om metals infrap Auditors report

To the Members of M/S Om Infra Limited

(Formerly known as Om Metals Infraprojects Limited)

Report on the Standalone Financial Statements Qualified Opinion

We have audited the standalone financial statements of Om Infra Limited (formerly known as Om Metals Infraprojects Ltd.) ("the Company"), which comprise the balance sheet as at 31st March 2021, and the statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information in which are incorporated financial statements of Engineering and Hotel segments of the Company audited by other auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment is based solely on the report of other auditors.

In our opinion and to the best of our information and according to the explanations given to us, except for the matters discussed in basis of qualified opinion, the aforesaid standalone financial statements give the information required by 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, 2021, and the profit, and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis of qualified opinion

1. As stated in Note 53(b) to the standalone financial statements, the Companys non-current investments as at 31 March 2021 include investments aggregating Rs. 488.45 Lacs in a subsidiary; being considered good and recoverable by the management considering the factors stated in the aforesaid note.

However, this Subsidiary has accumulated losses and its net worth is fully eroded. Further, this subsidiary is facing liquidity constraints due to which they may not be able to realize projections made as per their respective business plans, thus we are unable to comment upon the carrying value of these non-current investments and recover ability of the aforesaid dues and the consequential impact, if any, on the accompanying standalone financial statements. Further we have received unaudited Financial Statements of Subsidiary for the year ended on 31.03.2021. The recoverable of the said investment is in doubtful in our opinion.

Such matter is pending and reported since 31.03.2019.

2. As stated in Note 53 (a), 54(c) & 54(d) to the standalone financial statements, the Companys non-current investments as at 31 March 2021 include investments aggregating Rs. 5187.20 Lacs and advances of Rs. 10992. 68 Lacs (P.y. 10702.18 Lacs) as well as non current in two joint ventures & one associates namely Gurha Thermal Power Company Ltd. , Sanmati Infra Developers Pvt. Ltd. and Bhilwara Jaipur Toll Road Private Limited; being considered good and recoverable by the management considering the factors stated in the aforesaid note.

Both joint ventures (53(a) & 53(d)) has filed termination to their respective authority and claimed the amount invested and termination payments as per concession agreement. But companys operating only on behalf of respective authority and is not booking any expenses and revenue in books after termination.

So far as this matter indicates material uncertainty about the going concern of these joint ventures. In our view, recoverability of the amount invested and advance provided not certain but no provisioning has been made against such diminishing of investment and loans. No Interest has been provided by the company on advances grant to two joint ventures since three years.

Such Matter is pending and reported since 31.03.2019.

3. Financial Statements includes financial statements of one overseas branch and one joint ventures, whose financial statements reflect total assets of one branch Rs.512.22 Lacs as at 31 March 2021, and total revenues of Rs. 0.00 and Net Loss of one branch and one joint ventures of Rs.196.53 Lacs for the year ended on that date, as considered in these standalone financial statements. The Company had prepared separate set of statutory financial statements of these branch and joint ventures for the years ended 31 March 2021 in accordance with accounting principles generally accepted in India. Audited financial statements of such entities are not made available to us. Our opinion in respect of these joint ventures and branch is qualified in respect of this matter.

Emphasis of Matter

1. Company had written off a loan account of Pondicherry Sez Co. Limited amounting to Rs. 584.40 Lacs without any confirmation received from the party. In absence of any confirmation, we are unable to report any opinion on this transaction. Company again credited such amount by booking expenditure for Rs. 450.00 lacs out of which some amount paid in current year and balance will be paid in next year.

2. Income Tax Department had conducted search and seizure at the Company premises on 13th July, 2020 and documents and paper belonging to the company has been seized by income tax department in the search and seizure and matter is under investigation. No notice for any liability has been received by the company till date. The effect of the same cannot be ascertained right now and company do not provide for the same in the financial statements.

Our Opinion is not modified in this regard.

3. The Ongoing project of NTPC Tapovan, which was washed away due to natural disaster on 07.02.2021 resulted in loss/damage of executed work done by the company. Several human causalities of company employees also occurred.

Company had already taken workmen insurance policy to meet the claims of human causality and company has claimed such amount although such amount is partially paid to employees through NTPC Tapovan out of amount receivable by company.

