iitl projects ltd share price Auditors report


TO THE MEMBERS IITL PROJECTS LIMITED

Report on the Audit of Standalone Financial Statements:

Qualified Opinion

1. We have audited the accompanying standalone financial statements of M/s. IITL Projects Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2023

,the Statement of Profit and Loss for the year, the statement of changes in equity, and the statement of Cash flows for the year then ended and notes to financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

2. In our opinion and to the best of our information and according to the explanations given to us, except for the effect of the matter described in the basis for qualified opinion, section of our report the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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 for the year ended on that date.

Basis of Qualified Opinion

3. As stated in Note No.30 in view of the adverse cashflows of the Joint Ventures (JVs) namely IITL-Nimbus , The Hyde Park Noida, IITL-Nimbus The Express Park View, IITL- Nimbus The Palm Village and Capital Infra Projects Limited their ability to continue as a going concern is doubtful. Based on the financial statement of joint venture as well estimated cash flow, the investment in three joint ventures namely IITL-Numbus Express park view,IITL -Nimbus The Hyde Park and Capital infra Projects Limited are fully impaired and recognized in the financial statements. Further as at 31 March 2023 the accumulated losses of IITL Projects Limited is 6047.29 lakhs exceeds the paid up equity capital and the networth of the Company stands fully eroded.

The current liabilities of the Company exceed its current assets and non-current liabilities dues towards redeemable preference shares is more than the estimated realizable value of the other non-current assets. These conditions indicate the existence of uncertainty that may cast significant doubt on the Companys ability to continue as a going concern. The ultimate outcome of the above is not ascertainable at present and hence we are unable to comment on the consequential impact, if any on the accompanying Financial Statements.

4. 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 together with the Ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act,

2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financials statements.

5. Emphasis of Matter a) We draw attention to Note 28 (b) (ii) IITL Nimbus the Express Park View, joint venture entered into the settlement agreement dated 31st December 2021 with

Nimbus India Limited to settle the unsecured loan of 2209.00 lakhs and outstanding interest of 131.00 Lakhs in following manner. i. Repayment of loan amounting to 500.00 Lakhs immediately. ii. Balance of 1840.00 Lakhs shall be repaid within

6 months from date of execution of settlement agreement. iii. Waiver of interest 1031.98 lakhs for the period

October 01, 2017 to September 30, 2021, if the above conditions are satisfied. iv. No interest shall be charged for the period starting immediately after the expiry of Restructuring agreement i.e, w.e.f. October 01, 2021.

All the above conditions are satisfied as per settlement

Agreement .Impact in respect of waiver of interest has been given effect in joint venture financials for the quarter ended 30.06.2022 .Share of profit from joint venture includes 87.23 lakhs for the year ended 31 March 2023, the impact due to reversal of interest, recognised in the profit and loss account by joint venture in earlier years. b) We draw attention to Note 28 (c) (iii) , IITL-Nimbus The Hyde park Noida, Joint venture entered in to settlement agreement dated 01.11.2022 with Industrial Investment

Trust Limited (IITL), to settle the unsecured loan of 16 27.95 lakhs in following manner. 1. The Firm will repay the outstanding loan on or before

December 31, 2022.

2. To waive the total outstanding interest amount of

263.71 Lakhs- as on June 30, 2022 and all future interest amount thereafter up to December 31, 2022.

3. The Firm reiterates their commitment to remit the outstanding loan amount.

4. In the unlikely scenario of the amount not being remitted by December 31, 2022, the Firm will without any further request or extension, transfer the flats of equivalent of outstanding loan amount, with completion certificates obtained and facilitate registration of the same. In such eventuality, no maintenance charges will be levied on the flats until the time they are sold or for a period of 12 months ending December 31,2023 whichever is earlier.

IITL in its Annual General Meeting held on September

24, 2022,have accorded their consent for One Time Settlement of the total outstanding loan of 1627.95 lakhs- granted by the Company to IITL Nimbus The Hyde Park and interest outstanding thereon amounting to 263.71 lakhs as on June 30,2022 and all future interest amount thereafter up to December 31,2022.

The firm has paid the outstanding loan of 1627.95 lakhs on 21.10.2022 . c) We draw Attention to Note 28 (b) (iii) ,IITL Nimbus The Express Park View, Joint Venture vide their letter date 18.06.2022 to Industrial Investment Trust Limited (IITL), proposed to settle the unsecured loan of 2477.51 lakhs in following manner i) The Firm will repay the outstanding loan on or before

December 31, 2022. ii) In the unlikely scenario of the amount not being remitted by December 31,2022, the Firm will transfer the flats of equivalaent of outstanding loan amount. iii) Waiver of interest 943.57 lakhs for the period October

01, 2017 to September 30, 2021. iv) No interest shall be charged for the period starting immediately after the expiry of Restructuring agreement i.e w.e.f. October 01, 2021 to up to December 31, 2022.

