c c constructions ltd Auditors report


To the Stakeholders of C & C Constructions limited

Report on the audit of Standalone Financial Statements

For the period ended 07,10.2022 and also for the period 08.10.2022 to 31.03.2023 Corporate insolvency Resolution Process f"ORP"!

The Honble National Company Law Tribunal, Special Bench, New Delhi ("NCLT") on 14th February, 2019 admitted a petition for initiation of Corporate Insolvency and Bankruptcy Process (CIRP) filed by ICICI Bank Limited against ("the Company") and appointed Mr. Navneet Kumar Gupta to act as Interim Resolution Professional (IRP) with direction to initiate appropriate action contemplated with extent provisions of the Insolvency and Bankruptcy Code, 2016 and other related rules and the powers of the board of directors were suspended for the erstwhile management and vested with the Interim Resolution Professional. Subsequently, the members of the committee of creditors confirmed Mr. Navneet Kumar Gupta as the Resolution professional through a majority vote on June 20, 2019.

The Honble National Company Law Tribunal, Principal Bench, New Delhi vide its Order dated

07.10.2022 has ordered liquidation of the company and Mr. Navneet Kumar Gupta was appointed as Liquidator of the company.

Disclaimer of Opinion

We have audited the accompanying Standalone Financial Statements of C & C Constructions Limited, which comprise the Standalone Balance Sheet as at 7th October, 2022 and 31st March 2023, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity for the periods then ended, and a summary of the Standalone Significant Accounting Policies and other explanatory information.

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 other auditors on the separate financial statements/ financial information of the joint operations, of which only profit/loss was considered in the financial statements, and also on the consideration of non-inclusion of some of the joint operations, except for the possible effects of the matters described in the Basis for Disclaimer of Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (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 the Companies (Indian Accounting Standards) Rules, 2015, as amended, except as detailed in para (iv) of Basis for Disclaimer of Opinion, of the state of affairs of the Company as at 7th October, 2022 and as at 31st March, 2023, and its loss (from 01,04.2022 to 07.10,2022) and also its loss (from 08.10.2022 to 31.03.2023) (including other comprehensive income), its cash flows and the changes in equity for the periods ended on that date.

Basis for Disclaimer of Opinion

(i) The Companys accumulated losses are of T2,636.65 Crores as on 07.10,2022 and T2,636.90 Crores as on 31.03.2023 and its Net worth has been eroded. The Company has obligations towards fund-based borrowings aggregating to Tl,913.33 Crores and non-fund based exposure aggregating to T98.92 Crores as on 07.10.2022 as well as on 31.03.2023, operational creditors and statutory dues that have been demanded/recalled by the financial/operating creditors pursuant to ongoing Corporate Insolvency Resolution Process (CIRP). These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Companys ability to continue as going concern and therefore the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The ultimate outcome of these matters, at present, is not ascertainable. Accordingly, we are unable to comment on the consequential impact, if any, on the accompanying standalone financial statements.

(ii) In absence of alternative corroborative evidence in respect of trade receivables including retention, loans & advances, borrowings, trade payable and other payables, we are unable to comment on the extent to which such balances are recoverable/ payable.

(iii) Other current assets (Note No. 13) include Unbilled Revenue (Work-in-progress) of T26.60 Crores (Previous Year- T26.60 Crores). Though all the projects have been closed and there is no possibility of raising bills against the above said unbilled amount, the management has not yet written off the said amount.

(iv) No confirmations of Fixed Deposits with Banks were provided as detailed in Note No. 5 & 11. Some of the Fixed Deposits, as per managements understanding, may have been appropriated by Banks against their dues and others may be under lien of various authorities. In absence of confirmations, we are unable to comment on the recoverability,/ existence of the same.

(v) Similarly, some of the bank balances are subject to confirmations/ reconciliations. In absence of confirmations, we are unable to comment on the balances held with scheduled and non- scheduled banks. Out of total banks balances of T1.5S Crores, confirmations of TO.81 Crores were only provided. A sum of TO.74 Crores is lying in in-operative bank accounts as on 31st March, 2023, Some of the bank accounts are under lien with different Govt. Authorities due to outstanding statutory demands.

