Container Corporation Of India Ltd Auditor Reports

TO THE MEMBERS OF

CONTAINER CORPORATION OF INDIA LIMITED

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of CONTAINER CORPORATION OF INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity, Statement of Cash Flows for the year then ended and notes to the financial statements, including a summary of material accounting policies and other explanatory information (herein after 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 manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit of 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 there under 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 is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

We draw the attention to:

a) Refer Note no. 30, 39 and 51, which describe payment of Land License Fee to Indian Railways for land leased to it on the basis of company assessment in line with Master circular dated 04.10.2022 issued by Railway and is not final. In view of the uncertainty of the lease terms, no Right of Use (ROU) has been assessed as required under Ind AS 116.

Our conclusion is not modified 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 financial statements of the current year ended 31st March 2024. These matters were addressed in the context of our non audit of the 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 key audit matters to be communicated in our report

Key Audit Matter	How our Audit Addressed the Key Audit matter
Demand raised by Railways against the company:	Our audit procedures included the following:
The company has received demand against Land Licence fee for three terminals namely Phillaur for Rs. 15.96 Crores, Tughlakabad for Rs.677.68 Crores and Moradabad for Rs.5.58 Crores.	• Discussion with the management on the policy matter of land licence fee (LLF) payable to Railway.
	• The Railway Board As per Master Circular issued by Railways on 4.10.2022, the annual Land Licence fee will be payable @ 6% of market value of land with annual escalation of 7%. The market value is to be taken as Industrial land rate specified in the State(s). The company has assessed the liability of LLF based on the area of land measured under Joint inspection of company and Railway and calculated the LLF by applying industrial land rates taken from respective Land Revenue Authorities.
	• In said cases, the demand is mainly due to differences in assessment of land area and market value of land between the company and Indian Railways (IR). The same are being reconciled with respective Divisional offices of IR, which are under their consideration for necessary correction.
	• We have obtained representation letter from the management on the assessment of these matters as per SA 580 (revised).

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the Management Discussion and Analysis, Directors Report including annexure to Directors Report, Business Responsibility Report, Corporate Governance, ten years Financial/physical performance and data and letter from CMD included in the annual report of the company, but does not include the standalone 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.

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

Responsibilities of 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 Companies Act, 2013 ("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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards 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 preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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

a) Identify and assess the risks of material misstatement of the financial results, 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.

b) 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 Control System in place and the operating effectiveness of such controls.

c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

d) Conclude on the appropriateness of the Board of Directors 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 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.

e) Evaluate the overall presentation, structure and content of the standalone 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 standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone 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 standalone 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.

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 Act, 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. The Comptroller & Auditor General of India has issued directions indicating the areas to be examined in terms of Sub section (5) of Section 143 of the Act, compliance of which are set out in "Annexure-B".

3. 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 accounts 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 Cash Flow Statement 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.

e. As per the notification number G.S.R. 463(E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, section 164(2) of the Act regarding the disqualifications of Directors is not applicable to the Company, since it is a Government Company.

f. With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

g. With respect to the other matters to be included in the Auditors Report, as per notification number G.S.R. 463 (E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, section 197(16) of the Act regarding the Managerial Remuneration is not applicable to the Company, since it is a Government Company.

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 pending litigations/arbitrations on its financial position in its standalone financial statements. Refer note no. 42 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 of the Company have represented to us that, to the best of their 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, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or any of such subsidiaries ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management of the Company has represented to us that, to the best of their knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company or any of such subsidiaries from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate 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 performed by us on the Company, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule ll (e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in Note 19.2 to the standalone financial statements:

a. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

b. The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

c. The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

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. Accordingly, based on our examination which included test checks, the company has used an accounting software for maintaining its books of accounts which has a feature of recording audit trail (Edit Log) facility and the same has been operated throughout the year for all relevant transactions recorded it the software.

