parsvnath developers ltd Auditors report

To the Members of

Parsvnath Developers Limited

Report on the audit of the Standalone Financial Statements

1. Qualified Opinion

We have audited the accompanying standalone financial Statements of Parsvnath Developers Limited (‘the Company), which comprise the Balance Sheet as at March 31, 2023, the statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Statement of Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate effects/possible effects of the matters referred in Basis for Qualified Opinion paragraph below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required 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) Rule, 2015, as amended, ("Ind AS") and other the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its Losses, total comprehensive income (comprising of loss and other comprehensive income), changes in equity and its cash flows for the year ended on that date.

2. Basis for Qualified Opinion

We draw your attention to following notes of the standalone financial statements:

(a) Note No 41 (d) which states that:

In case of one BOT project, due to delays in payments as per concession agreement to Delhi Metro Rail Corporation (DMRC), DMRC had terminated the contract. The Company has sent a notice dated 30th June 2023 invoking arbitration. The management is of the opinion that Company has a favorable case and has considered Rs. 22,156.22 lakhs appearing as ‘Asset held for Sale, related with this project as fully realisable.

Considering the uncertainty towards the project and also towards the amount to be received, pending arbitration proceedings, we are unable to comment on the resultant impact of the same on these standalone financial statements.

(b) Note No 42 which states that:

The Company had entered into an ‘Assignment of Development Rights Agreement dated 28 December, 2010 with a wholly owned subsidiary company (subsidiary company) of the company and Collaborators (land owners) in terms of which the Company had assigned Development Rights of one of its project to subsidiary company on terms and conditions contained therein. The project has been delayed and certain disputes arose with the collaborators (land owners) who sought cancellation of the Development Agreement and other related agreements and have taken legal steps in this regard. The Ld. Sole Arbitrator pronounced the Arbitral Award on 18th April 2023 and restored the physical possession of the Project Land in favour of the land owners, subject to payment of Rs. 1,570.91 lakhs along with interest as awarded under the Arbitral Award to subsidiary company. The subsidiary company has filed an appeal with the Commercial Court challenging the Arbitration Award on 19th August, 2023. The management is of the view that the termination of the agreement will be set aside and the project will be restored. Hence, the company has not considered making any provision towards investment of Rs. 21076.47 Lakhs made in subsidiary company and loan of Rs. 2631.93 lakhs given to subsidiary company.

Considering the uncertainty in restoration of the project and ultimate recovery towards investment and loans as the matter is sub-judice, we are unable to comment on the resultant impact of the same on these standalone financial statements.

(c) Note No 53 which states that:

A subsidiary of the company, Parsvnath HB Projects Private Limited (PHBPPL) was allotted a land by Punjab Small Industrial & Exports Corporation Limited (PSIEC).

Due to non payment of instalment, PSIEC cancelled the allotment of land and the company filed the arbitration petition as there were lapses on the part of PSIEC. The arbitration proceedings are under progress. Pending arbitration proceedings, the management is of the opinion that the company has favorable chances of succeeding in arbitration proceedings and cancellation of allotment will be set aside. Accordingly, loan of Rs. 6635.71 lakhs given to PHBPPL and investment of Rs. 2.50 lakhs in PHBPPL is considered as good and recoverable.

Considering the uncertainty due to pending arbitration proceedings, we are unable to comment on the resultant impact of the same on these standalone financial statements.

(d) Note No 50 which states that:

The Company has invested Rs. 37500 Lakhs in 0.01 % Optionally convertible Debentures (OCDs) which are due for redemption on 31st March 2029. The company is under discussion with lenders for transfer of these OCDs towards of settlement of loan for which formal approval is pending. Based on the estimates, the management has accounted for the impairment loss of Rs. 21300 lakhs and balance Rs. 16200 lakhs has been considered as recoverable.

Pending formal approval of settlement of loans from lenders, we are unable to comment on recoverability of investment in OCDs on these standalone financial statements.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those standards on auditing are further described in the ‘Auditors Responsibilities for the Audit of the Standalone Financial Statement 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 (‘the 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 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 obtained by us is sufficient and appropriate to provide a basis for our qualified opinion.