IITL in its Annual General Meeting held on September

24, 2022, have accorded their consent for One Time Settlement of the total outstanding loan of . 2477.51 lakhs granted by the Company to IITL Nimbus The

Express Park View and waive interest outstanding there.

All the above conditions are satisfied as per settlement

Agreement .Impact in respect of waiver of interest has been given effect in joint venture financials for the quarter ended 31.12.2022. Share of profit from joint venture includes 93.96 lakhs for the year ended 31st, March 2023, the impact due to reversal of interest, recognised in the profit and loss account by joint venture in earlier years. d) We draw Attention to Note28 (a) (iv), IITL Nimbus

The Palm Village Joint Venture vide their letter dated 01.07.2022, proposed to settle the unsecured loan of

300.00 Lakhs in the following manner; a) 25% of the outstanding loan amount to be paid upfront by IITL Nimbus The Palm Village b) Repayment of loan on or before March 31, 2023 c) Waiver of outstanding interest of 242.14 Lakhs. d) No interest shall be charged starting for period 01 October 2022 to 31 March 2023

Shareholders of IITL on 10th January,2023 through

Postal ballot accorded their consent for one time settlement of the total outstanding loan of 300.00 lakhs.

Impact in respect of waiver of interest has been given effect in joint venture for the quarter ended 31.03.2023.

Share of profit from joint venture includes 109.67 lakhs for the year ended 31st March 2023, the impact due to reversal of interest, recognised in the profit and loss account by joint venture in earlier years.

Note Specific to Joint Venture a) We draw attention to Note 28 (a) (ii),(iii) & (v) of the statement. II) In management committee meeting held on 01.12.2021

, it was noted that the firm surrendered the partial piece of land to YEIDA and the surrender deed for the same was executed on November 30,2021, that the balance piece of the land admeasuring 55152 sq. mtrs shall be demarcated and the physical possession will be assigned to the Firm in short span of time, and the development activities in the project will start immediately after receiving the physical possession of land the project shall be categorized as ‘Revived Project.

III) In the abovementioned management committee meeting, the matter of capitalizing the borrowing costs including interest on unsecured loans, interest on land premium and interest on delayed payment of premium as per applicable accounting standards was considered and it was resolved not to charge the same directly to Statement of P&L, w.e.f. 01.04.2022.

V) The Condition in the project, as mentioned above indicate the existence of material uncertainty about the firms ability to continue as a going concern. However, considering the prevailing rate of land as per Yamuna expressway industrial development authority (YEIDA) official site, the valuation of land as at 31st March 2023, is in excess of book value ,also considering the situation evolving subsequent to Surrender deed dated 30th November 2021, no impairment is envisaged and provided in the books of account. b) We also draw attention to Note 28 (b) (i) i) The IITL -Nimbus The Express Park View ("Firm") was in receipt of letter dated 23/11/2022 from Greater Noida Industrial Development Authority (GNIDA), in which GNIDA has referred to Honble Supreme Court order dated 07/11/2022, as per which, Honble

Supreme Court has directed the Noida Authority/

GNIDA to calculate the amount due, after taking into consideration the effect of the order dated 09.06.2022 issued by the state Government.

As per order dated 09.06.2020 issued by the state

Government, inter alia, the interest rates would not be effective retrospectively.

Pending calculation of interest by GNIDA in terms of letter dated 23/11/2022 from the Authority, the

Firm has recalculated interest liability for the period

01/07/2020 to 31/12/2022 and accounted for the same, which has resulted in decrease in interest liability by

163,84,638/- for the said period. d) We also draw attention to Note 28 (c) (i) & (ii)

IITL Nimbus The Hyde Park

I) As per decision of the Honourable Supreme court dated 07/11/2022. The firm is liable to pay interest to GNIDA from July 2020 to December 2022. This liability had already been provided in the earlier years. The liability as per the current judgement has been retained in the books of accounts and excess has been written off in the period and nine month ended December 2022 II) The Companys inventory is not substantial enough to support its business operations in the foreseeable future as of March 31, 2023. As a result, the financial statements have been prepared based on the assumption that the company will not operate as a going concern and therefore, the current assets and liabilities have been valued based on their realistic realizable and payable amounts. Based on a management analysis of cash flow, the company is projected to be capable of fulfilling both statutory and regulatory obligations in near future.

Our report is not modified in respect of these matters.