Annexure - A to the Independent Auditors Report

(Referred to Paragraph - 1 under the "Report on other Legal and Regulatory Requirements" section of our report to the Members of Container Corporation of India Limited of even date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

i. In respect of the Companys Property, Plant and Equipment and Intangible Assets:

a. (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

b. The Company has a program of physical verification of Property, Plant and Equipment and right-of use assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. Based on our examination of the records of the company, we report that, the title in respect of self- constructed buildings and title deeds of all other immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), disclosed in the financial statements included under Property, Plant and Equipment are held in the name of the Company as at the balance sheet date except the cases given in Appendix-A where title deeds of immovable properties are not held in the name of the company.

d. The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year.

e. No proceedings have been initiated during the year or are pending against the Company as at March 31, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made there under.

ii. (a) The Company has carried out physical verification of inventory at the year end. As per the information and explanations given to us, no discrepancies of 10% or more in the aggregate for each class of inventory were noticed during such verification, and as such no adjustments were required to be made in the books of accounts.

(b)The Company has not been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

iii. The Company, during the year, has made investment of Rs 20.40 crores by way of Cumulative Redeemable Preference shares in M/S Punjab Infrastructure Logistics Limited (PLIL), a subsidiary of the company. However, the company has not provided any 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, in respect of which:

a. The Company had provided guarantee to HDFC Bank amounting to Rs 70 crores in past for loan given by HDFC Bank to M/S Punjab Infrastructure Logistics Limited (PLIL), a subsidiary of the company. Further, the company has not provided any loans or advances in the nature of loans or provided security to any other entity during the year. Details in respect of above is given below:

A. The aggregate amount of guarantee provided during the year is NIL and balance outstanding with respect to such guarantee is Rs 2.03 crores as on 31.03.2024

B. This sub-clause is not applicable.

b. In our opinion, the investments made during the year are, prima facie, not prejudicial to the Companys interest.

c. The company has not granted loans and advances, hence reporting under clauses 3(iii)(c), (d), (e) and (f) of the order are not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.

v. The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.

vi. The maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause 3(vi) of the Order is not applicable to the Company.

vii. In respect of statutory dues:

a. In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2024 for a period of more than six months from the date they became payable.

b. Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31,2024 on account of disputes are given below:

Name of The Statute	Nature of the Dues	Amount (Rs. in crores)	Period to which the amount relates	Forum where dispute is pending	Status of Dispute
Service Tax	Service tax penalty	Rs. 1.48	Sept 2002 - June-2008	CESTAT Bangalore	A Joint working group (JWG) of HAL, CONCOR, & MSIL was established during the year 2001 with equal share and closed during the year 2011. The custodian of Accounts was M/s HAL. A service Tax demand is pending against the erstwhile JWG, against which 1/3rd share of CONCOR towards the service Tax demand amounting Rs. 1.48 crore has been withheld by M/s HAL. The case is still pending in CESTAT.
Income Tax	Disallowance of 80IA Rail System	Rs. 284.16 (excludin g interest Rs. 96.59)	AY 2008-09	ITAT	An appeal was filed with CIT(A) against the order passed by AO u/s 147/143(3). CIT(A) had passed order on 27/01/2017 allowing the appeal in favour of CONCOR.
					Further, department filed an appeal before the ITAT against the order of CIT (A) which was dismissed by ITAT vide order dated 1301-2020 based on the similar cases disallowed by HC/SC in earlier AYs.
					Department filed Misc application in ITAT on 27-122021 against the above ITAT order. No information regarding same was shared with Company. CONCOR got information about same only after receipt of Notice of hearing 07-11-2023. First date of hearing was 08-12-2023 and after 3 hearings, fourth hearing is on 26-07-2024.
Income Tax	Disallowance of deductions for: SFIS Scrips	Rs. 149.63 (excludin g Interest - Rs 48.55)	AY - 2013-14	Income tax Dept	CIT(A) vide order dated 22/07/2022 ordered to delete the addition of Rs. 149.63 cr made to income for A.Y.2013-14 on account of SFIS Scrips and utilised for domestic purchases. DCIT has appealed with ITAT on 16.09.2022 vide IT Appeal No.2298/Del of 2022. ITAT vide order dated 12/07/2023 dismissed the appeal of the revenue (DCIT) and order has been pronounced in CONCORs favour.
					No further communication received from IT department in this regard.
Income Tax	Disallowance of deductions for : Contribution to provident fund/superann uation fund	Rs. 1.76 (excludin g Interest of Rs. 0.44)	AY - 2020-21	Income tax Dept	In response to the Income Tax Return submitted by Company for AY 2020-21, an Intimation order under section 143 (1) dated 24.12.2021 for AY 2020-21 which was serviced to the company (having DIN no CPC/2021/A6/1874 51475) on 22.07.2022 making adjustments amounting to Rs 1,75,61,660 on account of Employee contribution to superannuation fund not paid on or before due date.
					CONCOR filed appeal with CIT(A) on 26.08.2022 with acknowledgement No.4490036802608 22
Income Tax	Disallowance of deductions for : Claimed under 80G of Income Tax Act	Rs 0.22 (excludin g Interest - Rs 0.06)	AY - 2020-21	Income tax Dept	An amount of Rs.45 lacs has been incurred for CSR activity for providing support towards operation of Varanasi Super30 at Shivpur, Varanasi under CONCOR CSR activities for imparting residential coaching to 30 poor students against which an amount of Rs22.50 lacs has been claimed as deduction under Section 80(G).
					As per Assessment Order U/s 143(3) the same has been disallowed. CONCOR filed appeal with CIT(A) on 28.09.2022 with acknowledgement No. 610627680011022.