3. Emphasis of Matter

(a) Note No 41(b) which states that:

In case of another BOT project, construction activities was suspended as per the instructions of the DMRC. The Company had invoked the Arbitration clause under the concession agreement and the proceedings have been completed on 30^th May 2022 and the Order is reserved. The management is of the opinion that Company has a favorable case and has considered the intangible assets under development of Rs. 14,032.51 lakhs as on 31st March 2023 as fully recoverable.

(b) Note No 44 which states that:

The Company had entered into a Development Agreement (DA) with Chandigarh Housing Board (CHB). Owing to disputes, the Company had invoked the arbitration and the arbitral award was issued. Due to computational error in the award, the awarded amount was de_cient by approximately Rs. 14,602 lakhs. The matter was decided against the company by Honble Sole Arbitrator and Additional District Judge cum MACT, Chandigarh. The matter is now pending before the Honble Punjab & Haryana High Court at Chandigarh and the proceedings are going on and matter is listed on 11.09.23. Pending decision of the High Court, the management is hopeful for recovery and Rs. 14,046.91 lakhs has been shown as recoverable and included under ‘Other Non-Current financial assets.

(c) Note No 45 which states that:

Parsvnath Film City Limited (PFCL), a wholly owned Subsidiary of the company, had deposited Rs. 4775.00 Lakhs with Chandigarh Administration (CA) for development of one Project. Since CA could not handover the possession of the said land to PFCL, PFCL invoked the arbitration clause for seeking refund of the allotment money which has decided the matter in favour of PFCL. Subsequently, The Honble Punjab & Haryana High Court decided that CA is entitled to cumulatively claim/recover an amount of Rs. 8,746.60 lakhs from PFCL. PFCL has filed a Special Leave Petition (SLP) before the Honble Supreme Court of India. The management is hopeful for recovery and the amount of Rs. 4817.40 Lakhs has been shown as recoverable and included under ‘Other Non-Current financial assets.

(d) Note No 51 which states that:

Greater Noida Authority has cancelled the allotment of two housing plots in Greater Noida on which the Company was constructing the Projects namely Palacia & Privilege vide letter dated 23.11.2022 on account of non-payment of premium and interest thereon amounting to Rs. 28,128 lakhs. The Company has filed two separate Revision Petitions under Section 41(3) of the Uttar Pradesh Urban Planning and Development Act, 1976 challenging the cancellation order dated 23.11.2022 which were listed on 13.07.2023 before appropriate authority for arguments and mater is pending. Further, vide Order dated 03.04.2023, the High Court at Allahabad, Lucknow Bench has restrained the Authority from creating any third party rights in these 2 Plots. In the opinion of management, the Company would be able to restore the allotment of plots from Greater Noida Authority and the cancellation of the plots will not have an impact on the value of inventory of 16,142.93 lakhs and Rs. 57,275.37 lakhs for Palacia & Privilege projects respectively as on 31.03.2023.

(e) Note No 49 & 50 which states that:

The company has provided the exceptional loss of Rs. 33867.94 Lakhs on account of impairment loss of OCDs and recognition of interest on loans due to non fulfilment of settlement agreement. Further, an exceptional gain of Rs. 25811.07 Lakhs has been recognised towards waiver of interest on settlement of loans. Net loss of Rs. 8056.87 lakhs has been disclosed as exceptional items in the standalone financial statements.

Our opinion is not modified in respect of these matters

4. Material uncertainty related to going concern

We draw your attention to note 47 of the financial statements which states that the Company has incurred cash losses during the current year and during the previous year. Due to recession in the past in the real estate sector owing to slowdown in demand, the Company faced lack of adequate sources of finance to fund execution and completion of its ongoing projects resulting in delayed realisation from its customers. The Company is facing tight liquidity situation as a result of which there have been delays/defaults in payment of principal and interest on borrowings, statutory liabilities, salaries to employees and other dues. However, considering the substantial improvement in real estate sector recently, the management is of the view that all above issues will be resolved in due course by arrangement of required finance through alternate sources, including sale of non-core assets to overcome this liquidity crunch.

