Steel Authority of India Ltd.

Comments

Management’s Replies

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

1. We have audited the accompanying standalone financial statements of Steel Authority of India Limited (‘the Company''), which comprise the Balance Sheet as at 31 March 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies, notes other explanatory information (hereinafter referred to as ‘standalone financial statements''), in which are included the returns for the year ended on that date audited by the branch auditors of the Company''s branches listed in Appendix 1.

2. In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the branch auditors as referred to in paragraph 20 below, except for the effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS'') specified under section 133 of the Act read with relevant rules issued there under, of the state of affairs of the Company as at 31 March 2021, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

3. As referred in note 47.2 (a) to the accompanying standalone financial statements, the constitutional validity of the Entry Tax Act has been upheld by the Hon''ble Supreme Court and the matters relating to levy of entry tax are now pending before regular benches of the Supreme Court / Jurisdictional High Courts / assigned authorities. Pending decision by the other Courts, the management is of the view that no adjustment is required in the accompanying standalone financial statements of the Company for the disputed entry tax demand in various states amounting to ''1,373.42 crores as on 31 March 2021. However, in the absence of sufficient appropriate evidence to support the management''s view, we are of the opinion that a provision for entry tax liability should be recognised in the standalone financial statements.

The Nine Judge Bench of the Supreme Court, vide its order dated 11^th November, 2016, upheld the Constitutional validity of the Entry Tax legislations passed by the various States. However, the Bench directed that certain other matters raised by the Petitioners, such as discriminatory rates of tax, tax on goods entering the landmass of India from another country, etc., may be determined by regular benches hearing the matters. Accordingly, various matters raised by SAIL are pending with High Courts and the Supreme Court. Pending decision by the Courts, the disputed Entry Tax liabilities of ''1,373.42 crore have been treated by the Company as Contingent Liability.

4. As referred in note 47.2 (b) to the accompanying standalone financial statements, current assets include advance of ''587.72 crores paid under dispute to Damodar Valley Corporation against the bills raised for supply of power for period upto 31 March 2017. The matter is under litigation with Jharkhand State Electricity Regulatory Commission for finalisation of tariff, pending which, the management is of the view that the amount is fully recoverable and thus no adjustment is required in the accompanying standalone financial statements. However, in the absence of sufficient appropriate evidence to support the management''s contention of recoverability of these balances, we are of the opinion that an allowance for possible non-recoverability of such advance should be created in the standalone financial statements.

The Company''s view is that the cases are sub-judice and pending for adjudication before the various judicial authorities for a long time. Further, the civil appeal filed by DVC pertaining to tariff of 2004-09 against the Order of the Appellate Tribunal for Electricity (APTEL), have been dismissed by the Hon''ble Supreme Court of India vide its Order dated 3^rd December, 2018. Accordingly, State Electricity Regulatory Commission (SERC) will finalise the retail tariff as directed by APTEL, the financial implication of which can only be ascertained after the Tariff fixation by SERC. DVC filed its Retail Tariff Application in November, 2020 along with application for Annual Revenue Requirement before the Jharkhand State Electricity Regulatory Commission for the period 2006-07 to 2011-12 and also seeking adjustment of Revenue Gap/Surplus in the period of 2012-13 to 201415. The Company has also filed their objections

Comments

Management’s Replies

on 28^th December, 2020 to the aforesaid Application of DVC.

The above disputed demands stated at (3) and (4), contested on valid and bonafide grounds, have been treated as contingent liabilities as it is not probable that present obligations exist as on 31^st March, 2021. Therefore, there is no adverse impact on Profit for the year.

5.

mpact of all the above qualifications on the standalone financial statements for the year ended 31 March 2021 is as under:

(''crore)

As at 31^st March, 2021

Particulars

Reported balances

Balances after impact of all the qualifications which are quantified

Other equity

39,364.35

37,896.79

Deferred tax liability

1,253.16

759.58

Other current assets

6,353.97

5,766.25

Other current liabilities

7,555.04

8,928.46

The audit report on the standalone financial statements for the year ended 31 March 2020 was also modified in respect of above matters.

6. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors'' responsibilities for the audit of the standalone financial statements'' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI'') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained and that obtained by the branch auditors, in terms of their reports referred to in paragraph 20 of the Other Matters section below is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matter

7. We draw your attention to the following matters :

(i) note 49.2 to the accompanying standalone financial statements, which describes that the revenue from operations include sales to Government agencies aggregating to '' 6,902.50 crores for the year ended 31 March 2021 (cumulative upto 31 March 2021 of '' 14,952.22 crores) which is recognized on the basis of provisional prices as per the terms of sales with such Government agencies.

(ii) note 49.12 of the accompanying standalone financial statements, which explains the management''s assessment on the valuation and classification of inventories of sub-grade fines and tailings, which were accumulated over several years but gained economic value in the previous year pursuant to an order of the Ministry of Mines, Government of India and accounted for basis the opinion of the Expert Advisory Committee of the Institute of Chartered Accountants of India. The note further explains the management''s assessment made during the year with respect to the volume of such inventories that are expected to be sold / processed after 12 months from the end of the current year and which have accordingly in the current year been classified as non-current inventories in the standalone financial statements.

Our opinion is not modified in respect of these matters.

Key Audit Matters

8. Key audit matters are those matters that, in our professional judgment, and based on the consideration of the reports of the branch auditors as referred to paragraph 20 below, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

9. In addition to the matters described in the Basis for Qualified Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

How our audit addressed the key audit matter

Provisions and contingent liabilities relating to ongoing litigations

The Company is subject to a number of legal, regulatory and tax cases for which final outcome cannot be easily predicted and which could potentially result in significant liabilities.

Our audit procedures included, but were not limited to the following:

- Obtained understanding of the process of identification and measurement of provisions and contingent liabilities relating to ongoing litigations implemented by the Management,

Comments

Management’s Replies

Management''s disclosures with regards to provisions and contingent liabilities relating to ongoing litigations are presented in notes 47.1 and 47.2 read with note 3.18 to the Company''s standalone financial statements.

The assessment of whether a liability is recognised as a provision or disclosed as a contingent liability in the standalone financial statements is inherently subjective and requires significant management judgement in determination of the cash outflows from the business, interpretation of applicable laws and regulations, and careful examination of pending assessments at various levels of regulatory authorities.

Since the amounts involved are significant and due to the range of possible outcomes leading to high estimation uncertainty that requires significant management and auditor judgement, this matter is considered to be a key audit matter for the current year audit.

through various discussions held with Company’s legal and finance personnel.

- Tested the design and operating effectiveness of the controls put in place by the management in relation to assessment of the outcome of the pending litigations.

- Inspected the summary of litigation matters and discussed key developments during the year with the Company’s Legal and Finance personnel.

- Inspected and evaluated, where applicable, external legal and/or regulatory advice sought by the Company. Obtained direct confirmation from the dealing lawyers for certain material ongoing litigations.

- Discussed and challenged the management’s assessment of the likelihood, magnitude and accounting of any liability that may arise in certain material cases. Accordingly, we reviewed the amount of provisions recognized and contingent liabilities disclosed in the standalone financial statements and exercised our professional judgment to assess appropriateness of such conclusions, involving experts as required.

- Evaluated the adequacy of disclosures made in the Company’s standalone financial statements in accordance with the applicable accounting standards.

Property, plant & equipment and intangible assets (including capital work in progress)

As at 31 March 2021 the Company has Property, Plant and Equipment (‘PPE''), Intangible Assets (‘IA’) and Capital Work-in-Progress (‘CWIP'') with carrying values of ''64,115.26 crores, ''1,429.28 crores and ''8,878.48 crores, respectively, as disclosed in note 4, note 7 and note 5 of the accompany standalone financial statements. Refer note 3 for the accounting policies adopted by the Company for recognition and measurement of such non-current assets.

Determination of the carrying values and their respective depreciation and amortisation amounts of PPE, IA and CWIP requires considerable management judgement. These include the decisions to capitalise or expense costs, the annual asset life review, the timeliness of the capitalisation of assets and the use of management’s assumptions and estimates for the determination and measurement of assets retired from active use, in accordance with the requirements of Ind AS 16, Property, Plant and Equipment(‘Ind AS 16’), and Ind AS 38, Intangible Assets (‘Ind AS 38’).

The carrying value of CWIP also includes balances pertaining to long term projects which requires careful examination of continuity and viability of such projects.

Considering the significance of the amounts involved in the context of the balance sheet of the Company and the level of judgements and estimates required, we consider this to be a key audit matter in the current year audit.

