qualify for recognition as a completed
statement of profit and loss in the year in which they
sale within one year from the date of classification.
arise.
Non-current assets classified as held for sale are
Leaves under defined benefit plans can be encashed measured at lower of their carrying amount and fair
only on discontinuation of service by employee. value less costs to sell.

The obligation is measured at the present value of 3 Significant accounting judgments, estimates and
the estimated future cash flows using a discount assumptions
rate based on the market yield on government
The preparation of financial statements requires
securities of a maturity period equivalent to the
management to make judgments, estimates and
weighted average maturity profile of the defined
assumptions that affect the reported amounts of
benefit obligations at the Balance Sheet date.
revenues, expenses, assets and liabilities, and the
2.17 Contributed equity accompanying disclosures, and the disclosure
of contingent liabilities. Uncertainty about these
Equity shares are classified as equity share capital.
assumptions and estimates could result in outcomes
Incremental costs directly attributable to the issue
that require a material adjustment to the carrying amount
of new shares or options are shown in equity as a
of assets or liabilities affected in future years.
deduction, net of tax, from the proceeds.
4 Estimates and assumptions
2.18 Earnings Per Share
The key assumptions concerning the future and other
Basic earnings per share is calculated by dividing the
key sources of estimation uncertainty at the year end
net profit or loss for the year attributable to equity
date, that have a significant risk of causing a material
shareholders by the weighted average number of
adjustment to the carrying amounts of assets and
equity shares outstanding during the year. Earnings
liabilities within the next financial year, are described
considered in ascertaining the Company’s earnings
below. The Company based its assumptions and
per share is the net profit or loss for the year after
estimates on parameters available when the financial
deducting preference dividends and any attributable
statements were prepared. Existing circumstances
tax thereto for the year. The weighted average
and assumptions about future developments, however,
number of equity shares outstanding during the
may change due to market changes or circumstances
year and for all the years presented is adjusted

116 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
arising that are beyond the control of the Company. Such probability that future taxable income will be
changes are reflected in the assumptions when they available against which the deductible temporary
occur. differences and tax loss carryforwards can be
utilized. In addition, significant judgment is required
(a) Taxes
in assessing the impact of any legal or economic
Deferred tax assets are recognized for unused tax limits or uncertainties in various tax jurisdictions.
losses to the extent that it is probable that taxable
profit will be available against which the losses 5 Standards (including amendments) issued but not yet
can be utilized. Significant management judgment effective
is required to determine the amount of deferred Recent Indian Accounting Standards (Ind AS)
tax assets that can be recognized, based upon the
likely timing and the level of future taxable profits The Ministry of Corporate Affairs (MCA) notifies new
together with future tax planning strategies. standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
(b) Defined benefit plans (gratuity benefits and leave as issued from time to time. On March 31, 2023, MCA
encashment) amended the Companies (Indian Accounting Standards)
The cost of the defined benefit plans such as Amendment Rules, 2023, as below:
gratuity and leave encashment are determined Ind AS 1, Presentation of Financial Statements – This
using actuarial valuations. An actuarial valuation
amendment requires the entities to disclose their
involves making various assumptions that may
material accounting policies rather than their significant
differ from actual developments in the future. These
accounting policies. The effective date for adoption of
include the determination of the discount rate,
this amendment is annual periods beginning on or after
future salary increases and mortality rates. Due to
April 1, 2023. The Company has evaluated the amendment
the complexities involved in the valuation and its
and the impact of the amendment is insignificant in the
long-term nature, a defined benefit obligation is
standalone financial statements.
highly sensitive to changes in these assumptions.
All assumptions are reviewed at each year end. Ind AS 8, Accounting Policies, Changes in Accounting
Estimates and Errors –
The principal assumptions are the discount and
salary growth rate. The discount rate is based upon This amendment has introduced a definition of
the market yields available on government bonds at ‘accounting estimates’ and included amendments to Ind
the accounting date with a term that matches that AS 8 to help entities distinguish changes in accounting
of liabilities. Salary increase rate takes into account policies from changes in accounting estimates. The
of inflation, seniority, promotion and other relevant effective date for adoption of this amendment is annual
factors on long term basis. periods beginning on or after April 1, 2023. The Company
(c) Construction Contracts has evaluated the amendment and there is no impact on
its Standalone financial statements.
Recognizing construction contract revenue requires
significant judgement in determining actual work Ind AS 12, Income Taxes – This amendment has narrowed
performed and the estimated costs to complete the scope of the initial recognition exemption so that it
the work, provision for rectification costs, variation does not apply to transactions that give rise to equal and
claims etc offsetting temporary differences. The effective date for
adoption of this amendment is annual periods beginning
(d) Recognition of deferred tax assets
on or after April 1, 2023. The Company has evaluated the
The extent to which deferred tax assets can be amendment and there is no impact on its Standalone
recognized is based on an assessment of the financial statements.

Annual Report 2022-23 117

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
6A Property, plant and equipment - Current Year

Gross block Depreciation Net block

Block of Assets As at As at As at As at As at As at
Additions/ Deductions/ For the Deductions/
April 01, March 31, April 01, March 31, March 31, March 31,
Adjustments Adjustments year Adjustments
2022 2023 2022 2023 2023 2022
Owned assets
Freehold land 241.50 - - 241.50 - - - - 241.50 241.50
Leasehold Improvements 350.15 - - 350.15 197.29 18.56 - 215.85 134.30 152.86
Buildings 146.86 - - 146.86 70.61 20.46 - 91.07 55.79 76.25
Plant and Machinery 5,577.72 8.12 369.07 5,216.77 2,283.98 482.31 332.70 2,433.59 2,783.18 3,293.74
Furniture and Fixtures 60.56 - - 60.56 43.73 5.19 - 48.92 11.64 16.84
Office Equipment 12.30 - - 12.30 11.46 0.65 - 12.11 0.19 0.84
Computers 90.93 5.79 2.98 93.74 45.71 14.36 2.98 57.09 36.65 45.22
Vehicle 51.75 - 39.96 11.79 37.06 5.28 40.10 2.24 9.55 14.69
Total 6,531.77 13.91 412.01 6,133.67 2,689.84 546.81 375.78 2,860.87 3,272.80 3,841.93

Property, plant and equipment - Previous Year

Gross block Depreciation Net block

Block of Assets As at As at As at As at As at As at
Additions/ Deductions/ For the Deductions/
April 01, March 31, April 01, March 31, March 31, March 31,
Adjustments Adjustments year Adjustments
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 3,293.74 3,753.54
Furniture and Fixtures 60.56 - - 60.56 37.27 6.46 - 43.73 16.84 23.29
Office Equipment 12.30 - - 12.30 10.81 0.65 - 11.46 0.84 1.49
Computers 171.11 14.97 95.15 90.93 124.25 16.61 95.15 45.71 45.21 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

No Property, plant and equipment has been revalued

Refer Note no 24 for Property, Plant and Equipment pledged as security in respect of borrowings
6B The details of the right-of-use asset held by the Company is as follows:

Particulars Building Total

Balance as at April 01, 2021 - -
Additions 262.85 262.85
Deletion - -
Depreciation (29.76) (29.76)
Balance as at March 31, 2022 233.09 233.09
Additions 153.07 153.07
Deletion - -
Depreciation (63.77) (63.77)
Balance as at March 31, 2023 322.39 322.39

118 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(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 April 01, 2021 - -
Additions 252.00 252.00
Interest expense 23.13 23.13
Lease payments (36.60) (36.60)
Balance as at March 31, 2022 238.53 238.53
Additions 141.09 141.09
Interest expense 29.06 29.06
Lease payments (58.19) (58.19)
Balance as at March 31, 2023 350.49 350.49
Breakup of current and non-current lease liabilities

Particulars 31-Mar-23 31-Mar-22

Current lease liabilities 98.45 36.60
Non-current lease liabilities 252.04 201.93
7 Intangible assets - Current Year

Gross block Depreciation Net block

Block of Assets As at As at As at As at As at As at
Additions/ Deductions/ For the Deductions/
April 01, March 31, April 01, March 31, March 31, March 31,
Adjustments Adjustments year Adjustments
2022 2023 2022 2023 2023 2022
Computer Software 43.12 - - 43.12 23.33 1.79 - 25.12 18.00 19.79
Technical Knowhow 54.22 - - 54.22 42.01 2.25 - 44.26 9.96 12.21
Total 97.34 - - 97.34 65.34 4.04 - 69.38 27.96 32.00

Intangible assets - Previous Year

Gross block Depreciation Net block

Block of Assets As at As at As at As at As at As at
Additions/ Deductions/ For the Deductions/
April 01, March 31, April 01, March 31, March 31, March 31,
Adjustments Adjustments year Adjustments
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

As at As at
8 Contract Assets (Non current)
31 March 2023 31 March 2022
Contract Assets (Refer 8.1 below) 8,278.88 4,883.00
Less: Provision for Expected Credit Loss (926.98) (926.98)
Total 7,351.90 3,956.02
8.1 Contract asset(Non- Current) includes Rs. 7351.90 lakhs(net of provisions amounting to Rs. 926.98 lakhs)(March 31, 2022,
Rs.3,956.02 lakhs) from projects which are stalled due to delays in statutory approvals faced by the customer. Considering
the ongoing negotiations with the customers’ ,Management is confident of recovering the dues in full.

Annual Report 2022-23 119

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

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

31 March 2023 31 March 2022
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 40.93 52.72
fully paid up in Orient Green Power Company Limited
Unquoted
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)
40.93 52.72
Total ( A+B) 65.19 76.98
Aggregate book value of:
Quoted investments 40.93 52.72
Unquoted investments 24.26 24.26
Aggregate Market value of:
Quoted investments 40.93 52.72
Unquoted investments 24.26 24.26
Aggregate amount of impairment in value of Investments 407.56 407.56

10 Financial assets - Loans (Non current) As at As at

31 March 2023 31 March 2022
Unsecured, considered good
- Considered Good 10,968.55 18,402.42
- Considered doubtful 306.10 306.10
Less: Provision made (306.10) (306.10)
Net amount 10,968.55 18,402.42
Less: Provision for Expected Credit Loss (10,271.07) (10,271.07)
Total 697.48 8,131.35

10.1 Loans includes due from: As at As at

31 March 2023 31 March 2022
i) Related Parties:
 eitwind Shriram Manufacturing Private Limited- Rs. Nil (Net of provision
L - 477.77
of expected credit loss Rs. 9,141.70 Lakhs), Previous year: March 31, 2022
-Rs.477.77 Lakhs ( Net of provision of Rs. 9,141.70 lakhs) Refer 10.2 below
10.2 Financial Assets Loans (Non Current) include Rs. NIL (March 31, 2022: Rs. 477.77 Lakhs) due from Leitwind Shriram
Manufacturing Pvt Limited (LSML) (a related party). During the year loans amounting to Rs. 7,433.87 Lakhs has been taken
over by SVL Limited (Erstwhile entity exercising significant influence over the Company). Also refer to Note 48

120 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

11 Trade Receivables - (Non current) As at As at

31 March 2023 31 March 2022
Trade Receivables - Retention Money
Considered Good 18,086.74 18,768.50
Considered doubtful 2,680.19 2,267.44
Less: Provision for expected credit loss (2,680.19) (2,267.44)
18,086.74 18,768.50
Trade Receivables
Considered Good (Refer note 11.1 below) 119.49
Considered doubtful 322.16 301.79
Less: Provision for expected credit loss (322.16) (301.79)
119.49 -
Total 18,206.23 18,768.50
11.1 Trade receivable (Non –Current) includes an amount of Rs. 575.21 lakhs(net of Provisions amounting to Rs. 82.99 lakhs) from
projects which are stalled due to delays in statutory approvals faced by the customer. Considering the ongoing negotiations
with the customers’ Management is confident of recovering the dues in full.
11A Trade receivables -Non Current-ageing schedule
31-03-2023

Outstanding for following periods from due date of payaments

Upto 6 6 months More than 3
Particulars Not Due 1- 2 years 2-3 years Total
months to 1 year years
Undisputed
- Considered good 16,386.49 - - - - 16,386.49
- Credit impaired - - - - 2,011.45 2,011.45
16,386.49 - - - - 2,011.45 18,397.94
Less: Credit impaired (2,011.45)
Sub total (a) 16,386.49
Disputed
- Considered good 1,700.25 - - - - 119.49 1,819.74
- Credit impaired - - - - - 990.90 990.90
1,700.25 - - - - 1,110.39 2,810.64
Less: Credit impaired (990.90)
Sub total (b) 1,700.25 - - - - 1,110.39 1,819.74
Total (a) + (b) 18,206.23

Annual Report 2022-23 121

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
31-03-2022

Outstanding for following periods from due date of payaments

Particulars Upto 6 6 months More than 3
Not Due 1- 2 years 2-3 years Total
months to 1 year 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 1,957.74 - - - - - 1,957.74
- Credit impaired - - - - - 990.90 990.90
1,957.74 - - - - 990.90 2,948.64
Less: Credit impaired 990.90 (990.90)
Sub total (b) 1,957.74 - - - - - 1,957.74
Total (a) + (b) 18,768.51

12 Other financial assets (Non current) As at As at

31 March 2023 31 March 2022
Deposits 1,163.36 1,173.27
Less: Provision for Expected Credit Losses (132.86) (132.86)
Deposit accounts with maturity for more than twelve months from the balance
- 41.38
sheet date
1,030.50 1,081.79

13 Deferred Tax Assets (Net) As at As at

31 March 2023 31 March 2022
Deferred Tax Assets (Net) (refer Note 43) 40,323.75 43,345.50
40,323.75 43,345.50

14 Income Tax Assets (Net) As at As at

31 March 2023 31 March 2022
Advance Tax & Tax deducted at source (Net of Provision for Tax (March 31,2023
1,549.37 1,412.38
` 5,540.74 lakhs (March 31, 2022 ` 5,540.74 lakhs))
Total 1,549.37 1,412.38

15 Contract assets As at As at
31 March 2023 31 March 2022
Contract Assets (Refer Note 15.1 & Note 42) 78,215.17 83,029.75
Less: Provision for Expected Credit Loss (4,968.58) (3,321.01)
Total 73,246.59 79,708.74

122 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
15.1 The above Contract Assets includes materials at project site amounting to Rs. 22,651.00 lakhs (Previous year March 31,
2022 Rs. 25,512.38 lakhs)
15.2 Movement in loss allowance is as follows:

Particulars As at As at
31 March 2023 31 March 2022
Opening balance 3,321.01 910.95
Additions / Transfer 4,968.58 2,410.06
Utilizations / Reversals (3,321.01) -
Closing balance 4,968.58 3,321.01

16 Trade receivables As at As at
31 March 2023 31 March 2022
Unsecured
-Considered good 16,987.40 20,374.59
-Considered doubtful 9,301.61 9,075.87
Less: Provision for doubtful debts (9,301.61) (9,075.87)
Trade Receivable - Retention monies
-Considered good 7,253.70 7,682.68
-Considered doubtful 63.33 -
Less: Provision for doubtful debts (63.33) -
Net 24,241.10 28,057.27
16.1 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.
16.2 Trade receivable include due from related parties amounting to Rs.5,170.48 Lakhs (March 31, 2022- 5,870.48 Lakhs) Refer
Note 48 C)
Trade receivables ageing schedule
31-03-2023

Outstanding for following periods from due date of payaments

Particulars Upto 6 6 months More than 3
Not Due 1- 2 years 2-3 years Total
months to 1 year years
Undisputed
- Considered good 4,590.99 2,361.98 261.66 3,105.67 5,047.25 7,410.01 22,777.56
- Credit impaired - - - 1,837.12 - 7,120.32 8,957.44
4,590.99 2,361.98 261.66 4,942.79 5,047.25 14,530.33 31,735.00
Less: Credit impaired (8,957.44)
Sub total (a) 22,777.56

Annual Report 2022-23 123

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Outstanding for following periods from due date of payaments

Particulars Upto 6 6 months More than 3
Not Due 1- 2 years 2-3 years Total
months to 1 year years
Disputed
- Considered good - - 1,396.44 - 3.36 63.74 1,463.54
- Credit impaired - - 267.29 - - 140.21 407.50
- - 1,663.73 - 3.36 203.95 1,871.04
Less: Credit impaired (407.50)

Sub total (b) 1,463.54

Total (a) + (b) 24,241.10
31-03-2022

Outstanding for following periods from due date of payaments

Particulars Upto 6 6 months More than 3
Not Due 1- 2 years 2-3 years Total
months to 1 year 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
Notes:
Movement in loss allowance is as follows: (Trade receivables- current and non current)

Particulars As at As at
31 March 2023 31 March 2022
Opening balance 11,645.10 8,492.95
Additions / Transfer 722.19 3,152.15
Utilizations / Reversals - -
Closing balance 12,367.29 11,645.10

124 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

17 Cash and bank balances As at As at

31 March 2023 31 March 2022
Cash and cash equivalents

Balances with banks

In current accounts 2,364.49 471.94
Margin Money (Original Maturity of less than 3 Months) 920.40 75.75
Cash on hand 0.44 0.58
Total 3,285.33 548.27

18 Other Bank Balances As at As at

31 March 2023 31 March 2022
Deposit Account (Original Maturity of 3 Months to 12 Months) 223.72 224.88
Margin Money (Original Maturity of More than 3 Months to 12 Months) 1,506.61 2,162.61
Total 1,730.33 2,387.49

19 Other Current Financial assets As at As at

31 March 2023 31 March 2022
Security deposit 100.55 68.94
Interest Receivable 22.82 820.07
Total 123.37 889.02

20 Other current assets As at As at

31 March 2023 31 March 2022
Advances to Employees 45.09 62.75
Balance with Government Authorities 4,794.70 4,303.42
Prepaid Expenses 35.85 21.28
Other Advances 11.24 440.88
Advances to Suppliers
- Considered good 5,755.25 6,870.23
- Considered doubtful 1,640.30 1,640.30
Less : Provision for doubtful Advances (1,640.30) (1,640.30)
5,755.25 6,870.23
Total 10,642.13 11,698.56

21 Assets classified as held for sale As at As at

31 March 2023 31 March 2022
Asset held for Sale - 596.06
Total - 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.

Disclosure pursuant to Ind AS 105 - Major classes of assets and liabilities As at As at

classified as held for sale: 31 March 2023 31 March 2022
Property, Plant and Equipment - 596.06

Annual Report 2022-23 125

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

22 A. Equity Share capital

Particulars As at As at
31 March 2023 31 March 2022
Authorized 1,40,000.00 1,40,000.00
1,400,000,000 (31 March 2022 1,400,000,000, ) Equity Shares of ` 10 each 1,40,000.00 1,40,000.00
Issued, subscribed and paid up
1,321,529,018 (31 March 2022: 971,529,018) Equity shares of ` 10 each fully paid 1,32,152.90 97,152.90
1,32,152.90 97,152.90

B. Preference Share capital

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 2023 31 March 2022
Authorized
30,000,000 (31 March 2022: 30,000,000) Convertible Preference Shares of ` 100
30,000.00 30,000.00
each
Total 30,000.00 30,000.00
(a) Reconciliation of Equity shares outstanding at the beginning and at the end of the year

Particulars As at As at
31 March 2023 31 March 2022
No of shares No of shares
Outstanding at the beginning of the year 97,15,29,018 97,15,29,018
Add: Issued during the year 35,00,00,000 -
Outstanding at the end of the year 1,32,15,29,018 97,15,29,018
(b) Details of shareholders holding more than 5% shares

Name of Shareholder As at 31 March 2023 As at 31 March 2022

No of shares % holding No of shares % holding
Equity Shares
Mark AB Capital Investments LLC 35,00,00,000 26.48 - -
SVL Limited (Refer Note (c) Below) 21,35,41,894 16.16 27,93,91,356 28.76
State Bank of India 12,56,34,843 9.51 12,56,34,843 12.93
Punjab National Bank 10,18,10,880 7.70 10,22,35,172 10.52
Central Bank of India 9,35,70,276 7.08 9,35,70,276 9.63

126 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
(c) Details of shares held by Promoters

Name of Shareholder As at 31 March 2023 As at 31 March 2022

No of shares % holding No of shares % holding
Mark AB Capital Investments LLC 35,00,00,000 26.48 - -
Mark AB Welfare Trust 6,07,49,462 4.60 - -
SVL Limited* - - 27,93,91,356 28.76
*The stock exchanges vide their letters dated February 02, 2023 has approved Mark AB Capital Investment LLC, Dubai as
promoters and SVL Limited has been reclassified under Public holding with effect from February 03, 2023.
(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) Preferential issue of equity shares during past five years:

Particulars 2017-18
No.shares Face value of Premium Total
Rs.10/-
KPR Investment private limited 1,29,19,896 1,292 2,208.01 3,500.00
Lender Bank- Conversion of funded interest term Loan (FITL) 10,193 1 2.34 3.36
Lender bank - Conversion of Interest sacrifice 24,03,425 240 722.23 962.57
Lender Bank- Conversion of Working capital term Loan (WCTL) 1,92,27,563 1,923 2,547.65 4,470.41
There is no Preferential issue of Equity during the year ended March 31, 2019, March 31, 2020 , March 31, 2021 & March 31, 2022
Preferential issue of equity shares during the current year (2022-23):

Particulars 2022-23
No.shares Face value of Premium Total
Rs.10/-
Mark AB Capital Investments LLC 35,00,00,000 35,000 - 35,000
f) The Resolution Plan (RP) was implemented by the Company and Lenders, upon completion of compliance of all conditions
precedent to the satisfaction of the consortium lenders and RP was effective from September 30, 2022, with change in
Management as per the RP formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed
Assets) Directions, 2019 vide its circular dated June 07, 2019 (‘the RBI Circular” / “Regulatory Framework”). Consequent to
the implementation of resolution plan, Mark AB Capital Investment LLC, Dubai acquired 26.48% in equity of the Company.
During the year ended March 31, 2023, pursuant to the Resolution Plan, Company has received Rs. 35,000 Lakhs of equity
and has allotted 35,00,00,000 equity shares of Rs. 10 each on preferential basis to Mark AB Capital Investment LLC, Dubai
and shall be subject to lock-in for such period as may be prescribed under the ICDR Regulations. As at September 30, 2022
the Company has utilized the entire proceeds towards the intended purpose. The paid-up equity capital of the Company as
on date is Rs. 1,32,152.90 Lakhs - divided into 1,32,15,29,018 equity shares of Rs.10/- each.

Annual Report 2022-23 127

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
During the Year ended March 31, 2023, pursuant to the Resolution Plan, Company has issued 1,75,00,000 Compulsorily
Convertible Debentures(CCD) of Rs. 100/- each and 1,75,00,000 Non-Convertible Debenture(NCD) of Rs. 100/- each
aggregating to Rs. 35,000 Lakhs by way of conversion of existing loans of lenders. (Refer Note no 24.2)
23 Other equity

(A) Other equity As at As at

31 March 2023 31 March 2022
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) (2,15,649.27) (2,14,517.03)
Re-measurement gains/ (losses) on defined benefit plans (Net of Tax) 103.58 159.96
Investments FVTOCI Reserve on equity instruments (3.28) 8.51
Total (23,748.69) (22,548.28)

(i) Securities premium reserve As at As at

31 March 2023 31 March 2022
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 2023 31 March 2022
Opening balance 561.93 561.93
Additions/(Transfers) -
Closing balance 561.93 561.93

(iii) Capital Reserve As at As at

31 March 2023 31 March 2022
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 2023 31 March 2022
Opening balance (2,14,517.03) (1,89,616.01)
Add: Net loss for the year (1,132.24) (24,901.02)
Closing balance (2,15,649.27) (2,14,517.03)

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

31 March 2023 31 March 2022
Opening balance 8.51 (30.50)
-Fair valuation changes for the year (net of tax) (11.79) 39.01
Closing balance (3.28) 8.51

128 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

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

31 March 2023 31 March 2022
Opening Balance 159.96 144.35
Additions (56.38) 15.61
Closing Balance 103.58 159.96
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.