Insurance Policy of Project was under renewal with insurance company but Insurance company denied renewal after such damage occurred. Such matter is under litigation at high court Rajasthan where Insurance company has been directed to appoint surveyor.

As per companys financial statements, Amount Receivable from NTPC is Rs. 841.13 lacs and amount received as mobilization advance is Rs. 94.83 lacs Such account balances are not confirmed with NTPC due to pendency of total damage estimation at site.

4. The economic and social consequences/ disruptions, the company is facing as a result of COVID-19 which is impacting supply/consumer demand/ financial market/personnel availability for the work, the impact of the same cannot be assessed by company.

5. Due to COVID-19 pandemic, Companys Wholly owned subsidiary, Om Metal Consortium Private Limited approached to company for deferment of interest charged by the company. Company approved subsidarys request and did not provide interest on advance. Due to such Interest, other income is understated by Rs. 19.86 Crores and Loans and advances are understated by Rs. 19.86 Crores.

Our opinion is not modified on the same.

Other Matter

(i) We did not audit the separate financial statements of five joint operations, included in these standalone financial statements, whose financial statements reflect total assets of Rs. 8328.25 Lacs as at 31 March 2021, and total revenues of Rs. 7943.57 Lacs and Net Loss of Rs.441.62 Lacs for the year ended on that date, as considered in these standalone financial statements. The Company had prepared separate set of statutory financial statements of these joint operations for the years ended 31 March 2021 in accordance with accounting principles generally accepted in India and which have been audited by other auditors under generally accepted auditing standards applicable in India. Our opinion in so far as it relates to the amounts and disclosures in respect of these joint operations is solely based on report of the other auditors and the conversion adjustments prepared by the management of the Company, which have been audited by us. Our opinion is not qualified in respect of this matter.

(ii) The Company has executed an agreement to sale of Hotel Om Tower (Hotel Segment) in earlier year and whole amount against sale consideration of Rs. 3660.00 lacs has been received on various dates from the buyer of property. Company has classified such net current and noncurrent assets as held for sale under the other current assets and recognized them on lower of book value and recoverable amount which is based upon the managements prudent business practice and does not affect companys profitability or going concern and company recognizes net profit/loss of the Segment under profit/ loss from discontinuing operations. Amount received from buyer as been treated as advance from customer against capital goods under note no 61. Further buyer has not taken possession as well as not started operation of Hotel segment till 31.03.2021.

(iii) As stated in note no. 63 Company made claims against customer/parties/ subsidiaries/ Joint ventures which represents work done in earlier years or loss of interest or any other matter which are either in dispute or yet to be finalized by both the parties amounting to Rs. 85484.61 lacs (P.y. Rs. 85116.86 Lacs) net off counter claims of Rs. 3278.19 lacs (P.y. Rs. 3007.72 lacs). Outcome of such claims are presently unascertainable. No adjustment has been made in the standalone financial statements. Our opinion is not qualified in respect of this matter.

(iv) Global Remote Intergrated Access Solutions Private Limited lodged a claim of Rs. 21.05 Lacs which is already included in point no. (iii) against company in NCLT, is under adjudication.

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 Independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there under, 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 audit opinion on the standalone financial statements.

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 period. These matters were addressed in the context of our 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. The Key audit matters on financial statements of Engineering and Hotel Segments and joint operations of the Company are provided by other auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment is based solely on the report of other auditors.