Our audit procedures included, but were not

limited to the following:

- Obtained an understanding of the management’s process of recording the transactions pertaining to capital expenditure incurred by the Company and evaluated the accounting policies adopted by the Company in accordance with the requirements of Ind AS 16 and Ind AS 38.

- Tested the design and operating effectiveness of the controls put in place by the management in relation to the above process.

- Tested the amounts capitalised during the year, on a sample basis, by inspecting supporting documents and evaluating whether assets capitalised satisfied the recognition criteria and were recgonised accurately in the correct periods and with correct amounts.

- Reviewed the judgements made by management in determination of carrying values of the specified non-current assets including the nature of underlying costs capitalized, determination of realisable value of the assets retired from active use, the appropriateness of useful lives applied in the calculation of depreciation as determined by technical assessment by management and external technical experts, where required, and evaluation of appropriateness of long standing CWIP balances pertaining to long-term projects.

- Evaluated the appropriateness and adequacy of the related disclosures in the standalone financial statements in accordance with the applicable accounting standards

Comments

Management’s Replies

By-products inventory

Refer to note 3.8 of summary of significant accounting policies and other explanatory information for accounting policy for valuation of by-products amounting to ''5,020.08 crores as at 31 March 2021 and significant accounting judgements, estimates and assumptions related thereto and the note 3.24.4 of the standalone financial statements.

Inventories of by-products mainly consist of subgrade fines, iron and steel scrap embedded in BF slag and LD slag and slime, and tailings containing iron ore fines, which are accumulated in stock piles. Further, as explained in notes 49.12 and 49.13, pursuant to the order of Ministry of Mines, Government of India dated 16 September 2019, certain by-products were allowed to be sold and hence, were valued for the first time in the previous year.

The management of the Company also sought the opinion of Expert Advisory Committee of the ICAI (‘EAC Opinions'') in the previous year and current year on recognition and measurement of byproduct inventories.

Valuation of such items requires management to exercise significant judgement in respect of use of estimates for determination of the quantity, quality and valuation rate of these items.

In the current year, basis the actual volumes of sale of such by-product inventory and expected future sales, the management has classified inventory expected to be sold after 12 months from the date of balance sheet, being the operating cycle of the Company, as non-current inventory.

Owing to the significance of the carrying value of such by-products and the complexities discussed above, we have considered this area as a key audit matter in the current year audit.

Our audit procedures included, but were not limited

to the following:

- Obtained an understanding of the processes and procedures, including controls relating to sub grade fines, iron and steel scrap embedded in BF slag and LD slag and slime containing iron ore fines (‘by-products'').

- Evaluated the accounting policy adopted by the Company for valuation of the by-product inventory in accordance with the requirements of Ind AS 2, Inventory in conjunction with the EAC Opinions obtained by the management.

- In assessing management''s assessment of the value of by-products, we discussed in detail with the management to understand the procedures adopted in ascertaining the quantity and quality (including gradation) of the byproducts considered for valuation.

- Management''s estimate of the NRV was verified with reference to the average selling price (ASP) published by the Indian Bureau of Mines. We also obtained technical analysis report from external experts sought by management for determining the quantity of by-products and the chemical analysis report used by the management for arriving at the quality (including gradation) of fines.

- Obtained management''s working of estimated future sales used for classification of the byproduct inventory between current and noncurrent, and tested the underlying assumptions basis our understanding of the processing and further approvals required for sale of such inventory in addition to evaluating management''s estimates on availability of demand for such by-products.

- Evaluated the appropriateness and adequacy of the related disclosures in the financial statements in accordance with the applicable accounting standards.

Information other than the financial statements and auditors’ report thereon

10. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditors'' report thereon. The Annual Report is expected to be made available to us after the date of this auditors'' report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information included in the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of management and those charged with governance for the standalone financial statements

11. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also

Comments

Management’s Replies

includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

12. In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

13. The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors’ responsibilities for the audit of the standalone financial statements

14. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• 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 as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors'' 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 our auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

• Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of the Company and such branches included in the standalone financial statements, of which we are the independent auditors. For the other branches included in the standalone financial statements, which have been audited by the branch auditors, such branch auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

16. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

17. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Comments

Management’s Replies

18. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other matters

19. The audit of standalone financial statements for the corresponding year ended 31 March 2020 included in the standalone financial statements was carried out and reported jointly by statutory auditors, being M/s V.K. Dhingra & Co., M/s A.K. Sabat & Co., M/s Tej Raj & Pal and M/s. S. Jaykishan who have expressed modified opinion vide their audit report dated 10 July 2020 whose report has been furnished to us and relied upon by us for the purpose of our audit of the standalone financial statements. Our opinion is not modified in respect of this matter.