24 Borrowings -Non-current (Secured, unless otherwise stated) As at As at

31 March 2023 31 March 2022
Secured - At Amortized Cost
From Banks
Term Loans 1,397.99 6,291.99
Non Convertible debentures( NCD) (Refer note 24.2 below) 9,288.02 -
Compulsorily Convertible Debentures(CCD) (Refer note 24.2 below) 9,178.93 -
From Others
Term Loans 799.98 8,512.45
Working Capital Term Loans - 560.03
Non Convertible debentures( NCD) (Refer note 24.2 below) 2,846.72 -
Compulsorily Convertible Debentures(CCD) (Refer note 24.2 below) 2,805.80 -
Unsecured Loan (Refer note 24.3 below) 299.20 -
Total 26,616.64 15,364.47
24.1 Terms of Repayment and Security details

S.No 31-Mar-23 31-Mar-22 Terms of Repayment

4 Structured yearly payments commencing from
Term Loans from Banks* - 1,198.00
April 2023 to March 2027
27 Structured Quarterly repayment commencing
Term Loans from Banks** 1,397.99 5,093.99
from Jun 2018 to September 2025
Non Convertible debentures (NCD) from 26 Structured Half yearly repayment commencing
9,288.02 -
Banks** from October 2022 to March 2035
Compulsorily Convertible Debentures(CCD)
9,178.93 - Fully Convertible on 31st March 2035
from Banks**

Annual Report 2022-23 129

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

S.No 31-Mar-23 31-Mar-22 Terms of Repayment

48 Structured Monthly repayment commencing from
Term Loans from Others** 140.00 3,214.61
April 2023 till March 2027
4 Equal yearly repayment commencing from
Term Loans from Others** 659.98 5,857.87
September 2027 to March 2029
Non Convertible debentures(NCD) from 26 Structured Half yearly repayment commencing
2,846.72 -
Others** from October 2022 to March 2035
Compulsorily Convertible Debentures(CCD)
2,805.80 - Fully Convertible on 31st March 2035
from Others**
Bullet repayment on 31-Dec-2035. The loan carries
Unsecured loan 299.20 - interest rate at 0.10% p.a payable half yearly from
March 2023 till December 2035
Total 26,616.64 15,364.47
Security
*Primary Exclusive charge on 5 Wind Electric Generator of 1.5 MW
**First Paripassu charge on Pooled Assets ie., all movable (both fixed, current and non-current) Immovable assets of the
company and Corporate Guarantee of MARK AB LLC Dubai, Mark AB Capital Investments India Private Limited ,SVL Ltd and
SVL Trust.However, the Corporate Guarantees of SVL ltd and SVL Trust shall be released after 18 months from the date of
RP , if there is no default for a consecutive period of 12 months as defined in RBI Circular dated 7th June 2019.
24.2 Implementation of Resolution Plan
The Company submitted 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”), which was approved by the consortium lenders and implemented
on 30th September 2022.
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 26.48% 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 in liee of Corporate Guarantees of
SVL Ltd and SVL Trust. However, the Corporate Guarantees of SVL ltd and SVL Trust shall be released after 18 months
from the date of RP , if there is no default for a consecutive period of 12 months as defined in RBI Circular dated 7th
June 2019.
6. Continuation of Margin of 15% on stock and book debts and cover period of 270 days for receivable.
The Company has accounted for the CCD and NCD as per IND AS 109- Financial Instruments
The CCD and NCD have been classified as financial liability as there is contractual obligation to deliver cash over a period of
14 years in terms of repayment of principal and interest. CCD and NCD are initially recognised at amortised cost using the

130 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
effective interest method at 9.00%. The resultant gain or loss at initial recognition is recognised as exceptional gain in the
statement of profit and loss. (Also refer Note no 42)
The Company has defaulted in repayment of interest in respect to the following loans prior to the implementation of RP

Particulars Nature of Period of Delay Amount of Remarks

payment default
Central Bank 1 - 61 days 24.00
IFCI WCTL 1 - 61 days 12.56 Interest has been paid subsequently in
Interest
IFCI FITL 1 - 61 days 1.88 FY 2022-23
BOM - Covid Loan 1 - 82 days 4.00
24.3 During the year, the Company has obtained unsecured loan amounting to Rs.900 Lakhs. The terms of repayment is bullet
repayment of principal on 31-Dec-2035. The loan carries interest rate at 0.10% p.a payable half yearly from March 2023 till
December 2035. The said loan has been recognised at amortised cost and the resultant gain on initial recognition is credited
to the statement of profit and loss
24.4 The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender during the
current period.
24.5 The Company has utilised the funds as per the terms of the Borrowings.

25 Other financial liabilities As at As at

31 March 2023 31 March 2022
Sundry Creditors- Retention 4,024.26 4,465.38
Total 4,024.26 4,465.38
Sundry Creditors - Retention
As on 31-03-2023

Particualrs Outstanding for following periods from due date of payaments

Not due Less than 1-2 years 2-3 years More than Total
1 year three year
(i) MSME - - - - - -
(ii) Others 4,024.26 - - - - 4,024.26
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 4,024.26 - - - - 4,024.26
As on 31-03-2022

Particualrs Outstanding for following periods from due date of payaments

Not due Less than 1-2 years 2-3 years More than Total
1 year three 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

Annual Report 2022-23 131

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

26 Long Term Provisions As at As at

31 March 2023 31 March 2022
Provision for gratuity ( Refer Note 46) 479.77 540.50
Total 479.77 540.50

27 Other non-current liabilities As at As at

31 March 2023 31 March 2022
Contract Liabilities
Advance from Customers 2,078.30 2,202.91
Total 2,078.30 2,202.91

28 Short -term borrowings (Secured unless otherwise stated) As at As at

31 March 2023 31 March 2022
From bank
- Cash Credit and Overdraft facilities 7,952.75 42,731.22
- Working Capital Demand Loans 5,129.28 17,014.48
- Demand Loan - Covid Emergency loan - 191.95
- 'Interest accrued and due - 7,405.38
Current Maturities 156.00 7,465.00
Non Convertible debentures(NCD) 83.37
FITL- Moratorium Interest - 1,272.62
From Financial Institutions
-Cash Credit and Overdraft facilities 264.78 582.33
Funded Interest Term Loans - 76.00
-Current Maturities - 5,724.00
Non Convertible debentures(NCD) 21.20 -
From others (Unsecured) 359.20 -
Total 13,966.58 82,462.97
28.1 Secured by First Paripassu charge on Pooled Assets ie., all movable (both fixed, current and non-current) Immovable assets
of the company and Corporate Guarantee of MARK AB LLC Dubai, Mark AB Capital Investments India Private Limited ,SVL
Ltd and SVL Trust.However, the Corporate Guarantees of SVL ltd and SVL Trust shall be released after 18 months from the
date of RP , if there is no default for a consecutive period of 12 months as defined in RBI Circular dated 7th June 2019.
The Company has defaulted in repayment of interest in respect to the following ,prior to the implementation of RP

Bank / Financial institution name Cash credit WCDL FITL Period of Delay Remarks
Punjab National Bank 0.21 0.31 -
State Bank Of India 0.95 - -
Union Bank 0.09 - -
Yes Bank 0.02 0.04 - Interest has been paid
1- 214 days subsequently in FY
Axis Bank 0.05 0.07 - 2022-23
Bank of Baroda 0.06 0.09 -
Bank Of India 0.04 0.07 -
Bank Of Maharashtra 0.10 - -

132 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Bank / Financial institution name Cash credit WCDL FITL Period of Delay Remarks
Central Bank Of India 0.17 0.26 -
DBS Bank 0.22 - -
Federal Bank Limited 0.04 0.07 -
ICICI Bank Limited 0.01 0.01 - Interest has been paid
IDBI Bank Limited 0.48 - - 1- 214 days subsequently in FY
IFCI Factors 0.04 - 4.69 2022-23

Indian Bank 0.12 - -

Indusind bank 0.07 0.11 -
ARCIL 0.25 - -
28.2 The quarterly statements filed by the Company with the banks and financial institutions are in agreement with the books of
accounts
28.3 The Company has utilised the funds as per the terms of the Borrowings. Also, the Company has not used funds raised on
short term basis for long term purpose.
Net Debt Reconciliation

Particulars As at As at
31 March 2023 31 March 2022
Cash & Cash equivalents 3,285.33 548.27
Non Current Borrowings (26,616.64) (15,364.47)
Current Borrowings (13,966.58) (82,462.97)
Net Debt (37,297.89) (97,279.17)

Particulars Cash & Cash Non Current Current Total

equivalents Borrowings Borrowings
Net Debt as on 1st April, 2021 625.68 (20,072.84) (58,839.27) (78,286.43)
Cash Flows (77.41) - - (77.41)
Proceeds from availments - - (13,767.07) (13,767.07)
Repayments - 6,420.12 - 6,420.12
Interest paid/accrued - (1,711.75) (9,856.63) (11,568.38)
Net Debt as on 1st April, 2022 548.27 (15,364.47) (82,462.97) (97,279.17)
Cash Flows 2,737.06 - - 2,737.06
Proceeds from availments - (16,488.98) (359.20) (16,848.18)
Repayments - - 48,247.99 48,247.99
Gain on restructuring/ fair value - - 20,248.40 20,248.40
Interest paid/accrued - 5,236.81 359.19 5,596.00
Net Debt as on 31st March, 2023 3,285.33 (26,616.64) (13,966.58) (37,297.89)

Annual Report 2022-23 133

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

29 Trade payables As at As at
31 March 2023 31 March 2022
Total outstanding dues of creditors to micro enterprises and small enterprises - -
Total outstanding dues of creditors other than micro enterprises and small
enterprises
Acceptances 9,605.31 323.42
Trade Payables 14,822.55 15,549.73
Total 24,427.86 15,873.15
29.1 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.
29.2 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 2023 31 March 2022
(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.
29A Ageing Trade payable ageing
As on 31-03-2023

Particulars Outstanding for following periods from due date of payaments

Not due Less than 1 1-2 years 2-3 years More than Total
year three year
(i) MSME - - - - - -
(ii) Others 14,708.23 2,392.31 4,180.38 711.43 2,156.83 24,149.18
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others 32.09 234.93 11.66 278.68
Total 14,708.23 2,392.31 4,212.47 946.36 2,168.49 24,427.86

134 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
As on 31-03-2022

Particulars Outstanding for following periods from due date of payaments

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

30 Other Financial Liabilities As at As at

31 March 2023 31 March 2022
Other payables* 1,621.56 1,885.00
Total 1,621.56 1,885.00
*included employee dues and other routine payable for expenses

31 Other current liabilities As at As at

31 March 2023 31 March 2022
Statutory dues payable 223.27 140.76
Advance Billing 222.68 548.11
Total 445.95 688.87

32 Contract Liabilities As at As at
31 March 2023 31 March 2022
Advance from customers 3,432.75 5,934.02
Total 3,432.75 5,934.02

33 Short Term Provisions As at As at

31 March 2023 31 March 2022
Provision for gratuity (Refer note 46) 21.02 23.70
Provision for Compensated Absences (Refer note 46) 246.83 480.83
Total 267.85 504.53

Annual Report 2022-23 135

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

34 Revenue from operations 2022-23 2021-22

Revenue from Engineering and Construction Contracts 37,884.66 30,277.16
Company’s share in profit of Integrated Joint Ventures - 1.48
Total 37,884.66 30,278.64
34.1 Revenue for the current year (2022-23) includes Nil (Previous year 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.
34.2 Unsatisfied performance obligation: Management expects that the transaction price allocated to partially or fully unsatisfied
performance obligation of `1,10,900 lakhs (Order book value) (March 31, 2022: `1,19,664 Lakhs) will be recognised as
revenue over the project life cycle.

35 Other income 2022-23 2021-22

Interest income
- Margin Money deposits 283.42 277.97
- Income tax refund 29.30 316.91
Fair Value gain on Unsecured loan (Refer note 24.3) 613.58
Liabilities written back 119.80 38.92
Miscellaneous income 163.20 261.61
Total 1,209.30 895.41

36 Erection, Construction & Operation Exps 2022-23 2021-22

Cost of Materials and Labour 30,507.81 24,656.00
Other Contract Related Costs 1,344.34 210.50
Total 31,852.15 24,866.50
36.1 Cost of Materials and Labour for the year ended March 31, 2023 includes NIL lakhs (Year Ended March 31, 2022 Rs. 8,624
Lakhs) being proportionate share of cost relating to the Mokul Shriram EPC JV( MSJV) project in Basra, Iraq.

37 Change in Inventories of Contract WIP 2022-23 2021-22

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

38 Employee benefits expense 2022-23 2021-22

Salaries,wages,bonus and other allowances 3,015.39 3,180.98
Contribution to Provident and Other funds 197.91 195.83
Contribution to Gratuity ( Refer Note 46) 76.35 133.37
Staff welfare expenses 45.81 172.09
Total 3,335.46 3,682.27

136 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

39 Finance costs 2022-23 2021-22

Interest on Cash Credits* 2,993.93 7,788.18
Interest on Term Loans * 715.09 1,711.75
Interest on CCD, NCD 54.07 -
Interest - Others 404.98 628.71
Interest on financial liabilities measured at Effective interest rates(INDAS) 1,841.73 1,416.60
Interest on Lease Liabilities 29.06 23.14
Total 6,038.86 11,568.38
*Consequent to implementation of resolution plan, Interest waiver (July’22 – September’22) of Rs. 2,176 Lakhs has been adjusted
against Finance cost for the year ended March 31, 2023.

40 Depreciation and amortization expense 2022-23 2021-22

Depreciation on Property, Plant and Equipment (Refer note 6A) 546.81 541.05
Amortization of Intangible Assets (Refer note 7) 4.04 4.04
Amortization of Right to use assets (Refer note 6B) 63.77 29.76
Total 614.62 574.85

41 Other expenses 2022-23 2021-22

Electricity and water 521.29 119.24
Rates and taxes 233.65 46.61
Rent 68.86 104.96
Repairs and Maintenance:
Building 12.07 14.66
Plant and Machinery, Equipments 39.53 56.67
Others 12.94 20.01
Auditors' Remuneration (Refer note 41.1 below) 47.63 34.32
Bank Charges, Letter of Credit / Guarantee charges 699.19 962.59
Travel and conveyance 334.46 334.05
Insurance premium 125.22 192.10
Printing & Stationery 16.31 17.30
Communication, broadband and internet expenses 21.86 24.03
Sitting Fees 11.70 8.70
Consultancy charges 366.57 333.48
Legal Expenses 172.32 105.86
Advertisement 46.48 22.32
Bad Debts 1.61 103.35
Company’s share in Loss of Integrated Joint Ventures 10.36 -
Donation 0.14 0.08
Provision for doubtful trade and Other receivables 722.19 1,831.49
Provision for Contract Assets 4,968.59 -
Loss on Sale of assets 336.27 0.17
Others 409.06 163.63
Total 9,178.29 4,495.61

Annual Report 2022-23 137

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
41.1 The following is the break-up of Auditors remuneration (exclusive of GST)

As auditor: 2022-23 2021-22

Statutory audit 27.00 27.00
Other matters 20.54 6.00
Reimbursement of expenses 0.09 1.32
Total 47.63 34.32

42 Exceptional Items-(income)/ expense 2022-23 2021-22

Gain on Debt restructuring (Refer Note 24.2) (19,634.82) -
Provision for trade, other receivables and contract assets - 6,361.26
Contract assets written off 5,819.69 -
Total (13,815.13) 6,361.26
42.1 (i) Year ended March 31, 2023 includes an amount of Rs. 19,634.82 Lakhs resulting from implementation of Resolution
Plan with the lenders , on account of reduction in interest cost with effect from October 01, 2020 till June, 30, 2022, the
difference between the carrying amounts of the facilities before restructuring as at September 30, 2022 and the fair
values of the new facilities recognised as income in accordance with INDAS 109 - Financial Instruments.
(ii) During the year ended March 31, 2023,contract assets amounting to Rs. 5,819.69 lakhs was written off, in respect
of projects stopped by the client consequent to an order of the National Green Tribunal restraining the client from
proceeding with the project and on account of wrongful termination of a contract and consequent legal disputes /
arbitration proceedings initiated during the year in respect of projects with the customers.
(iii) During the previous year ended March 31, 2022 represents provisions for trade, other receivables and contract assets
amounting to Rs. 6,361.26 lakhs , based on estimation of potential stress on project completion and collections,
considering the continuing impact of COVID 19 pandemic.
43 Income Tax
(A) Components of Deferred Tax Assets and Liabilities recognised in Balance Sheet:
31.03.2023

Particulars Balance as at Recognized in Recognized in Balance as at

April 1, 2022 profit or loss OCI during March 31, 2023
during 2022-23 2022-23
Deferred tax assets
Expenditure allowed on payment basis for Income
365.17 (123.67) 19.73 261.23
tax purpose
Impairment loss on Financial Assets and Contract
3,912.73 1,255.22 - 5,167.95
Assets
Deferred tax asset on account of unabsorbed losses
39,645.00 (4,235.38) - 35,409.62
and depreciation allowance (Refer Note- 43 (B))
43,922.90 (3,103.83) 19.73 40,838.80
Deferred tax liabilities
On Property, Plant and Equipment 577.40 (62.15) - 515.25
On Others -
577.40 (62.15) - 515.25
Deferred tax asset, net 43,345.50 (3,041.68) 19.73 40,323.55

138 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
(B) The Company has business losses 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 amounting to Rs. 1,37,510.14 lakhs, the Company has
recognised Deferred Tax Asset (DTA) on a carry forward loss of Rs. 1,11,216.10 lakhs in an earlier year resulting in DTA of Rs.
33,289.92 lakhs (March 31, 2022 - Rs. 39,645 Lakhs). During the current year, the company has written off DTA amounting
to Rs. 3,021.95 lakhs(net) due to carry forward business losses which is expiring by AY relevant to accounting year ended
March 31, 2023. 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. The auditors have qualified this matter in their report
for the year ended March 31, 2023.
31-03-2022

Particulars Balance as at Recognized in Recognized in Balance as at

April 1, 2021 profit or loss OCI during March 31, 2022
during 2021-22 2021-22
Deferred tax assets
Expenditure allowed on payment basis for Income
338.58 32.05 (5.46) 365.17
tax purpose
Impairment loss on Financial Assets and Contract
3,937.69 (24.96) - 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)(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
(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.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 the current year, the company has written off DTA amounting to Rs. 4,278
lakhs(net) due to carry forward business losses which is expiring by AY relevant to accounting year ended March 31, 2022.
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 Tax 2022-23 2021-22

Current Tax - -
Deferred Tax (3,021.95) (4,278.00)
Total (3,021.95) (4,278.00)

(E) Reconciliation of tax charge 2022-23 2021-22

(a) Profit/(Loss) before tax 1,889.71 (20,623.02)
(b) Corporate Tax Rate as per Income Tax Act, 1961 34.94% 34.94%
(c) Tax on Accounting Profit/(loss)  (c) = (a) * (b) 660.34 (7,205.68)

Annual Report 2022-23 139

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

(d) Tax adjustments 2022-23 2021-22

(i) Tax on Non-deductible item for tax purpose - (1,808.36)
(ii) Tax effect on expiry of carry forward losses (2,738.79) (7,500.00)
(iii) Tax effect of losses of current year on which no deferred tax benefit is
- (2,095.59)
recognised
(iv) Tax effect on utilisation of carry forward losses (1,496.60)
(iv) Tax effect of various other items 1,873.78 (79.74)
Total effect of Tax Adjustments (2,361.61) (11,483.68)
(e) Tax expenses recognised during the year (e) = (d) - (c) (3,021.95) (4,278.00)
(F) There is no provision for tax in view of the brought forward losses/unabsorbed depreciation relating to earlier years, available
for set off, while computing income, both under the provisions of 115 JB and those other than section 115 JB of the Income
Tax act 1961
(G) Unrecognised deductible temporary differences, unused tax losses

Particulars 2022-23 2021-22

- Unused tax losses 6,201.00 8,729.00
Total 6,201.00 8,729.00
1

Expiry period Unused Tax Loss (Rs. Lakhs)

2023-24 to 2029-30 6,201.00
2 The Company has business loss which are allowed to be carried forward and set off against the available future taxable
income under Income Tax Act, 1961. No Deferred Tax asset has been recognised on this considering no reasonable certainty
44 Basic and Diluted Earnings Per Share (EPS) computed in accordance with Indian Accounting Standard (Ind AS) 33 “Earnings
Per Share”:

Particulars Year ended Year ended

31st March 2023 31st March 2022
Basic EPS
Profit/ (Loss) after Tax as per Accounts (` lakhs) A (1,132.24) (24,901.02)
Weighted Average Number of Equity Shares Outstanding B 12,240.86 9,715.29
Basic EPS (`) A/B (0.09) (2.56)

Diluted EPS
Profit/ (Loss) after Tax as per Accounts (` lakhs) (1,132.24) (24,901.02)
Add: Interest cost on CCD 777.12 -
Profit/ (Loss) after Tax as per Accounts (` lakhs) for diluted EPS A (355.12) (24,901.02)
Weighted Average Number of Equity Shares Outstanding 12,240.86 9,715.29
Weighted Average Number of shares upon conversion of CCD 125.81 -
Weighted Average Number of Equity Shares Outstanding for Diluted EPS B 12,366.67 9,715.29
Diluted EPS* (`) A/B* (0.09) (2.56)
* Since the diluted EPS as per computation is anti dilutive , diluted EPS is taken as basic EPS.

140 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
45 Disclosures pursuant to EPC Contracts:

S. No Particulars Year ended Year ended

31st March 2023 31st March 2022
1 Contract revenue recognised for the financial year 37,884.66 30,277.16
Aggregate amount of Contract costs incurred and recognized profits (less
2 31,852.15 25,114.70
recognized losses) upto the reporting date
3 Advances received for contracts in progress 5,511.05 8,136.93
4 Retention amount by customers for contracts in progress 28,020.63 28,718.62
5 Gross amount due from customers for contract work (Asset) 80,598.49 83,664.76
6 Gross amount due to customers for contract work (Liability) 222.68 548.11
46 Disclosure pursuant to Ind AS 19 "Employee Benefits"
(A) Defined Contribution Plans

During the year, the Company has recognized the following amounts in the Statement 2022-23 2021-22
of Profit and Loss
Employers’ Contribution to Provident Fund and Employee State Insurance
197.91 195.83
(Refer note 38)
(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.
The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will
Interest risk 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.
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
Salary Escalation Risk
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.
The Company has used certain mortality and attrition assumptions in valuation of the liability.
Demographic Risk 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, 2023 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.

i) Actuarial assumptions 2022-23 2021-22

Discount rate (per annum) 7.20% 7.28%
Rate of increase in Salary 5% 5%
Expected average remaining working lives of employees (years) 12.70 12.80
Attrition rate 3.00% 3.00%

Annual Report 2022-23 141

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
ii) Changes in the present value of defined benefit obligation

Gratuity Long Term Compensated

Absences
2022-23 2021-22 2022-23 2021-22
Present value of obligation at the beginning of the year 564.20 583.13 480.83 385.95
Interest cost 33.93 35.62 32.26 25.05
Past service cost
Current service cost 42.42 97.76 139.01 380.31
Curtailments
Settlements
Benefits paid (196.14) (136.70) (75.43) (47.95)
Actuarial gain on obligations 56.38 (15.61) (329.84) (262.53)
Present value of obligation at the end of the year* 500.79 564.20 246.83 480.83
*Included in provision for employee benefits (Refer notes 26 and 33)
iii) Expense recognized in the Statement of Profit and Loss

Gratuity Long Term Compensated

Absences
2022-23 2021-22 2022-23 2021-22
Current service cost 33.93 35.62 139.01 380.31
Past service cost
Interest cost 42.42 97.75 32.26 25.05
Expected return on plan assets
Actuarial gain on obligations 56.38 (15.61) (329.84) (262.53)
Settlements -
Curtailments - -
Total expenses recognized in the Statement Profit and Loss 76.35 133.37 (158.57) 142.83
Total expenses recognized in OCI 56.38 (15.61)
iv) Assets and liabilities recognized in the Balance Sheet:

Gratuity Long Term Compensated

Absences
2022-23 2021-22 2022-23 2021-22
Present value of unfunded obligation as at the end of the year (500.79) (564.20) (246.83) (480.83)
Unrecognized actuarial (gains)/losses - - - -
Unfunded net liability recognized in Balance Sheet* (500.79) (564.20) (246.83) (480.83)
*Included in provision for employee benefits (Refer notes 26 and 33)

142 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
v) A quantitative sensitivity analysis for significant assumption as at 31 March 2023 is as shown below:

Impact on defined benefit obligation 2022-23 2021-22

Discount rate
0.5% increase (3.08%) (2.86%)
0.5% decrease 3.27% 3.04%
Rate of increase in salary
0.5% increase 3.27% 3.04%
0.5% decrease (3.08%) (2.86%)

vi) Maturity profile of defined benefit obligation 2022-23 2021-22

Period
By the end of the First Year 105.03 167.89
Between Year 1 and Year 2 70.24 11.21
Between Year 2 and Year 3 20.37 69.93
Between Year 3 and Year 4 42.28 99.03
Between Year 4 and Year 5 76.82 45.28
Between Year 5 and Year 10 285.78 374.94
47 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. 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. lessee 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%.
Maturity analysis of lease liabilities

Particulars 31st March 2023 31st March 2022

Within one year 98.45 36.60
After one year but not more than five years 163.30 195.58
More than five years 88.74 106.40
Amounts recognised in the Statement of Profit and Loss:

Particulars As at As at
31 March 2023 31 March 2022
Amortization expense of right-of-use assets 63.77 29.76
Interest expense on lease liabilities 29.06 23.13
Expense relating to short-term leases (included in other expenses) 68.86 104.96
Total amount recognised in statement profit or loss 161.70 157.84

Annual Report 2022-23 143

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
Amounts recognised in statement of Cash Flows:

Particulars As at As at
31 March 2023 31 March 2022
Total Cash outflow for leases 58.19 36.60
48 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 Ltd(upto 23rd September 2022)
Mark A B Investment LLC (effective from 24th September 2022)
Subsidiary
Shriram EPC FZE, Sharjah
Step Down Subsidiary
Shriram EPC Arkan LLC
Subsidiary of Entites exercising significant influence over the Company(upto 23rd September 2022)
Bharat Coal Chemicals Limited (BCCL)
Subsidiary of Entites exercising significant influence over the Company( Effective from 24th September 2022)
Mark AB Capital Investment India Private Limited
Enterprises under the joint control of the Entites exercising significant influence over the Company:
Leitwind Shriram Manufacturing Private Limited(upto 23rd September 2022)
Key management personnel
T.Shivaraman - Managing Director (upto 19th September 2022)
M.Amjad Shariff - Joint Managing Director (upto 19th September 2022)
N K Suryanarayanan- Managing Director( effective from 24th September 2022)
Other enterprises under the control of the key management personnel
Orient Green Power Company Limited (upto 20th September 2022)
Bharath Wind Farm Limited(upto 20th September 2022)
Beta Wind Farm Private Limited(upto 20th September 2022)
Amrit Enviornmental Technologies P Ltd(upto 20th September 2022)
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:

2022-23 2021-22
(i) Entites exercising significant influence over the Company
SVL Ltd (upto 23rd September 2022)
Transfer of Advances / Receivables 7,433.87 2,793.80
Fund Received (Net) 2,454.85
Mark A B Investment LLC (effective from 24th September 2022)
Amount invested as Equity 35,000.00 -

144 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

2022-23 2021-22
(ii) Subsidiary of Entites exercising significant influence over the Company
(Effective from 24th September 2022)
MARK AB Capital Investment India Private Limited( Effective from 24th
900.00 -
September 2022)
(iii) Subsidiary
Shriram EPC FZE, Sharjah 700.00 -
(iv) Key Management Personnel (KMP)
Compensation of key management personnel
T.Shivaraman (upto 19th September 2022) 119.61 60.40
M.Amjad Shariff(upto 19th September 2022) 79.68 60.15
N K Suryanarayanan (Effective from 24th September 2022) 43.40 -
(v) 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
(vi) Joint Operations
(a) Larsen & Toubro Limited Shriram EPC JV
Company’s share in profit of Integrated Joint Ventures - 1.48
Company’s share in Loss of Integrated Joint Ventures 10.36 -
Funds Received - 390.77
(b) Shriram EPC Eurotech Environmental Pvt Ltd - JV
Progressive Billings/ Revenue 121.00 698.18
Expenses reimbursed by the party - 4.51
(c) SEPC DRS ITPL JV
Progressive Billings/ Revenue 102.00 1.99
(d) Mokul Shriram EPC JV
Progressive Billings/ Revenue - 8,624.17
Cost incurred for Materials and Labour - 8,624.17
(C) Amount due (to)/from related party as on:

(i) Particulars 2022-23 2021-22

Advances / (Borrowings):
MARK AB Capital Investment India Private Limited (Effective from 24th
(900.00) 0.00
September 2022)
Leitwind Shriram Manufacturing Private Limited (Net of Provision for Expected
0.00 477.77
Credit Loss of ` 9,141.70 Lakhs (March 31, 2022: ` 9,141.70 Lakhs)
Receivables /(Payables):
Shriram EPC FZE, Sharjah 1,534.82 2,234.82
Amrit Enviornmental Technologies P Ltd 1,966.38 1,966.38
Larsen & Toubro Limited Shriram EPC JV (0.90) (0.90)
Mokul Shriram EPC JV 1,669.28 1,669.28

Annual Report 2022-23 145

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
49 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

As at March 31, 2023 As at March 31, 2022

Within twelve After twelve Total Within twelve After twelve Total
months months months months
Trade Receivables - Note 16 24,241.10 - 24,241.10 28,057.27 - 28,057.27
Other Current Financial Assets - Note 19 123.37 - 123.37 889.02 - 889.02
(B) Current liabilities expected to be settled within twelve months and after twelve months from the reporting date

As at March 31, 2023 As at March 31, 2022

Within twelve After twelve Total Within twelve After twelve Total
months months months months
Acceptances - Note 29 9,605.31 - 9,605.31 323.42 - 323.42
Trade and Other Payables - Note 29 14,822.55 - 14,822.55 15,549.73 - 15,549.73
Other Current Financial Liabilities -
1,621.56 - 1,621.56 1,885.00 - 1,885.00
Note 30
50 Segment reporting
The Chief Operating Decision Maker (CODM) reviews the operations of the Company for the year ended March 31, 2023 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-23 31-Mar-22

Rest of the World
Revenue - 8,624.16
Assets 2,354.00 3,053.99
India
Revenue 37,884.66 21,653.00
Assets 1,83,762.22 2,01,710.96
Capital Expenditure 13.91 14.97
51 Expenditure in Foreign Currency

Particulars 31-Mar-23 31-Mar-22

Professsional & Consultancy Fees 19.29 4.85
Material Consumed in Execution of Engineering Contracts - 201.72
Erection ,Construction & Operation Exp 32.02 59.00
Travelling & Conveyance 4.68 3.74
Salaries and wages - 67.95
Others 12.38 154.84
Total 68.37 492.10

146 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(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-23

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 through Other value
cost amortised comprehensive
cost income
Assets
Financial Assets Measured at Fair
Value
Investments 9 - - - 40.93 40.93 40.93 - - 40.93
-
Financial Assets not Measured at
-
Fair Value*
Investments 9 24.26 - - 24.26 - - - -
Loans 10 697.48 - - 697.48 - - - -
Trade Receivables 11 &16 42,447.33 - - 42,447.33 - - - -
Cash and Cash Equivalents 17 3,285.33 - - 3,285.33 - - - -
Other Bank balances 18 1,730.33 - - 1,730.33 - - - -
Other financial assets 12 &19 1,153.87 - - 1,153.87 - - - -
Total 49,338.60 - - 40.93 49,379.53 40.93 - - 40.93

Liabilities
Financial Liabilities not Measured
at Fair Value*
Non Current Borrowings 24 - - 26,616.64 26,616.64 - - - -
Current Borrowings 28 - - 13,966.58 13,966.58 - - - -
Trade payables 29 - - 24,427.86 24,427.86 - - - -
25 &
Other financial liabilities - - 5,645.82 5,645.82 - - - -
30
Total - - 70,656.90 70,656.90 - - - -

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 through Other value
cost amortised comprehensive
cost income
Assets
Financial Assets Measured at Fair
Value
Investments 9 - - - 52.72 52.72 52.72 - - 52.72
-

Annual Report 2022-23 147

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
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 through Other value
cost amortised comprehensive
cost income
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 &16 46,825.77 - - 46,825.77 - - - -
Cash and Cash Equivalents 17 548.27 - - 548.27 - - - -
Other Bank balances 18 2,387.49 - - 2,387.49 - - - -
12 &
Other financial assets 1,970.81 - - 1,970.81 - - - -
19
Total 59,887.95 - - 52.72 59,940.67 - - 24.26 24.26

Liabilities
Financial Liabilities not measured
at fair value*
Non Current Borrowings 24 - - 15,364.47 15,364.47 - - - -
Current Borrowings 28 - - 82,462.97 82,462.97 - - - -
Trade payables 29 - - 15,873.15 15,873.15 - - - -
25 &
Other financial liabilities - - 6,350.38 1,885.00 - - - -
30
Total - - 1,20,050.97 1,20,050.97 - - - -

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

148 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
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, 2023 - Nil (March 31,
2022- Nil)
b) Foreign Currency exposure

Particulars 31-Mar-23
Currency Amount in Foreign In ` lakhs
Currency (In Lakhs)
Bank Balances IQD 2.43 0.13
Trade Payables (including Payables on purchase of fixed assets) EURO 5.74 513.39
Trade and Other Receivables USD 22.18 1,822.12

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 (including Payables on purchase of fixed assets) USD 1.11 84.44
EUR 37.17 3,130.82
Trade and Other Receivables USD 31.62 2,396.93
Foreign currency sensitivity analysis:
Movement in the functional currencies of the various operations of the Company against major foreign currencies may
impact the Company’s revenues from its operations. Any weakening of the functional currency may impact the Company’s
import payments and cost of borrowings.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate
exposure of a currency and a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%,
which represents Management’s assessment of the reasonably possible change in foreign exchange rates.
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments. The following table details the Company’s sensitivity movement in the increase / decrease in foreign currencies
exposures (net):
USD Impact
Particulars March 31, 2023
Profit or Loss 0.61
Equity 0.61
IQD Impact
Particulars March 31, 2023
Profit or Loss 0.04
Equity 0.04
EUR Impact
Particulars March 31, 2023
Profit or Loss 0.74
Equity 0.74

Annual Report 2022-23 149

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
(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 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:
31-Mar-23

Particulars Estimated Provision/ Carrying

Gross Carrying Expected Credit amount net of
Amount at Loss impairment
default provision
Trade receivables 33,606.04 (9,364.94) 24,241.10
Contract Assets 78,215.17 (4,968.58) 73,246.59
Advances to Suppliers 7,395.55 (1,640.30) 5,755.25
31-Mar-22

Particulars Estimated Provision/ Carrying

Gross Carrying Expected Credit amount net of
Amount at Loss impairment
default provision
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

150 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
Reconciliation of Provision and Expected Credit Loss

Particulars Trade Contact Asset Advances to

receivables suppliers
Provision and Expected Credit Loss on March 31, 2022 9,075.87 3,321.01 1,640.30
Written Off 0.00 (3,321.01) -
Allowance for Doubtful Debts 289.07 4,968.59 -
Provision and Expected Credit Loss on March 31, 2023 9,364.94 4,968.59 1,640.30
(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.
The table below summarizes the maturity profile of the Company’s financial liabilities:

31-Mar-23 Within 12 More than 12 Total

months months
Short term borrowings 13,966.58 - 13,966.58
Long-term borrowings - 26,616.64 26,616.64
Trade payables 17,100.54 7,327.32 24,427.86
Other financial liability 1,621.56 4,024.26 5,645.82
32,688.68 37,968.22 70,656.90

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 1,885.00 4,465.38 6,350.38
95,061.57 24,989.40 1,20,050.97
54 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.

Annual Report 2022-23 151

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

31-Mar-23 31-Mar-22

Total equity (i) 1,08,404.21 74,604.62

Total debt (ii) 40,583.22 97,827.44
Cash and Cash Equivalents (iii) 3,285.33 548.27
Net Debt (iv) = (ii) - (iii) 37,297.89 97,279.17
Total Capital (v) = (i) + (iv) 1,45,702.11 1,71,883.80
Net Debt to Capital ratio (iv)/ (v) 0.26 0.57
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2023
and 31 March 2022.
55 Disclosures pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets”
Movement in Provisions:

Particulars Provision for Expected Credit Provision for

Losses Advances
Current Non-Current Current
Opening Balance as on April 01, 2022 12,396.88 13,900.14 1,640.30
Add: Additional Provision during the year 1,873.30 433.12 -
Less: Movement on Account of Transfer of advances to Group
- -
Companies
Closing Balance as on March 31, 2023 14,270.18 14,333.26 1,640.30
56 Assets under charge for borrowings
The carrying amounts of assets under charge for current and non-current borrowings are:

31-Mar-23 31-Mar-22

Current assets
Trade receivables 24,241.10 28,057.27
Contract Assets 73,246.59 79,708.74
Cash and cash equivalents 3,285.33 548.27
Other bank balances 1,730.33 2,387.49
Other current assets 10,642.13 11,698.56
Assets classified as held for sale - 596.06
Total Current assets under charge 113,268.85 123,885.41
Non-Current assets 72,847.37 80,879.54
Total Asset 186,116.22 204,764.95
“Sanctioned limit with various Banks for various facilities has been Secured by First Paripassu charge on Pooled
Assets ie., all movable (both fixed, current and non-current) Immovable assets of the company and Corporate
Guarantee of MARK AB LLC Dubai, Mark AB Capital Investments India Private Limited ,SVL Ltd and SVL Trust.
However, the Corporate Guarantees of SVL ltd and SVL Trust shall be released after 18 months from the date of
RP , if there is no default for a consecutive period of 12 months as defined in RBI Circular dated 7th June 2019.
The quarterly statements filed by the Company with the banks and financial institutions are in agreement with the books of
accounts”

152 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

57 Commitments
As at As at
31 March 2023 31 March 2022
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 2023 31 March 2022
a) Claims against the Company not acknowledged as debts* 10,188.40 15,835.06
b) C
 entral 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
3,166.00 9,669.88
provided for*
d) Bank Guarantees given to Customers for performance and advances # 33,636.06 32,002.18
*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.
#In respect of matters at (d), the cash outflows, if any, could generally occur up to two years, being the period over which the
validity of the guarantees extends.
59 Ratios as per the Schedule III requirements

Particulars 31st March 2023 31st March 2022 Ratio as on

Numerator Denominator Numerator Denominator Numerator Denominator 31st 31st Variance Reason
March March
2023 2022
Consequent to
implementation of RP, a
part of the debt has been
Current Current
Current Ratio 1,13,268.85 44,261.00 1,23,885.41 1,07,385.14 2.56 1.15 122% prepaid/converted into
Assets Liabilities
NCD,CCD,contributing
to reduction in current
liability.
Consequent to
implementation of RP, a
part of the debt has been
prepaid/converted into
Debt Equity
Debt Total Equity 40,583.22 1,08,404.21 97,827.44 74,604.62 0.37 1.31 -71% NCD,CCD, and infusion
Ratio
of Rs. 35,000 lakhs fresh
equity contributed for the
improvement in the Debt
equity ratio
Improved operations in the
current year and infusion
Return on
of fresh equity of Rs.
equity/ PAT Total equity (1,132.24) 1,08,404.21 (24,901.02) 74,604.62 (0.01) (0.33) -97%
35,000 lakhs, consequent
investment
to implantation of RP,
improved ROI
Inventory
Average
Turnover COGS 31,852.15 31,852.15 25,114.70 26,789.22 1.00 0.94 7%
stock*
Ratio

Annual Report 2022-23 153

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
Particulars 31st March 2023 31st March 2022 Ratio as on
Numerator Denominator Numerator Denominator Numerator Denominator 31st 31st Variance Reason
March March
2023 2022
Improved turnover
Trade
and reduction in
Receivables Net credit
Debtors 42,447.33 37,884.66 46,825.77 30,278.64 1.12 1.55 -28% debtors contributed for
turnover sales#
improvement in receivable
ratio
turnover ratio
Trade
payables Net credit
Creditors 24,427.86 31,852.15 15,873.15 24,866.50 0.77 0.64 20%
turnover purchases*
ratio
Net capital Revenue
turnover from Total equity 37,884.66 1,08,404.21 30,278.64 74,604.62 0.35 0.41 -14%
ratio operations
Increase in revenue and
reduction in finance
Net profit cost consequent to
PBT Net sales # 1,889.71 37,884.66 -20,623.02 30,278.64 0.05 (0.68) -107%
ratio implementation of RP
contributed for overall
improvement in the ratio
EBIT Total Assets
Return on
(PBT + - Deferred
Capital (5,886.56) 1,01,531.67 (2,693.37) 54,034.31 (0.06) (0.05) 16%
Finance tax - Current
employed
cost) Liabilitites

*Represents erection, construction expenses

# Represents total revenue from operations
60 There are no transactions with vendors under the Micro, Small and Medium Enterprises Development Act, 2006, this has
been determined on the basis of information available with the Company
61 “The Company (SEPC) and Twarit Consultancy Services Private Limited (TCPL) were the Respondents in respect of an
International Arbitration before The Singapore International Arbitration Centre (SIAC) filed by GPE (INDIA) Ltd, GPE JV1Ltd,
Gaja Trustee Company Private Ltd (the Claimants) in connection with the investments made by the claimants in an associate
company of the Company. SIAC vide its award dated January 07, 2021 awarded damages jointly and severally on the
Respondents to the tune of Rs.19,854.10 lakhs and a sum of SGD 372,754.79 towards Arbitration expenses. These are to be
paid along with simple interest @ 7.25% pa from July 21, 2017 until the date of payment.
The Respondents preferred an appeal before the High Court of Republic of Singapore against the award of SIAC and the
same is held in favour of the claimants. Recognition and Enforcement petition was filed by the claimants before Madras High
Court which recognised the foreign award subject to obtaining of prior approval from the RBI. Aggrieved by this the claimants
have moved the Supreme Court for certain directions which is pending.
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 liability arising out of any Suits, Proceedings, Disputes,
Damages payable by the Company on any defaults arising out of the above.
62 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, which has allowed the claims and directed ECGC
to pay a sum of Rs. 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.

154 Annual Report 2022-23

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
63 The Company has incurred net loss during the year ended March 31, 2023 amounting to Rs. 1,132.24 Lakhs and as of
that date accumulated losses is aggregating to Rs. 2,15,649.26 Lakhs. Resolution Plan submitted in accordance with the
requirement set out in the circular issued by the Reserve Bank of India No RBI/20119/203DBR.No>BP.BC.45/21.04.048./2018-
19 dated June 07, 2019 has been approved and implemented by Company and Lenders on September 30, 2022. Considering
the positive developments of implementing the resolution plan, infusion of equity by the investor, completion of Rights
issue post year-end and the change in management, additional funding by Investor for working capital together with plans
to meet financial obligations in future out of the cash flows from execution of the pipeline of orders in hand, business
plans,sanctioned non-fund based facilities etc,the financial statements are prepared on a going concern basis.
64 “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.”
65 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act,
1956,
The Company does not have transactions with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956 , during the year
66 Utilisation of Borrowed funds and Securities Premium:
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
ii) The Company has not received any fund 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:
a) 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
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries”
67 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.
68 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.
69 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.)
70 Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

Annual Report 2022-23 155

Notes forming part of the Financial Statements for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
71 Registration of charges or satisfaction with Registrar of Companies (ROC)
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.”
72 During March 2023,the Company has obtained Services Investment License to incorporate a 100% subsidiary namely - SEPC
Arabia Limited Company, in Saudi Arabia for the purpose of exploiting the market potential in the kingdom of Saudi Arabia
as well as strengthen the presence in Gulf Cooperation Council region (GCC) using Company’s qualifications and promoter
MARK AB experience in that region.
73 Subsequent events
Pursuant to the approval of the Board of Directors of the Company at its Meeting held on December 27, 2022 final Letter of
Offer (LOF) was filed with the Stock Exchanges on March 23, 2023 for Issue of 4,99,00,000 Equity Shares under Rights Issue
for an amount aggregating to Rs.4,999 Lakhs. The Rights Issue opened for subscription on April 10, 2023 and closed on April
24, 2023. The Rights Issue Committee, at its Meeting held on May 02, 2023 allotted 4,99,00,000 Rights Equity Shares to the
eligible Shareholders.
74 
The Board, duly taking into account all the relevant disclosures made has approved these financial statements in its meeting
held on May 25, 2023.
75 
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 and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102

156 Annual Report 2022-23

 CONSOLIDATED
FINANCIAL
STATEMENTS

Annual Report 2022-23 157

INDEPENDENT AUDITOR’S REPORT

To the Members of SEPC Limited of provisions amounting to Rs. 82.99 Lakhs) relating to
dues on projects which are not progressing on account
Report on the Audit of the Consolidated Financial Statements
of statutory delays faced by the customer. In the absence
Qualified Opinion of positive development in this matter till date, there is
uncertainty on the amount that would be recoverable
We have audited the accompanying consolidated financial
by the Company. Further, we do not have sufficient
statements of SEPC Limited (hereinafter referred to as the
appropriate audit evidence to corroborate management’s
“Holding Company”) and its subsidiary (Holding Company
assessment of recoverability of the said amounts.
and its subsidiary together referred to as “the Group”), which
Accordingly, we are unable to comment on the carrying
comprise the Consolidated Balance Sheet as at March 31,
value of above-mentioned Contract Asset (Non-Current)
2023, and the Consolidated Statement of Profit and Loss
and Trade Receivables (Non-Current) and the impact if
(including Other Comprehensive Income), the Consolidated
any, on account of non-provisioning of the said balances
Statement of Changes in Equity and the Consolidated
on the consolidated financial statements. (Refer to
Statement of Cash Flows for the year then ended, and notes to
Note 8.1 and Note 11.1 of the Consolidated Financial
the Consolidated Financial Statements, including a summary
Statements)
of significant accounting policies and other explanatory
information (hereinafter referred to as “the consolidated These matters were also qualified in our report on the
financial statements”). consolidated Ind AS financial statements for the year ended
March 31, 2022.
In our opinion and to the best of our information and according
to the explanations given to us, and based on consideration of We conducted our audit in accordance with the Standards
report of other auditor on separate financial statements and on on Auditing (SAs) specified under section 143(10) of
the other financial information of the subsidiary, except for the the Act. Our responsibilities under those SAs are further
possible effects of the matter described in Basis for Qualified described in the Auditor’s Responsibilities for the Audit of the
Opinion section of our report, the aforesaid consolidated Consolidated Financial Statements section of our report. We
financial statements give the information required by the are independent of the Group in accordance with the ethical
Companies Act, 2013 (“the Act”) in the manner so required requirements that are relevant to our audit of the consolidated
and give a true and fair view in conformity with the Indian financial statements in terms of the Code of Ethics issued
Accounting Standards prescribed under section 133 of the Act by the Institute of Chartered Accountant of India (“ICAI”)
read with Companies (Indian Accounting Standards) Rules, and the relevant provisions of the Act and we have fulfilled
2015 (“Ind AS”) and other accounting principles generally our other ethical responsibilities in accordance with these
accepted in India, of their consolidated state of affairs of the requirements. We believe that the audit evidence we have
Group, as at March 31, 2023, consolidated loss and other obtained and on consideration of audit report of other auditor
comprehensive income, consolidated changes in equity and referred to in paragraph (a) of the “Other Matters” section
its consolidated cash flows for the year then ended. below, is sufficient and appropriate to provide a basis for our
qualified opinion.
Basis for Qualified Opinion
Emphasis of Matter
1. The carrying value of Deferred Tax Asset (DTA) include
an amount of Rs. 33,289.92 Lakhs (March 31, 2022: We draw attention to the following matters in the Notes to the
Rs. 39,645 Lakhs) which is recognized on unabsorbed consolidated financial statements:
business losses. Due to unavailability of sufficient a) Note 42.1(i) of the consolidated financial statements,
appropriate audit evidence to corroborate management’s which describes the implementation of Resolution
assessment that sufficient taxable profits will be Plan entered into with the lenders dated June 22, 2022,
available in the future against which such unabsorbed wherein interest waiver, and the difference between the
business losses can be utilised as required by Ind AS 12 carrying amounts of the facilities before restructuring and
on Income taxes, we are unable to ascertain the extent to the fair values of the new facilities has been recognised
which the deferred tax asset can be utilized. (Refer Note as income and disclosed under Exceptional items in the
43B of the consolidated financial statements). statement of profit and loss in accordance with INDAS
2. 
Contract Assets (Non-Current) include Rs. 7,351.90 109 - Financial Instruments.
Lakhs (Net of provisions amounting to Rs. 926.98 b) Note 42.1(ii) to the consolidated financial statements,
Lakhs) (March 31, 2022: Rs. 3,956.02 Lakhs) and Trade which states that the management written off an
Receivables (Non-Current) include Rs. 575.21 Lakhs (Net amount of Rs. 5,819.69 Lakhs towards amounts due on

158 Annual Report 2022-23

 account of work performed on a contract entered into Provision for Expected credit loss
with a customers which was subsequently wrongfully
Refer to Note 8,10,11,12,15,16 & 20 in the consolidated Ind AS
terminated before the completion of the contract due
Financial statements
to certain issues at the contract site. Legal disputes /
arbitration proceedings have been initiated during the Contract Assets are accounted based on the contractual
period in respect of projects with the customers. terms and management’s assessment of recoverability from
customers. The recoverability of the same is mainly based
Our opinion is not modified in respect of these matters.
on certification of the work done as certified by the engineer/
Information Other than the Consolidated Financial Statements expert of the customers as per the specific requirements of
and Auditor’s Report Thereon the contracts.