(vi) Actuarial valuation, as required by IND AS-19, for Retirement Benefits has not been made. Gratuity & Leave Encashment have been estimated by the management on its own calculations. Total outstanding amount as on 7th October, 2022 of T5.38 Crores and outstanding amount as at the year-end of =\5,25 Crores also include the claims filed by employees and accounted for in the books of accounts for the year ended 31.03.2019 amounting to Rs 3.92 Crores. Hence, actual liability cannot be quantified.

(vii) Periods of default in repayment of borrowing and interest have not been provided in Note 16 of the standalone financial statements to comply with the minimum presentation and disclosure requirement as per the schedule III of the Companies Act, 2013.

(viii) Segment Reporting as disclosed in Note No. 36 is not in accordance with IND AS 108. The company has disclosed segmental information on geographical location of operations. The company has not given the segmental information of Operating Segments.

In view of the matters stated above except para (vii) to (viii) of Basis for Disclaimer of Opinion, we are unable to assess the consequential impact on the standalone financial statements as on 7th October, 2022 and as at the period ended March 31st 2023. The matters stated above in para (vii) to (viii) of Basis for Disclaimer of Opinion give rise to the inappropriateness of use of generally accepted accounting principles that are applicable to the minimum presentation and disclosure requirement as per the schedule III of the Companies Act, 2013. Accordingly, we form a basis of disclaimer of opinion.

Material uncertainty related to Going Concern

The Company has accumulated losses of Rs 2,636.65 Crores as on 7th October, 2022 and Rs 2,636.90 Crores as on 31st March, 2023 resulting into erosion of its net-worth. The Company was undergoing the CIRP process and also NCLT has ordered for liquidation of the company. Per Advice of SCC. (stakeholders consultation committee), the liquidator is attempting to sell the company as going concern, and accordingly, the financier! statements have been prepared using going concern basis of accounting.

Considering the above and matters described in Basis for Disclaimer of Opinion in our report indicate the existence of material uncertainties. Accordingly, we are unable to comment as to whether the going concern basis for preparation of these financial statements is appropriate or not.

Emphasis of matters

Attention is invited to:

a. Note 33.1 to the standalone financial statements, in respect of notice received by the company U/s 276 (B) of the Income tax Act, 1961 for initiation of prosecution proceedings with regard to late deposit of tax deducted at source for the financial years 2012-13, 2013-14, 2014-15 & 2016-17.

b. Note 33.2 to the standalone financial statements, in respect of summon received by the company of levy of damages U/s 14 B of the Employees Provident Funds and Miscellaneous Provisions Act, 1952 aggregating to Rs 0,96 Crores for the period from 2013-2016 and from 2014-2017 and the matter is presently sub-judiced.

c. Under Note No.-22, "Revenue from Contracts with Customers", where the management has stated that the all the projects have been closed or terminated which would effect the going concern status of the company.

d. The company has not appointed an Internal Auditor as required in Rule 13 of The Companies (Accounts) Rules, 2014 as the company is undergoing liquidation process.

Our opinion is not qualified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, 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. We have determined the matters described below to be the key audit matters to be communicated in our report:

s.

No.

Key Audit Matter

How our audit addressed the key audit matter

1.

Recoverability of non-current trade receivables, current trade Receivables, other non-current assets, current loans & other current assets (Refer note 4, 7, 9,12 & 13 of the standalone financial statements)