Considering the indeterminate impact of the matters under litigation, uncertainty exist that may cast significant doubt on the Companys ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

5. Key Audit Matter

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of 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.

Key audit matters	How the matter was addressed in our audit
Revenue recognition
Revenue from sale of constructed properties is recognized 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. Due to judgements and estimates involved, revenue recognition is considered as key audit matter.	We have evaluated that the Companys revenue recognition policy is in accordance with Ind AS 115 and other applicable accounting standards;
	We verified performance obligations satisfied by the company;
	We tested fiat buyer agreements/sale deeds/possession letters/No Objection Certificate received from customers for taking possession in case of unfurnished fiats which have been given as fit out offer, 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 recognized and matching of related cost;
	We verified estimates of cost yet to be incurred before final possession of units.
Inventories
The Companys inventories comprise of projects under construction/development (Work-in-progress) and unsold fiats (finished fiats).	Our audit procedures to assess the net realizable value (NRV) of inventories included the following:
The inventories are carried at lower of cost and net realizable value (NRV). NRV of completed property is assessed by reference to market prices existing at the reporting date and based on comparable transactions made by the company and/or identified by the Company for properties in same geographical area. NRV of properties under construction is assessed with reference to market value of completed property as at the reporting date less estimated cost to complete.	We had discussions with management to understand managements process and methodology to estimate NRV, including key assumptions used;
	We verified project wise unsold units/area from sales department;
	We tested sale price of the units with reference to recently transacted price of same or similar projects and available market information in same geographical area;
	To calculate NRV of work-in-progress, we verified the estimated cost to construction to complete the project.
The carrying value of inventories is significant part of total assets of the Company and involves significant estimates and judgements in assessment of NRV. Accordingly, it has been considered as key audit matter.
Key audit matters	How the matter was addressed in our audit
Deferred Tax Assets (DTA)
The Company has recognized deferred tax assets (DTA) on carried forward business losses and unabsorbed depreciation (refer note 12 to the Standalone financial statements).	Our audit procedures included:
The Company has recognized DTA considering sale agreements executed with the customers against which revenue will get recognized in future on point of time.	We had discussions with management to understand process over recording and review of deferred tax assets (DTA);
	We obtained profitability of existing projects; We tested the computation of the amount and the tax rate used for recognition of DTA;
Recognition of DTA is based on future business plan and sales projections of the Company, which have been prepared by the management.	We also verified the disclosures made by the Company in Note 12 to the standalone financial statements.
Since recognition of DTA on carried forward losses involves significant judgements and estimates, it has been considered as key audit matter.
Investments in subsidiaries
The Company has significant investments in its subsidiary companies. These investments are carried at cost.	Our audit procedures included :
Management reviews whether there are any indicators of impairment of investments. For impairment testing, management has to do assessment of the cash flows of these entities and /or value of underlying assets in these entities.	We compared carrying value of investment in the books of the Company with net asset value of relevant subsidiaries;
	We reviewed business plan and cash flow projections of the subsidiaries and tested assumption;
	In cases, where cash flow projections were not available , we verified valuation report of underlying assets held by these subsidiaries;
Impairment assessment involves estimates and judgements in forecasting future cash flows. Accordingly, it has been considered as key audit matter.	Verified that required disclosures in respect of these investments has been made in the financial statements.
Customer complaints and litigation
The Company is having various customers complaints, claims and litigations for delays in execution of its real estate projects.	Our audit procedures included :
Management estimates the possible outflow of economic resources based on legal opinion and available information on the status of the legal cases.	We had discussion with management and understood management process for identification of claims and its quantification;
	We had discussion with Head of Legal department of the Company, to assess the financial impact of legal cases;
	We read judgements of the courts and appeals filed by the company;
Determination of amount to be provided and disclosure of contingent liabilities involves significant estimates and judgements, therefore it has been considered as key audit matter.
	We read minutes of the audit committee and the board of directors of the Company to get status of the material litigations;
	We verified that, in cases, where management estimates possible flow of economic resources, adequate provision is made in books of account and in other cases, required disclosure is made of contingent liabilities.
Statutory dues and borrowings
The Company has incurred cash losses during the current and previous year, due to recession in the real estate sector, due to which the Company is facing tight liquidity situation.	Our audit procedures included :
As a result, there have been delays/defaults in statutory liabilities, principal and interest on borrowings and other dues.	We had discussion with management and understood management process for provision of interest and penalties for delays/defaults in payment of statutory dues and repayment of borrowings and interest thereon;
Defaults in payment of statutory dues and borrowings involves calculation of interest, penal interest and other penalties on delayed payments and recording of liabilities. It requires significant estimates, hence considered as key audit matter.	For statutory dues, we have verified the schedule of statutory liabilities and due date of payments. We verified calculation of interest on delayed payments;
	For borrowings, we verified loan agreement and sanction letters to check repayment schedule and penal interest, if any.
	We verified calculation of interest including penal interest;
	We verified disclosures made in the financial statements in respect of defaults in repayment of borrowings and interest thereon;
	Defaults in payment of statutory dues and borrowings is reported in Annexure A to our audit report.
Advances for land
The Company has given advances for procurement of land for construction of real estate projects. These advances are given based on agreements.	Our audit procedures included :
	We had discussion with management and understood management process for land acquisition;
The Company acquires land through Special Purpose Vehicles (SPVs) and paid advances to SPVs for acquisition of land.	We have verified the agreements and Memorandum of Understanding (MOUs) with the SPVs;
These advances are tested for recoverability. Due to significant amount and the time involved in square up of these advances, it has been considered as key audit matter.	We verified financial statements of these SPVs to test land held by these entities and its book value;
	For advances given to third parties, we have verified the agreements and had discussion with the management on timeline for land procurement.
Related party transaction and balances
The Company has transaction with related parties. These includes transaction in nature of purchase of development rights, advances for land procurement, security deposits from subsidiaries and advances given to its subsidiaries.	Our audit procedures included :
	Understood Companys policies and procedures for identification of related parties and transactions;
These transactions are in ordinary course of business on arm length basis. Due to significance of these transactions, considered as key audit matter.	Read minutes of the audit committee and board of directors for recording/approval of related party transactions;
	Tested Companys assessment regarding related party transactions are being in the ordinary course of business and at arms length price;
	Tested transaction with underlying contracts and supporting documents;
	Obtained confirmation for outstanding balances;
	Verified disclosures made in the financial statements in respect of related party transactions and outstanding balances.

