noida toll bridge company ltd Auditors report

TO THE MEMBERS OF

NOIDA TOLL BRIDGE COMPANY LIMITED

Opinion

We have audited the standalone financial statements of NOIDA TOLL BRIDGE COMPANY LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, 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 Indian Accounting Standards prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"), and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, the loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), specified under section 143(10) of the Companies Act, 2013. 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 made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to the following:

(a) Note 33(i) to the standalone financial statements, in which, pending the outcome of the Companys appeal before the

Honble Supreme Court against the order of the Honble High Court of Allahabad, stalling the levy and collection of toll fee, the Board has taken a stand, based on a legal opinion and reliance placed on the provisions of the Concession Agreement relating to compensation and other recourses, that the underlying value of the intangible and other assets is not impaired.

(b) Note 32(iii) & 33(ii) to the standalone financial statements, as per which, in addition to the existing income tax demand on the Company of Rs 1,34,002.60 lakhs for various assessment years between 2006-07 to 2014-15, the Company was served an additional tax demand for the said years aggregating Rs.10,89,330 lakhs along with imposition of an equivalent amount of penalty, i.e. Rs.

10,89,330 lakhs for the said assessment years and also income tax demand for assessment years 2016-17, 2017-18 and 2018-19 aggregating Rs. 78,671.39 lakhs, thus resulting in a total demand of Rs 23,91,333.99 lakhs. The Management of the Company is of the view that the above demands are devoid of any justification or merit and that the Company is confident of getting a favourable decision. Consequently, the Company has not made any provision for the amount of tax demand in its financial statements.

(c) Note 31 to the standalone financial statements, which relates to the Order dated March 12, 2020, of the Honble NCLAT, confirming October 15, 2018, as the cut-off date for initiation of resolution process for IL&FS and its group companies. The said Order provides moratorium against actions by creditors against IL&FS and its group companies including the Company. Consequently, the Company has not made a provision for interest on loans taken from ICICI Bank Limited and IL&FS Transportation Networks Limited (ITNL), aggregating Rs 1,170.31 lakhs, for the year ended March 31, 2023 and Rs.4,408.84 lakhs upto March 31, 2023.

Our opinion is not modified in respect of the above 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.

Sr.No. Key Audit Matter	Auditors Response
1. Evaluation of uncertain tax positions	Principal Audit Procedures
The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes.	Obtained details of completed tax assessments, demands and other relevant correspondences for the year ended March 31, 2023 from the management. We also reviewed managements stand in the Appeal Petitions filed by the Company. We discussed the managements underlying assumptions in estimating the tax provision and the possible outcome of the disputes. We also considered legal precedence and other rulings in evaluating managements position on these uncertain tax positions.
Refer notes 32(iii) and 33(ii) to the standalone financial statements
Sr.No. Key Audit Matter	Auditors Response
2. Suspension of Toll Operations at NOIDA DND Toll Flyway as per the Order of the Honble Supreme Court.	Principal Audit Procedures
On the Public Interest Litigation filed in 2012, challenging the validity of the Concession Agreement and seeking the Concession Agreement to be quashed, the Honble Allahabad High Court followed by Honble Supreme Court has directed the Company to stop collecting the toll fee. Consequently collection of toll fee has been suspended since October 2016.	We have reviewed the Concession Agreement initially entered into by the Company with NOIDA, together with the Order of Honble Supreme Court dated November 2016, denying interim stay to the Company from collecting user fee.
Refer note 33(i) to the standalone financial statements.	We have also reviewed the orders of the Arbitration Proceedings on the claims and counter claims filed by both the Company and NOIDA.
	Further, we reviewed the Order dated April 12, 2019, of the Honble Supreme Court, directing stay on the Arbitral Proceedings and also the Companys application filed in the Honble Supreme Court on January 31, 2020, seeking vacation of interim stay. Although the matter has been listed before the Honble Supreme Court on several dates from September 21, 2020, final adjudication by the Honble Supreme Court is pending.
3. Evaluation of National Company Law Tribunal (NCLT) Order:	Principal Audit Procedures
IL&FS is the promoter and majority shareholder of ITNL, while ITNL is the promoter of the Company. On October 1, 2018, NCLT has passed an order under the provisions of Section 241 and 242 of the Companies Act, 2013. The Company being a group company is also a party to it.	We have reviewed the orders uploaded on the NCLT website relating to the Company, have read all the updates provided to the stock exchange by the Company in relation to the NCLT matter and have also reviewed the Honble NCLATs Order dated March 12, 2020.
National Company Law Appellate Tribunal (NCLAT) passed an interim order dated October 15, 2018, granting a moratorium on all creditor actions against IL&FS and its group companies. The Honble NCLAT, vide its order dated March 12, 2020, has approved the revised resolution plan submitted by the new board of directors and has also approved October 15, 2018, as the cut-off date for initiation of resolution process for IL&FS and its group companies.
Basis the above, the Company has not made a provision for interest on loan taken from ICICI Bank Limited and ITNL, aggregating Rs 1,170.31 lakhs, for the year ended March 31, 2023 and Rs. 4,408.84 lakhs upto March 31, 2023.
Refer note 31 to the standalone financial statements.
4. Arrears of outdoor advertising & licence fee	Principal Audit Procedures
The Company has received a demand notice dated September 28, 2018, from NOIDA amounting to Rs 369 lakhs, towards arrears of outdoor advertising and further demand notices during December 2018 and April 2019, aggregating Rs 476 lakhs, towards arrears of licence fee, for which no provision has been made by the Company.	Our audit approach was appraisal of arrangement / agreements and legal stand taken by the Company.
Refer note 33(v) to the standalone financial statements.	Reviewed the Advertisement Policy of NOIDA and the permission letter received by the company for the display of outdoor advertisement. Correspondence between Company and NOIDA was also reviewed wherein the Company has requested to keep the demand in abeyance as the matter has been referred to Arbitration.
	Company has also served copy of NCLAT Order dated October 15, 2018, wherein moratorium has been granted to the Company against all creditor actions.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other 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 standalone financial statements and our auditors report thereon.