Our audit procedures included, but were not limited to, the following:
• Obtain an understanding of the management process for assessing the recoverability of noncurrent trade Receivables, other non-current assets, Current Trade Receivables, current loans & other current assets;
The Company, as at 31 March 2023, had non-current trade receivables, current trade Receivables, other non-current assets, current loans & other current assets amounting to Rs 14.65 Crores, Rs 120.90 Crores, Rs 68.95 Crores, Rs 2.60 Crores and Rs 114.86 Crores respectively.
• Discussed extensively with the management regarding impairment indicators and evaluated the design and testing operating effectiveness of controls;
• Assessed the reasonability of judgements exercised and estimates made by management in recognition of these receivables and validating them with corroborating evidence;
Management, based on contractual tenability of the claims, progress of the discussions and relying on the valuation made by independent valuers had made provisions against these assets during the FY 2018-19. For the year under consideration, the Management has determined that no further provision is required to be recognised for these receivables.
• Obtained an understanding of the current period developments for respective claims pending at various stages of negotiations/ discussions/ arbitration/ litigation and corroborating the updates with relevant underlying documents.
Considering the materiality of the amounts involved, uncertainty associated with the outcome of the negotiations/ discussions/ arbitration/ litigation and significant management judgement involved in its assessment of recoverability, this was considered to be a key audit matter in the audit of the standalone financial statements. • Assessed that the disclosures made by the management are in accordance with applicable accounting standards.
2.

Recoverability of Fixed Deposits with Bank (Refer note 5 & 11 of the standalone financial statements)

Our audit procedures included, but were not limited to, the following:
• Discussed extensively with the management regarding impairment/ adjustment of the recoverable amount;
The Company, as at 31 March 2023, had Fixed Deposits with Banks of Rs 0.28 Crores having maturity period of more than twelve months and of Rs 5.86 Crores (including interest accrued on the Fixed Deposits) having maturity period of less than twelve months as on the balance sheet date.
• Assessed the reasonability of judgements exercised and estimates made by management in recognition of these bank fixed deposits;
• Assessed that the disclosures made by the management are in accordance with applicable accounting standards.
Management has decided that no provision is required to be recognised for these receivables though they have stated in the Financials that these Fixed Deposits may have been adjusted by banks against their dues and all the balances are unconfirmed balances.
Considering the materiality of the amounts involved, uncertainty associated with the recoverability, this was considered to be a key audit matter in the audit of the standalone financial statements.

Information other than the financial statements and auditors report thereon

In view of ongoing Corporate Insolvency Resolution Process (CIRP) (now under liquidation), the Resolution Professional (now liquidator) who works under the instructions of CoC/SCC for all significant decisions has ensured completion of these statements and provision of information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report thereon. These reports are generally not available in insolvency processes, and the minutes of CoC/SCC have been shared with us to the extent relevant to the audit procedures and formation of opinion.

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

In connection with our audit of the 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 financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with Governance for the Standalone Financial Statements

The Honble National Company Law Tribunal, Special Bench, New Delhi ("NCLT") admitted on 14.02.2019 a petition for initiation of Corporate Insolvency and Bankruptcy Process (CIRP) filed by financial creditor against the Company and appointed Mr. Navneet Kumar Gupta to act as Interim Resolution Professional (IRP) with direction to initiate appropriate action contemplated with extent provisions of the Insolvency and Bankruptcy Code, 2016 and other related rules. Mr. Navneet Kumar Gupta was later appointed as Resolution Professional (RP). Honble NCLT has ordered for liquidation of the company w.e.f. 07.10.2022 and Mr. Navneet Kumar Gupta has been appointed as Liquidator of the Company. Consequently, the powers of the directors are currently ceased and now vested with Liquidator of the Company.

As per section 134(5), directors are responsible for with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In the view of Liquidation proceedings, the Liquidator has ensured completion of books and preparation of financial statements relying on work and advice of experts and fulfil compliance to the extent practicable and feasible.

In preparing the financial statements, management is responsible for assessing the Companys 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.

Auditors responsibilities for the audit of the financial statements

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 SAs 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.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

i) 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.

ii) Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3){i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls

iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

iv) Conclude on the appropriateness of managements 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 Companys 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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained upto the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors

in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Financial Statements.