Key Audit Matters

6. Key audit matters are those matters that, in our significance professional judgment, were of most in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of 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.have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters

Auditors Response

In view of Current status of the Real estate industry and in particular adverse cash flows of the joint venture namely,IITL Nimbus,The Hyde Park Noida,IITL- Nimbus The express park view,IITL Nimbus The Palm Village,and Capital Infra Projects Limited ,the Company ability to continue as going concern is doudtful.The Company financial statement were prepared on going concern basis.Management statement is setout in Note 30 to the financial statements.This being fundamental to the understanding of financial matters

Based on the audit procedure and tests of the management estimates of the standalone cash flows there exists a significant doudt on the company,s ability to continue as a going concern.This is also brought out in our audit opinion in basis for Qualified Opinion.

we consider it as key audit matter. Impairment provision for Investments in Three joint ventures

We applied our audit review procedures on the JV financials audited by other auidtors as well as the estimate of the cash flows made by the management.

Based on the financial statement of joint ventures as well as estimated cash flows impairment loss for the full carrying value is recognised as impairment loss.This being significant management judgement we consider it as a key Audit Matter.

Based on the procedures applied,we concluded necessary provision for impairment is made.

Information other than the Financial Statements and Auditors reports Thereon

7. The companys Board of Directors is responsible for the other information. The other information comprises the information included in Boards Report, Management Discussion & Analysis Report, Business Responsibility Report, but does not include the financial statements and our auditors report thereon. The Boards Report, Management Discussion & Analysis Report, Business Responsibility Report is expected to be made available to us after the date of this auditors report.

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.

When we read the report, if we conclude that there is a material misstatement there in, we are required to communicate the matter to those charged with governance.

Management Responsibilities for the Standalone Financial Statements

8. The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013, with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position and financial performance, and the cash flow 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 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.

9. In preparing the standalone financial statements, management is responsible for assessing the Company 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.

10. The Board of Directors are responsible for overseeing the

Company financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

11. 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.

12. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism 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 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 Company 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.

13. 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 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 fin ancial the statements. 14. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings that we identify during our audit.

15. 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.

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

Other Matters

17. We did not review the interim financial results of 3 joint operations included in the standalone unaudited interim financial statements of the entities included in the Company, whose results reflect Company share of total net profit/(loss) after tax 580.40 Lakhs for the Year ended 31.03.2023 as considered in the Standalone audited financial statements of the entities included in the Company. The financial statements of these joint operations have been audited by other auditors whose reports have been furnished to us ,and our conclusion in so far as it relates to the amounts and disclosures included in respect of these joint operations, is based solely on the report of such other auditors.

Report on Other Legal and Regulatory Requirements

18. 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 dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid standalone 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) On the basis of written representation received from the directors as on 31st March 2023 taken on record by the disqualified Board of directors, none of the directors as on 31st March 2023 from being appointed as a director in terns 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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting. 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, as amended: 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. 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed impact of Pending litigation on its financial position in its Standalone Financial Statements -Refer Note 24

(b). i

i. the Company did not have any long-term contracts, including derivative contracts; and ii

i. There were no amounts, which were 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 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 persons or entities, including foreign entities ("lntermediaries"}, 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 ancial 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 have been received by the division from any persons or entities, including foreign entities ("funding Parties"), with the understanding, whether recorded in writing or otherwise, that the diviison 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

(c) Based on such audit procedures we have considered reasonable and appropriate in the circumstances; nothing has come to the notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement. v. a) The company has not declared any final dividend for the financial year 2021-2022 and interim dividend for the financial year 2022-23. b) The Company has not proposed any final dividend up to the date of our report. 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 year ended March

31, 2023

19. As required by the Companies (Auditors Report) Order,

2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" specified a statement on the matters in paragraphs 3 and 4 of the Order.

For Maharaj N R Suresh and Co LLP
Chartered Accountants
FRN NO:001931S/S000020
K V Srinivasan

Place: Mumbai

Partner

Date: 26.05.2023

Membership NO: 204368
UDIN: 23204368BGWWUW9578

Annexure - A" to the Independent Auditors Report of even date on the Standalone Ind AS Financial

Statements of M/s. IITL Projects Limited

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 with reference to financial statements of IITL Projects 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 with reference to financial statements criteria established by the Company, considering the essential components of Internal Control stated in the Guidance Note on Audit of Internal Financial controls with reference to financial statements , 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 with reference to financial statements Internal Financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial controls with reference to financial statements (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 ICAI. 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 with reference to financial statements 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 with reference to financial statements included obtaining an understanding of Internal Financial controls with reference to financial statements, 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 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 division Internal

Financial Controls System over Financial Reporting.