The Holding Company’s Board of Directors is responsible Expected credit losses are measured based on the present
for the other information. The other information comprises value of cash shortfalls over the remaining expected lives
the information included in the Annual Report, Management of the trade receivables and contract assets. The Group
Report, Management Discussion and Analysis, Chairman’s estimates and recognises allowance for expected credit
Statement, Director’s Report including Annexures to Director’s losses on these trade receivables and contract assets which
Report, Corporate Governance and Shareholder’s information, involves consideration of ageing status, historical payment
Business Responsibility and Sustainability Reporting etc but records, the likelihood of collection based on the terms of the
does not include the consolidated financial statements and contract and the credit information of its customers.
our auditor’s report thereon. We have identified provisioning for expected credit loss as a
Our opinion on the consolidated financial statements does not key audit matter as the calculation of expected credit loss is
cover the other information and we do not express any form of a complex area and requires management to make significant
assurance conclusion thereon. assumptions and estimations on customer payment trends
and behaviour in order to determine the amounts and timing
In connection with our audit of the consolidated financial
of expected future cash flows.
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information How the Key Audit Matter was addressed in our audit:
is materially inconsistent with the consolidated financial Our audit procedures in respect of this area included:
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the 1. 
Obtained an understanding of the group’s process
work we have performed, we conclude that there is a material relating to allowance for credit loss and assessed the
misstatement of this other information, we are required to management’s estimate and related policies used in the
report that fact. The other information included in the Annual credit loss analysis.
Report, Management Report, Management Discussion and 2. Verified design, implementation and operating
Analysis, Chairman’s Statement, Director’s Report including effectiveness of controls over development of the
Annexures to Director’s Report, Corporate Governance and methodology for the computation of provision for
Shareholder’s information, Business Responsibility and expected credit losses including completeness and
Sustainability Reporting etc, have not been adjusted for the accuracy of information used in such estimation and
impacts as described in the Basis for Qualified section above. computation.
Accordingly, we are unable to conclude whether or not the
other information is materially misstated with respect to this 3. Examined, on a test check basis, the objective evidence
matter. relating to the impairment of trade receivables and
Contract Assets and the key assumptions used in the
Key Audit Matters estimate of the present value of all cash flows.
Key audit matters are those matters that, in our professional 4. Reviewed the appropriateness of management’s ageing
judgment, were of most significance in our audit of the analysis based on days past due by examining the
consolidated financial statements for the year ended March original documents (such as invoices and bank deposit
31, 2023. These matters were addressed in the context of our advice).
audit of the consolidated financial statements as a whole,
5. Recalculated the ECL for each type of trade receivables
and in forming our opinion thereon, and we do not provide a
and Contract Assets according to the provision matrix to
separate opinion on these matters. In addition to the matters
test the arithmetical accuracy.
described in the Basis for Qualified Opinion section we have
determined the matters described below to be the key audit 6. 
Assessed the adequacy and appropriateness of the
matters to be communicated in our report. disclosures in the financial statements with respect

Annual Report 2022-23 159

 to expected credit losses in accordance with the the aggregate, they could reasonably be expected to influence
requirements of applicable Indian Accounting Standards the economic decisions of users taken on the basis of these
consolidated financial statements.
Responsibilities of Management and Those Charged with
Governance for the Consolidated Financial Statements We give in “Annexure A” a detailed description of Auditor’s
responsibilities for Audit of the Consolidated Financial
The Holding Company’s Board of Directors and management
Statements.
are responsible for the preparation and presentation of these
consolidated financial statements in term of the requirements Other Matters
of the Act that give a true and fair view of the consolidated a. We did not audit the financial statements of one
financial position, consolidated financial performance, subsidiary, whose financial statements reflect total
consolidated changes in equity and consolidated cash flows assets of Rs. 15,623.16 Lakhs as at March 31, 2023,
of the Group in accordance with the accounting principles total revenues of Rs. 793.85 Lakhs and net cash flows
generally accepted in India, including the Accounting amounting to Rs. 15.13 Lakhs for the year ended on
Standards (“Ind AS”) specified under section 133 of the Act. that date, as considered in the consolidated financial
The respective Board of Directors of the companies included statements. The financial statements have been audited
in the Group are responsible for maintenance of adequate by other auditor whose report have been furnished to us
accounting records in accordance with the provisions of the by the Management and our opinion on the consolidated
Act for safeguarding the assets of the Group and for preventing financial statements, in so far as it relates to the amounts
and detecting frauds and other irregularities; the selection and disclosures included in respect of this subsidiary and
and application of appropriate accounting policies; making our report in terms of sub-section (3) of Section 143 of
judgments and estimates that are reasonable and prudent; the Act, in so far as it relates to the aforesaid subsidiary,
and the design, implementation and maintenance of adequate is based solely on the reports of the other auditor.
internal financial controls, that were operating effectively
The subsidiary is located outside India whose financial
for ensuring accuracy and completeness of the accounting
statements have been prepared in accordance with
records, relevant to the preparation and presentation of the
accounting principles generally accepted in its country and
financial statements that give a true and fair view and are free
which have been audited by other auditor under generally
from material misstatement, whether due to fraud or error,
accepted auditing standards applicable in its country.
which have been used for the purpose of preparation of the
The Holding Company’s management has converted the
consolidated financial statements by the Directors of the
financial statements of the subsidiary located outside
Holding Company, as aforesaid.
India from accounting principles generally accepted in
In preparing the consolidated financial statements, the its country to accounting principles generally accepted
respective Board of Directors of the companies included in the in India. We have audited these conversion adjustments
Group are responsible for assessing the ability of the Group to made by the Holding Company’s management. Our
continue as a going concern, disclosing, as applicable, matters opinion in so far as it relates to the balances and affairs
related to going concern and using the going concern basis of the subsidiary located outside India is based on the
of accounting unless the Board of Directors either intends to report of other auditor and the conversion adjustments
liquidate the Group or to cease operations, or has no realistic prepared by the management of the Holding Company
alternative but to do so. and audited by us.

The respective Board of Directors of the companies included Our opinion on the consolidated financial statements, and
in the Group are responsible for overseeing the financial our report on Other Legal and Regulatory Requirements
reporting process of the Group. below, is not modified in respect of the above matters with
respect to our reliance on the work done and the reports of
Auditor’s Responsibilities for the Audit of the Consolidated the other auditor and the financial statements certified by the
Financial Statements Management.
Our objectives are to obtain reasonable assurance about Report on Other Legal and Regulatory Requirements
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or 1. As required by Section 143(3) of the Act, we report, to the
extent applicable, that:
error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is a. We have sought and except, for the possible effect of the
not a guarantee that an audit conducted in accordance with matter described in the Basis for Qualified Opinion above,
Standards of Auditing (“SAs”) will always detect a material obtained all the information and explanations which to
misstatement when it exists. Misstatements can arise from the best of our knowledge and belief were necessary for
fraud or error and are considered material if, individually or in the purposes of our audit.

160 Annual Report 2022-23

b. Except for the effects of the matter described in the Fund by the Holding Company, and its subsidiary
Basis for Qualified Opinion section above, in our opinion, company.
proper books of account as required by law relating to
iv. 1) The respective Managements of the Holding
preparation of the aforesaid consolidated financial
Company whose financial statements have
statements have been kept so far as it appears from our
been audited under the Act have represented
examination of those books and the reports of the other
to us and the other auditors of such subsidiary
auditors.
that, to the best of their knowledge and belief
c. 
The Consolidated Balance Sheet, the Consolidated as disclosed in note no 65 to the consolidated
Statement of Profit and Loss (including other financial statements , no funds have been
comprehensive income), the Consolidated Statement advanced or loaned or invested (either from
of Changes in Equity and the Consolidated Statement of borrowed funds or share premium or any
Cash Flow dealt with by this Report are in agreement with other sources or kind of funds) by the Holding
the relevant books of account maintained for the purpose Company or any of such subsidiary to or in any
of preparation of the consolidated financial statements. other person or entity, including foreign entities
with the understanding, whether recorded
d. Except for the effects of the matter described in Basis
in writing or otherwise, as on the date of this
for Qualified Opinion section above, in our opinion, the
audit report, that such parties shall, directly
aforesaid consolidated financial statements comply with
or indirectly lend or invest in other persons or
the Accounting Standards specified under Section 133 of
entities identified in any manner whatsoever by
the Act.
or on behalf of the Holding Company or any of
e. On the basis of the written representations received from such subsidiary (“Ultimate Beneficiaries”) or
the directors of the Holding Company as on March 31, provide any guarantee, security or the like on
2023 taken on record by the Board of Directors of the behalf of the Ultimate Beneficiaries.
Holding Company ,none of the directors of the Group
2) The respective Managements of the Holding
companies are disqualified as on March 31, 2023 from
Company whose financial statements have
being appointed as a director in terms of Section 164 (2)
been audited under the Act have represented
of the Act.
to us and the other auditors of such subsidiary
f. The qualification relating to the maintenance of accounts respectively that, to the best of their knowledge
and other matters connected therewith are as stated in and belief as disclosed in note no 65 to the
the Basis for Qualified Opinion paragraph above. consolidated financial statements, no funds
have been received by the Holding Company
g. With respect to the adequacy of internal financial controls
or any of such subsidiary from any person
with reference to consolidated financial statements
or entity, including foreign entities with the
of the Group and the operating effectiveness of such
understanding, whether recorded in writing or
controls, refer to our separate report in “Annexure B”.
otherwise, as on the date of this audit report,
h. 
With respect to the other matters to be included in that the Holding Company or any of such
the Auditor’s Report in accordance with Rule 11 of the subsidiary shall, directly or indirectly, lend or
Companies (Audit and Auditor’s) Rules, 2014, in our invest in other persons or entities identified
opinion and to the best of our information and according in any manner whatsoever by or on behalf of
to the explanations given to us: the Funding Party (“Ultimate Beneficiaries”) or
i. The consolidated financial statements disclose the provide any guarantee, security or the like on
impact of pending litigations on the consolidated behalf of the Ultimate Beneficiaries.
financial position of the Group– Refer Note 58 to the 3) Based on the audit procedures that have been
consolidated financial statements. considered reasonable and appropriate in
ii. 
Except for the possible effect of the matters the circumstances performed by us and that
described in the basis of qualified opinion paragraph performed by the auditors of the subsidiary
above, the group has made provision, as required which are companies incorporated in India
under the applicable law or accounting standards, whose financial statements have been
for material foreseeable losses, if any, on long term audited under the Act, and according to the
contracts including derivative contracts. information and explanations provided to us
by the Management of the Holding company in
iii. There were no amounts which were required to be this regard nothing has come to our or other
transferred to the Investor Education and Protection auditors’ notice that has caused us or the other

Annual Report 2022-23 161

 auditors to believe that the representations reproduced as per the requirements of the Guidance
under sub-clause (i) and (ii) of Rule 11(e) as Note on CARO
provided under (1) and (2) above, contain any Clause
material mis-statement. Type of number of
Name Company the CARO
Sr.
v. The group has neither declared nor paid any dividend of the CIN (Holding / Report
No
Company Subsidiary/ which is
during the year. Associate) qualified or
Adverse
vi. As proviso to rule 3(1) of the Companies (Accounts)
SEPC Holding
Rules, 2014 is applicable for the Holding Company 1
Limited
L74210TN2000PLC045167
Company
ix (a)
incorporated in India only w.e.f. April 1, 2023,
reporting under this clause is not applicable.
For M S K A & Associates
2. In our opinion, according to information, explanations
Chartered Accountants
given to us, the remuneration paid by the Group to its
ICAI Firm Registration No. 105047W
directors is within the limits laid prescribed under Section
197 of the Act and the rules thereunder.
3. According to the information and explanations given to Geetha Jeyakumar
us, Holding Company incorporated in India, have certain Partner
remarks included in their reports under the Companies Place: Chennai Membership No. 029409
(Auditor’s Report) Order 2020 (CARO) which have been Date: May 25, 2023 UDIN: 23029409BGTMVK3304

162 Annual Report 2022-23

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON EVEN DATE ON THE
CONSOLIDATED FINANCIAL STATEMENTS OF SEPC LIMITED
Auditor’s Responsibilities for the Audit of the Consolidated activities within the Group to express an opinion on the
Financial Statements consolidated financial statements. We are responsible
for the direction, supervision and performance of the
As part of an audit in accordance with SAs, we exercise
audit of the financial statements of such entities included
professional judgment and maintain professional skepticism
in the consolidated financial statements of which we are
throughout the audit. We also:
the independent auditors. For the other entities included
• Identify and assess the risks of material misstatement in the consolidated financial statements, which have
of the consolidated financial statements, whether due been audited by other auditors, such other auditors
to fraud or error, design and perform audit procedures remain responsible for the direction, supervision and
responsive to those risks, and obtain audit evidence that performance of the audits carried out by them. We
is sufficient and appropriate to provide a basis for our remain solely responsible for our audit opinion.
opinion. The risk of not detecting a material misstatement
We communicate with those charged with governance of
resulting from fraud is higher than for one resulting from
the Holding Company and such other entities included in
error, as fraud may involve collusion, forgery, intentional
the consolidated financial statements of which we are the
omissions, misrepresentations, or the override of internal
independent auditors regarding, among other matters, the
control.
planned scope and timing of the audit and significant audit
• Obtain an understanding of internal control relevant to findings, including any significant deficiencies in internal
the audit in order to design audit procedures that are control that we identify during our audit.
appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing our We also provide those charged with governance with a
opinion on whether the Company has adequate internal statement that we have complied with relevant ethical
financial controls with reference to consolidated financial requirements regarding independence, and to communicate
statements in place and the operating effectiveness of with them all relationships and other matters that may
such controls. reasonably be thought to bear on our independence, and
where applicable, related safeguards.
• 
Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates From the matters communicated with those charged with
and related disclosures made by management. governance, we determine those matters that were of most
significance in the audit of the consolidated financial statement
• Conclude on the appropriateness of management’s use for the year ended March 31, 2023 and are therefore the key
of the going concern basis of accounting and, based audit matters. We describe these matters in our auditor’s
on the audit evidence obtained, whether a material report unless law or regulation precludes public disclosure
uncertainty exists related to events or conditions that about the matter or when, in extremely rare circumstances,
may cast significant doubt on the ability of the Group we determine that a matter should not be communicated in
to continue as a going concern. If we conclude that our report because the adverse consequences of doing so
a material uncertainty exists, we are required to draw would reasonably be expected to outweigh the public interest
attention in our auditor’s report to the related disclosures benefits of such communication.
in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events
or conditions may cause the Group to cease to continue
as a going concern. For M S K A & Associates
Chartered Accountants
• Evaluate the overall presentation, structure and content
ICAI Firm Registration No. 105047W
of the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
Geetha Jeyakumar
events in a manner that achieves fair presentation.
Partner
• Obtain sufficient appropriate audit evidence regarding Place: Chennai Membership No. 029409
the financial information of the entities or business Date: May 25, 2023 UDIN: 23029409BGTMVK3304

Annual Report 2022-23 163

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE
CONSOLIDATED FINANCIAL STATEMENTS OF SEPC LIMITED
[Referred to in paragraph 1(g) under ‘Report on Other Legal a) 
Provisioning of expected credit loss against contract
and Regulatory Requirements’ in the Independent Auditors’ assets and receivables which are outstanding for a
Report of even date to the Members of SEPC Limited on the substantial period of time, which could potentially result
consolidated Financial Statements for the year ended March in the Company not recognizing a provision for the said
31, 2023] assets.
Report on the Internal Financial Controls under Clause (i) of b) Assessment of future taxable profits which could result
Sub-section 3 of Section 143 of the Companies Act, 2013 in recognition of excess deferred tax asset which the
(“the Act”) Company may not be able to utilize for set-off against
Qualified Opinion sufficient taxable profits..

In conjunction with our audit of the consolidated financial A ‘material weakness’ is a deficiency, or a combination
statements of the Company as of and for the year ended of deficiencies, in internal financial control with reference
March 31, 2023, we have audited the internal financial controls to consolidated financial statements, such that there is a
with reference to consolidated financial statements of SEPC reasonable possibility that a material misstatement of the
Limited (hereinafter referred to as “the Holding Company”) Company's annual or interim financial statements will not be
and its subsidiary company (the Holding Company and its prevented or detected on a timely basis.
subsidiary together referred to as “the Group”), as of that date. Management’s Responsibility for Internal Financial Controls
In our opinion, and to the best of our information and The respective Board of Directors of the Holding Company are
according to the explanations given to us, the Holding responsible for establishing and maintaining internal financial
Company, its subsidiary Company, have in all material controls based on the internal financial control with reference
respects, maintained adequate internal financial controls with to consolidated financial statements criteria established
reference to consolidated financial statements as of March by the respective companies considering the essential
31, 2023, based on the internal financial control with reference components of internal control stated in the Guidance Note
to consolidated financial statements criteria established by These responsibilities include the design, implementation and
respective companies considering the essential components maintenance of adequate internal financial controls that were
of internal control stated in the Guidance Note on Audit of operating effectively for ensuring the orderly and efficient
Internal Financial Controls Over Financial Reporting issued by conduct of its business, including adherence to the respective
the Institute of Chartered Accountants of India (“ICAI”) and Company’s policies, the safeguarding of its assets, the
except for the possible effects of the material weaknesses prevention and detection of frauds and errors, the accuracy
described below on the achievement of the objectives of the and completeness of the accounting records, and the timely
control criteria, the internal financial controls with reference preparation of reliable financial information, as required under
to consolidated financial statements of the Holding Company the Act.
were operating effectively as of March 31, 2023.
Auditor’s Responsibility
We have considered the material weaknesses identified and
reported below in determining the nature, timing, and extent Our responsibility is to express an opinion on the internal
of audit tests applied in our audit of the March 31, 2023 financial controls with reference to consolidated financial
consolidated financial statements of the Company, and statements of the Holding Company, based on our audit. We
these material weaknesses have affected our opinion on the conducted our audit in accordance with the Guidance Note on
consolidated financial statements of the Company for the year Audit of Internal Financial Controls Over Financial Reporting
ended on that date and we have issued a qualified opinion on (the “Guidance Note”) issued by the ICAI and the Standards
the consolidated financial statements on Auditing prescribed under section 143(10) of the Act, to
the extent applicable to an audit of internal financial controls.
Basis for Qualified opinion
Those Standards and the Guidance Note require that we
According to the information and explanations given to us and comply with ethical requirements and plan and perform the
based on our audit, the following material weaknesses have audit to obtain reasonable assurance about whether adequate
been identified in the operating effectiveness of the Company’s internal financial controls with reference to consolidated
internal financial controls with reference to consolidated financial statements was established and maintained and if
financial statements as at March 31, 2023: such controls operated effectively in all material respects.

164 Annual Report 2022-23

Our audit involves performing procedures to obtain audit necessary to permit preparation of consolidated financial
evidence about the adequacy of the internal financial controls statements in accordance with generally accepted accounting
with reference to consolidated financial statements and their principles, and that receipts and expenditures of the company
operating effectiveness. Our audit of internal financial controls are being made only in accordance with authorizations of
with reference to consolidated financial statements included management and directors of the company; and (3) provide
obtaining an understanding of internal financial controls with reasonable assurance regarding prevention or timely
reference to consolidated financial statements, assessing detection of unauthorized acquisition, use, or disposition of
the risk that a material weakness exists, and testing and the Company's assets that could have a material effect on the
evaluating the design and operating effectiveness of internal consolidated financial statements.
control based on the assessed risk. The procedures selected
Inherent Limitations of Internal Financial Controls With
depend on the auditor’s judgement, including the assessment
reference to Consolidated Financial Statements
of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. Because of the inherent limitations of internal financial
controls with reference to consolidated financial statements,
We believe that the audit evidence we have obtained and the
including the possibility of collusion or improper management
audit evidence obtained by the other auditors in terms of their
override of controls, material misstatements due to error or
reports referred to in the Other Matters paragraph below, is
fraud may occur and not be detected. Also, projections of any
sufficient and appropriate to provide a basis for our qualified
evaluation of the internal financial controls with reference to
audit opinion on the internal financial controls with reference
consolidated financial statements to future periods are subject
to consolidated financial statements of the Holding Company.
to the risk that the internal financial control with reference to
Meaning of Internal Financial Controls With reference to consolidated financial statements may become inadequate
Consolidated Financial Statements because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
A Company's internal financial control with reference to
consolidated financial statements is a process designed
to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of consolidated For M S K A & Associates
financial statements for external purposes in accordance Chartered Accountants
with generally accepted accounting principles. A Company’s ICAI Firm Registration No. 105047W
internal financial control with reference to consolidated
financial statements includes those policies and procedures
that (1) pertain to the maintenance of records that, in Geetha Jeyakumar
reasonable detail, accurately and fairly reflect the transactions Partner
and dispositions of the assets of the Company; (2) provide Place: Chennai Membership No. 029409
reasonable assurance that transactions are recorded as Date: May 25, 2023 UDIN: 23029409BGTMVK3304

Annual Report 2022-23 165

Consolidated Balance Sheet as at March 31,2023
(Amount in ` lakhs, unless otherwise stated)

As at As at
Particulars Notes
31-Mar-2023 31-Mar-2022
ASSETS
Non-current assets
Property, plant and equipment 6A 3,272.98 3,842.03
Right of Use Assets 6B 322.39 233.09
Intangible assets 7 27.96 32.00
Contract assets 8 7,351.90 3,956.02
Financial assets
Investments 9 40.93 52.72
Loans 10 697.48 8,131.35
Trade Receivables 11 18,206.25 18,768.50
Other Financial Assets 12 1,041.14 1,091.57
Deferred Tax Assets (Net) 43 40,323.55 43,345.50
Income Tax Assets (Net) 14 1,549.40 1,412.42
Total Non-Current Assets 72,833.98 80,865.20

Current assets
Contract Assets 15 73,246.59 79,708.74
Financial assets
Trade receivables 16 29,206.01 37,250.48
Cash and cash equivalents 17 3,304.59 582.67
Other bank balances 18 1,730.33 2,387.49
Other Financial Assets 19 123.37 879.25
Other Current assets 20 19,737.49 20,052.12
Assets classified as held for sale 21 - 596.06
Total Current Assets 1,27,348.38 1,41,456.81
Total Assets 2,00,182.36 2,22,322.01

EQUITY AND LIABILITIES

Equity
Equity share capital 22 1,32,152.90 97,152.90
Other equity 23 (23,503.32) (23,352.89)
Non-Controlling Interest 23 159.58 146.61
Total Equity 1,08,809.16 73,946.62

Liabilities
Non-Current Liabilities
Financial liabilities
Lease Liabilities 6B 252.04 201.93

166 Annual Report 2022-23

Consolidated Balance Sheet as at March 31,2023
(Amount in ` lakhs, unless otherwise stated)

As at As at
Particulars Notes
31-Mar-2023 31-Mar-2022
Borrowings 24 26,616.64 15,364.47
Other financial liabilities 25 4,024.26 4,465.38
Provisions 26 479.77 540.50
Contract Liabilities 27 2,078.30 2,202.91
Total Non-Current Liabilities 33,451.01 22,775.19

Current liabilities
Financial liabilities
Lease Liabilities 6B 98.45 36.60
Borrowings 28 13,966.58 82,462.97
Trade payables
Total outstanding dues other than micro enterprises and small
29 37,957.02 33,968.22
enterprises
Other financial liabilities 30 1,625.07 1,875.25
Other current liabilities 31 445.95 689.94
Contract Liabilities 32 3,432.75 5,934.03
Provisions 33 396.37 633.19

Total Current Liabilities 57,922.19 1,25,600.20

Total Liabilities 91,373.20 1,48,375.39

Total Equity and Liabilities 2,00,182.36 2,22,322.01

Summary of significant accounting policies 2

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

As per our report of even date For and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102

Annual Report 2022-23 167

Consolidated Statement of Profit and Loss for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

For the year ended For the year ended

Particulars Notes
March 31, 2023 March 31, 2022
Income
Revenue from operations 34 37,884.66 32,945.65
Other income 35 2,003.15 1,113.42
Total income 39,887.81 34,059.07
Expenses

Erection, Construction & Operation Expenses 36 31,905.03 29,002.23

Changes in inventories of finished goods, stock-in-trade and work-
37 - 248.20
in-progress
Employee benefits expense 38 3,340.15 3,699.44
Finance costs 39 6,039.75 11,568.38
Depreciation and amortization expense 40 614.73 582.66
Other expenses 41 9,271.71 4,689.27
Total expenses 51,171.37 49,790.18

Loss before exceptional items and tax (11,283.56) (15,731.11)

Exceptional items- (income)/ expense 42 (13,815.13) 6,361.26
Profit /(Loss) before tax 2,531.57 (22,092.37)

Income tax expense 43

Current tax - -
Deferred tax 3,021.95 4,278.00
Total income tax expense 3,021.95 4,278.00

Loss for the year (490.38) (26,370.37)

Other Comprehensive Income
Other comprehensive income not to be reclassified to profit or loss
in subsequent periods
Re-measurement gains/ (loss) on defined benefit plans (Net of
(56.38) 15.61
Taxes)
Fair Value of Equity Instruments through OCI (Net of Taxes) (11.79) 39.01
Other comprehensive income to be reclassified to profit or loss in
- -
subsequent periods

Other Comprehensive (loss) / Income for the year (68.17) 54.62

Total Comprehensive Income/(Loss) for the year (558.55) (26,315.75)

168 Annual Report 2022-23

Consolidated Statement of Profit and Loss for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

For the year ended For the year ended

Particulars Notes
March 31, 2023 March 31, 2022
Earnings / (Loss) per share 44
Basic earnings /(loss) per share (`) (0.04) (2.71)
Diluted earnings /(loss) per share (`) (0.04) (2.71)
Face value per equity share (`) 10.00 10.00

Summary of significant accounting policies 2

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

As per our report of even date For and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102

Annual Report 2022-23 169

Consolidated Statement of changes in equity for the year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

As at 31-03-2023 As at 31-03-2022
(A) Equity share capital
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 35,00,00,000 35,000 - -
Outstanding at the End of the year 1,32,15,29,018 1,32,152.90 97,15,29,018 97,152.90
(B) Other equity

Components of Other
Foreign
Comprehensive Income
currency
Share of
Securities monetary Non
General Capital Retained reserve Equity
Particulars premium item controlling Re-measurement Total
reserve reserve earnings from an instruments
account translation interest gains/ (losses) on
associate through Other
difference defined benefit
Comprehensive
account plans (Net of Tax)
Income

Balance as at April 01, 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

Profit/ (Loss) for the year - - - (26,370.37) - (252.32) 3.88 - - (26,616.81)

Transfer - - - 4,700.99 (4,700.99) - - - - -

Other comprehensive income/

- - - - - - - 15.61 39.01 54.62
(loss)

Total other comprehensive

- - - (21,669.38) (4,700.99) (252.32) 3.88 15.61 39.01 (26,564.19)
income/ (loss) for the year

Balance as at April 01, 2022 1,91,225.43 561.93 12.92 (2,15,105.50) - (219.86) 146.61 163.68 8.51 (23,206.28)

Profit/ (Loss) for the year - - - (490.38) - 408.12 12.97 - - (69.29)

Other comprehensive income/

- - - - - - - (56.38) (11.79) (68.17)
(loss)

Total other comprehensive

- - - (490.38) - 408.12 12.97 (56.38) (11.79) (137.46)
income/ (loss) for the year

Issue of Equity shares - - - - - - - - -

Balance as at March 31, 2023 1,91,225.43 561.93 12.92 (2,15,595.88) - 188.26 159.58 107.30 (3.28) (23,343.74)

Summary of significant accounting policies 2

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

As per our report of even date For and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102
170 Annual Report 2022-23
Consolidated Statement of cash flows for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Particulars March 31,2023 March 31,2022