S. No. Key Audit Matter	Auditors Response
1. Revenue Recognition	Principal Audit Procedures
Other Than Real Estate	Other Than Real Estate
There are significant accounting judgements including estimation of costs to complete, determining the stage of completion and the timing of revenue recognition.	Our procedures included :
The Company recognizes revenue and profit/ loss on the basis of stage of completion based on the milestone approved by project authority.	• Testing of the design and implementation of controls involved for the determination of the estimates used as well as their operating effectiveness;
Cost contingencies are included in these estimates to take into account specific uncertain risks, or disputed claims against the Company, arising within each contract.	• Testing the relevant information technology systems access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard;
These contingencies are reviewed by the Management on a regular basis throughout the contract life and adjusted where appropriate.	• Testing a sample of contracts for appropriate identification of performance obligations;
	• For the sample selected, reviewing for change orders and the impact on the estimated costs to complete;
	• Engaging technical experts to review estimates of costs to complete for sample contracts; and
	• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.
Real Estate	Real Estate
Revenue from sale of constructed properties is recognised at a Point of Time, when the Company satisfies the performance obligations, which generally coincides with completion/possession of the unit.	Our audit procedures on revenue recognition included the following:
Recognition of revenue at a point in time based on satisfaction of performance obligation requires estimates and judgements regarding timing of satisfaction of performance obligation, allocation of cost incurred to segment/units and the estimated cost for completion of some final pending works.	• We verified performance obligations satisfied by the Company;
Due to judgement and estimates involved, revenue recognition is considered as key audit matter.	• We tested flat buyer agreements/sale deeds, occupancy certificates (OC), project completion, possession letters, sale proceeds received from customers to test transfer of controls;
	• We conducted site visits during the year to understand status of the project and its construction status;
	• We verified calculation of revenue to be recognised and matching of related cost;
	• We verified allocation of common cost to units sold and estimates of cost yet to be incurred before final possession of units.
2. Evaluation of uncertain tax positions	Principal Audit Procedures
The Company has material uncertain tax positions including search & Seizure including matters under dispute which involves significant judgment to determine the possible outcome of these disputes.	Obtained details of completed tax assessments and demands during the year from management. We involved our internal experts to challenge the managements underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating managements position on these uncertain tax positions.
Refer Notes 46 to the Standalone Financial Statements	Additionally, we considered the effect of new information in respect of uncertain tax positions during the year to evaluate whether any change was required to managements position on these uncertainties.
3. Recoverability of Indirect and direct tax receivables	Principal Audit Procedures
As at March 31, 2021, non-current assets in respect of withholding tax and others include Cenvat recoverable amounting to Rs.725.14 Lacs which are pending adjudication.	We have involved our internal experts to review the nature of the amounts recoverable, the sustainability and the likelihood of recoverability upon final resolution.
4. Assessment of the carrying value of unquoted equity instruments in loss making subsidiaries and joint ventures.
The impairment review of unquoted equity instruments and debt, with a carrying value of Rs 5675.92 lacs, is considered to be a risk area due to the size of the balances as well as the judgmental nature of key assumptions, which may be subject to management override.	Besides obtaining an understanding of Managements processes and controls with regard to testing the impairment of the unquoted equity instruments in loss making subsidiaries and joint ventures.
The carrying value of such unquoted equity instruments and debt is at risk of recoverability.	Our procedures included the following:
The net worth of the underlying entities has significantly eroded and the orders in hand are below the break-even production levels of this facilities.	• Engaged internal fair valuation experts to challenge managements underlying assumptions and appropriateness of the valuation model used;
The estimated recoverable amount is subjective due to the inherent uncertainty involved in forecasting and discounting future cash flows. Refer to Note 8 of the Standalone Financial Statements	• Compared the Companys assumptions with comparable benchmarks in relation to key inputs such as long-term growth rates and discount rates;
	• Assessed the appropriateness of the forecast cash flows within the budgeted period based on their understanding of the business and sector experience;
	• Considered historical forecasting accuracy, by comparing previously forecasted cash flows to actual results achieved; and
	• Performed a sensitivity analysis in relation to key assumptions.

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 Annexure 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.

Managements Responsibility 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 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, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "A" statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except for the matter described in the basis of qualified opinion paragraph.

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 and proper returns adequate for the purposes of our audit have been received from the branches i.e. Engineering and Hotel Segments of the Company not visited by us;

c) The report(s) on the accounts of the branch office(s) i.e. Engineering, & Hotel Segments and joint operations of the Company audited under section 143 (8) of the Act, by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss including Other comprehensive income, statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches Engineering, & Hotel Segments and Joint operations , not visited by us.

e) Except for the effects of the matter described in the basis for qualified opinion paragraph, 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.

f) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

g) 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".

h) With respect to the matter to be included in the auditors report under section 197(16) of the act, In our opinion and according to information and explanations given to us, remuneration paid by the company to its directors during the current year, is in accordance with the provisions of 197 of the act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the act. The Ministry of Corporate Affairs has not prescribed other details u/s 197(16) which are required to be commented upon by us.

i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 litigation on its financial position in its Financial Statement as referred in Note no 46 to the Financial Statement.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on Long Term Contracts including derivative contracts.