20. We did not audit the annual financial statements of twelve branches / units / marketing regions included in the standalone financial statements, whose annual financial statements reflects total assets of ''57,626.92 crores as at 31 March 2021 and total revenues of ''24,880.53 crores, total net profit after tax of ''3,100.55 crores, total comprehensive income of ''3,248.23 crores and cash inflows (net) of ''16.38 crores for the year then ended, as considered in the standalone financial statements. These financial statements have been audited by the branch auditors, whose reports have been furnished to us by the management, and our opinion, in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the audit report of such branch auditors. Our opinion is not modified in respect of the above matter with respect to our reliance on the work done by and the reports of the branch auditors.

Report on other legal and regulatory requirements

21. As required by the Companies (Auditor''s Report) Order, 2016 (‘the Order'') issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure 1'' a statement on the matters specified in paragraphs 3 and 4 of the Order.

22. Further to our comments in Annexure 1'', as required by section 143(3) of the Act, based on our audit, and on the consideration of the reports of the branch auditors as referred to in paragraph 20 above, we report, to the extent applicable, that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) except for the effects of the matters described in the Basis for Qualified Opinion section, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) the reports on the accounts of the branches of the Company audited under section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d) the standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e) except for the effects of the matters described in the Basis for Qualified Opinion section, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

f) the provisions of section 164(2) of the Act are not applicable to the Company since the Company is a Government company as defined under section 2(45) of the Act;

g) the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section;

h) with respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure 2''; and

i) with respect to the other matters to be included in the Auditors'' Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the branch auditors as referred to in paragraph 20 above:

i. except for the effects of the matters described in paragraphs 3 and 4 of the Basis for Qualified Opinion section, the standalone financial statements disclose the impact of pending litigations on the standalone financial position of the Company as at 31 March 2021, as detailed in notes 47.1 and 47.2 to the standalone financial statements;

Comments

Management’s Replies

ii. the Company, as detailed in note 43 (C) to the standalone financial statements, has made

provision as at 31 March 2021, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor

The matured deposits have already been claimed

Education and Protection Fund by the Company during the year ended 31 March 2021 except

by the successors/relatives of the individuals but

''1.00 crore pertaining to unclaimed matured deposits which was required to be deposited in

are pending for submission of document of proof

the Investor Education and Protection Fund during the year ended 31 March, 2018 and which

of legal heir by the claimants. Appropriate

has not been deposited till 31 March 2021.

procedure is being followed for refunding the matured deposits to the legal heirs.

23.

As required by section 143(5) of the Act, we given in ‘Annexure 3'', a statement on the matters specified in the directions issued by the Comptroller and Auditor General of India in respect of the Company.

24.

Based on our audit, we report that the provisions of section 197 read with Schedule V to the Act are not applicable to the Company since the Company is a Government company as defined under section 2(45) of the Act. Accordingly, reporting under section 197(16) is not applicable

For Tej Raj & Pal

For S. Jaykishan

Chartered Accountants

Chartered Accountants

Firm Registration No. 304124E

Firm Registration No. 309005E

Sd/-

Sd/-

(CA. P Venugopala Rao)

(CA. Ritesh Agarwal)

Partner

Partner

M.No.010905

M.No. 062410

UDIN:21010905AAAAAP9822

UDIN:21062410AAAAIV5213

Place: Bhubaneshwar

Place: Kolkata

For Walker Chandiok & Co LLP

For K A S G & CO.

Chartered Accountants

Chartered Accountants

Firm Registration No. 001076N/N500013

Firm Registration No. 002228C

Sd/-

Sd/-

For and on behalf of Board of Directors

(CA. Neeraj Sharma)

(CA. Bharat Goel)

Partner

Partner

M.No. 502103

M.No.060069

Sd/-

UDIN:21502103AAAABC3762

UDIN:21060069AAAABE5636

(Soma Mondal)

Place: New Delhi

Place: Kolkata

Chairman

Place: New Delhi

Place: New Delhi

Dated: 10^th June 2021

Date: 1^st September, 2021