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.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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:

a. We have not been provided with Audited Ind AS financial statements of three overseas branches, included in the standalone Ind AS financial statements of the Company, whose financial statements reflect total assets of Rs 98.98 Crores as on 7th October, 2022 and of Rs 97.75 Crores as on 31st March, 2023 and total loss of Rs 2.02 Crores as on 7th October, 2022 and total loss of Rs 0.38 Crores for the period 08.10.2022 to 31.03.2023. We have relied on the statement provided by the Management in this regard.

b. The Management has not included the financials of Twelve Joint Ventures in the standalone Ind AS financial statement of the Company for the year ended 31.03.2023. Decision to not to include these financials was taken for the year ended 31.03.2019. According to the information and explanations provided to us, the promoter company of five Joint Ventures (Isolux Group) has become insolvent in Spain. Operations of some of the Joint Ventures have been discontinued and in some of the running Joint Ventures, the companys investment has suffered reduction in capital account balance in these Joint Ventures. Loss of only three Joint Venture amounting to Rs 4.50 Crores as on 07.10.2022 and profit of these three Joint Ventures amounting to Rs 4,27 Crores has been included, duly audited by other auditors.

Our opinion is not qualified in respect of these mattersRs ;

Report on other legal and regulatory requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report 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 purposes of our audit except the descriptions given in Disclaimer of Opinion paragraph;

(b) 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 unaudited accounts/returns adequate for the purpose of our audit have been received from the branches or joint operations not visited by us;

(c) The balance sheet, the statement of profit and loss (including other comprehensive Income), the cash flow statement and the statement of changes in equity dealt with by this report arc in agreement with the books of account and the unaudited accounts/ returns of the branches nut visited by us;

(d) Except the matters described in "Disclaimer of Opinion" and "Emphasis of Matters" paragraphs, which may have an adverse effect on the functioning of the Company, in our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;

(e) In the term of section 17 (1) (b) of the Insolvency and Bankruptcy Code, 2016 ("the Code"), the powers of the board of directors have been suspended and be exercised by the Liquidator. Hence, written representation from directors have not been taken on record by the Board of Directors. Accordingly, we are unable to comment whether any of the director is disqualified as on March 31, 2023 from being appointed as a director in the terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting;

3. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, no remuneration has been paid by the Company to its directors during the year; and

4. 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, in our opinion and to the best of our information and according to the explanations given to us;

a. The Company has disclosed the impact of pending litigations, which would impact the financial position of the Company, in Note No. 32 to the Financial Statement;

b. The Company has a process whereby periodically all long-term contracts [including derivatives contracts] are assessed for material foreseeable losses. At the year end, the company has reviewed and ensured that adequate provision as required under any law/accounting standards for material foreseeable losses on such long-term contracts [including derivative contracts] has been made in the books of accounts;

c. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company;

d. (i) Due to the fact that the Company is under liquidation as of now, the company has

represented that, to the best of its knowledge and belief, other than as disclosed in the financial statements including notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) Due to the fact that the Company is under liquidation as of now, the company has represented, that, to the best of its knowledge and belief, other than as disclosed in the financial statements including notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement; and

e. The company has not declared or paid any dividend during the financial year 2022-23.

f. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For Shubham Goel & Associates Chartered Accountants FRN : 017693C

Annexure – A to the Independent Auditors report on the financial statements of C & C Constructions Limited for the year ended 31 March 2023

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date)

We report that:

In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: -

i, a) (A) The company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment;

(B) The company has maintained proper records showing full particulars of Intangible Assets;

b) All the assets were physically verified by Independent Valuers appointed by Resolution Professional after start of CIRP proceedings. Discrepancies noticed on such verification have been duly provided in the books of accounts and provision for impairment was made in the books of accounts for the year ended 31.03.2019. For the year ended 31.03.2019, the earlier auditors had mentioned the same in para (ii) of "Basis for Disclaimer of Opinion" and had stated that books of accounts for the year ended 31.03.2019 were adjusted on the basis of Valuation Reports obtained by the Resolution Professional as per IBC timelines. No further verification has been carried out.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of all the immovable properties held by the company are held in the name of the Company. However, in the case of land purchased by the company in Distt. Raisen, Tehsil Udaypura, Madhya Pradesh, in the Land Ownership Records, name of the authorized signatory has also been mentioned alongwith name of the company inadvertently. The company is in the process of pursuing it.