6. Information other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Directors report, but does not include the Standalone Financial Statements and our auditors report thereon. These Reports are 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 will 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.

When we read the Directors report, Management Discussion and Analysis Report and Corporate Governance Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required and take appropriate action as applicable under the relevant laws and regulations.

7. Responsibilities of management and those charged with governance for the standalone financial statements

These Standalone Financial Statements have been approved by the Companys Board of Directors. The Companys Board of Directors is responsible for the matters stated in section 134(5) of 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 Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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.

Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

8. Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As a part of an audit in accordance with Standards on Auditing, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal 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 in place adequate internal financial controls with reference to financial statement 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 the Board of Directors.

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 ability of the Company 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 as disclosed in para 4 of our report.

Evaluate the overall presentation, structure and content of the standalone financial statement, including the disclosures, and whether the standalone 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 statement 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 the quantitative and qualitative factor 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 of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant de_ciencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

9. 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, subject to the matters described in the Basis for Qualified Opinion Section of our Report, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and except for the matters referred in Basis of Qualification opinion paragraph above, 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, except for the indeterminate effects of the matters referred to in Basis for Qualified opinion paragraph above, proper books of account as required by law relating to preparation of the aforesaid standalone financial statements have been kept so far as it appears from our examination of those books.

(c) The Standalone Balance Sheet, the Standalone

Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows dealt with by this report are in agreement with the books of account.

(d) Except for the indeterminate effects of the matters referred to in Basis for Qualified opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with Companies (India Accounting Standard) Rules, 2015 as amended.

(e) The matters described in the Basis for Qualified opinion Section, ‘Emphasis of Matter paragraph and Material Uncertainty Related to Going Concern Section above, in our opinion, may have an adverse effect on the functioning of the company.