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(43 of1961).

ix. (a) The Company has not taken any loans or other borrowings from any lender. Hence reporting under clause 3(ix)(a) of the Order is not applicable.

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

(c) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us, funds have not been raised on short- term basis. Hence, reporting under clause 3(ix)(d) of the order is not applicable.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) The Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies and hence reporting on clause 3(ix)(f) of the Order is not applicable.

x. (a) The Company, during the year, has not raised moneys by way of initial public offer or further public offer (including debt instruments) and hence reporting under clause 3(x)(a) of the Order is not applicable.

(b) The Company, during the year, has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the order is not applicable.

i. (a) No fraud by the Company and no fraud on the Company has been noticed or reported during the year and hence reporting under clause 3(xi)(a) of the Order is not applicable.

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

(c) As per the information and explanations given to us, no whistle blower complaints have been received by the company during the year.

(d). The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.

xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable 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) As per information and explanations given to us, the company has appointed independent firms of Chartered Accountants for conduct of Internal Audit. In our opinion, the internal audit system commensurate with the size and the 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 and hence provisions of section 192 of the Companies Act, 2013 are 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 clause 3(xvi)(a), (b) and (c) of the Order is not applicable.

(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

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 auditors 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, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that 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. 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 up to 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. (a)There are no unspent amounts towards Corporate Social Responsibility (CSR) on other than on-going projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to subsection (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.

(b) In respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount as at the end of the previous financial year, to a Special account within a period of 30 days from the end of the said financial year in compliance with the provision of section 135(6) of the Act.

xxi. There have not been any qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the consolidated financial statements. In respect of Joint Venture companies, the Audit Reports of other Joint Ventures Companies have not been provided to us.

APPENDIX-A

Cases where title deeds of Immovable properties are not held in the name of the company.