Cash flow from operating activities
Profit / (Loss) before tax 2,531.57 (22,092.37)
Adjustments for:
Depreciation and amortization expenses 614.73 582.66
Provision for Gratuity 76.34 124.63
Provision for Compensated Absences (158.56) 150.81
Provision for Doubtful Trade Receivable & Contract Assets 5,690.78 1,831.49
Contract assets & Bad debts written off 4,453.20 103.35
Finance cost 6,039.75 12,534.31
Interest income (312.72) (1,074.50)
Fair value gain on loan- as per IND AS 109 (613.58)
Liabilities written back (911.59) (38.92)
Loss on sale of fixed asset 336.27 99.18
Gain on debt restructuring (19,634.82)
Impairment loss allowance on contract assets and receivables 5,819.69 6,361.26

Operating Profit / (Loss) before working capital changes 3,931.08 (1,418.10)

Changes in working capital
Increase/(Decrease) in trade payables 4,459.27 4.54
Decrease in inventories - 248.20
(Increase)/Decrease in trade receivables 8,291.04 3,237.95
Decrease in loans and advances (0.00) 2,781.95
Decrease in other Current liabilities (243.98) (2,757.25)
Decrease in contract liabilities (2,625.89) (4,821.51)
Decrease in Short Term provisions (134.64) (52.91)
Decrease in Long Term provisions (137.07) (169.82)
Increase in other financial liabilities (250.18) 314.00
Decrease in other financial assets 794.34 59.53
(Increase) / Decrease in other current assets 314.62 675.43
Increase/ ( Decrease) in Contract Assets (12,173.61) (3,386.25)
Cash (used in) / from operations 2,224.98 (5,284.24)
Income tax paid (136.97) (1,915.15)
Net cash (used in) / from operating activities (A) 2,088.01 (7,199.39)

Cash flow from Investing activities

Payment for property, plant and equipment and intangible assets (13.91) (1.10)
Movement in Bank balances not considered as Cash and cash equivalents (Net) 657.16 (479.39)
Proceeds from sale/ disposal of fixed assets 292.15 4.49
Interest received 312.72 578.52
Net cash flow from investing activities (B) 1,248.11 102.52

Annual Report 2022-23 171

Consolidated Statement of cash flows for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Particulars March 31,2023 March 31,2022

Cash flow from Financing activities
Proceeds from Capital 35,000.00 -
Proceeds from Short term borrowings (net) 359.20 6,875.28
Proceeds from Long term borrowings 16,488.78 -
Repayment of Short term borrowings (48,247.99) -
Interest and Finance Charges Paid (4,156.00) -
Repayment of finance lease obligation (58.19) (36.60)
Net cash flow (used in) / from financing activities (C) (614.20) 6,838.68

Net increase in cash and cash equivalents (A+B+C) 2,721.92 (258.19)

Cash and cash equivalents at the beginning of the year 582.67 840.86
Cash and cash equivalents at the end of the year 3,304.59 582.67

Cash and cash equivalents comprise

Cash and cash equivalents as per Balance Sheet 5,034.92 2,970.16
Less: Bank balances not considered as Cash and cash equivalents as defined in
1,730.33 2,387.49
Ind-AS 7 Cash Flow Statements
3,304.59 582.67

Summary of significant accounting policies 2

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

As per our report of even date For and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102

172 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
1 General Information Affairs in exercise of the powers conferred by
section 133 of the Companies Act, 2013. In addition,
SEPC Limited (the “Company” or “SEPC”) has diverse
the guidance notes/announcements issued by the
interests across Project Engineering & Construction. The
Institute of Chartered Accountants of India (ICAI)
company provides end-to-end solutions to engineering
are also applied except where compliance with
challenges, offering multi disciplinary design, engineering,
other statutory promulgations require a different
procurement, construction and project management
treatment. These financial statements have been
services. SEPC is focused on providing turnkey solutions
approved for issue by the Board of Directors at its
for ferrous & non ferrous, cement, aluminum, copper and
meeting held on May 25, 2023
thermal power plants, 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 a
into contracts with the customers for execution of the historical cost convention on accrual basis, except
projects. The Company’s share as per such contracts is certain financial assets and liabilities measured
listed below. However, the Company as a Joint operator, at fair value (Refer Accounting Policy No. 2.15 on
recognises assets, liabilities, income and expenditure financial instruments).
held/incurred jointly with other partners in proportion to
All assets and liabilities have been classified
its interest in such joint arrangements in compliance with
as current or non-current as per the Company’s
applicable accounting standards taking into account the
operating cycle and other criteria set out in the
related rights and obligations applicable in the respective
Schedule III to the Companies Act, 2013. The
jointly controlled operations.
normal operating cycle of the entity for Construction
% of SEPC's contracts is the duration of 2 to 3 years depending
Joint operators on each contract.
Share
Larsen & Toubro limited shriram EPC JV 10% (c) Presentation of financial statements
Shriram EPC Eurotech Environment Pvt The Balance Sheet and the Statement of Profit and
100%
Ltd - JV*
Loss are prepared and presented in the format
SEPC DRS ITPL JV* 100% prescribed in the Schedule III to the Companies
Mokul Shriram EPC JV* 50% Act, 2013 (“the Act”). The statement of cash
*Unincorporated Joint Ventures flows has been prepared and presented as per
the requirements of Ind AS 7 “Statement of Cash
2 Significant accounting policies flows”. The disclosure requirements with respect
Significant accounting policies adopted by the company to items in the Balance Sheet and Statement of
are as under: Profit and Loss, as prescribed in the Schedule III
to the Act, are presented by way of notes forming
2.1 Basis of Preparation of Financial Statements part of the financial statements along with the
The financial statements have been prepared using other notes required to be disclosed under the
significant accounting policies and measurement notified Accounting Standards and the SEBI
basis summarised below. These were used (Listing Obligations and Disclosure Requirements)
throughout all periods presented in the financial Regulations, 2015.
statements Amounts in the financial statements are presented
(a) Statement of Compliance with Ind AS in Indian Rupees in Lakhs rounded off to two
decimal places as permitted by Schedule III to the
The Company’s financial statements have been
Companies Act, 2013.
prepared in accordance with the provisions of the
Companies Act, 2013 and the Indian Accounting (d) Use of estimates
Standards (“Ind AS”) notified under the Companies The preparation of financial statements in
(Indian Accounting Standards). Rules, 2015 and conformity with Ind AS requires the Management
amendments thereof issued by Ministry of Corporate to make estimate and assumptions that affect

Annual Report 2022-23 173

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
the reported amount of assets and liabilities as capitalised in accordance with the company’s
at the Balance Sheet date, reported amount of accounting policy.
revenue and expenses for the year and disclosures
Subsequent costs are included in the asset’s
of contingent liabilities as at the Balance Sheet
carrying amount or recognized as a separate asset,
date. The estimates and assumptions used in the
as appropriate, only when it is probable that future
accompanying financial statements are based economic benefits associated with the item will
upon the Management’s evaluation of the relevant flow to the Company and the cost of the item can
facts and circumstances as at the date of the be measured reliably. The carrying amount of any
financial statements. Actual results could differ component accounted for as a separate asset is
from these estimates. Estimates and underlying derecognized when replaced. All other repairs and
assumptions are reviewed on a periodic basis. maintenance are charged to Statement of Profit and
Revisions to accounting estimates include useful Loss during the year in which they are incurred.
lives of property, plant and equipment & intangible
assets, allowance for expected credit loss, future Advances paid towards the acquisition of property,
obligations in respect of retirement benefit plans, plant and equipment outstanding at each balance
sheet date is classified as capital advances under
expected cost of completion of contracts, fair value
other non-current assets and the cost of assets not
measurement, etc. Difference, if any, between the
put to use before such date are disclosed under
actual results and estimates is recognised in the
‘Capital work-in-progress’.
period in which the results are known.. Refer Note 3
for detailed discussion on estimates and judgments. Depreciation methods, estimated useful lives

(e) Interests in Joint Operations The Company depreciates property, plant and
equipment over their estimated useful lives using
When the Company has joint control of the
the straight line method. The estimated useful lives
arrangement based on contractually determined
of assets are as follows:
right to the assets and obligations for liabilities, it
recognises such interests as joint operations. Joint Property, plant and equipment Useful Life
control exists when the decisions about the relevant
Lease period or life
activities require unanimous consent of the parties Leasehold improvement* of asset whichever
sharing the control. In respect of its interests in is lower
joint operations, the Company recognises its share Buildings 30 years
in assets, liabilities, income and expenses line-
Plant & Machinery 2 to 20 years
by-line in the standalone financial statements of
the entity which is party to such joint arrangement Furniture and fixtures &
10 years
Electrical Installations
which then becomes part of the consolidated
financial statements of the Group when the Office equipment 5 to 10 years
financial statements of the Holding Company and Computers
its subsidiaries are combined for consolidation. - Servers 6 years
2.2 Property, plant and equipment (PPE) -E
 nd user devices such as
3 years
laptops, desktops
Property, plant and equipment is recognised when it
* Leasehold improvements are amortized over the lease
is probable that future economic benefits associated
period, which corresponds with the useful lives of the
with the item will flow to the company and the cost
assets.
of the item can be measured reliably. PPE are stated
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
basis are recognised at their cash values. Cost from the prescribed useful lives under Schedule II
includes professional fees related to the acquisition to the Companies Act, 2013. Management believes
of PPE and for qualifying assets, borrowing costs that such estimated useful lives are realistic and

174 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
reflect fair approximation of the period over which Items included in the financial statements are
the assets are likely to be used. measured using the currency of the primary
economic environment in which the entity operates
Depreciation on addition to property plant and
(‘the functional currency’). The financial statements
equipment is provided on pro-rata basis from the
are presented in Indian rupee (INR), which is the
date of acquisition. Depreciation on sale/deduction
Company’s functional and presentation currency.
from property plant and equipment is provided up
to the date preceding the date of sale, deduction as (b) Transactions and balances
the case may be. Gains and losses on disposals are

On initial recognition, all foreign currency
determined by comparing proceeds with carrying
transactions are recorded by applying to the foreign
amount. These are included in Statement of Profit
currency amount the exchange rate between the
and Loss under ‘Other Income’.
functional currency and the foreign currency at the
Depreciation methods, useful lives and residual date of the transaction. Gains/Losses arising out
values are reviewed periodically at each financial of fluctuation in foreign exchange rate between the
year end and adjusted prospectively, as appropriate. transaction date and settlement date are recognised
Freehold land is not depreciated. in the Statement of Profit and Loss.
2.3 Intangible Assets All monetary assets and liabilities in foreign

Intangible assets are recognised when it is currencies are restated at the year end at the
probable that the future economic benefits that are exchange rate prevailing at the year end and
attributable to the asset will flow to the enterprise the exchange differences are recognised in the
and the cost of the asset can be measured reliably. Statement of Profit and Loss.
Intangible assets are stated at original cost, net of Non-monetary items that are measured in terms
tax/duty credits availed, if any less accumulated of historical cost in a foreign currency are not
amortization and cumulative impairment. retranslated.
Administrative and other general overhead expenses
that are specifically attributable to the acquisition of 2.5 Fair value measurement
intangible assets are allocated and capitalized as The Company maintains accounts on accrual basis
part of cost of the intangible asset. following the historical cost convention, except for
The Company amortized intangible assets over certain financial instruments that are measured at
their estimated useful lives using the straight line fair value in accordance with Ind AS and certain
method. The estimated useful lives of intangible items of property, plant and equipment that were
assets are as follows: revalued in earlier years in accordance with the
I-GAAP principles. The carrying value of all the
Intangible assets Useful life items of property, plant and equipment as on date
Technical know how 5 to 10 years of transition is considered as the deemed cost.
Computer Software 5 years
Fair value is the price that would be received to sell
As at the end of each accounting year, the Company an asset or paid to transfer a liability in an orderly
reviews the carrying amounts of its PPE and transaction between market participants at the
Intangible Assets to determine whether there is measurement date. The fair value measurement
any indication that those assets have suffered an is based on the presumption that the transaction
impairment loss. If such indication exists, the PPE to sell the asset or transfer the liability takes place
and Intangible Assets are tested for impairment, so either:
as to determine the impairment loss, if any. Goodwill
• In the principal market for the asset or liability,
and Intangible Assets with indefinite life are tested
or
for impairment each year.
• In the absence of a principal market, in the
2.4 Foreign Currency Transactions
most advantageous market for the asset or
(a) Functional and presentation currency liability accessible to the Company.

Annual Report 2022-23 175

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
The Company uses valuation techniques that are amount as appropriate in a given circumstance.
appropriate in the circumstances and for which Payment terms agreed with a customer are as
sufficient data are available to measure fair value, per business practice and there is no financing
maximizing the use of relevant observable inputs component involved in the transaction price. Costs
and minimizing the use of unobservable inputs. The to obtain a contract which are incurred regardless of
Company’s management determines the policies whether the contract was obtained are charged-off
and procedures for fair value measurement. in Statement of Profit and Loss immediately in the
period in which such costs are incurred. Incremental

Fair value measurements under Ind AS are
costs of obtaining a contract, if any, and costs
categorised as below based on the degree to which
incurred to fulfill a contract are amortised over the
the inputs to the fair value measurements are
period of execution of the contract in proportion to
observable and the significance of the inputs to the
the progress measured in terms of a proportion of
fair value measurement in its entirety:
actual cost incurred to-date, to the total estimated
• Level 1 inputs are quoted prices (unadjusted) in cost attributable to the performance obligation.
active markets for identical assets or liabilities
Significant judgments are used in:
that the company can access at measurement
date; 1. Determining the revenue to be recognised in
case of performance obligation satisfied over
• Level 2 inputs are inputs, other than quoted
a period of time; revenue recognition is done
prices included in level 1, that are observable
by measuring the progress towards complete
for the asset or liability, either directly or
satisfaction of performance obligation. The
indirectly; and
progress is measured in terms of a proportion
• Level 3 inputs are unobservable inputs for the of actual cost incurred to-date, to the total
valuation of assets/liabilities estimated cost attributable to the performance
obligation.
2.6 Revenue Recognition
2. 
Determining the expected losses, which are

A. The Company recognises revenue from
recognised in the period in which such losses
contracts with customers when it satisfies a
become probable based on the expected total
performance obligation by transferring promised
contract cost as at the reporting date.
good or service to a customer. The revenue is
recognised to the extent of transaction price 
B. Revenue from construction contracts/
allocated to the performance obligation satisfied. project related activity and contracts for supply/
Performance obligation is satisfied over time commissioning of complex plant and equipment is
when the transfer of control of asset (good or recognised as follows:
service) to a customer is done over time and in
Fixed price contracts: Contract revenue is recognised
other cases, performance obligation is satisfied
only to the extent of cost incurred till such time the
at a point in time. For performance obligation
outcome of the job cannot be ascertained reliably
satisfied over time, the revenue recognition is
subject to condition that it is probable the such
done by measuring the progress towards complete
cost will be recoverable . When the outcome of the
satisfaction of performance obligation. The
contract is ascertained reliably,contract revenue is
progress is measured in terms of a proportion of
recognised at cost of work performed on the contract
actual cost incurred to-date, to the total estimated
plus proportionate margin, using the percentage of
cost attributable to the performance obligation.
completion method. Percentage of completion is
Transaction price is the amount of consideration
the proportion of cost of work performed to date , to
to which the Company expects to be entitled in
the total estimated contracts cost.
exchange for transferring good or service to a
customer excluding amounts collected on behalf The estimated outcome of a contract is considered
of a third party. Variable consideration is estimated reliable when all the following conditions are
using the expected value method or most likely satisfied:

176 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
(i) 
The amount of revenue can be measured Other items of income are accounted as and when
reliably; the right to receive such income arises and it is
probable that the economic benefits will flow to
(ii) It is probable that the economic benefits
the company and the amount of income can be
associated with the contract will flow to the
measured reliably.
company;
2.7 Taxes
(iii) The stage of completion of the contract at the
end of the reporting period can be measured Tax expense for the year, comprising current tax and
reliably; and deferred tax, are included in the determination of the
net profit or loss for the year.
(iv) The costs incurred or to be incurred in respect
of the contract can be measured reliably. (a) Current income tax

Expected loss, if any, on a contract is recognised Current tax assets and liabilities are measured
as expense in the period in which it is foreseen, at the amount expected to be recovered or paid
irrespective of the stage of completion of the to the taxation authorities. The tax rates and
contract. tax laws used to compute the amount are those
that are enacted or substantively enacted, at
For contracts where progress billing exceeds
the year end date. Current tax assets and tax
the aggregate of contract costs incurred to-date
liabilities are offset where the entity has a
and recognised profits (or recognised losses,
legally enforceable right to offset and intends
as the case may be), the surplus is shown
either to settle on a net basis, or to realize the
as the amount due to customers. Amounts
asset and settle the liability simultaneously.
received before the related work is performed
are disclosed in the Balance sheet as a liability The company has not opted to exercise the
towards advance received. Amounts billed option under section 115BAA of the income
for work performed but yet to be paid by the tax 1961, as introduced by the taxation laws
customer are disclosed in the Balance sheet (Amendment) ordinance, 2019 and decided
as trade receivables. The amount of retention to continue with the existing rate of tax for the
money due form customers within the next purpose of deferred tax computation.
twelve months are classified under other
(b) Deferred tax
current assets as Trade Receivable.
Deferred income tax is provided in full, using

Revenue from contracts from rendering
the balance sheet approach, on temporary
engineering design services and other services
differences arising between the tax bases of
which are directly related to construction of
assets and liabilities and their carrying amounts
an asset is recognised on the same basis as
in financial statements. Deferred income
stated in (B) above.
tax is also not accounted for if it arises from
Other Operational Revenue initial recognition of an asset or liability in a
transaction other than a business combination
Other Operational Revenue represents income
that at the time of the transaction affects
earned from activities incidental to the business
neither accounting profit nor taxable profit (tax
and is recognized when the right to receive income
loss). Deferred income tax is determined using
is established as per the terms of contract.
tax rates (and laws) that have been enacted or
Other Income substantially enacted by the end of the year
and are expected to apply when the related
Interest Income is recognised on a basis of effective
deferred income tax asset is realised or the
interest method as set out in Ind AS 109, Financial
deferred income tax liability is settled.
Instruments, and where no significant uncertainty
as to measurability or collectability exists. Deferred tax assets are recognised for all
deductible temporary differences and unused
Dividend income is accounted in the period in which
tax losses only if it is probable that future
the right to receive the same is established.

Annual Report 2022-23 177

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
taxable amounts will be available to utilize commencement date, less any lease incentives
those temporary differences and losses. received

Management periodically evaluates positions At the commencement date, the lease payments
taken in tax returns with respect to situations included in the measurement of the lease liability
in which applicable tax regulation is subject to comprise (a) fixed payments less any lease
interpretation. It establishes provisions where incentives receivable; (b) variable lease payments
appropriate on the basis of amounts expected that depend on an index or a rate, initially measured
to be paid to the tax authorities using the index or rate as at the commencement
date (c) amounts expected to be payable by the
Deferred tax assets and liabilities are offset
lessee under residual value guarantees;(d) the
when there is a legally enforceable right to
exercise price of a purchase option if the lessee is
offset current tax assets and liabilities and
reasonably certain to exercise that option and (e)
when the deferred tax balances relate to the
payments of penalties for terminating the lease,
same taxation authority.
if the lease term reflects the lessee exercising an
Current and deferred tax is recognized in option to terminate the lease.
Statement of Profit and Loss, except to the
Depreciation on Right-of-use asset is recognised
extent that it relates to items recognised in
in statement of profit and Loss on a straight line
other comprehensive income or directly in
basis over the period of lease and the Company
equity. In this case, the tax is also recognised
separately recognises interest on lease liability as
in other comprehensive income or directly in
a component of finance cost in statement of Profit
equity, respectively
and Loss.
2.8 Leases
2.9 Exceptional items
The Indian accounting standard on lease (Ind AS
An item of income or expense which by its size,
116) requires entity to determine whether a contract
type or incidence requires disclosure in order to
is or contains a lease at inception of the contract.
improve an understanding of the performance of
Ind AS 116 requires lessee to recognise a liability
the company is treated as an exceptional item and
to make lease payments and an asset representing
the same is disclosed in the notes to accounts.
the right–of-use asset during the lease term for
all leases except for short term leases and leases 2.10 Impairment of non-financial assets
of low-value assets, if they choose to apply such
The Company assesses at each year end whether
exemptions
there is any objective evidence that a non financial
Payments associated with short-term leases and asset or a group of non financial assets is impaired.
low value assets are recognized as expenses If any such indication exists, the Company estimates
in profit or loss. Short-term leases are leases the asset’s recoverable amount and the amount of
with a lease term of 12 months or less. At the impairment loss.
commencement date, Company recognise a
An impairment loss is calculated as the difference
right-of-use asset measured at cost and a lease
between an asset’s carrying amount and recoverable
liability measured at the present value of the lease
amount. Losses are recognized in Statement of
payments that are not paid at that date. The lease
Profit and Loss and reflected in an allowance
payments shall be discounted using the interest
account. When the Company considers that there
rate implicit in the lease, if that rate can be readily
are no realistic prospects of recovery of the asset,
determined. If that rate cannot be readily determined,
the relevant amounts are written off. If the amount
the lessee shall use the lessee’s incremental
of impairment loss subsequently decreases and
borrowing rate
the decrease can be related objectively to an event
The cost of the right-of-use asset comprised of, occurring after the impairment was recognised,
the amount of the initial measurement of the lease then the previously recognised impairment loss is
liability, any lease payments made at or before the reversed through Statement of Profit and Loss.

178 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
The recoverable amount of an asset or cash- a) estimated amount of contracts remaining to be
generating unit (as defined below) is the greater executed on capital account and not provided
of its value in use and its fair value less costs to for;
sell. In assessing value in use, the estimated future
b) 
uncalled liability on shares and other
cash flows are discounted to their present value
investments partly paid;
using a pre-tax discount rate that reflects current
market assessments of the time value of money c) 
funding related commitment to subsidiary,
and the risks specific to the asset. For the purpose associate and joint venture companies; and
of impairment testing, assets are grouped together
d) other non-cancellable commitments, if any, to
into the smallest group of assets that generates
the extent they are considered material and
cash in flows from continuing use that are largely
relevant in the opinion of management.
independent of the cash inflows of other assets or
groups of assets (the “cash-generating unit”). 2.13 Cash and cash equivalents
2.11 Provisions and contingent liabilities Cash and cash equivalent in the balance sheet
comprise cash at banks, cash on hand, cheques in
Provisions are recognized when there is a present
transit and demand deposits with banks.
obligation as a result of a past event, it is probable
that an outflow of resources embodying economic For the purposes of the cash flow statement, Cash
benefits will be required to settle the obligation and and Cash equivalents are short-term balances (with
there is a reliable estimate of the amount of the an original maturity of three months or less from
obligation. Provisions are measured at the best the date of acquisition), highly liquid investments
estimate of the expenditure required to settle the that are readily convertible into known amounts of
present obligation at the Balance sheet date. cash and which are subject to insignificant risk of
If the effect of the time value of money is material, changes in value.
provisions are discounted using a current pre- 2.14 Statement of Cash Flows:
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, Statement of Cash Flows is prepared segregating
the increase in the provision due to the passage of the cash flows into operating, investing and financing
time is recognized as a finance cost. activities. Cash flow from operating activities is
reported using indirect method, adjusting the net
Contingent liabilities are disclosed when there
profit for the effects of :
is a possible obligation arising from past events,
the existence of which will be confirmed only by i. 
changes during the period in inventories
the occurrence or non occurrence of one or more and operating receivables and payables
uncertain future events not wholly within the control transactions of a non-cash nature;
of the Company or a present obligation that arises
ii. 
non-cash items such as depreciation,
from past events where it is either not probable that
provisions, deferred taxes, unrealised foreign
an outflow of resources will be required to settle or
currency gains and losses, and undistributed
a reliable estimate of the amount cannot be made.
profits of associates; and
Provisions, contingent liabilities and contingent
iii. all other items for which the cash effects are
assets are reviewed at each Balance Sheet date.
investing or financing cash flows.
Where the unavoidable costs of meeting the
obligations under the contract exceed the economic 2.15 Financial instruments
benefits expected to be received under such
A financial instrument is any contract that gives
contract, the present obligation under the contract
rise to a financial asset of one entity and a financial
is recognised and measured as a provision.
liability or equity instrument of another entity.
2.12 Commitments
(a) Financial assets
Commitments are future liabilities for contractual
(i) Initial recognition and measurement
expenditure, classified and disclosed as follows:

Annual Report 2022-23 179

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
At initial recognition, financial asset is Fair value through profit or loss: Assets that
measured at its fair value plus, in the case of do not meet the criteria for amortized cost or
a financial asset not at fair value through profit FVOCI are measured at fair value through profit
or loss, transaction costs that are directly or loss. Interest income from these financial
attributable to the acquisition of the financial assets is included in other income.
asset. Transaction costs of financial assets
The company has currently exercised the
carried at fair value through profit or loss are
irrevocable option to present in Other
expensed in the Statement of Profit and Loss
comprehensive Income , subsequent changes
(ii) Subsequent measurement in the Fair value of Equity Instruments. Such
an election has been made on instrument-by-
For purposes of subsequent measurement,
instrument basis. The classification is made on
financial assets are classified in following
initial recognition and is irrevocable.
categories:
(iii) Impairment of financial assets
a) at amortized cost; or
In accordance with Ind AS 109, Financial
b) at fair value through other comprehensive
Instruments, the Company applies expected
income; or
credit loss (ECL) model for measurement and
c) at fair value through profit or loss. recognition of impairment loss on financial
assets that are measured at amortized cost
The classification depends on the entity’s
and FVOCI.
business model for managing the financial
assets and the contractual terms of the cash For recognition of impairment loss on financial
flows. assets and risk exposure, the Company
determines that whether there has been a
Amortized cost: Assets that are held for
significant increase in the credit risk since initial
collection of contractual cash flows where
recognition. If credit risk has not increased
those cash flows represent solely payments
significantly, 12-month ECL is used to provide
of principal and interest are measured at
for impairment loss. However, if credit risk
amortized cost. Interest income from these
has increased significantly, lifetime ECL is
financial assets is included in finance income
used. If in subsequent years, credit quality of
using the effective interest rate method (EIR).
the instrument improves such that there is no