(f) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) No managerial remuneration was paid or payable during the year, accordingly, reporting under Section 197(16) of the Act read with Schedule V is not applicable to the Company.

(h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(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 litigations on its financial position in its financial statements – Refer Note 37, 41 to 46, 51, 53, 54 and 58 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 - Refer Note 39 to the standalone financial statements;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 31, 2023 - Refer Note 40 to the standalone financial statements;

iv. (a) The Management has represented to us and as disclosed in note no. 80 to the standalone financial statements, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("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 ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented to us and as disclosed in note no. 81 to the standalone financial statements, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, 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 performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. 1st April, 2023, reporting in respect of mandatory use of accounting software with requisite audit trail facility is not applicable.

Annexure A to the Independent Auditors Report of even date

Referred to in paragraph 9 (1) under ‘Report on Other Legal and Regulatory Requirements Section of our Report of even date to the members of Parsvnath Developers Limited on the standalone financial statements for the year ended March 31, 2023

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) Property, Plant and Equipment and Intangible Assets

a) A. The Company has not maintaiend proper records showing full particulars including quantitative details and situtation of Property, Plant and Equipment;

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

b) As informed to us, there is regular periodic programme of physical verification to cover Property, Plant and Equipment. In our opinion, the periodicy of the physical verification is reasonable having regard to the size of the Company and the nature of its assets. The Company has not maintained proper fixed asset register to enable reconciliation of assets physically verified with books of accounts and in the opinion of the management discrepancies would not be material. However in the absence of reconciliation, we are unable to comment upon whether the discrepancies are material.

c) The title deeds of all the 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 note 5(ii) & 7(iii) to the standalone Ind AS financial statements included in Property, Plant & equipment and Investment properties are held in the name of the company except as disclosed hereunder:

S. No. Description of Properties	Gross Carrying value (Rs. in lakhs)	Held in the name of	Whether Promoters, directors or their relative or employee	Date/period held since	Reason for not being held in the name of Company
1 Land & Building	4.29	B. Rajkamal Builders (Parsvnath Developers Limited by virtue of Flat Buyer Agreement)	No	11-11-1994	Pursuant to Agreement to sell dated 10 November, 1994 entered into between the seller and the Company, endorsement on the Flat Buyer Agreement and other documents of the said commercial property was done by the Builder in its records in favour of the company on 11 November, 1994. Registry not yet done being leasehold property.
2 Buildings	43.20	Honey Builders Private Limited (HBPL)	No	01-01-2008	The Development agreement was executed between the land owner (HBPL) and the company on 15 April, 2003, pursuant to which commercial shops were constructed on this land. All shops have been sold except shown here.
3 Buildings	288.31	Amazon India Limited (AIL)	No	01-04-2011	The Collaboration agreement was executed between our Associate company, Amazon India Limited (also the land owner) and the company on 18 September, 2003 pursuant to which a residential housing project was developed by the company. The unsold area is held by the company for value appreciation.
4 Buildings	66.24	Indo Continental Hotels & Resorts Limited (ICHR)	No	01-01-2007	The residential project in which the property is situated was developed / constructed by the company in terms of Development agreement dated 2 September, 2002 entered into between ICHR and the Company.
					The unsold area is held by the company for value appreciation.
5 Freehold L1and	17.60	Indo Continental Hotels & Resorts Limited (ICHR)	No	01-04-2007	The residential project in which the property is situated was developed / constructed by the company in terms of Development agreement dated 2 September, 2002 entered into between ICHR and the Company.
					The unsold area is held by the company for value appreciation.

d) The Company has not revalued its Property and Plant and Equipment (Including Right to use) or Intangible assets during the year.

e) As disclosed by the management in note 76 of the standalone financial statements, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) (as amended in 2016) and rules made thereunder.

(ii) Inventories

a) In our opinion and according to the information and explanations given to us, having regard to the nature of Inventory, the physical verification by way of verification of title deeds, site visits by the Management and certification of extent of work completion by competent persons, are at reasonable intervals and no material discrepancies were noticed on physical verification.

b) As disclosed in note 79 to the standalone financial statements, the Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the standalone Ind AS financial statements, the quarterly statements filed by the Company with such banks are in agreement with the books of accounts of the Company.