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 and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our 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 the Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act, with respect to the preparation and presentation 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 the cash flows of the Company, in accordance with the accounting principles generally accepted in India, including the accounting standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding 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.

In preparing the standalone financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone 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 skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone 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 financial controls 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 system 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 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 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.

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 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.

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 Annexure "A", a statement on the matters specified in paragraph 3 and 4 of the Order.

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. (b) 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. (c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report, are in agreement with the books of accounts.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in 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".

(g) 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, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act ; and (h) 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: i. The Company has disclosed the impact of the pending litigations on its financial position in its standalone financial statements – refer note 33 to the standalone financial statements; ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. iv. (a) The management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity ("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.

(b) The management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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; (c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company, had not proposed dividend in the previous year, has not declared and paid interim dividend in the current year and has not proposed dividend for the current year. Hence, the question of compliance with Section 123 of the Act does not arise. vi. 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 N.M. Raiji & Co.
	Chartered Accountants
	Firm Registration No.108296W
	Vinay D. Balse
	Partner
Place: Mumbai	Membership No.: 039434
Date: May 24, 2023	UDIN : 23039434BGWHWI9203

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON

THE FINANCIAL STATEMENTS OF NOIDA TOLL BRIDGE COMPANY LIMITED

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

We report that: i. In respect of the Companys property, plant and equipment: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) As explained to us, according to the practice of the Company, property, plant and equipment are physically verified by the Management at regular intervals which in our opinion, is reasonable, considering the size of the company and nature of its business.

(c) With regard to the title deeds of immovable properties (Building), the Company has entered into a Concession Agreement with NOIDA, under which NOIDA has provided land on lease (on which the Company has constructed the Building) to the Company, for the purpose of construction of DND flyway. This agreement gives the Company the right to develop, construct and use any facilities thereon and own the project assets till the tenure of the agreement. Accordingly, we report that, the title deed of all immovable properties including the self-constructed Building is in the name of the Company. (d) The Company has not revalued any of its property, plant and equipment during the year.

(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023, for holding any benami properties under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and Rules made thereunder. ii. (a) The physical verification of inventory has been conducted at reasonable intervals by the management. The coverage and procedure of such verification is appropriate and no discrepancies have been noticed.

(b) The Company has not been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, at any point of time during the year, from banks or financial institutions on the basis of security of current assets. Hence, reporting under clause (ii)(b) of para 3 of the Order is not applicable to the Company. iii. The Company has not made investments in, provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any other parties.

Hence, reporting under sub-clauses (a) to (f) of clause (iii) of para 3 of the Order is not applicable to the Company. iv. In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees and securities given in respect of which the provisions of section 185 and 186 of the Companies Act 2013, are applicable. Hence, reporting under clause (iv) of para 3 of the Order is not applicable to the Company. v. The Company has not accepted any deposits or amounts which are deemed to be deposits. Hence, reporting under clause (v) of para 3 of the Order is not applicable to the Company. vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for the business activities carried out by the Company.