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

ANNEXURE A TO THE AUDITORS REPORT

Annexure referred to in paragraph 1 under the heading of "Report on other legal and Regulatory requirements" of the independent Auditors Report on the Financial Statements of Om Infra Limited ("The Company) for the year ended on 31^st March 2021.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the Financial Statements of the Segments of Engineering and Hotel except Joint Ventures of the Company we report that:

(i) In respect of fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The fixed assets are generally physically verified during the year by management in accordance with a program of verification, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets. According to the information and explanations given to us, Company has not conducted physical verification of Fixed Assets due to COVID-19 in the current year as well as last year of Engg. Segment.

c. According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. Company has changed its name from Om Metals Infraprojects Limited to Om Infra Limited. Company has not effected such name change in the title deeds of the all immovable properties amounting to Rs.9278.27 lacs.

Except above, In respect of immovable properties of land and building that have been taken on lease and disclosed as fixed assets in the financial statements, the lease agreements are in the name of the Company except below: (Such carrying amount is included in above mentioned amount)

(Amount in Rs. Lacs)

Name of Property	Located at	Carrying Value	Title Deed in the name of
Industrial Land & Building	Plot No A-37-38, A-21-22, B-26, Industrial Estate, Kota	3.00	Om Metals & Mineral P Ltd*
Industrial Land & Building	Plot No B-131, IPIA, Kota	Land - 483.49 Building - 34.65	Om Structural India P Ltd**
Industrial Land & Building	Special - 1, IPIA, Kota	Land - 2443.82 Building 282.83	Om Rajasthan Carbide Ltd**
Industrial Land & Building	Special - 1A, IPIA, Kota	Land - 1876.18 Building - 47.89	Jupitar Manufacturing P Ltd**
Commercial Building	NBCC Plaza, IVth Floor, Sector-11, Pushp Vihar, Saket, Delhi	2100.00	Pending for registration

*These are the earlier name of "the Company"

** Immovable properties i.e. freehold/lease hold land and buildings are held in the name of the Company and such immovable properties has been transferred pursuant to the scheme of amalgamation under section 391 to 394 of the Companies Act 1956, the transfer is through the order of the Honble High Court Rajasthan, Jaipur and are pending for registration in favor of the Company.

(ii) The management generally conducts physical verification of inventory at reasonable intervals during the year. Company has not Conducted physical verification of Inventories due to COVID-19 during this year in Engg. Segment.

(iii) The Company has granted unsecured loan to Subsidiaries and joint Venture covered in the register maintained under section 189 of the Companies Act, 2013 and with respect to the same:

a) In our opinion the terms and conditions of such loans are not, prime facie, prejudicial to the Companys interest.

b) The schedule of repayment of the principal and the payment of the interest has not been stipulated and hence we are unable to comment as to whether repayment/ receipt of the principal amount and the interest are regular.

c) In the absence of stipulated schedule of repayment of principal and payment of interest, we are unable to comment as to whether there is any amount which is overdue for more than 90 days and whether reasonable steps have been taken by the company for recovery of the principal amount and interest.

(iv) According to information and explanation given to us and based on the legal opinion obtained by the company that the company being a company engaged in the business of providing infrastructure facilities in terms of section 186, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantee and security as applicable.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the company, pursuant to the Rules made by the Central Govt., for the maintenance of cost records under sub section (1) of section 148 of the Companies Act, in respect of company and are of the opinion that, prima-facia, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

(vii) (a)Undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, GST, duty of customs, duty of excise duty, value added tax, cess have not been regularly deposited to the appropriate authorities. There have been significant delay in large number of cases. Further, the undisputed amounts payable in respect thereof which were outstanding at the year-end for a period of more than six months from the date they become payable are as follows:

Statement of arrear of statutory dues outstanding for more than six months:

Name of Statute	Nature of Dues	Amount in Rs. Lacs	Period to which the amount relates	Due date	Date of Payment
State Tax, Gujrat	Professional Tax	0.25	Prior to 01.04.2018	Various Due Dates	Not paid till date

(b) According to the information and explanations given to us and the records of the company examined by us, the dues outstanding in respect of income-tax, sales-tax, service tax, duty of excise and Wealth Tax on account of any dispute, are as follows:

Nature of the Statute	Nature of Dues	Forum where dispute is pending	Demand Amount (Rs. in Lacs.)	Amount paid under protest (Rs. in lacs.)	Period to which the amount relates
Central Sales Tax Act,	Sales Tax &	High Court	16.91	0.00	2003-04
1956. and Sales Tax/	Entry Tax	Board of West Bengal	177.49	0.00	2009-10
VAT/GST Act of various states		Commissioner	64.02	0.00	1990-91 & 2010-11
		(Appeals) Show cause	315.49	12.14	2017-18 - 2019-20
Central Excise Act,	Excise Duty	Supreme Court	471.49	0.00	2009-10 to 2011-12
1944		Commissioner (Appeal) and Show Case	597.16	21.50	2004-05 to 2014-15
Income Tax Act, 1961	Income Tax	CIT Appeal	577.68	354.87	2015-16 to 2019-20
OMIL-JSC JV Kameng
Income Tax Act, 1961	Income Tax	CIT Appeal	10.47	0.00	A.Y 2018-19
Sales tax Authority	Sales Tax	Board of West Bengal	28.84 lacs 19.95 lacs + Interest	Nil Nil	A.Y. 2008-09 A.Y. 2009-10

Note 1) Amount as per demand orders including interest and penalty wherever mentioned in the order except show cause.

2) Further Income Tax Department filed Appeal before Honorable High Court, Rajasthan, Jaipur Bench against decision of ITAT for the financial year pertaining to 2009-10 to 2013-14 (Amount Rs. 3857.62 Lacs).

(viii) In our opinion and according to our opinions and explanations the company has no loans or borrowings payable to govt or debenture holder.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 of the Act read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(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 financial statements etc. as required by the applicable accounting standards.

(xiv) During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) The company has not entered non-cash transactions with directors or persons connected with them.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure to the Independent Auditors Report of even date to the members of Om Infra Limited (Formerly known as Om Metal Infraprojects Limited), on the financial statements for the year ended 31^st March 2021

INDEPENDENT AUDITORS REPORT

Annexure B

Independent Auditors report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act"). In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the Financial Statements of the Segments of Engg. & Hotel and Joint operations of the Company we report that:

1. In conjunction with our audit of the standalone financial statements of Om Infra Limited. ("the Company") as of and for the year ended 31 March 2021, we have audited the internal financial controls over financial reporting (IFCoFR) of the company of as of that date.

Managements Responsibility for Internal Financial Controls

2. 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 Control Over Financial Reporting (the Guidance Note) 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 the companys 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 Act.

Auditors Responsibility

3. 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 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.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A companys IFCoFR 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 IFCoFR 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

7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

In our opinion, according to information and explanations given to us and based on our Audit Procedure performed, the following material weakness has been identified in the operating effectiveness of the Companys IFCoFR as at 31.03.2021.

The Companys Internal Financial Control in respect of Supervisory and review controls over process of determining of (a) Carrying Value of the Companys Non Current Investment in its Subsidiaries and Joint Venture (b) recoverability of Non Current Loans, other Non Current Financial Assets and Other Current Financial Assets due from such subsidiaries were not operating effectively. Absence of aforesaid assessment in accordance with the accounting principal generally accepted in India could potentially result in a material misstatement in the carrying value of investments in such Subsidiaries and the aforesaid dues from such subsidiaries and consequently, could also impact the Profit (Financial Performance including other Comprehensive Income) after tax.

A material weakness is a deficiency, or a combination of deficiencies, in IFCoFR, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statement will not be prevented or detected on a timely basis.

Qualified Opinion

8. In our opinion, except for the possible effects of the material weakness describe in the basis for Qualified Opinion Paragraph, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2021, 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 Control Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India (ICAI).

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of Audit test applied in our Audit of the Standalone Financial Statements of the Company as at and for the year ended 31.03.2021, and the material weakness has affected our opinion on the standalone Financial Statements of the Company and we have issued a Qualified Opinion on the Standalone Financial Statement.

	For Mahipal Jain & Co.
	Chartered Accountants
	Firm Registration No 007284C
Place : Delhi	{CA Priyank Vijay}
Dated : 30.06.2021	Partner
UDIN: 21403547AAAABT5801	M.No. 403547