d) The company has not revalued its Property, Plant and Equipment during the year. Therefore, the provisions of Clause (i)(d) of paragraph 3 of the order are not applicable to

the company;

e) No proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Therefore, the provisions of Clause (i)(e) of paragraph 3 of the order are not applicable to the company;

ii. a) As explained to us, the inventory was physically verified by Independent Valuers appointed

by Resolution Professional after start of CIRP Proceedings. Discrepancies noticed on such verification were duly provided for in the books of accounts for the year ended 31,03.2019 and was explained in para (ii) of "Basis for Disclaimer of Opinion" of audit report for the year ended 31.03.2019. No further physical verification has been made by the company;

b) The Company has made borrowings from banks on the basis of security of current assets. We were explained that since the company is under Liquidation, no statement of Current Assets has been submitted to the Banks,

iii. (a) During the year under consideration, the company has not made investments in, provided

any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, reporting under clause 3(iii)(a) of the Order is not applicable to the Company.

b) In our opinion and according to the information and explanation given to us, for the investments made, guarantees provided, security given in earlier years are not prima-facie prejudicial to the interest of the company. Further, the loans and advances in the nature of loans and guarantees provided prior to the start of insolvency process, in general, did not specify the terms and conditions at the time of grant. After start of CIRP Proceedings, Resolution Professional created a provision of Rs 130.09 Crores out of total loans advanced of Rs 132.44 Crores (Loans outstanding as on 07,10.2022 and as on 31,03.2022 were of Rs.132,69 Crores). Provision was created for loans granted to C&C Projects Ltd. (Rs 83.81 Crores), Frontline Innovation Pvt. Ltd. (=G.41 Crores), C&C Realtors Ltd. (Rs 0.08 Crores), C&C Myanmar Road Constructions Ltd. (Rs 0.20 Crores), C&C Western UP Ltd. (Rs 42.18 Crores), C&C Tower Ltd. (Rs 0.14 Crores) and C&C Oman LLC (Rs 0.26 Crores);

c) In our opinion and according to the information and explanation given to us, in respect of loans and advances in the nature of loans, no schedule of repayment of principal has been stipulated. Also, there is no stipulation with regards to interest.

d) According to the information and explanation provided to us, no Schedule of repayment of principal and payment of interest has been stipulated and therefore, there is no overdue amount.

e) According to the information and explanation provided to us, the loan or advance in the nature of loan granted during earlier years has not fallen due during the year as the loan are repayable on demand and hence, there is no renewal or extension or grant of fresh loan.

f) According to the information and explanation provided to us, the company has granted all the loans or advances in the nature of loans which are repayable on demand and no terms or period of repayment have been specified. Amount of such loans granted are of Rs 132.69 Crores which are 100% of the Total Loans, granted prior to the start of insolvency process, and all the loans of Rs 132.69 Crores have been granted to Related Parties.

iv. In respect of loans, investments guarantees, and security, the provisions of section 185 and 186 of the Companies Act, 2013 have been duly complied with by the company for the year under consideration.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits in contravention of Directives issued by Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under, where applicable. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

vi. Cost Records, as required to be maintained under section 148(1) of the Companies Act, 2013, were not produced before us for examination and to determine whether they are accurate or complete.

vii. a) According to the records of the company the company has not regularly deposited undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, Cess, Goods and Service-tax and other material statutory dues with appropriate authorities as applicable to it.

We were explained that the Statutory Dues during the CIRP period have been deposited though there has been delays in deposit of the same primarily due to cash crunch in the company.