Fair value through other comprehensive longer a significant increase in credit risk since
income (FVOCI): Assets that are held for initial recognition, then the entity reverts to
collection of contractual cash flows and for recognizing impairment loss allowance based
selling the financial assets, where the assets’ on 12 month ECL.
cash flows represent solely payments of
Life time ECLs are the expected credit losses
principal and interest, are measured at fair
resulting from all possible default events over
value through other comprehensive income
the expected life of a financial instrument.
(FVOCI). Movements in the carrying amount are
The 12 month ECL is a portion of the lifetime
taken through OCI, except for the recognition
ECL which results from default events that are
of impairment gains or losses, interest revenue
possible within 12 months after the year end.
and foreign exchange gains and losses which
are recognized in Statement of Profit and Loss. ECL is the difference between all contractual
When the financial asset is derecognized, the cash flows that are due to the Company in
cumulative gain or loss previously recognized accordance with the contract and all the cash
in OCI is reclassified from equity to Statement flows that the entity expects to receive (i.e. all
of Profit and Loss and recognized in other shortfalls), discounted at the original EIR. When
gains/ (losses). Interest income from these estimating the cash flows, an entity is required
financial assets is included in other income to consider all contractual terms of the financial
using the effective interest rate method. instrument (including prepayment, extension

180 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
etc.) over the expected life of the financial 
Financial liabilities at fair value through profit or
instrument. However, in rare cases when the loss
expected life of the financial instrument cannot
Financial liabilities at fair value through profit or
be estimated reliably, then the entity is required
loss include financial liabilities held for trading
to use the remaining contractual term of the
and financial liabilities designated upon initial
financial instrument.
recognition as at fair value through profit or loss.
ECL impairment loss allowance (or reversal) Separated embedded derivatives are also classified
recognized during the year is recognized as as held for trading unless they are designated as
income/expense in the statement of profit and effective hedging instruments. Gains or losses
loss. In balance sheet, ECL for financial assets on liabilities held for trading are recognized in the
measured at amortized cost is presented as Statement of Profit and Loss.
an allowance, i.e. as an integral part of the
Loans and borrowings
measurement of those assets in the balance
sheet. The allowance reduces the net carrying After initial recognition, interest-bearing loans and
amount. Until the asset meets write off criteria, borrowings are subsequently measured at amortized
the Company does not reduce impairment cost using the EIR method. Gains and losses are
allowance from the gross carrying amount. recognized in Statement of Profit and Loss when
the liabilities are derecognized as well as through
(iv) Derecognition of financial assets
the EIR amortization process. Amortized cost is
A financial asset is derecognized only when calculated by taking into account any discount or
a) 
the rights to receive cash flows from the premium on acquisition and fees or costs that are
financial asset is transferred or an integral part of the EIR. The EIR amortization is
included as finance costs in the Statement of Profit
b) 
retains the contractual rights to receive the and Loss.
cash flows of the financial asset, but assumes
a contractual obligation to pay the cash flows (iii) Derecognition
to one or more recipients. A financial liability is derecognized when the
Where the financial asset is transferred then in obligation under the liability is discharged or
that case financial asset is derecognized only if cancelled or expires. When an existing financial
substantially all risks and rewards of ownership of liability is replaced by another from the same
the financial asset is transferred. Where the entity lender on substantially different terms, or the terms
has not transferred substantially all risks and of an existing liability are substantially modified,
rewards of ownership of the financial asset, the such an exchange or modification is treated as
financial asset is not derecognized. the derecognition of the original liability and the
recognition of a new liability. The difference in the
(b) Financial liabilities respective carrying amounts is recognized in the
(i) Initial recognition and measurement Statement of Profit and Loss as finance costs.

Financial liabilities are classified, at initial (c) Offsetting financial instruments

recognition, as financial liabilities at fair value Financial assets and liabilities are offset and the net
through profit or loss and at amortized cost, as amount is reported in the balance sheet where there
appropriate. is a legally enforceable right to offset the recognized
All financial liabilities are recognized initially at fair amounts and there is an intention to settle on a net
value and, in the case of borrowings and payables, basis or realize the asset and settle the liability
net of directly attributable transaction costs. simultaneously. The legally enforceable right must
not be contingent on future events and must be
(ii) Subsequent measurement
enforceable in the normal course of business and in
The measurement of financial liabilities depends on the event of default, insolvency or bankruptcy of the
their classification, as described below: Company or the counterparty.

Annual Report 2022-23 181

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
2.16 Employee Benefits to be availed or encashed within 12 months
from the end of the year are treated as short
(a) Short-term obligations
term employee benefits. The obligation towards
Liabilities for wages and salaries, including non- the same is measured at the expected cost of
monetary benefits that are expected to be settled accumulating compensated absences as the
wholly within 12 months after the end of the year additional amount expected to be paid as a result
in which the employees render the related service of the unused entitlement as at the year end.
are recognized in respect of employees’ services Accumulated compensated absences, which are
up to the end of the year and are measured at the expected to be availed or encashed beyond 12
amounts expected to be paid when the liabilities months from the end of the year end are treated as
are settled. The liabilities are presented as current other long term employee benefits. The Company’s
employee benefit obligations in the balance sheet. liability is actuarially determined (using the
Projected Unit Credit method) at the end of each
(b) Other long-term employee benefit obligations
year. Actuarial losses/gains are recognized in the
(i) Defined contribution plan statement of profit and loss in the year in which they
Provident Fund: Contribution towards provident arise.
fund is made to the regulatory authorities, where the Leaves under defined benefit plans can be encashed
Company has no further obligations. Such benefits only on discontinuation of service by employee.
are classified as Defined Contribution Schemes as
The obligation is measured at the present value of
the Company does not carry any further obligations,
the estimated future cash flows using a discount
apart from the contributions made on a monthly
rate based on the market yield on government
basis which are charged to the Statement of Profit
securities of a maturity period equivalent to the
and Loss.
weighted average maturity profile of the defined
Employee’s State Insurance Scheme: Contribution benefit obligations at the Balance Sheet date.
towards employees’ state insurance scheme is
2.17 Contributed equity
made to the regulatory authorities, where the
Company has no further obligations. Such benefits Equity shares are classified as equity share capital.
are classified as Defined Contribution Schemes as Incremental costs directly attributable to the issue
the Company does not carry any further obligations, of new shares or options are shown in equity as a
apart from the contributions made on a monthly deduction, net of tax, from the proceeds.
basis which are charged to the Statement of Profit
2.18 Earnings Per Share
and Loss.
Basic earnings per share is calculated by dividing the
(ii) Defined benefit plans
net profit or loss for the year attributable to equity
Gratuity: The Company provides for gratuity, a shareholders by the weighted average number of
defined benefit plan (the ‘Gratuity Plan”) covering equity shares outstanding during the year. Earnings
eligible employees in accordance with the Payment considered in ascertaining the Company’s earnings
of Gratuity Act, 1972. The Gratuity Plan provides per share is the net profit or loss for the year after
a lump sum payment to vested employees at deducting preference dividends and any attributable
retirement, death, incapacitation or termination of tax thereto for the year. The weighted average
employment, of an amount based on the respective number of equity shares outstanding during the
employee’s salary. The Company’s liability is year and for all the years presented is adjusted
actuarially determined (using the Projected for events, such as bonus shares, other than the
Unit Credit method) at the end of each year. conversion of potential equity shares, that have
Actuarial losses/gains are recognized in the other changed the number of equity shares outstanding,
comprehensive income in the year in which they without a corresponding change in resources.
arise.
For the purpose of calculating diluted earnings per

Compensated Absences: Accumulated share, the net profit or loss for the year attributable
compensated absences, which are expected to equity shareholders and the weighted average

182 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
number of shares outstanding during the year is (a) Taxes
adjusted for the effects of all dilutive potential
Deferred tax assets are recognized for unused tax
equity shares.
losses to the extent that it is probable that taxable
2.19 Inventory- (Contract Work in progress) profit will be available against which the losses
Contract Work in progress are valued at cost or net can be utilized. Significant management judgment
realisable value, whichever is lower. Cost comprises is required to determine the amount of deferred
all direct development expenditure. tax assets that can be recognized, based upon the
likely timing and the level of future taxable profits
2.20 Non-Current Assets held for Sale together with future tax planning strategies.
Non-current assets are classified as held for sale if (b) Defined benefit plans (gratuity benefits and leave
their carrying amount is intended to be recovered encashment)
principally through a sale (rather than through
continuing use) when the asset is available for The cost of the defined benefit plans such as
immediate sale in its present condition subject only gratuity and leave encashment are determined
to terms that are usual and customary for sale of using actuarial valuations. An actuarial valuation
such asset and the sale is highly probable and is involves making various assumptions that may
expected to qualify for recognition as a completed differ from actual developments in the future. These
sale within one year from the date of classification. include the determination of the discount rate,
Non-current assets classified as held for sale are future salary increases and mortality rates. Due to
measured at lower of their carrying amount and fair the complexities involved in the valuation and its
value less costs to sell. long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions.
3 Significant accounting judgments, estimates and
All assumptions are reviewed at each year end.
assumptions
The principal assumptions are the discount and
The preparation of financial statements requires
management to make judgments, estimates and salary growth rate. The discount rate is based upon
assumptions that affect the reported amounts of the market yields available on government bonds at
revenues, expenses, assets and liabilities, and the the accounting date with a term that matches that
accompanying disclosures, and the disclosure of liabilities. Salary increase rate takes into account
of contingent liabilities. Uncertainty about these of inflation, seniority, promotion and other relevant
assumptions and estimates could result in outcomes factors on long term basis.
that require a material adjustment to the carrying amount (c) Construction Contracts
of assets or liabilities affected in future years.
Recognizing construction contract revenue requires
4 Estimates and assumptions significant judgement in determining actual work
The key assumptions concerning the future and other performed and the estimated costs to complete
key sources of estimation uncertainty at the year end the work, provision for rectification costs, variation
date, that have a significant risk of causing a material claims etc
adjustment to the carrying amounts of assets and
(d) Recognition of deferred tax assets
liabilities within the next financial year, are described
below. The Company based its assumptions and The extent to which deferred tax assets can be
estimates on parameters available when the financial recognized is based on an assessment of the
statements were prepared. Existing circumstances probability that future taxable income will be
and assumptions about future developments, however, available against which the deductible temporary
may change due to market changes or circumstances differences and tax loss carry forwards can be
arising that are beyond the control of the Company. Such utilized. In addition, significant judgment is required
changes are reflected in the assumptions when they in assessing the impact of any legal or economic
occur. limits or uncertainties in various tax jurisdictions.

Annual Report 2022-23 183

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
5 Standards (including amendments) issued but not yet 
Ind AS 8, Accounting Policies, Changes in Accounting
effective Estimates and Errors – This amendment has introduced
a definition of ‘accounting estimates’ and included
Recent Indian Accounting Standards (Ind AS)
amendments to Ind AS 8 to help entities distinguish
The Ministry of Corporate Affairs (MCA) notifies new changes in accounting policies from changes in
standards or amendments to the existing standards accounting estimates. The effective date for adoption
under Companies (Indian Accounting Standards) Rules of this amendment is annual periods beginning on or
as issued from time to time. On March 31, 2023, MCA after April 1, 2023. The Company has evaluated the
amended the Companies (Indian Accounting Standards) amendment and there is no impact on its consolidated
Amendment Rules, 2023, as below: financial statements.
Ind AS 1, Presentation of Financial Statements – This 
Ind AS 12, Income Taxes – This amendment has narrowed
amendment requires the entities to disclose their the scope of the initial recognition exemption so that it
material accounting policies rather than their significant does not apply to transactions that give rise to equal and
accounting policies. The effective date for adoption of offsetting temporary differences. The effective date for
this amendment is annual periods beginning on or after adoption of this amendment is annual periods beginning
April 1, 2023. The Company has evaluated the amendment on or after April 1, 2023. The Company has evaluated the
and the impact of the amendment is insignificant in the amendment and there is no impact on its consolidated
consolidated financial statements. financial statements.

184 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
6A Property, plant and equipment - Current Year

Gross block Depreciation Net block

Block of Assets As at As at As at As at As at As at
Additions/ Deductions/ For the Deductions/
1 April 31 March 1 April 31 March 31 March 31 March
Adjustments Adjustments year Adjustments
2022 2023 2022 2023 2023 2022
Owned assets
Freehold land 241.50 - - 241.50 - - - - 241.50 241.50
Leasehold Improvements 350.15 - - 350.15 197.29 18.56 - 215.85 134.30 152.86
Buildings 146.86 - - 146.86 70.61 20.46 - 91.07 55.79 76.25
Plant and Machinery 5,577.72 8.12 369.07 5,216.77 2,283.98 482.42 332.86 2,433.54 2,783.23 3,293.74
Furniture and Fixtures 68.03 - - 68.03 51.02 5.19 - 56.21 11.82 17.01
Office Equipment 12.17 - - 12.17 11.33 0.65 - 11.98 0.19 0.84
Computers 90.93 5.79 2.98 93.74 45.79 14.36 2.98 57.17 36.57 45.13
Vehicle 51.75 - 39.96 11.79 37.05 5.28 40.12 2.21 9.58 14.70
Total 6,539.11 13.91 412.01 6,141.01 2,696.99 546.92 375.96 2,868.03 3,272.98 3,842.03

Property, plant and equipment - Previous Year

Gross block Depreciation Net block

Block of Assets As at As at As at As at As at As at
Additions/ Deductions/ For the Deductions/
April 01, March 31, April 01, March 31, March 31, March 31,
Adjustments Adjustments year Adjustments
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
Furniture and Fixtures 90.92 - 22.89 68.03 43.85 9.38 2.21 51.02 17.01 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 45.13 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

No Property, plant and equipment has been revalued

Refer Note no 24 for Property, Plant and Equipment pledged as security in respect of borrowings
6B The details of the right-of-use asset held by the Company is as follows:

Particulars Building Total

Balance as at April 01, 2021 - -
Additions 262.85 262.85
Deletion - -
Depreciation (29.76) (29.76)
Balance as at March 31, 2022 233.09 233.09
Additions 153.07 153.07
Deletion - -
Depreciation (63.77) (63.77)
Balance as at March 31, 2023 322.39 322.39

Annual Report 2022-23 185

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(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 April 01, 2021 - -
Additions 252.00 252.00
Interest expense 23.13 23.13
Lease payments (36.60) (36.60)
Balance as at March 31, 2022 238.53 238.53
Additions 141.09 141.09
Interest expense 29.06 29.06
Lease payments (58.19) (58.19)
Balance as at March 31, 2023 350.49 350.49
Breakup of current and non-current lease liabilities

Particulars 31-Mar-23 31-Mar-22

Current lease liabilities 98.45 36.60
Non-current lease liabilities 252.04 201.93
7 Intangible assets - Current Year

Gross block Depreciation Net block

Block of Assets As at As at As at As at As at As at
Additions/ Deductions/ For the Deductions/
April 01, March 31, April 01, March 31, March 31, March 31,
Adjustments Adjustments year Adjustments
2022 2023 2022 2023 2023 2022
Computer Software 43.12 - - 43.12 23.33 1.79 - 25.12 18.00 19.79
Technical Knowhow 54.22 - - 54.22 42.01 2.25 - 44.26 9.96 12.21
Total 97.34 - - 97.34 65.34 4.04 - 69.38 27.96 32.00

Intangible assets - Previous Year

Gross block Depreciation Net block

Block of Assets As at As at As at As at As at As at
Additions/ Deductions/ For the Deductions/
April 01, March 31, April 01, March 31, March 31, March 31,
Adjustments Adjustments year Adjustments
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

As at As at
8 Contract Assets (Non current)
31 March 2023 31 March 2022
Contract Assets (Refer 8.1 below) 8,278.88 4,883.00
Less: Provision for Expected Credit Loss (926.98) (926.98)
Total 7,351.90 3,956.02
8.1 Contract asset(Non- Current) includes Rs. 7,351.90 lakhs(net of provisions amounting to Rs. 926.98 lakhs)(March 31, 2022,
Rs.3,956.02 lakhs) from projects which are stalled due to delays in statutory approvals faced by the customer. Considering
the ongoing negotiations with the customers’ ,Management is confident of recovering the dues in full.

186 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

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

31 March 2023 31 March 2022
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 40.93 52.72
fully paid up in Orient Green Power Company Limited
Unquoted
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)
40.93 52.72
Total ( A+B) 40.93 52.72
Aggregate book value of:
Quoted investments 40.93 52.72
Unquoted investments - -
Aggregate Market value of:
Quoted investments 40.93 52.72
Unquoted investments - -
Aggregate amount of impairment in value of Investments 407.56 407.56

10 Financial assets - Loans (Non current) As at As at

31 March 2023 31 March 2022
Unsecured, considered good
- Considered Good 10,968.55 18,402.42
- Considered doubtful 306.10 306.10
Less: Provision made (306.10) (306.10)
Net amount 10,968.55 18,402.42
Less: Provision for Expected Credit Loss (10,271.07) (10,271.07)
Total 697.48 8,131.35

10.1 Loans includes due from: As at As at

31 March 2023 31 March 2022
i) Related Parties:
 eitwind Shriram Manufacturing Private Limited- Rs. Nil (Net of provision
L - 477.77
of expected credit loss Rs. 9,141.70 Lakhs), Previous year: March 31, 2022
-Rs.477.77 Lakhs ( Net of provision of Rs. 9,141.70 lakhs) Refer 10.2 below
10.2 Financial Assets Loans (Non Current) include Rs. NIL (March 31, 2022: Rs. 477.77 Lakhs) due from Leitwind Shriram
Manufacturing Pvt Limited (LSML) (a related party). During the year loans amounting to Rs. 7,433.87 Lakhs has been taken
over by SVL Limited (Erstwhile entity exercising significant influence over the Company). Also refer to Note 48

Annual Report 2022-23 187

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

11 Trade Receivables - (Non current) As at As at

31 March 2023 31 March 2022
Trade Receivables - Retention Money
Considered Good 18,086.76 18,768.50
Considered doubtful 2,680.19 2,267.44
Less: Provision for expected credit loss (2,680.19) (2,267.44)
18,086.76 18,768.50
Trade Receivables
Considered Good (Refer note below) 119.49 -
Considered doubtful 322.16 301.79
Less: Provision for expected credit loss (322.16) (301.79)
119.49 -
Total 18,206.25 18,768.50
11.1 Trade receivable (Non –Current) includes an amount of Rs. 575.21 lakhs(net of Provisions amounting to Rs. 82.99 lakhs) from
projects which are stalled due to delays in statutory approvals faced by the customer. Considering the ongoing negotiations
with the customers’ Management is confident of recovering the dues in full.
11A Trade receivables -Non Current-ageing schedule
31-03-2023

Outstanding for following periods from due date of payaments

Upto 6 6 months More than 3
Particulars Not Due 1- 2 years 2-3 years Total
months to 1 year years
Undisputed
- Considered good 16,386.51 16,386.51
- Credit impaired - - - - 2,011.45 2,011.45
16,386.51 - - - - 2,011.45 18,397.96
Less: Credit impaired (2,011.45)
Sub total (a) 16,386.51
Disputed
- Considered good 1,700.25 - - - - 119.49 1,819.74
- Credit impaired - - - - - 990.90 990.90
1,700.25 - - - - 1,110.39 2,810.64
Less: Credit impaired (990.90)
Sub total (b) 1,700.25 - - - - 1,110.39 1,819.74
Total (a) + (b) 18,206.25

188 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
31-03-2022

Outstanding for following periods from due date of payaments

Particulars Upto 6 6 months More than 3
Not Due 1- 2 years 2-3 years Total
months to 1 year 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 (990.90)
Sub total (b) 1,957.73
Total (a) + (b) - - - - - - 18,768.50

12 Other financial assets (Non current) As at As at

31 March 2023 31 March 2022
Deposits 1,174.00 1,050.18
Credit Impaired 132.86
Less: Provision for Expected Credit Losses (132.86) (132.86)
Deposit accounts with maturity for more than twelve months from the balance
- 41.38
sheet date
1,041.14 1,091.57

13 Deferred Tax Assets (Net) As at As at

31 March 2023 31 March 2022
Deferred Tax Assets (Net) (refer Note 43) 43,345.50 43,345.50
43,345.50 43,345.50

14 Income Tax Assets (Net) As at As at

31 March 2023 31 March 2022
Advance Tax & Tax deducted at source (Net of Provision for Tax (March 31,2023
1,549.40 1,412.42
` 5,540.74 lakhs (March 31 2022 ` 5,540.74 lakhs))
Total 1,549.40 1,412.42

15 Contract assets As at As at
31 March 2023 31 March 2022
Contract Assets (Refer Note 15.1 & 42) 78,215.17 83,029.75
Less: Provision for Expected Credit Loss (4,968.58) (3,321.01)
Total 73,246.59 79,708.74

Annual Report 2022-23 189

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
15.1 The above Contract Assets includes materials at project site amounting to Rs. 22,651 lakhs (Previous year March 31,
2022 Rs. 25,512.38 lakhs)
15.2 Movement in loss allowance is as follows:

Particulars As at As at
31 March 2023 31 March 2022
Opening balance 3,321.01 910.95
Additions / Transfer 4,968.58 2,410.06
Utilizations / Reversals (3,321.01) -
Closing balance 4,968.58 3,321.01

16 Trade receivables As at As at
31 March 2023 31 March 2022
Unsecured
-Considered good 21,952.31 29,567.80
-Considered doubtful 9,301.61 9,075.87
Less: Provision for doubtful debts (9,301.61) (9,075.87)
Trade Receivable - Retention monies
-Considered good 7,253.70 7,682.68
-Considered doubtful 63.33 -
Less: Provision for doubtful debts (63.33) -
Net 29,206.01 37,250.48
16.1 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.
16.2 Trade receivable include due from related parties amounting to Rs.3635.66 Lakhs (March 31, 2022- 3,635.66 Lakhs) (Refer
Note 48 C)
Trade receivables ageing schedule
31-03-2023

Outstanding for following periods from due date of payaments

Particulars Upto 6 6 months More than 3
Not Due 1- 2 years 2-3 years Total
months to 1 year years
Undisputed
- Considered good 5,412.35 2,361.98 261.66 3,105.67 7,452.20 9,148.61 27,742.47
- Credit impaired - - - 1,837.12 - 7,120.32 8,957.44
5,412.35 2,361.98 261.66 4,942.79 7,452.20 16,268.93 36,699.91
Less: Credit impaired (8,957.44)
Sub total (a) 27,742.47

190 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Outstanding for following periods from due date of payaments

Particulars Upto 6 6 months More than 3
Not Due 1- 2 years 2-3 years Total
months to 1 year years
Disputed
- Considered good - - 1,396.44 - 3.36 63.74 1,463.54
- Credit impaired - - 267.29 - - 140.21 407.50
- - 1,663.73 - 3.36 203.95 1,871.04
Less: Credit impaired (407.50)

Sub total (b) 1,463.54

Total (a) + (b) 29,206.01
31-03-2022

Outstanding for following periods from due date of payaments

Particulars Upto 6 6 months More than 3
Not Due 1- 2 years 2-3 years 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 34,683.74
- Credit impaired - - 1,837.12 - - 6,894.15 8,731.27
5,139.54 2,464.46 4,425.41 10,973.19 5,178.63 15,233.78 43,415.01
Less: Credit impaired (8,731.27)
Sub total (a) 34,683.74
Disputed
- Considered good - 1,396.43 - 1,038.05 - 132.26 2,566.74
- Credit impaired - 267.29 - - - 77.32 344.61
- 1,663.72 - 1,038.05 - 209.58 2,911.35
Less: Credit impaired (344.61)

Sub total (b) 2,566.74

Total (a) + (b) 37,250.48
Notes:
Movement in loss allowance is as follows: (Trade receivables- current and non current)

Particulars As at As at
31 March 2023 31 March 2022
Opening balance 11,645.10 8,492.95
Additions / Transfer 722.19 3,152.15
Utilizations / Reversals - -
Closing balance 12,367.29 11,645.10

Annual Report 2022-23 191

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

17 Cash and bank balances As at As at

31 March 2023 31 March 2022
Cash and cash equivalents

Balances with banks

In current accounts 2,383.74 506.33
Margin Money (Original Maturity of less than 3 Months) 920.40 75.75
Cash on hand 0.45 0.59
Total 3,304.59 582.67

18 Other Bank Balances As at As at

31 March 2023 31 March 2022
Deposit Account (Original Maturity of 3 Months to 12 Months) 223.71 224.88
Margin Money (Original Maturity of More than 3 Months to 12 Months) 1,506.62 2,162.61
Total 1,730.33 2,387.49

19 Other Current Financial assets As at As at

31 March 2023 31 March 2022
Security deposit 100.55 59.17
Interest Receivable 22.82 820.08
Total 123.37 879.25

20 Other current assets As at As at

31 March 2023 31 March 2022
Advances to Employees 45.09 62.75
Balance with Government Authorities 4,794.70 4,305.93
Prepaid Expenses 35.84 21.28
Other Advances 11.24 2,310.06
Advances to Suppliers -
- Considered good 14,850.62 13,352.10
- Considered doubtful 1,640.30 1,640.30
Less : Provision for doubtful Advances (1,640.30) (1,640.30)
14,850.62 13,352.09
Total 19,737.49 20,052.12