(iii) Loans, Investments, Guarantees, Securities and Advances in nature of Loan

The Company has made investments and granted loans to its subsidiary companies and other parties during the year which were outstanding at balance sheet date, in respect of which:

(a) The aggregate amount of loans granted & guarantee given to its subsidiary, Associates & others during the year and the balance outstanding at the balance sheet date with respect to the same, which were outstanding at balance shete date are as under:

Particulars	Guarantee	Security	Loans	Advance in the nature of loans
Aggregate amount granted/provided during the year
-Subsidiaries	Nil	Nil	1571.40	Nil
-Associates	Nil	Nil	1.36	48.53
-Others	20,604.00	Nil	Nil	Nil
Balance outstanding as at balance sheet date
-Subsidiaries	2,10,640.00	Nil	21,114.21	Nil
-Associates	10,000.00	Nil	3.86	225.49
-Others	20,604.00	Nil	Nil	Nil

(b) The company has given loans as well as received loans from relating parties which are interest free and repayable on demand. On overall basis, in our opinion, the terms and conditions of the loans granted, Guarantee given and investments made during the year are, prima facie, not prejudicial to the interest of the Company.

(c) In the case of loans given, as per Loan agreement, its interest free and repayable on demand .Hence, we can not make any comment on the regularity of repayment of principal and payment of interest and overdue amount, if any, in this regard.

(d) There is no overdue amount for more than ninety days in respect of loans given as the same is repayable on demand and as informed by the management the loan amount has not been demanded.

(e) There is no loan given falling due during the year, which has been renewed or extended or fresh loans given to settle the overdues of existing loans given to the same party.

(f) As mentioned in Para c above, the company has granted loans as per the summary given below, which is repayable on demand.

Particulars	All Parties	Promoters	Related Parties
Aggregate amount of loans/advances in nature of loans granted during the year	1621.29	Nil	1621.29
Percentage of aggregate loans/advances in nature of loans to the total loans granted to Total Loans granted	100%	Nil	100%

(iv) Compliance of Sec. 185 & 186

There is no transaction covered under Section 185 therefore reporting compliance with respect to this section is not applicable on the company. Further, compliance related to section 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security is not applicable as it dealt in real estate business.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the Rules framed there under apply. Accordingly, the provision of paragraph 3(v) of the Order is not applicable to the Company.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost records and Audit) Rules, 2014, as amended and prescribed by the Central Government under section 148(1) of the Companies Act 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) Statutory Dues

a) Undisputed statutory dues including Goods and Services tax, provident fund, employees state insurance, income-tax, have not been regularly deposited by the company with the appropriate authorities and there have been serious delays in a large number of cases.

We are informed that the Company operations during the year, did not give rise to any laibility for sales-tax, service tax, duty of custom, duty of excise, value added tax and cess.

b) Undisputed amounts payable in respect of Tax Deducted at Source (TDS), Value Added Tax and Work Contarct Tax (excluding interest) in arrears as at 31 March 2023 for a period of more than six months from the date they become payable are as given below:

Nature of dues	Amount	Period of defaults
	(Rs. In lakhs)
Tax deducted at sources	9399.02	Financial year 2016-2017, 2017-2018, 2018-2019, 2019-2020, 2020-2021, 2021-2022 and April 2022 to August 2022
Tax deducted at Source	2894.09	Prior to Financial Year 2008-09 and Financial Year 2008-09 to 2022-2023
Goods and Service Tax Act, 2017	42.46	May 2022- August 2022
Work Contract Tax (WCT)	52.18	April- June 2017
Haryana Value Added Tax (HVAT)	57.08	Financial Year 2008-2009
Professional Tax	0.10	2021-2022 and April 2022 to August 2022

d) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2023 on account of disputes are given below;