According to the information and explanations given to us, undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty, GST and Cess that were in arrears, as at 31-Mar-2023 for a period of more than six months from the date they became payable are given below:

Name of Authority

Amount (Rs in Lacs)

Service Tax

347.73

TDS/TCS Payable

1391.38

Provident Fund/ ESIC

126.14

VAT/WCT

649.09

GST

153.65

Professional Tax

1.17

Labour Cess

0.96

b) According to the information and explanations given to us, the dues of sales tax, income tax, custom duty, wealth tax, excise duty and Cess that have not been deposited with appropriate authorities on account of any dispute and the forum where the disputes are pending are given below:

Name of The Statute

Nature of The Disputed Dues

Amount {Rs in Lacs)

Period To Which The Amount Relates Forum Where Dispute Is Pending
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 48.22 (Amount deposited NIL) F. Y. 20002001 Income Tax Officer (TDS) New Delhi
Income Tax

Department

Demand against Short Deduction and interest, subject to rectification. 7.05 (Amount deposited NIL) F. Y. 20072008 Income Tax Officer (TDS) New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 29.00 (Amount deposited NIL) F. Y. 20082009 Income Tax Officer (TDS)

New Delhi

Income Tax Department Demand against Short Deduction and interest, subject to rectification. 11.28 (Amount deposited NIL) F, Y. 20092010 Income Tax Officer (TDS) New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 31.23 (Amount

deposited NIL)

F. Y. 20102011 Deputy

Commissioner of Income Tax, Gurgaon

Income Tax Department Demand against Short Deduction and interest, subject to rectification. 79.82 (Amount deposited NIL) F. Y. 20112012 Deputy

Commissioner of Income Tax,

Gurgaon

Income Tax Department Demand against Short Deduction and interest, subject to rectification. 90.73 (Amount deposited NIL) F. Y. 20132014 Deputy

Commissioner of Income Tax, Gurgaon

Income Tax Department Demand against Short Deduction and interest, subject to rectification. 77.99 (Amount deposited NIL) F. Y. 20142015 Deputy

Commissioner of Income Tax,

Gurgaon

Income Tax Department Demand against Short Deduction and interest, subject to rectification. 48.01 (Amount deposited NIL) F. Y. 20152016 Deputy

Commissioner of Income Tax, Gurgaon

Income Tax Department Demand against Short Deduction and interest, subject to rectification 21.50 (Amount deposited NIL) F.Y. 20162017 Deputy

Commissioner of Income Tax, Gurgaon

Income Tax Department Demand against Short Deduction and interest, subject to rectification 1.49 (Amount deposited NIL) F.Y. 20172018 Deputy

Commissioner of Income Tax, Gurgaon

Income Tax Department Demand against Short Deduction and interest, subject to rectification 0.09 (Amount deposited NIL) F.Y. 20182020 Deputy

Commissioner of Income Tax, Gurgaon

Income Tax Department Demand raised after assessment of the case u/s 201 220.74

(Amount deposited NIL)

F.Y. 20122013 Deputy

Commissioner of Income Tax, Gurgaon

Income Tax Department Demand raised after assessment of the case u/s 143(3) 17779.80 (Amount deposited NIL) F.Y. 20162017 Income Tax Appellate Tribunal, Delhi
Provident

Fund

Appeal Under Section 7-1 of the Employees Provident fund & Miscellaneous Provision Act 1952 towards 14-B Damage Charges 53.01 (

Amount deposited NIL)

F.Y.2013-

2016

Presiding Officer, Employees Provident Fund Appellate Tribunal, New Delhi
Provident

Fund

Appeal Under Section 7-1 of the Employees Provident fund & 43.21 (Amount deposited NIL) F.Y,2014- 2017 Presiding Officer, CGIT Cum Labour
Miscellaneous Provision Act 1952 towards 14-B Damage Charges Court-1 Employees Provident Fund Appellate Tribunal, New Delhi
Provident

Fund

Further claim made by the Department before Resolution Professional 45.13 (Amount deposited NIL) F.Y.2014-

2017

Further claim raised
U.P Trade Tax Act Demand against material purchased against ‘C form 35,26 (Amount deposited 12.34 lacs + BG Provided 22.92 Lakhs) F.Y-2002-