21 Assets classified as held for sale As at As at

31 March 2023 31 March 2022
Asset held for Sale - 596.06
Total - 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.

Disclosure pursuant to Ind AS 105 - Major classes of assets and liabilities As at As at

classified as held for sale: 31 March 2023 31 March 2022
Property, Plant and Equipment - 596.06

192 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

22 A. Equity Share capital

Particulars As at As at
31 March 2023 31 March 2022
Authorized
1,400,000,000 (31 March 2022 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
1,321,529,018 (31 March 2022: 971,529,018) Equity shares of ` 10 each fully paid 1,32,152.90 97,152.90
1,32,152.90 97,152.90

B. Preference Share capital

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 2023 31 March 2022
Authorized
30,000,000 (31 March 2022: 30,000,000) Convertible Preference Shares of ` 100
30,000.00 30,000.00
each
Total 30,000.00 30,000.00
(a) Reconciliation of Equity shares outstanding at the beginning and at the end of the year

Particulars As at As at
31 March 2023 31 March 2022
No of shares No of shares
Outstanding at the beginning of the year 97,15,29,018 97,15,29,018
Add: Issued during the year 35,00,00,000 -
Outstanding at the end of the year 1,32,15,29,018 97,15,29,018
(b) Details of shareholders holding more than 5% shares

Name of Shareholder As at 31 March 2023 As at 31 March 2022

No of shares % holding No of shares % holding
Equity Shares
Mark AB Capital Investments LLC 35,00,00,000 26.48 - -
SVL Limited (Refer Note (c) Below) 21,35,41,894 16.16 27,93,91,356 28.76
State Bank of India 12,56,34,843 9.51 12,56,34,843 12.93
Punjab National Bank 10,18,10,880 7.70 10,22,35,172 10.52

Annual Report 2022-23 193

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Name of Shareholder As at 31 March 2023 As at 31 March 2022

No of shares % holding No of shares % holding
Central Bank of India 9,35,70,276 7.08 9,35,70,276 9.63
(c) Details of shares held by Promoters

Name of Shareholder As at 31 March 2023 As at 31 March 2022

No of shares % holding No of shares % holding
Mark AB Capital Investments LLC 35,00,00,000 26.48 - -
Mark AB Welfare Trust 6,07,49,462 4.60 - -
SVL Limited* - - 27,93,91,356 28.76
*The stock exchanges vide their letters dated February 02, 2023 has approved Mark AB Capital Investment LLC, Dubai as
promoters and SVL Limited has been reclassified under Public holding with effect from February 03, 2023.
(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) Preferential issue of equity shares during past five years:

Particulars 2017-18
No.shares Face value of Premium Total
Rs.10/-
KPR Investment private limited 1,29,19,896 1,292 2,208.01 3,500.00
Lender Bank- Conversion of funded interest term Loan (FITL) 10,193 1 2.34 3.36
Lender bank - Conversion of Interest sacrifice 24,03,425 240 722.23 962.57
Lender Bank- Conversion of Working capital term Loan (WCTL) 1,92,27,563 1,923 2,547.65 4,470.41
There is no Preferential issue of Equity during the year ended March 31, 2019, March 31, 2020 , March 31, 2021 & March 31, 2022
Preferential issue of equity shares during the current year (2022-23):

Particulars 2022-23
No.shares Face value of Premium Total
Rs.10/-
Mark AB Capital Investments LLC 35,00,00,000 35,000 - 35,000
f) The Resolution Plan (RP) was implemented by the Company and Lenders, upon completion of compliance of all conditions
precedent to the satisfaction of the consortium lenders and RP was effective from September 30, 2022, with change in
Management as per the RP formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed
Assets) Directions, 2019 vide its circular dated June 07, 2019 (‘the RBI Circular” / “Regulatory Framework”). Consequent to
the implementation of resolution plan, Mark AB Capital Investment LLC, Dubai acquired 26.48% in equity of the Company.
During the year ended March 31, 2023, pursuant to the Resolution Plan, Company has received Rs. 35,000 Lakhs of equity
and has allotted 35,00,00,000 equity shares of Rs. 10 each on preferential basis to Mark AB Capital Investment LLC, Dubai

194 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
and shall be subject to lock-in for such period as may be prescribed under the ICDR Regulations. As at September 30, 2022
the Company has utilized the entire proceeds towards the intended purpose. The paid-up equity capital of the Company as
on date is Rs. 1,32,152.90 Lakhs - divided into 1,32,15,29,018 equity shares of Rs.10/- each.
During the Year ended March 31, 2023, pursuant to the Resolution Plan, Company has issued 1,75,00,000 Compulsorily
Convertible Debentures(CCD) of Rs. 100/- each and 1,75,00,000 Non-Convertible Debenture(NCD) of Rs. 100/- each
aggregating to Rs. 35,000 Lakhs by way of conversion of existing loans of lenders. (Refer Note no 24.2)
23 Other equity

(A) Other equity As at As at

31 March 2023 31 March 2022
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) (2,15,595.88) (2,15,105.50)
Re-measurement gains/ (losses) on defined benefit plans (Net of Tax) (Refer
107.30 163.68
Note (vi) below)
Investments FVTOCI Reserve on equity instruments (Refer Note (v) below) (3.28) 8.51
Foreign currency monetary item translation diff account (Refer Note (vii) below) 188.26 (219.86)
Non - controlling Intrest 159.58 146.61
Total (23,343.74) (23,206.28)

(i) Securities premium reserve As at As at

31 March 2023 31 March 2022
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 2023 31 March 2022
Opening balance 561.93 561.93
Additions/(Transfers) - -
Closing balance 561.93 561.93

(iii) Capital Reserve As at As at

31 March 2023 31 March 2022
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 2023 31 March 2022
Opening balance (2,15,105.50) (1,93,436.12)
Add: Net loss for year (490.38) (26,370.37)
Transfer - 4,700.99

Annual Report 2022-23 195

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

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

31 March 2023 31 March 2022
Closing balance (2,15,595.88) (2,15,105.50)

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

31 March 2023 31 March 2022
Opening balance 8.51 (30.50)
-Fair valuation changes for the year (net of tax) (11.79) 39.01
Closing balance (3.28) 8.51

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

31 March 2023 31 March 2022
Opening Balance 163.68 148.07
Additions (56.38) 15.61
Closing Balance 107.30 163.68

(vii) Foreign currency monetary item translation diff account As at As at

31 March 2023 31 March 2022
Opening Balance (219.86) 32.46
Additions 408.12 (252.32)
Closing Balance 188.26 (219.86)
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.

24 Borrowings -Non-current (Secured, unless otherwise stated) As at As at

31 March 2023 31 March 2022
Secured - At Amortized Cost
From Banks
Term Loans 1,397.99 6,291.99
Non Convertible debentures( NCD) (Refer note 24.2 below) 9,288.02 -
Compulsorily Convertible Debentures(CCD) (Refer note 24.2 below) 9,178.93 -
From Others
Term Loans 799.98 8,512.45

196 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

24 Borrowings -Non-current (Secured, unless otherwise stated) As at As at

31 March 2023 31 March 2022
Working Capital Term Loans - 560.03
Non Convertible debentures( NCD) (Refer note 24.2 below) 2,846.72 -
Compulsorily Convertible Debentures(CCD) (Refer note 24.2 below) 2,805.80 -
Unsecured Loan (Refer note 24.3 below) 299.20
Total 26,616.64 15,364.47
24.1 Terms of Repayment and Security details

S.No 31-Mar-23 31-Mar-22 Terms of Repayment

4 Structured yearly payments commencing from
Term Loans from Banks* 1,198.00
April 2023 to March 2027
27 Structured Quarterly repayment commencing
Term Loans from Banks** 1,397.99 5,093.99
from Jun 2018 to September 2025
Non Convertible debentures (NCD) from 26 Structured Halfyearly repayment commencing
9,288.02 -
Banks** from October 2022 to March 2035
Compulsorily Convertible Debentures(CCD)
9,178.93 - Fully Convertible on 31st March 2035
from Banks**
48 Structured Monthly repayment commencing from
Term Loans from Others** 140.00 3,214.61
April 2023 till March 2027
4 Equal yearly repayment commencing from
Term Loans from Others** 659.98 5,857.87
September 2027 to March 2029
Non Convertible debentures(NCD) from 26 Structured Halfyearly repayment commencing
2,846.72 -
Others** from October 2022 to March 2035
Compulsorily Convertible Debentures(CCD)
2,805.80 - Fully Convertible on 31st March 2035
from Others**
Bullet repayment on 31-Dec-2035. The loan carries
Unsecured loan 299.20 - interest rate at 0.10% p.a payable half yearly from
March 2023 till December 2035
Total 26,616.64 15,364.47
Security
*Primary Exclusive charge on 5 Wind Electric Generator of 1.5 MW
**First Paripassu charge on Pooled Assets ie., all movable (both fixed, current and non-current) Immovable assets of the
company and Corporate Guarantee of
MARK AB LLC Dubai, Mark AB Capital Investments India Private Limited ,SVL Ltd and SVL Trust.However, the Corporate
Guarantees of SVL ltd and SVL Trust shall be released after 18 months from the date of RP , if there is no default for a
consecutive period of 12 months as defined in RBI Circular dated 7th June 2019.
24.2 Implementation of Resolution Plan
The Company submitted 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”), which was approved by the consortium lenders and implemented
on 30th September 2022.
The key features of the Resolution Plan are as follows:

Annual Report 2022-23 197

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
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 26.48% 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 in liee of Corporate Guarantees of
SVL Ltd and SVL Trust. However, the Corporate Guarantees of SVL ltd and SVL Trust shall be released after 18 months
from the date of RP , if there is no default for a consecutive period of 12 months as defined in RBI Circular dated 7th
June 2019.
6. Continuation of Margin of 15% on stock and book debts and cover period of 270 days for receivable.
The Company has accounted for the CCD and NCD as per IND AS 109- Financial Instruments
The CCD and NCD have been classified as financial liability as there is contractual obligation to deliver cash over a period of
14 years in terms of repayment of principal and interest. CCD and NCD are initially recognised at amortised cost using the
effective interest method at 9.00%. The resultant gain or loss at initial recognition is recognised as exceptional gain in the
statement of profit and loss. (Also refer Note no 42)

Particulars Nature of Period of Delay Amount of Remarks

payment default
Central Bank 1 - 61 days 24.00
IFCI WCTL 1 - 61 days 12.56 Interest has been paid subsequently in
Interest
IFCI FITL 1 - 61 days 1.88 FY 2022-23
BOM - Covid Loan 1 - 82 days 4.00
24.3 During the year, the Company has obtained unsecured loan amounting to Rs.900 Lakhs. The terms of repayment is bullet
repayment of principal on 31-Dec-2035. The loan carries interest rate at 0.10% p.a payable half yearly from March 2023 till
December 2035. The said loan has been recognised at amortised cost and the resultant gain on initial recognition is credited
to the statement of profit and loss
24.4 The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender during the
current period.
24.5 The Company has utilised the funds as per the terms of the Borrowings.

25 Other financial liabilities As at As at

31 March 2023 31 March 2022
Sundry Creditors- Retention 4,024.26 4,465.38
Total 4,024.26 4,465.38
Sundry Creditors - Retention
As on 31-03-2023

Particualrs Outstanding for following periods from due date of payaments

Not due Less than 1-2 years 2-3 years More than Total
1 year three year
(i) MSME - - - - - -

198 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Particualrs Outstanding for following periods from due date of payaments

Not due Less than 1-2 years 2-3 years More than Total
1 year three year
(ii) Others 4,024.26 - - - - 4,024.26
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 4,024.26 - - - - 4,024.26
As on 31-03-2022

Particualrs Outstanding for following periods from due date of payaments

Not due Less than 1-2 years 2-3 years More than Total
1 year three 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

26 Long Term Provisions As at As at

31 March 2023 31 March 2022
Provision for gratuity ( Refer Note 46) 479.77 540.50
Total 479.77 540.50

27 Other non-current liabilities As at As at

31 March 2023 31 March 2022
Contract Liabilities
Advance from Customers 2,078.30 2,202.91
Total 2,078.30 2,202.91

28 Short -term borrowings (Secured unless otherwise stated) As at As at

31 March 2023 31 March 2022
From bank
- Cash Credit and Overdraft facilities 7,952.75 42,731.22
- Working Capital Demand Loans 5,129.28 17,014.48
- Demand Loan - Covid Emergency loan - 191.95
- 'Interest accrued and due - 7,405.38
Current Maturities 156.00 7,465.00
Non Convertible debentures(NCD) 83.37 -
Compulsorily Convertible Dentures(CCD)
FITL- Moratorium Interest - 1,272.62
From Financial Institutions

Annual Report 2022-23 199

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

28 Short -term borrowings (Secured unless otherwise stated) As at As at

31 March 2023 31 March 2022
-Cash Credit and Overdraft facilities 264.78 582.33
Funded Interest Term Loans - 76.00
-Current Maturities - 5,724.00
Non Convertible debentures(NCD) 21.20 -
Compulsorily Convertible Dentures(CCD)
From others (Unsecured) 359.20 -
Total 13,966.58 82,462.97
28.1 Secured by First Paripassu charge on Pooled Assets ie., all movable (both fixed, current and non-current) Immovable assets
of the company and Corporate Guarantee of MARK AB LLC Dubai, Mark AB Capital Investments India Private Limited ,SVL
Ltd and SVL Trust.However, the Corporate Guarantees of SVL ltd and SVL Trust shall be released after 18 months from the
date of RP , if there is no default for a consecutive period of 12 months as defined in RBI Circular dated 7th June 2019.
The Company has defaulted in repayment of interest in respect to the following ,prior to the implementation of RP

Bank / Financial institution name Cash credit WCDL FITL Period of Delay Remarks
Punjab National Bank 0.21 0.31 -
State Bank Of India 0.95 - -
Union Bank 0.09 - -
Yes Bank 0.02 0.04 -
Axis Bank 0.05 0.07 -
Bank of Baroda 0.06 0.09 -
Bank Of India 0.04 0.07 -
Bank Of Maharashtra 0.10 - - Interest has been paid
Central Bank Of India 0.17 0.26 - 1- 214 days subsequently in FY
DBS Bank 0.22 - - 2022-23

Federal Bank Limited 0.04 0.07 -

ICICI Bank Limited 0.01 0.01 -
IDBI Bank Limited 0.48 - -
IFCI Factors 0.04 - 4.69
Indian Bank 0.12 - -
Indusind bank 0.07 0.11 -
ARCIL 0.25 - -
28.2 The quarterly statements filed by the Company with the banks and financial institutions are in agreement with the books of
accounts
28.3 The Company has utilised the funds as per the terms of the Borrowings. Also, the Company has not used funds raised on
short term basis for long term purpose.
Net Debt Reconciliation

Particulars As at As at
31 March 2023 31 March 2022
Cash & Cash equivalents 3,304.59 582.67

200 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Particulars As at As at
31 March 2023 31 March 2022
Non Current Borrowings (26,616.64) (15,364.47)
Current Borrowings (13,966.58) (82,462.97)
Net Debt (37,278.63) (97,244.77)

Particulars Cash & Cash Non Current Current Total

equivalents Borrowings Borrowings
Net Debt as on 1st April, 2021 840.86 (20,072.84) (58,839.27) (78,071.25)
Cash Flows (258.19) - - (258.19)
Proceeds from availments - - (13,767.07) (13,767.07)
Repayments - 6,420.12 - 6,420.12
Interest paid/accrued - (1,711.75) (9,856.63) (11,568.38)
Net Debt as on 1st April, 2022 582.67 (15,364.47) (82,462.97) (97,244.77)
Cash Flows 2,721.92 - - 2,721.92
Proceeds from availments - (16,488.98) (359.20) (16,848.18)
Repayments - - 48,247.99 48,247.99
Gain on restructuring/ fair value - - 20,248.40 20,248.40
Interest paid/accrued - 5,236.81 359.19 5,596.00
Net Debt as on 31st March, 2023 3,304.59 (26,616.64) (13,966.58) (37,278.63)

29 Trade payables As at As at
31 March 2023 31 March 2022
Total outstanding dues of creditors to micro enterprises and small enterprises - -
Total outstanding dues of creditors other than micro enterprises and small
enterprises
Acceptances 9,605.31 323.42
Trade Payables 28,351.71 33,644.80
Total 37,957.02 33,968.22
29.1 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.
29.2 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 2023 31 March 2022
(a) Amount remaining unpaid to any supplier at the end of each accounting
- -
year:Principal & Interest

Annual Report 2022-23 201

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Particulars As at As at
31 March 2023 31 March 2022
(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.
29A Ageing Trade payable ageing
As on 31-03-2023

Particulars Outstanding for following periods from due date of payaments

Not due Less than 1 1-2 years 2-3 years More than Total
year three year
(i) MSME - - - - - -
(ii) Others 14,708.23 2,405.90 4,837.46 1,146.50 12,815.40 35,913.49
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - 32.09 237.13 1,774.31 2,043.53
Total 14,708.23 2,405.90 4,869.55 1,383.63 14,589.71 37,957.02
As on 31-03-2022

Particulars Outstanding for following periods from due date of payaments

Not due Less than 1 1-2 years 2-3 years More than Total
year three year
(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

30 Other Financial Liabilities As at As at

31 March 2023 31 March 2022
Other payables* 1,625.07 1,875.25
Total 1,625.07 1,875.25
*included employee dues and other routine payable for expenses

31 Other current liabilities As at As at

31 March 2023 31 March 2022
Statutory dues payable 223.27 141.84
Advance Billing 222.68 548.11

202 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

31 Other current liabilities As at As at

31 March 2023 31 March 2022
Total 445.95 689.94

32 Contract Liabilities As at As at
31 March 2023 31 March 2022
Advance from customers 3,432.75 5,934.03
Total 3,432.75 5,934.03

33 Short Term Provisions As at As at

31 March 2023 31 March 2022
Provision for gratuity (Refer note 46) 21.02 23.70
Provision for Compensated Absences (Refer note 46) 246.83 480.83
Other provision 128.52 128.67
Total 396.37 633.19

34 Revenue from operations 2022-23 2021-22

Revenue from Engineering and Construction Contracts 37,884.66 32,944.17
Company’s share in profit of Integrated Joint Ventures - 1.48
Total 37,884.66 32,945.65
34.1 Revenue for the current year (2022-23) includes Nil (Previous year 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.
34.2 Unsatisfied performance obligation: Management expects that the transaction price allocated to partially or fully unsatisfied
performance obligation of `1,10,900 lakhs (Order book value) (March 31, 2022: ` 1,19,664 Lakhs) will be recognised as
revenue over the project life cycle.

35 Other income 2022-23 2021-22

Interest income
- Margin Money deposits 283.42 280.01
- Income tax refund 29.30 316.91
Fair Value gain on Unsecured loan (Refer note 24.3) 613.58
Liabilities written back 911.59 38.92
Miscellaneous income 165.26 477.58
Total 2,003.15 1,113.42

36 Erection, Construction & Operation Exps 2022-23 2021-22

Cost of Materials and Labour 30,507.81 28,791.73
Other Contract Related Costs 1,397.22 210.50
Total 31,905.03 29,002.23
36.1 Cost of Materials and Labour for the year ended March 31, 2023 includes NIL lakhs (Year Ended March 31, 2022 Rs. 8,624
Lakhs) being proportionate share of cost relating to the Mokul Shriram EPC JV( MSJV) project in Basra, Iraq.

Annual Report 2022-23 203

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

37 Change in Inventories of Contract WIP 2022-23 2021-22

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

38 Employee benefits expense 2022-23 2021-22

Salaries,wages,bonus and other allowances 3,020.16 3,194.97
Contribution to Provident and Other funds 197.83 196.18
Contribution to Gratuity ( Refer Note 46) 76.35 133.37
Staff welfare expenses 45.81 174.92
Total 3,340.15 3,699.44

39 Finance costs 2022-23 2021-22

Interest on Cash Credits* 2,993.93 7,788.18
Interest on Term Loans * 715.08 1,711.75
Interest on CCD, NCD 54.07 -
Interest - Others 405.88 628.71
Interest on financial liabilities measured at Effective interest rates(INDAS) 1,841.73 1,416.60
Interest on Lease Liabilities 29.06 23.13
Total 6,039.75 11,568.38
*Consequent to implementation of resolution plan, Interest waiver (July’22 – September’22) of Rs. 2,176 Lakhs has been adjusted
against Finance cost for the year ended March 31, 2023.

40 Depreciation and amortization expense 2022-23 2021-22

Depreciation on Property, Plant and Equipment (Refer Note 6A) 546.92 548.87
Amortization of Intangible Assets (Refer Note 7) 4.04 4.04
Amortization of Right to use assets (Refer Note 6B) 63.77 29.76
Total 614.73 582.66

41 Other expenses 2022-23 2021-22

Electricity and water 521.29 119.24
Rates and taxes 233.65 59.12
Rent 68.86 105.26
Repairs and Maintenance:
Building 12.06 14.66
Plant and Machinery, Equipments 39.53 56.67
Others 12.94 20.01

204 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

41 Other expenses 2022-23 2021-22

Auditors' Remuneration (Refer note 41.1 below) 47.63 34.32
Bank Charges, Letter of Credit / Guarantee charges 700.08 965.93
Travel and conveyance 334.46 343.12
Insurance premium 125.49 192.75
Printing & Stationery 16.31 20.98
Communication, broadband and internet expenses 22.79 29.27
Sitting Fees 11.70 8.70
Consultancy charges 410.09 391.00
Legal Expenses 172.32 105.86
Advertisement 46.48 22.32
Bad Debts 1.61 103.35
Company’s share in Loss of Integrated Joint Ventures 10.36 -
Donation 0.14 0.08
Provision for doubtful trade and Other receivables 722.19 1,831.49
Provision for Contract Assets 4,968.59 -
Loss on Sale of assets 336.27 99.18
Others 456.87 165.97
Total 9,271.71 4,689.27
41.1 The following is the break-up of Auditors remuneration (exclusive of GST)

As auditor: 2022-23 2021-22

Statutory audit 27.00 27.00
Other matters 20.54 6.00
Reimbursement of expenses 0.09 1.32
Total 47.63 34.32

42 Exceptional Items-(income)/ expense 2022-23 2021-22

Gain on Debt restructuring (Refer Note 24.2) (19,634.82) -
Provision for trade, other receivables and contract assets - 6,361.26
Contract assets written off 5,819.69 -
Total (13,815.13) 6,361.26
42.1 (i) Year ended March 31, 2023 includes an amount of Rs. 19,634.82 Lakhs resulting from implementation of Resolution
Plan with the lenders , on account of reduction in interest cost with effect from October 01, 2020 till June, 30, 2022, the
difference between the carrying amounts of the facilities before restructuring as at September 30, 2022 and the fair
values of the new facilities recognised as income in accordance with INDAS 109 - Financial Instruments.
(ii) During the year ended March 31, 2023,contract assets amounting to Rs. 5819.69 lakhs was written off, in respect
of projects stopped by the client consequent to an order of the National Green Tribunal restraining the client from
proceeding with the project and on account of wrongful termination of a contract and consequent legal disputes /
arbitration proceedings initiated during the year in respect of projects with the customers.
(iii) During the previous year ended March 31, 2022 represents provisions for trade, other receivables and contract assets
amounting to Rs. 6,361.26 lakhs , based on estimation of potential stress on project completion and collections,
considering the continuing impact of COVID 19 pandemic.