Hence, reporting under clause (vi) of para 3 of the Order is not applicable to the Company. vii. (a) In our opinion, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, goods and service tax, cess, provident fund and other statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, goods and service tax, cess, provident fund and other statutory dues were outstanding at the year end, for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, etc. which have not been deposited with the appropriate authorities on account of any dispute, other than as given below:

Name of the Statute	Nature of the dues	Amount (Rs. in Lakh)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act	Income Tax	10,181.75*	AY 2007-08	ITAT, Delhi
Income Tax Act	Income Tax	12,973.83*	AY 2008-09	ITAT, Delhi
Income Tax Act	Income Tax	14,190.24	AY 2009-10	ITAT, Delhi
Income Tax Act	Income Tax	15,109.81	AY 2010-11	ITAT, Delhi
Income Tax Act	Income Tax	15,865.45	AY 2011-12	ITAT, Delhi
Income Tax Act	Income Tax	17,588.74*	AY 2012-13	ITAT, Delhi
Income Tax Act	Income Tax	18,936.55*	AY 2013-14	ITAT, Delhi
Income Tax Act	Income Tax	29,156.23	AY 2014-15	ITAT, Delhi
Income Tax Act	Income Tax	10,89,330.00	AY 2006-07 to AY 2014-15	ITAT, Delhi
Income Tax Act	Income Tax (Penalty)	10,89,330.00	AY 2006-07 to AY 2014-15	Assessing Officer
Income Tax Act	Income Tax	35,700.33	AY 2016-17	CIT (Appeals), Delhi
Income Tax Act	Income Tax	38,348.50	AY 2017-18	CIT (Appeals), Delhi
Income Tax Act	Income Tax	4,622.56	AY 2018-19	CIT (Appeals), Delhi
Finance Act	Service Tax	31.00	February 2016 to March 2017	Commissioner of Central Tax (Appeals) NOIDA

*Net of amount paid under protest

viii. There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. ix. (a) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions and banks since May 2018. The details of overdue interest and overdue principal of the Companys borrowings are as follows:

Sr.	Nature of	Bank	Amount overdue as
No.	borrowing		on March 31, 2023
			(Rs. In Lakh)
			Interest Principal
1.	Term loan	ICICI Bank Limited	3,600.66 4,500.00

(b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations given to us, the term loan has been applied for the purpose for which it had been obtained (d) The Company has not raised any funds on short term basis. Hence, reporting under sub-clause (d) of clause (ix) of para 3 of the Order is not applicable to the Company.

(e) In our opinion and according to the information and explanations given to us, the Company has not taken any funds from any entity or any person on account of or to meet the obligations of its subsidiary. (f) The Company has not raised any loans during the year. Hence, reporting under sub- clause (f) of clause (ix) of para 3 of the Order is not applicable to the Company. x. (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause (x)(a) of para 3 of the Order is not applicable to the Company.

(b) During the year, the company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause (x)(b) of para 3 of the Order is not applicable to the Company. xi. (a) No fraud by the Company or on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014, with the Central Government, during the year and upto the date of this report.

(c) According to the information provided by the management, no whistleblower complaints have been received by the Company during the year. xii. The Company is not a Nidhi Company. Hence, reporting under clause (xii) of para 3 of the Order is not applicable to the Company. xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. xiv. (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures. xv. In our opinion, during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Hence, provisions of section 192 of the Act are not applicable; therefore, reporting under clause (xv) of para 3 of the Order is not applicable to the Company. xvi. (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under sub-clause (a), (b) and (c) of clause (xvi) of para 3 of the Order is not applicable to the Company.

(b) According to the information and explanations provided to us by the management, the Group has one core investment company as part of the group (as defined in the Core Investment Companies (Reserve Bank) Directions 2016). Hence, reporting under sub-clause (d) of clause (xvi) of para 3 of the Order is not applicable to the Company. xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year. xviii. There has been no resignation of the statutory auditor of the Company during the year. xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention that causes us to believe that any material uncertainty exists as on the date of the audit report indicating that the Company is not capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts upto the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx. The provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company. Hence, reporting under sub-clause (a) and (b) of clause (xx) of para 3 of the Order is not applicable to the Company. xxi. There are no qualifications in the Companies (Auditors Report) Order report of the Company included in the consolidated financial statements.

	For N.M. Raiji & Co.
	Chartered Accountants
	Firm Registration No.108296W
	Vinay D. Balse
	Partner
Place: Mumbai	Membership No.: 039434
Date: May 24, 2023	UDIN : 23039434BGWHWI9203

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 NOIDA Toll Bridge Company Limited ("the Company") as of March 31, 2023, in conjunction with our audit of the 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 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 (‘ICAI). 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 and the Standards on Auditing, issued by the 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. 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 judgment, including the assessment of the risks of material misstatement of the 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 authorizations of management and directors of the company; and 3. provide reasonable assurance regarding prevention or timely detection of unauthorized 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, to the best of our information and according to the explanations given to us, 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 March 31, 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 N.M. Raiji & Co.
	Chartered Accountants
	Firm Registration No.108296W
	Vinay D. Balse
	Partner
Place: Mumbai	Membership No.: 039434
Date: May 24, 2023	UDIN : 23039434BGWHWI9203