2003

Joint

Commissioner (Appeals) Noida, UP

Entry Tax Demand against Entry Tax on Material Purchase 245.65 (Amount Deposited 32.79 Lakhs) F. Y. 20112012 The joint Commissioner of Commercial Taxes (Appeal), Magadh Division, Gaya, Bihar
Sales Tax Department Addition Demand for Interstate purchase against composition scheme.. 1118.18 (Amount deposited NIL) F.Y.2013-

2016

A CATO (Ward No.89) Dept. Of Trade and Taxes, Govt of NCTOf Delhi
Service Tax Department Penalty under section 78 886.74 (Amount deposited NIL) F. Y. 2011-tO

2014

Commissioner of

Service Tax, Gurgaon

viii. We were explained that there is no transaction, not recorded in the books of accounts, that has been surrendered or disclosed during the CIRP & Liquidation Period, as income during the 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). Also, there is no previously unrecorded income and related assets which requires proper recording in the books of account during the year;

ix. a) Based on our audit procedures and according to the information and explanations given to

us, we are of the opinion, the company has defaulted in repayment of dues to a financial institution, bank, Government or dues to debenture holders. Lender-wise details of

amounts outstanding, as per the claims filed by lenders, are as per Note No. 16.1 of the Standalone Financial Statement for the year under consideration;

b) The company has not been declared a willful defaulter by any bank or financial institution or other lender as search from the list of willful defaulters as available on web-sites of a number of banks;

c) In our opinion and according to the information and explanations given to us, no term loan was taken during the year under consideration;

d) In our opinion and according to the information and explanations given to us, there are no funds raised during the year on short term basis which have been utilized for long term purposes;

e) In our opinion and according to the information and explanations given to us, the company has not taken any funds during the year from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures during the year under consideration;

f) In our opinion and according to the information and explanations given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies;

x. a) The company has not raised moneys by way of initial public offer or further public offer

(including debt instrument) during the year under consideration. Hence, reporting under Clause 3(ix)(a) of the Order is not applicable to the Company;

b) The company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally convertible) during the year under review. Hence, provisions of Clause 3(ix)(b) of the Order are not applicable on the Company;

xi. a) We have not noticed any case of fraud by the company or any fraud on the Company

during the year;

b) During the year no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;

c) As auditor, we did not receive any whistle- blower complaint during the year;

xii. The company is not a Nidhi Company. Hence, reporting.under Clause 3(xii) of the Order is not applicable to the Company; , "

xiii. As per the information and explanations received by us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act where applicable, and the details have been disclosed in the financial statements, etc., as required by the applicable accounting standards. Identification of related parties were made and provided by the management of the company;

xiv. The company has not appointed any Internal Auditor. Hence, no internal audit reports are available for our consideration. The Company has explained that its internal control procedures involve reasonable internal checking of its financial records, given the nature and extent of transactions it has entered into during the year, which is considered adequate under the circumstances;

xv. The company has not entered into any non-cash transactions with directors or persons connected with him;

xvi. a) The company is not required to be registered under section 45-IA of the Reserve Bank of

India Act, 1934 (2 of 1934);

b) The company has not conducted any Non-Banking Financial or Housing Finance activities during the year;

c) The company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India;

d) According to the information and explanations provided to us during the course of audit, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC;

xvii. The company has incurred cash losses amounting to Rs 32.46 Crore for the period 01.04.2022 to 07.10.2022 and not incurred also cash loss during the period 08,10.2022 to 31.03.2023 and has also not incurred any cash loss in the immediately preceding financial year;

xviii. There has been no resignation of Statutory Auditors during the year under consideration;

xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that material uncertainty exists as on the date of the audit report regarding meeting its liabilities. The company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the.balance sheet date;

kx. Provisions of section 135 of the Companies Act, relating to Corporate Social Responsibility, are not applicable on the company. Therefore, the provisions of Clause (xx) of paragraph 3 of the Order are not applicable to the Company.

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

For Shubham Goel & Associates Chartered Accountants FRN : 017693C

Annexure B to the Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of (The Company) as of 31- Mar-2023 in conjunction with our audit of the Ind AS standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting. ? .

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2023 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Shubham Goel & Associates

Chartered Accountants FRN : 017693C