Annual Report 2022-23 205

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
43 Income Tax
(A) Components of Deferred Tax Assets and Liabilities recognised in Balance Sheet:
31.03.2023

Particulars Balance as at Recognized in Recognized in Balance as at

April 1, 2022 profit or loss OCI during March 31, 2023
during 2022-23 2022-23
Deferred tax assets
Expenditure allowed on payment basis for Income
365.17 (123.67) 19.73 261.23
tax purpose
Impairment loss on Financial Assets and Contract
3,912.73 1,255.22 - 5,167.95
Assets
Deferred tax asset on account of unabsorbed losses
39,645.00 (4,235.38) - 35,409.62
and depreciation allowance (Refer Note- 44 (B)(b))
43,922.90 (3,103.83) 19.73 40,838.80
Deferred tax liabilities
On Property, Plant and Equipment 577.40 (62.15) - 515.25
On Others -
577.40 (62.15) - 515.25
Deferred tax asset, net 43,345.50 (3,041.68) 19.73 40,323.55
(B) The Company has business losses 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 amounting to Rs. 1,37,510.14 lakhs, the Company has
recognised Deferred Tax Asset (DTA) on a carry forward loss of Rs. 1,11,216.10 lakhs in an earlier year resulting in DTA of Rs.
33,289.92 lakhs (March 31, 2022 - Rs. 39,645 Lakhs). During the current year, the company has written off DTA amounting
to Rs. 3,021.95 lakhs(net) due to carry forward business losses which is expiring by AY relevant to accounting year ended
March 31, 2023. 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. The auditors have qualified this matter in their report
for the year ended March 31, 2023.
31-03-2022

Particulars Balance as at Recognized in Recognized in Balance as at

April 1, 2021 profit or loss during OCI during March 31, 2022
2021-22 2021-22
Deferred tax assets
Expenditure allowed on payment basis for Income
338.58 32.05 (5.46) 365.17
tax purpose
Impairment loss on Financial Assets and Contract
3,937.69 (24.96) - 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)(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

206 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Particulars Balance as at Recognized in Recognized in Balance as at

April 1, 2021 profit or loss during OCI during March 31, 2022
2021-22 2021-22
Deferred tax asset, net 47,623.70 (4,272.74) (5.46) 43,345.50
(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.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 the current year, the company has written off DTA amounting to Rs. 4,278
lakhs(net) due to carry forward business losses which is expiring by AY relevant to accounting year ended March 31, 2022.
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 Tax 2022-23 2021-22

Current Tax - -
Deferred Tax (3,021.95) (4,278.00)
Total (3,021.95) (4,278.00)

(E) Reconciliation of tax charge 2022-23 2021-22

(a) Profit/(Loss) before tax 2,531.57 (22,092.37)
(b) Corporate Tax Rate as per Income Tax Act, 1961 34.94% 34.94%
(c) Tax on Accounting Profit/(loss)  (c) = (a) * (b) 884.53 (7,719.07)

(d) Tax adjustments 2022-23 2021-22

(i) Tax on Non-deductible item for tax purpose - (1,808.36)
(ii) Tax effect on expiry of carry forward losses (2,738.79) (7,500.00)
(iii) Tax effect of losses of current year on which no deferred tax benefit is
- (2,095.59)
recognised
(iv) Tax effect on utilisation of carry forward losses (1,496.60) -
(v) Tax effect of differential tax rates 224.19 (513.39)
(vi) Tax effect of various other items 1,873.78 (79.74)
Total effect of Tax Adjustments (2,137.42) (11,997.07)
(e) Tax expenses recognised during the year (e) = (d) - (c) (3,021.95) (4,278.00)
(F) There is no provision for tax in view of the brought forward losses/unabsorbed depreciation relating to earlier years, available
for set off, while computing income, both under the provisions of 115 JB and those other than section 115 JB of the Income
Tax act 1961
(G) Unrecognised deductible temporary differences, unused tax losses

Particulars 2022-23 2021-22

- Unused tax losses 6,201.00 8,729.00
Total 6,201.00 8,729.00
1

Expiry period Unused Tax Loss (Rs. Lakhs)

2023-24 to 2029-30 6,201.00
2 The Company has business loss which are allowed to be carried forward and set off against the available future taxable
income under Income Tax Act, 1961. No Deferred Tax asset has been recognised on this considering no reasonable certainty

Annual Report 2022-23 207

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
44 Basic and Diluted Earnings Per Share (EPS) computed in accordance with Indian Accounting Standard (Ind AS) 33 “Earnings
Per Share”:

Particulars Year ended Year ended

31st March 2023 31st March 2022
Basic EPS
Profit/ (Loss) after Tax as per Accounts (` lakhs) A (490.38) (26,370.37)
Weighted Average Number of Equity Shares Outstanding B 12,240.86 9,715.29
Basic EPS (`) A/B (0.04) (2.71)

Diluted EPS
Profit/ (Loss) after Tax as per Accounts (` lakhs) (490.38) (26,370.37)
Add: Interest cost on CCD 777.12 -
Profit/ (Loss) after Tax as per Accounts (` lakhs) for diluted EPS A 286.74 (26,370.37)
Weighted Average Number of Equity Shares Outstanding 12,240.86 9,715.29
Weighted Average Number of sharees upon conversion of CCD 125.81 -
Weighted Average Number of Equity Shares Outstanding for Diluted EPS B 12,366.67 9,715.29
Diluted EPS* (`) A/B* (0.04) (2.71)
* Since the diluted EPS as per computation is anti dilutive , diluted EPS is taken as basic EPS.
45 Disclosures pursuant to EPC Contracts:

S. No Particulars Year ended Year ended

31st March 2023 31st March 2022
1 Contract revenue recognised for the financial year 37,884.66 32,944.17
Aggregate amount of Contract costs incurred and recognized profits (less
2 31,905.03 29,250.43
recognized losses) upto the reporting date
3 Advances received for contracts in progress 5,511.05 8,136.94
4 Retention amount by customers for contracts in progress 28,020.65 28,718.62
5 Gross amount due from customers for contract work (Asset) 80,598.49 83,664.76
6 Gross amount due to customers for contract work (Liability) 222.68 548.11
46 Disclosure pursuant to Ind AS 19 "Employee Benefits"
(A) Defined Contribution Plans

During the year, the Company has recognized the following amounts in the 31st March 2023 31st March 2022
Statement of Profit and Loss
Employers’ Contribution to Provident Fund and Employee State Insurance
197.83 196.18
(Refer note 38)
(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.

208 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will
Interest risk 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.
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
Salary Escalation Risk
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.
The Company has used certain mortality and attrition assumptions in valuation of the liability.
Demographic Risk 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, 2023 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.

i) Actuarial assumptions 31st March 2023 31st March 2022

Discount rate (per annum) 7.20% 7.28%
Rate of increase in Salary 5% 5%
Expected average remaining working lives of employees (years) 12.70 12.80
Attrition rate 3.00% 3.00%
ii) Changes in the present value of defined benefit obligation

Gratuity Long Term Compensated

Absences
2022-23 2021-22 2022-23 2021-22
Present value of obligation at the beginning of the year 564.20 583.13 480.83 385.95
Interest cost 33.93 35.62 32.26 25.05
Past service cost
Current service cost 42.42 97.76 139.01 380.31
Curtailments
Settlements
Benefits paid (196.14) (136.70) (75.43) (47.95)
Actuarial gain on obligations 56.38 (15.61) (329.84) (262.53)
Present value of obligation at the end of the year* 500.79 564.20 246.83 480.83
*Included in provision for employee benefits (Refer notes 26 and 33)
iii) Expense recognized in the Statement of Profit and Loss

Gratuity Long Term Compensated

Absences
31st March 31st March 31st March 31st March
2023 2022 2023 2022
Current service cost 33.93 35.62 139.01 380.31
Past service cost
Interest cost 42.42 97.75 32.26 25.05
Expected return on plan assets

Annual Report 2022-23 209

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

Gratuity Long Term Compensated

Absences
31st March 31st March 31st March 31st March
2023 2022 2023 2022
Actuarial gain on obligations 56.38 (15.61) (329.84) (262.53)
Settlements -
Curtailments - -
Total expenses recognized in the Statement Profit and Loss 76.35 133.37 (158.57) 142.83
Total expenses recognized in OCI 56.38 (15.61)
iv) Assets and liabilities recognized in the Balance Sheet:

Gratuity Long Term Compensated

Absences
2022-23 2021-22 2022-23 2021-22
Present value of unfunded obligation as at the end of the year (500.79) (564.20) (246.83) (480.83)
Unrecognized actuarial (gains)/losses - - - -
Unfunded net liability recognized in Balance Sheet* (500.79) (564.20) (246.83) (480.83)
*Included in provision for employee benefits (Refer notes 26 and 33)
v) A quantitative sensitivity analysis for significant assumption as at 31 March 2023 is as shown below:

Impact on defined benefit obligation 2022-23 2021-22

Discount rate
0.5% increase -3.08% -2.86%
0.5% decrease 3.27% 3.04%

Rate of increase in salary

0.5% increase 3.27% 3.04%
0.5% decrease -3.08% -2.86%

vi) Maturity profile of defined benefit obligation 2022-23 2021-22

Period
By the end of the First Year 105.03 167.89
Between Year 1 and Year 2 70.24 11.21
Between Year 2 and Year 3 20.37 69.93
Between Year 3 and Year 4 42.28 99.03
Between Year 4 and Year 5 76.82 45.28
Between Year 5 and Year 10 285.78 374.94
47 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. Applied the short-term leases exemptions to leases with lease term that ends within 12 months of the date of initial
application

210 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
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. lessee 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%.
Maturity analysis of lease liabilities

Particulars 31st March 2023 31st March 2022

Within one year 98.45 36.60
After one year but not more than five years 163.30 195.58
More than five years 88.74 106.40
Amounts recognised in the Statement of Profit and Loss:

Particulars As at As at
31 March 2023 31 March 2022
Amortization expense of right-of-use assets 63.77 29.76
Interest expense on lease liabilities 29.06 23.13
Expense relating to short-term leases (included in other expenses) 68.86 105.26
Total amount recognised in statement profit or loss 161.70 158.14
Amounts recognised in statement of Cash Flows:

Particulars As at As at
31 March 2023 31 March 2022
Total Cash outflow for leases 58.19 36.60
48 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 Ltd (upto 23rd September 2022)
Mark A B Investment LLC (effective from 24th September 2022)
Subsidiary of Entites exercising significant influence over the Company(upto 23rd September 2022)
Bharat Coal Chemicals Limited (BCCL)
Subsidiary of Entites exercising significant influence over the Company( Effective from 24th September 2022)
Mark AB Capital Investment India Private Limited
Enterprises under the joint control of the Entites exercising significant influence over the Company:
Leitwind Shriram Manufacturing Private Limited(upto 23rd September 2022)
Key management personnel
T.Shivaraman - Managing Director (upto 19th September 2022)
M.Amjad Shariff - Joint Managing Director (upto 19th September 2022)
N K Suryanarayanan- Managing Director (effective from 24th September 2022)
Other enterprises under the control of the key management personnel
Orient Green Power Company Limited (upto 20th September 2022)
Bharath Wind Farm Limited (upto 20th September 2022)
Beta Wind Farm Private Limited(upto 20th September 2022)
Amrit Enviornmental Technologies P Ltd(upto 20th September 2022)

Annual Report 2022-23 211

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
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:

2022-23 2021-22
(i) Entites exercising significant influence over the Company
SVL Ltd (upto 23rd September 2022)
Transfer of Advances / Receivables 7,433.87 2,793.80
Fund Received (Net) 2,454.85
Mark A B Investment LLC (effective from 24th September 2022)
Amount invested as Equity 35,000.00 -
(ii) Subsidiary of Entites exercising significant influence over the Company
(Effective from 24th September 2022)
MARK AB Capital Investment India Private Limited( Effective from 24th
900.00 -
September 2022)
(iii) Key Management Personnel (KMP)
Compensation of key management personnel
T.Shivaraman (upto 19th September 2022) 119.61 60.40
M.Amjad Shariff (upto 19th September 2022) 79.68 60.15
N K Suryanarayanan( Effective from 24th September 2022) 43.40 -
(iv) 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
(v) Mokul Shriram EPC JV
(a) Larsen & Toubro Limited Shriram EPC JV
Company’s share in profit of Integrated Joint Ventures - 1.48
Company’s share in Loss of Integrated Joint Ventures 10.36 -
Fund Receipts 390.77
(b) Shriram EPC Eurotech Environmental Pvt Ltd - JV
Progressive Billings/ Revenue 121.00 698.18
Expenses reimbursed by the party - 4.51
(c) SEPC DRS ITPL JV
Progressive Billings/ Revenue 102.00 1.99
(d) Mokul Shriram EPC JV
Progressive Billings/ Revenue - 8,624.17
Cost incurred for Materials and Labour - 8,624.17

212 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
(C) Amount due (to)/from related party as on:

(i) Particulars 2022-23 2021-22

Advances / (Borrowings):
MARK AB Capital Investment India Private Limited (Effective from 24th
(900.00) -
September 2022)
Leitwind Shriram Manufacturing Private Limited (Net of Provision for Expected
- 477.77
Credit Loss of ` 9,141.70 Lakhs (March 31, 2022: ` 9,141.70 Lakhs)
Receivables /(Payables):
Amrit Enviornmental Technologies P Ltd 1,966.38 1,966.38
Larsen & Toubro Limited Shriram EPC JV (0.90) (0.90)
Mokul Shriram EPC JV 1,669.28 1,669.28
49 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

As at March 31, 2023 As at March 31, 2022

Within twelve After twelve Total Within twelve After twelve Total
months months months months
Trade Receivables - Note 16 29,206.01 - 29,206.01 37,250.48 - 37,250.48
Other Current Financial Assets - Note 19 123.37 - 123.37 879.25 - 879.25
(B) Current liabilities expected to be settled within twelve months and after twelve months from the reporting date

As at March 31, 2023 As at March 31, 2022

Within twelve After twelve Total Within twelve After twelve Total
months months months months
Acceptances - Note 29 9,605.31 9,605.31 323.42 323.42

Trade and Other Payables - Note 29 28,351.71 28,351.71 33,644.80 33,644.80

Other Current Financial Liabilities -
1,625.07 1,625.07 1,875.25 1,875.25
Note 30
50 Segment reporting
The Chief Operating Decision Maker (CODM) reviews the operations of the Company for the year ended March 31, 2020 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-23 31-Mar-22

Rest of the World
Revenue - 8,624.16
Assets 819.18 819.18
India
Revenue 37,884.66 24,320.01
Assets 1,99,363.18 2,21,502.83
Capital Expenditure 13.91 14.97

Annual Report 2022-23 213

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
51 Expenditure in Foreign Currency

Particulars 31-Mar-23 31-Mar-22

Professsional & Consultancy Fees 19.29 4.85
Material Consumed in Execution of Engineering Contracts - 201.72
Erection ,Construction & Operation Exp 32.02 59.00
Travelling & Conveyance 4.68 3.74
Salaries and wages - 67.95
Others 12.38 154.84
Total 68.37 492.10
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-23
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 through Other value
cost amortised comprehensive
cost income
Assets
Financial Assets Measured at Fair
Value
Investments 9 - - - 40.93 40.93 40.93 - - 40.93
-
Financial Assets not Measured at
-
Fair Value*
Loans 10 697.48 - - 697.48 - - - -
Trade Receivables 11 &16 47,412.26 - - 47,412.26 - - - -
Cash and Cash Equivalents 17 3,304.59 - - 3,304.59 - - - -
Other Bank balances 18 1,730.33 - - 1,730.33 - - - -
Other financial assets 12 &19 1,164.51 - - 1,164.51 - - - -
Total 54,309.17 - - 40.93 54,350.10 40.93 - - 40.93

Liabilities
Financial Liabilities not Measured
at Fair Value*
Non Current Borrowings 24 - - 26,616.64 26,616.64 - - - -
Current Borrowings 28 - - 13,966.58 13,966.58 - - - -
Trade payables 29 - - 37,957.02 37,957.02 - - - -
25 &
Other financial liabilities - - 5,649.33 5,649.33 - - - -
30
Total - - 84,189.57 84,189.57 - - - -

214 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
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 through Other value
cost amortised comprehensive
cost income
Assets
Financial Assets Measured at Fair
Value
Investments 9 - - - 52.72 52.72 52.72 - - 52.72
-
Financial Assets not Measured at
-
Fair Value*
Loans 10 8,131.35 - - 8,131.35 - - - -
Trade Receivables 11 &16 56,018.98 - - 56,018.98 - - - -
Cash and Cash Equivalents 17 582.67 - - 582.67 - - - -
Other Bank balances 18 2,387.49 - - 2,387.49 - - - -
Other financial assets 12 &19 1,970.83 - - 1,970.83 - - - -
Total 69,091.32 - - 69,091.32 - - - -

Liabilities
Financial Liabilities not measured
at fair value*
Non Current Borrowings 24 - - 15,364.47 15,364.47 - - - -
Current Borrowings 28 - - 82,462.97 82,462.97 - - - -
Trade payables 29 - - 33,968.22 33,968.22 - - - -
25 &
Other financial liabilities - - 6,340.63 6,340.63 - - - -
30

Total - - 1,38,136.29 - - - -
1,38,136.29
* The company has not disclosed the fair value for Financial instruments mentioned above because their carrying amounts are a
reasonable approximation of fair value.
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 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.

Annual Report 2022-23 215

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
(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, 2023 - Nil (March 31,
2022 - Nil)
b) Foreign Currency exposure

Particulars 31-Mar-23
Currency Amount in In ` lakhs
Foreign Currency
(In Lakhs)
Bank Balances IQD 2.43 0.13
Trade Payables (including Payables on purchase of fixed assets) EURO 5.74 513.39
Trade and Other Receivables USD 22.18 1,822.12

Particulars 31-Mar-22
Currency Amount in In ` lakhs
Foreign Currency
(In Lakhs)
Bank Balances USD 0.07 5.16
IQD 2.43 0.13
Trade Payables (including Payables on purchase of fixed assets) USD 1.11 84.44
EUR 37.17 41.31
Trade and Other Receivables USD 31.62 2,396.93
Foreign currency sensitivity analysis:
Movement in the functional currencies of the various operations of the Company against major foreign currencies may
impact the Company’s revenues from its operations. Any weakening of the functional currency may impact the Company’s
import payments and cost of borrowings.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate
exposure of a currency and a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%,
which represents Management’s assessment of the reasonably possible change in foreign exchange rates.
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments. The following table details the Company’s sensitivity movement in the increase / decrease in foreign currencies
exposures (net):

216 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
USD Impact

Particulars March 31, 2023

Profit or Loss 0.61
Equity 0.61
IQD Impact

Particulars March 31, 2023

Profit or Loss 0.04
Equity 0.04
EUR Impact

Particulars March 31, 2023

Profit or Loss 0.74
Equity 0.74
(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:

Annual Report 2022-23 217

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
31-Mar-23

Particulars Estimated Provision/ Carrying

Gross Carrying Expected Credit amount net of
Amount at Loss impairment
default provision
Trade receivables 38,507.62 (9,301.61) 29,206.01
Contract Assets 78,215.17 (4,968.58) 73,246.59
Advances to Suppliers 16,490.92 (1,640.30) 14,850.62
31-Mar-22

Particulars Estimated Provision/ Carrying

Gross Carrying Expected Credit amount net of
Amount at Loss impairment
default provision
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) 13,352.10
Reconciliation of Provision and Expected Credit Loss

Particulars Trade Contact Asset Advances to

receivables suppliers
Provision and Expected Credit Loss on March 31, 2022 9,075.87 3,321.01 1,640.30
Written Off (3,321.01)
Allowance for Doubtful Debts 289.07 4,968.59 -
Provision and Expected Credit Loss on March 31, 2023 9,364.94 4,968.59 1,640.30
(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.
The table below summarizes the maturity profile of the Company’s financial liabilities:

31-Mar-23 Within 12 More than 12 Total

months months
Short term borrowings 13,966.58 - 13,966.58
Long-term borrowings - 26,616.64 26,616.64
Trade payables 17,114.13 20,842.89 37,957.02
Other financial liability 1,625.07 4,024.26 5,649.33
32,705.78 51,483.79 84,189.57

218 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)

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 33,968.26
Other financial liability 1,875.25 4,465.38 6,340.63
1,11,212.45 26,923.86 1,38,136.31
54 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-23 31-Mar-22

Total equity (i) 1,08,809.16 73,946.62

Total debt (ii)
Cash and Cash Equivalents (iii) 40,583.22 97,827.44
Net Debt (iv) = (ii) - (iii) 3,304.59 582.67
Total Capital (v) = (i) + (iv) 1,46,087.79 1,71,191.39
Net Debt to Capital ratio (iv)/ (v) 0.26 0.57
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2023
and 31 March 2022.
55 Disclosures pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets”
Movement in Provisions:

Particulars Provision for Expected Credit Provision for

Losses Advances
Current Non-Current Current
Opening Balance as on April 01, 2022 12,396.88 13,900.14 1,640.30
Add: Additional Provision during the year 1,873.30 433.12 -
Less: Movement on Account of Transfer of advances to Group
- -
Companies
Closing Balance as on March 31, 2023 14,270.18 14,333.26 1,640.30

Annual Report 2022-23 219

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
56 Assets under charge for borrowings
The carrying amounts of assets under charge for current and non-current borrowings are:

31-Mar-23 31-Mar-22

Current assets
Contract Assets 73,246.59 79,708.75
Trade receivables 24,241.10 28,057.27
Cash and cash equivalents 3,285.33 548.27
Other bank balances 1,730.33 2,387.49
Other current assets 5,755.25 6,870.23
Assets classifies as held for sale - 596.06
Total Current assets under charge 127,348.38 141,456.81
Total Non-Current assets 72,833.98 80,865.20
Total Assets under charge 200,182.36 222,322.01
Sanctioned limit with various Banks for various facilities has been Secured by First Paripassu charge on Pooled Assets ie.,
all movable (both fixed, current and non-current) Immovable assets of the company and Corporate Guarantee of MARK AB
LLC Dubai, Mark AB Capital Investments India Private Limited ,SVL Ltd and SVL Trust.However, the Corporate Guarantees of
SVL ltd and SVL Trust shall be released after 18 months from the date of RP , if there is no default for a consecutive period
of 12 months as defined in RBI Circular dated 7th June 2019.
The quarterly statements filed by the Company with the banks and financial institutions are in agreement with the books of
accounts
57 Commitments

As at As at
31 March 2023 31 March 2022
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 2023 31 March 2022
a) Claims against the Company not acknowledged as debts* 10,188.40 15,835.06
b) C
 entral 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
3,166.00 9,669.88
provided for*
d) Bank Guarantees given to Customers for performance and advances # 33,636.06 32,002.18
*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.
“#In respect of matters at (d), the cash outflows, if any, could generally occur up to two years, being the period over which
the validity of the guarantees extends.
59 There are no transactions with vendors under the Micro, Small and Medium Enterprises Development Act, 2006, this has
been determined on the basis of information available with the Company

220 Annual Report 2022-23

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
60 The Company (SEPC) and Twarit Consultancy Services Private Limited (TCPL) were the Respondents in respect of an
International Arbitration before The Singapore International Arbitration Centre (SIAC) filed by GPE (INDIA) Ltd, GPE
JV1Ltd, Gaja Trustee Company Private Ltd (the Claimants) in connection with the investments made by the claimants
in an associate company of the Company. SIAC vide its award dated January 07, 2021 awarded damages jointly
and severally on the Respondents to the tune of Rs.19,854.10 lakhs and a sum of SGD 372,754.79 towards Arbitration
expenses. These are to be paid along with simple interest @ 7.25% pa from July 21, 2017 until the date of payment.
The Respondents preferred an appeal before the High Court of Republic of Singapore against the award of SIAC
and the same is held in favour of the claimants. Recognition and Enforcement petition was filed by the claimants
before Madras High Court which recognised the foreign award subject to obtaining of prior approval from the
RBI. Aggrieved by this the claimants have moved the Supreme Court for certain directions which is pending.
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 liability arising out of any Suits, Proceedings, Disputes,
Damages payable by the Company on any defaults arising out of the above.
61 
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, which has allowed the claims and directed ECGC
to pay a sum of Rs. 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.
62 The Company has incurred net loss before exceptional items during the year ended March 31, 2023 amounting to Rs.
11,925.42 Lakhs and as of that date accumulated losses is aggregating to Rs. 2,15,649.26 Lakhs. Resolution Plan submitted
in accordance with the requirement set out in the circular issued by the Reserve Bank of India No RBI/20119/203DBR.
No>BP.BC.45/21.04.048./2018-19 dated June 07, 2019 has been approved and implemented by Company and Lenders on
September 30, 2022. Considering the positive developments of implementing the resolution plan, infusion of equity by the
investor, completion of Rights issue post year-end and the change in management, additional funding by Investor for working
capital together with plans to meet financial obligations in future out of the cash flows from execution of the pipeline of
orders in hand, business plans,sanctioned non-fund based facilities etc,the financial statements are prepared on a going
concern basis.
63 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.
64 
Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act,
1956,
The Company does not have transactions with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956 , during the year
65 Utilisation of Borrowed funds and Securities Premium:
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

Annual Report 2022-23 221

Notes forming part of the Consolidated Financial Statements for the Year ended March 31, 2023
(Amount in ` lakhs, unless otherwise stated)
(ii) The Company has not received any fund 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:
a) 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
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
66 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.
67 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.
68 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.)
69 Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
70 Registration of charges or satisfaction with Registrar of Companies (ROC)
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
71 During March 2023,the Company has obtained Services Investment License to incorporate a 100% subsidiary namely - SIBC
Limited Company, in Saudi Arabia for the purpose of exploiting the market potential in the kingdom of Saudi Arabia as well
as strengthen the presence in Gulf Cooperation Council region (GCC) using Company’s qualifications and promoter MARK
AB experience in that region.
72 Subsequent events
Pursuant to the approval of the Board of Directors of the Company at its Meeting held on December 27, 2022 final Letter of
Offer (LOF) was filed with the Stock Exchanges on March 23, 2023 for Issue of 4,99,00,000 Equity Shares under Rights Issue
for an amount aggregating to Rs.4,999 Lakhs. The Rights Issue opened for subscription on April 10, 2023 and closed on April
24, 2023. The Rights Issue Committee, at its Meeting held on May 02, 2023 allotted 4,99,00,000 Rights Equity Shares to the
eligible Shareholders.
73 The Board, duly taking into account all the relevant disclosures made has approved these financial statements in its meeting
held on May 25, 2023.
74 The figures for the previous year have been reclassified/ regrouped wherever necessary for better understanding and
comparability.

222 Annual Report 2022-23

As per our report of even date For and on behalf of the Board of Directors of
For MSKA & Associates SEPC Limited
Chartered Accountants CIN - L74210TN2000PLC045167
Firm Registration No. 105047W

Geetha Jeyakumar N K Suryanarayanan R Ravichandran

Partner Managing Director & CEO Director
Membership No: 029409 DIN: 01714066 DIN: 01920603

T.Sriraman R S Chandrasekharan
Place: Chennai Company Secretary Chief Financial Officer
Date: May 25, 2023 Membership No:A68102

Annual Report 2022-23 223

Notes:

224 Annual Report 2022-23

Notes:

Annual Report 2022-23 225

Notes:

226 Annual Report 2022-23

 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: L74210TN2000PLC04516