Description of property	Gross carrying value	Held in name of	Whether title deed holder is a promoter, director or relative or employee of Promoter/ Director	Period held- indicate range, where appropriate	Reason for not being held in name of company
Kanakpura (Jaipur)	1,52,68,500.70	Indian Railway	Not Applicable	03 January 2002	Agreement not executed.
Ravtha Road (Kota)	-	Indian Railway	Not Applicable	11 November 2013	Agreement executed, however period not mentioned in deed.
Freehold Land at Varnama	11,38,34,006.00	L and Owners- Farmers of Varnama Vill.	Not Applicable	2014 & 2019	Acquisition completed. Updation in Govt. record is pending. (7/12)
Freehold Land at Varnama	7,09,53,065.00	L and Owners- Farmers of Varnama Vill.	Not Applicable	2022	Acquisition completed. Updation in Govt. record is pending. (7/12)
Aurangabad 3- Housing flats Purchased from CIDCO	9,47,726.00	C ity and Industrial Development Corporation of Maharashtra Ltd., (CIDCO)	Not Applicable	12 May 2000	Possession slips issued by City and Industrial Development Corporation of Maharashtra Ltd., (CIDCO) for all the three flats (no.5,9 &12 at N-4, Shopping Complex at Aurangabad) are in the name of Company.
Mumbai, Powai 10 LIG flats Purchased from MHADA	1,50,05,850.00	MHADA (Maharashtra Housing and Area Develop. Authority)	Not Applicable	01 May 1998	No title deed or agreement executed by MHADA & only allotment/possession letter issued by MHADA is available.
Building no. 19, Oshiwara, Mumbai- 2 MIG flats Purchased from MHADA	56,12,658.00	MHADA (Maharashtra Housing and Area Develop. Authority)	Not Applicable	01 May 1998	No title deed or agreement executed by MHADA & only allotment/possession letter issued by MHADA is available.
Building no. 16, Oshiwara, Mumbai- 2 MIG flats Purchased from MHADA	62,96,452.00	MHADA (Maharashtra Housing and Area Develop. Authority)	Not Applicable	01 May 1998	No title deed or agreement executed by MHADA & only allotment/possession letter issued by MHADA is available.
Freehold Land at Krishnapatnam (Land Area- 141.95 Acs)	33,30,01,871.00	Andhra Pradesh Industrial Infrastructure Corporation	Not Applicable	21 March 2018	As per the clause 3 of the sale agreement, Sale deed can be executed only upon implementation and going into Commercial production. The commercial production is yet to commence.
Leasehold Land as ROU Asset at Nagalapalle (0.28 acres)	8,85,542.06	South Central Railway	Not Applicable	01 April 2021	A draft agreement has been submitted by Railways and is still under process.
Leasehold at SRO (RAILWAY	1,30,00,000.00	Southern Railway	Not Applicable	2010	Lease agreement pending with Zonal Office, Southern
QUARTER)					Railway.
Leasehold at SRO (REGIONAL OFFICE BUILDING)	2,00,00,000.00	Southern Railway	Not Applicable	2014	Lease agreement pending with Zonal Office, Southern Railway.
Residential Flat	17,00,000.00	Southern Railway	Not Applicable	11 June 1999	Lease agreement pending with Zonal Office, Southern Railway.
Residential Flat	22,00,000.00	Southern Railway	Not Applicable	01 June 1998	Lease agreement pending with Zonal Office, Southern Railway.
LEASE HOLD LAND at MMLP Naya Raipur (land area 2.99 acres)		South East Central Railway	Not Applicable	Sep-22	In Sept-2022, the permanent connectivity has been made and connected with the newly commissioned Naya Raipur Railway Station. In this connection, to arrive an exact Railway area using by CONCOR, a joint survey has been carried out by Railways/CONCOR and submitted the Land Licensing Plan for approval to Railways. The revised land area is = 12598 Sq.ms. Once the land plan get approved, the land Licensing Agreement will be executed with Railways.
LEASE HOLD LAND at Sanathnagar (land area 9.24 acres)		South Central Railway	Not Applicable	23 May 2001	CONCOR has taken on lease one of the parcels of railway land of 9.24 acres at ICD Sanathnagar. The agreement for such land is not executed yet. Continuous follow up is going up with, Railways to finalise the draft agreement of lease at ICD/SNF
Land taken on lease at CTKR Terminal from Syama Prasad Mookerjee Port Trust	42,77,24,118.77	Syama Prasad Mookerjee Port Trust	Not Applicable	25 February 2004	The Land Lease Agreement with Syama Prasad Mookerjee Port Trust for 85,500 Sq. metres of land taken on lease at CTKR Terminal got expired on 24-022019. CONCOR has requested and appealed to port authorities for 50% concession in lease rent but no formal decision has been received from the port authorities. The execution of the lease deed will be taken up after the response of port authorities.
Land taken on lease at Shalimar Terminal from South Eastern Railways		South Eastern Railways	Not Applicable	01 February 1992	CONCOR has taken a land on lease from South Eastern Railways measuring 15.01 Acres for a period of 30 years with effect from 01-02-1992. The Lease agreement got
					expired on 31-01-2022 and pending for renewal as on the reporting date of the balance sheet for FY 2021-22.
					The lease agreement is pending on account of difference in the area of the land taken on lease as per South Eastern Railways and CONCOR. Once the issue in the area of land taken on lease is resolved, the lease agreement will be executed.
Land taken on lease at MMLP Jharsuguda Terminal from South Eastern Railways		South Eastern Railways	Not Applicable	26 August 2016	CONCOR has taken a land on lease from South Eastern Railways measuring 2.142 Acres for a period of 5 years with effect from 26-08- 2016.The Lease agreement got expired on 25-08-2021 and pending for renewal as on the reporting date of the balance sheet for FY 2021-22.
					CONCOR has taken up the issue of non-execution of lease agreement with concerned railways and awaiting necessary action from railways side.
Office Space taken on Lease at Shalimar Terminal from South Eastern Railways		South Eastern Railways	Not Applicable	01 February 1992	CONCOR has taken an Office Space on rent from South Eastern Railways measuring 285 Sq. feet in respect of which no lease agreement has been entered. South Eastern Railways has raised Office rent invoices which are not in consonance with the Railway board circular no. 2010/LML/18/64 dated 1107-2018.
					The Company has represented to revise the office rent invoice as per the said railway board circular. However, revised bill is awaited from railways. The Execution of the lease agreement will be taken upon receipt of office rent invoice in accordance with the railway board circular dated 11-072018.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