Name of the statute	Nature of dues	Amount (Rs. In Lakhs.)	Period to which the amount relates	Forum where the dispute is pending
Haryana Value Added Tax Act, 2003	Value Added Tax	129.72	2008-09	Chandigarh High Court
Haryana Value Added Tax Act, 2003	Value Added Tax	10.13	2014-15	Haryana Tax Tribunal
Mumbai Value Added Tax	Value Added Tax	44.23	2007-08	Dy. Commissioner Sales Tax (Appeal)
Mumbai Value Added Tax	Value Added Tax	44.07	2008-09	Jt. Commissioner Sales Tax
Mumbai Value Added Tax	Value Added Tax	310.41	2009-10	Dy. Commissioner Sales Tax (Appeal)
Mumbai Value Added Tax	Value Added Tax	371.81	2010-11	Dy. Commissioner Sales Tax (Appeal)
UP Value Added Tax	Value Added Tax	327.63	2015-16	Allahabad High court
Bihar Value Added Tax	Value Added Tax	156.59	2010-11	Patna High Court
Entertainment Tax	Entertainment Tax	4.22	1999-2003	Jt ETC )Appeal) (Appeal)
The Finance Act, 1961	IncomeTax	19.96	2010-11	Commissioner of Income Tax (Appeal)
The Finance Act, 1961	IncomeTax	9.11	2011-12	ITAT
The Finance Act, 1961	IncomeTax	69.59	2012-13	Commissioner of Income Tax (Appeal)
The Finance Act, 1961	IncomeTax	4.47	2013-14	Commissioner of Income Tax (Appeal)
The Finance Act, 1961	Tax deducted at Source	1044.38	2014-15	Commissioner of Income Tax (Appeal)

(viii) As disclosed by the management in note 84 of the standalone financial statements and as verified by us, 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). Accordingly, the requirement to report on clause 3(viii) is not applicable to the Company.

(ix) Application & Repayment of Loans & Borrowings

(a) In our opinion and according to the information and explanation given to us, the Company has defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender as follows which has been calculated considering the revised terms & conditions with the lender read with note no 50 to Standalone Financial Statement:

Name of Leder	Amount defaulted in repayment of
	Principal	Interest	Period of default
Other than bank, financial institution and goverment
- Rare Asset Reconstruction Limited, ECL Finance Limited and Dhalia Commodity Securities Private Limited	39931.16	31,058.34	1 day
- Indiabulls Housing Finance Limited	Nil	128.42	Upto 85 days
- Globe Fincap Limited	Nil	23.83	1 day
- Kanupriya Commercial Pvt Ltd	1164.15	174.50	1 day
- T urnkey Infrastructure Pvt Ltd	80.28	12.05	1 day

(b) As disclosed by the management in note 77 of the standalone financial statements, the Company has not been declared as willful defaulter by any bank or financial institution or the other lender.

(c) As disclosed by the management in note 78 of the standalone financial statements, term loans taken from the Bank, Financial Institutions or any other lender were applied for the purpose for which the loans were obtained. During the year Company has not taken any loan. Terms loans were taken in earlier years was appeared to be utilised in earlier year for the purpose for which same were obtained

(d) On an overall examination of the balance sheet of the company, we report that, prima facie, funds raised on short-term basis have not been used for long term purposes.

(e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries. Accordingly, the provision of paragraph 3(ix) (e) of the Order is not applicable to the Company. However, there are borrowings from subsidiary companies and loans given to subsidiary companies.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries. Accordingly, the provision of paragraph 3(ix)(f) of the Order is not applicable to the Company.

(x) Application of funds raised through Public Offer

(a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provision of paragraph 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provision of paragraph 3(x)(b) of the Order is not applicable to the Company.

(xi) Fraud

a) We have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed nor reported during the year, nor have we been informed of such case by the Management.

b) During the year , no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor/ Secretarial auditor or by us in Form ADT-4 as prescribed under rule 13 of the Companies (Audit & Auditor) Rules, 2014 with the Central Government.

c) As represented to us by the management, there were no whistle blower complaints received during the year by the Company.

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

(xiii) In our opinion, the Company is in compliance with section 177 and 188 of the Companies Act, 2013 with respect to all 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 Indian Accounting standards.