Meaning of Internal Financial controls with reference to financial statements

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:

(i) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) 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

(iii) 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 with reference to financial statements

Because of the inherent limitations of Internal Financial controls with reference to financial statements , 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 with reference to financial statements 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 division has, in all material respects, an adequate

Internal Financial Controls System over Financial Reporting and such Internal Financial controls with reference to financial statements 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 with reference to financial statements issued by ICAI.

For Maharaj N R Suresh and Co. LLP
Chartered Accountants
FRN NO:001931S/S000020
K V Srinivasan

Place: Mumbai

Partner

Date: 26.05.2023

Membership NO: 204368
UDIN: 23204368BGWWUW9578

"Annexure B" to the Independent Auditors Report

(referred to in paragraph 15 under the heading ‘Report on Other Legal & Regulatory Requirements of our report of even date to the standalone Ind AS financial statements of the Company for the year ended 31 st March, 2023.)

As per the books and records produced before us and as per the information and explanations given to us and based on such audit checks that we considered necessary and appropriate, we confirm 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) verification The Company has programme of physical of these Property, Plant and Equipment so as to cover all the assets once in every year, which in our opinion is reasonable having record to the size of the company and nature of its assets According to the information and explanations given to us no material discrepancy were noticed on such verification.

(c) The Company does not have any immovable property, and hence reporting under clause 3(i) (c) of the Order is not applicable.

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

(e) No proceedings have been initiated during the year or are pending against the Company as of 31st March 2023 for holding any benami property under Benami Transaction (Prohibition) Act, 1988 and rules made thereunder.

(ii) (a) The management has conducted physical verification of inventory (stock of units) at reasonable intervals and no discrepancies of 10% or more in the aggregate for each class of the inventory were noticed

(b) The Company has not been sanctioned working capital limits in excess of 5 crore, in aggregate, at any point

of time during the year, from banks or financial institution on the basis of security of current assets and hence reporting under clause 3(ii) (b) of the order is not applicable.

(iii) During the year 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.

(a) The company has not provided any loans or advances in the nature of loans or stood guarantee, or provided security to any other entity during the year, and hence reporting under clause 3(iii)(a) of the Order is not applicable.

(b) The company has not made any investments or provided guarantee or security for the grant of loans and advances. Hence, reporting under clause 3(iii)(b) of the Order is not applicable.

(c) The company has not granted any loans. Hence, reporting under clause 3(iii)(c) of the Order is not applicable.

(d) The company has not granted any loan during the reporting period. Hence, reporting under clause 3(iii)(d) of the Order is not applicable.

(e) The company has not granted any loan or renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.Hence, reporting under clause 3(iii)(e) of the Order is not applicable. (f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying and terms or period of repayment during the year. Hence, reporting under clause 3(iii)(f) is not applicable.

(iv) The Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of investments and Guarantee provided by the Company. The Company has not granted loans to any company covered under Section 185.

(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 Central Government has not prescribed maintenance of Cost Records under Sub-section (1) of Section 148 of the

Companies Act, 2013. Accordingly the 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.

(b) There are no dues of Income Tax or Sales Tax or Service

Tax or Duty of Customs or Duty of Excise or Value Added Tax, Cess and Goods and Service Tax have not been deposited as on 31st March 2023 on account of any disputes.

(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 of 1961).

(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) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from nay entity or persons on account of or to meet the obligation of its subsidiaries and Joint venrures.. Hence, reporting under clause 3(ix)(e) not applicable.

(f) The Company has not raised any loans during the year and hence reporting on clause 3(ix)(f) of the Order is not applicable. x. (a) The Company has not raised moneys by way of

initial public offer or further public of offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable. (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 3(x)(b) of the Order is not applicable. xi. (a) No fraud by the Company and no fraud 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 Companies (Audit and

Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) The company has not received any whistle blower complaints during the year(and upto the date of this report), while determining the nature, timing and extent of our audit procedure. xii. The Company is not a Nidhi Company and hence reporting under clause (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) In our opinion the Company has an adequate 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. 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 provision 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 incurred cash losses during the financial year covered by our audit and has not incurred cash loss in 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 payments of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and

Management plans ,we are of the opinion there exits material uncertainty as on the date of the audit report and 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. xx. Since the Company has not made profits reporting under

Clause 3(xx) (i)(ii) of the order is not applicable.

For Maharaj N R Suresh and Co. LLP
Chartered Accountants
FRN NO:001931S/S000020
K V Srinivasan

Place: Mumbai

Partner

Date: 26.05.2023

Membership NO: 204368
UDIN: 23204368BGWWUW9578