Referred to Paragraph 2 under the heading of "Report on other Legal and Regulatory Requirements" of our Report of even date.

According to the information and explanations given to us we report as under:

SN	Areas Examined	Observations/ Findings	Impact on Financial Statement
1	Whether the company has system in place to process all the accounting transactions through IT systemRs. If yes, the implications of processing of accounting transactions outside IT system on the integrity of the accounts along with the financial implications, if any, may be stated.	The Company has system in place to process all the accounting transactions through IT system i.e. Oracle. The operational entries of the company like revenue, customer ledger account, pre deposits accounts etc. have been recorded in a separate IT system (viz. DTMS, ETMS and CCLS) other than financial reporting IT system (viz. Oracle). Further, payroll of the Company is maintained through HRMS system, payment to vendors/ contractors bills is done in e-billing module and inventory of the Company is maintained through Maximo. Based on the audit procedure carried out and as per the information and explanations given to us, no accounting transactions have been processed/carried outside the IT system. Accordingly, there are no implications on the integrity of the accounts.
2	Whether there is any restructuring of an existing loan or cases of waiver /write off of debts / loans/interest etc. made by a lender to the company due to the companys inability to repay the loanRs. If yes, the financial impact may be stated. Whether such cases are properly accounted forRs. (In case, lender is a Government Company, then this direction is also applicable for statutory auditor of lender Company).	According to the information and explanation given to us and based on our examination of records of the Company, there has been no restructuring of an existing loan or cases of waiver /write off of debts/loans/interest etc. made by a lender to the company due to the companys inability to repay the loan.
3	Whether funds (grants/subsidy etc.) received / receivable for specific schemes from Central/State Government or its agencies were properly accounted for/utilized as per its term and conditionsRs. List the cases of deviation.	Based on the information and explanation furnished to us, the Company has not received (grant/subsidy etc.) towards any specific scheme from Central/State Government or its agencies by the Company during the financial year 202324.

ANNEXURE - C TO THE INDEPENDENT AUDITORS REPORT

Referred to Paragraph - 3(f) under the heading of "Report on other Legal and Regulatory Requirements" our Report of even date

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

We have audited the Internal Financial Control over financial reporting of CONTAINER CORPORATION OF INDIA LIMITED ("the Company") as on 31st March, 2024 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. 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 respective 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 internal financial controls over financial reporting of the Company 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing 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 internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial controls 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 controls 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 299 (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 internal financial controls 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 and 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 31st March, 2024, 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 Hem Sandeep & Co.
	Chartered Accountants
	FRN: 009907N
Place: Greater Noida	(Himanshu Saxena)
Date: 16.05.2024	Partner
	M. No. 546385
	UDIN: 24546385BKDOWA3433