(xiv) Internal Audit a) In our opinion, the Company have an internal audit system commensurate with the size and nature of its business. b) We have considered the reports of the internal auditors issued to the Company for the period under audit.

(xv) During the year, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, reporting under paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) Registration u/s 45-IA of RBI Act

a) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under paragraph 3(xvi) (a) of the Order is not applicable to the Company.

b) The Company has not conducted any Non-Banking Financial or Housing Finance activities as per the Reserve Bank of India Act, 1934. Accordingly, reporting under paragraph 3(xvi)(b) of the Order is not applicable to the Company.

c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting under paragraph 3(xvi)(c) of the Order is not applicable to the Company.

d) As represented to us, the Group does not have any CIC as part of the Group.

(xvii) The company has incurred cash losses of Rs. 36,385.10 Lakhs during the financial year covered by our audit and cash losses of Rs. 20,581.09 Lakhs during the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under paragraph 3(xviii) of the Order is not applicable to the Company.

(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 including note no. 72 to the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, we are of the opinion that an uncertainty exists with respect to going concern as on the date of audit report as mentioned in Para 4 on material unceratinty related to going concern paragraph of our Audit Report on the Standalone Financial Statements.

(xx) (a) The company has not transferred unspent amount to a Fund in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said as detailed below:

Financial year	Amount unspent on Corporate Social Responsibility activities "other than ongoing Projects"	Amount Transferred to Fund specified in Schedule VII within 6 months from the end of the Financial Year	Amount Transferred after the due date (specify the date of deposit)
FY 2014-2015	Rs. 238.38 Lakhs (Rs. 238.38 Lakhs)	Nil	Nil

(b) There was no amount remaining unspent under section (5) of section 135 of Companies Act, pursuant to any ongoing project, has not been transferred to special account in compliance with provision of sub section (6) of section 135 of the said Act.

Annexure B to Independent Auditors Report

Referred to in paragraph 9 (2) (h) under ‘Report on Other Legal and Regulatory Requirements Section of our Report of even date to the members of Parsvnath Developers Limited on the standalone financial statements for the year ended March 31, 2023.

Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls with reference to standalone financial statement of Parsvnath Developers Limited ("the Company") as of 31 March, 2023 in conjunction with our audit of the Ind AS standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on, "the internal control with reference to standalone financial statement 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 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 standalone financial statement based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statement 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 with reference to standalone financial statement and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statement included obtaining an understanding of internal financial controls with reference to standalone financial statement, 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 standalone 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 qualified audit opinion on the Companys internal financial controls system with reference to standalone financial statement.

Meaning of Internal Financial Controls with reference to Standalone Financial Statement

A companys internal financial control with reference to standalone financial statement is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statement 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 standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statement

Because of the inherent limitations of internal financial controls with reference to Standalone financial statement, 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 Standalone financial statement to future periods are subject to the risk that the internal financial control with reference to Standalone financial statement may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis of Qualified Opinion

According to the information and explanations given to us and based on our audit and subject to the Basis for Qualified Opinion paragraphs in our main report, the following material weaknesses have been identified in the operating effectiveness of the Companys internal financial controls with reference to standalone financial statements as at March 31, 2023:

a) The Companys internal financial controls for determining whether adjustments are required to the carrying value of investments, receivables and whether any liability to be recognised for the legal disputes were not operating effectively, which could potentially result in non-recognition of provision with regard to the aforesaid financial statement line items (Refer paragraphs 2(a), (b),(c) and (d) of our main audit report).

A ‘material weakness is a de_ciency, or a combination of de_ciencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion, except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2023, based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2023 standalone financial statements of the Company, and these material weaknesses has affected our opinion on the standalone financial statements of the Company and we have issued a qualified opinion on the Standalone financial statements for the year ended on that date. (Also refer Basis for Qualified Opinion of the main audit report).

For T R Chadha & Co LLP

Chartered Accountants

Firm Registration No. 006711N/N500028

Sd/-

Aashish Gupta

(Partner)

Membership No. 097343

UDIN: 23097343BGQJQK3291

Date: 31st August 2023

Place: Delhi