Tantia Constructions Auditors Report


To The Members

Tantia Constructions Limited

Reports on the Audit of Standalone Ind AS Financial Statements

Disclaimer of Opinion

We have audited the accompanying financial statements of Tantia Constructions Limited ( the Company), which comprise the Balance sheet as at 31st March 2023, the statement of Profit and Loss including other comprehensive income), the statement of change in Equity and the statement of Cash Flows for the year then ended, and Notes to the financial statement including a summary of the significant accounting policies other explanatory information (hereinafter referred to as "the financial statements").

We do not express an opinion on the accompanying standalone financial Statement of the Company, because of the significance of matter described in basis for disclaimer of opinion para, as we have not been able to obtain sufficient appropriate audit evidence. Accordingly, we do not express a conclusion on such matters. Further, except the possible effects of matters stated in basis for disclaimer of Opinion and Basis for Qualified Opinion, to the best of our information and according to the explanation given to us, the aforesaid financial statements gives the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2023, its profit including other comprehensive income, its cash flows and the change in equity for the year ended on that date.

Basis for Disclaimer of Opinion

a. Amount receivables and payables including certain balances under cash & cash equivalents (Fixed Deposit), trade receivables/payables, loans, other financial assets, other assets/ liabilities are subject to balance confirmations and reconciliations thereof, if any required.

b. Non-ascertainment and provision for slow/non/obsolete inventory and as such consequent impact thereof on the financial statement of the company, if any, cannot be commented upon by us.

c. Non-ascertainment and provision for Investment in non-moving Joint ventures aggregating to Rs. 277 lakhs. As such consequent impact thereof on the financial statement of the company, if any, cannot be commented upon by us.

d. Trade Receivables of INR 6087 Lakhs as on 31st March 2023(Previous Year INR 6259 Lakh), provision for bad and doubtful debts INR Nil made as on 31st March 2023 (Previous Year INR Nil), based on assessment made by company. In absence of confirmation from all the parties, pending reconciliation of all parties disputed dues which are being contested by the company. We are unable to comment on the adequacy of the provision made by the Company.

Basis for Qualified Opinion

We conducted our audit 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 Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the 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 Code of Ethics. We believe that audit evidence we had obtained is sufficient and appropriate, except with regard to matter set out below in paragraph (1) to (2) for which we provide a basis for our qualified opinion.

(a) Other income of INR 7851 Lakh(Previous Year INR 6040 lakhs) includes income of INR 6359 Lakh(Previous Year INR 5414 Lakhs) on account of net gain arises on financial assets measured at FVTPL (basis respective prevailing coupon rate) of Preference Shares of Tantia Infrastructure Private Limited (100% Subsidiary). Considering the current financial situation of the subsidiary and non-availability of the fair valuation report, the profit of the company is overstated by INR 6359 Lakhs (Previous Year INR 5414 Lakhs) for the year ended 31st March 2023

(b) Measurement and recognition of Preference Share of INR 29654 Lakh (At fair value after netting of provision for diminution in value of INR13271/- Lakh) in Tantia Infrastructure (P) Ltd (TIPL) , 100% subsidiary at fair value assuming the recovery of the same on due dates which is not in line with current financial situation of the Subsidiary and also no fair valuation has been done by the company.

(c) Company has not accounted for INR 23 Lakh as rental income for RMC Plant at Guwahati. Hence standalone profit is understated by INR 23 Lakh. Our opinion is modified in respect of above matters

Matter of Emphasis

a) There is delay in implementation of the Approved Resolution Plan for the reasons mentioned in Note 57 of the financial statements. Monitoring Committee is currently implementing resolution process as per order passed by Honble NCLT dt 1st May 2023 read with the corrigendum order dated 18th May 2023 and instructions given thereafter in this matter by the Adjudicating Authority, the affairs of the Company are managed by the Monitoring Committee as a going concern basis.

b) In terms of the Honble NCLT order dated 15.07.2021 & 12.08.2021 the erstwhile RP has re-verified and admitted the claims of two operational creditors. The Monitoring Committee has taken note of such revision and the relevant entries have been made in the books of accounts of the company.

c) Trade receivables and Other Financial Assets ( Current assets) includes INR 5367 lakhs (Previous Year INR 5701 Lakh) and INR 253 Lakhs (Previous Year INR 707 Lakh) , respectively lying outstanding for more than three years. As receivable mainly from government agencies, subsidiary company or pending under arbitration, the same has been considered good and as such no provision has been made there against by the Management.

d) Miscellaneous Income under Other Income of INR 1217 Lacs includes INR 1074 Lacs on account liability written back , and INR 1Lacs on account of profit on sale of fixed assets and INR 142 Lacs on account reimbursement of insurance premium relating to earlier years.

e) Interest from Others of INR 83 lacs includes INR 76 Lacs on account settlement amount received from WBHIDCO for cancellation of leasehold land rights

f) Fixed deposit of INR1000 Lakh (PY INR 1000 Lakh) given as performance security to "Committee of Creditors" by Resolution Applicant as per the Approved Resolution Plan, treated as amount received by the Company from the Successful Resolution Applicant and the same has been included in "Other banks balances" by creating corresponding liability to them and shown under "Other Current Liabilities". Further, interest income of INR 29 lakhs accrued thereon accounted for under other income and corresponding liability accounted as "other financial liabilities.

g) INR 350 lakhs(PY INR 350 Lakh) received from Resolution Applicant as per approved resolution for payment to employees and other operational creditors. Pending implementation of Resolution Plan, the same has been deposited with bank as short-term deposit and interest accrued thereon of INR 15 lakhs has been accounted for as interest income.

h) Sundry Balance of INR 382 includes INR 312 Lacs on account of balance written off for Tantia JV and INR 70 Lacs balance written off on account of receivable from Employee.

i) Original Title deeds with respect to Land at Domjur held by the Company is not available, however certified true copy of the title deed has been provided to us.

j) Advance to suppliers includes INR 232 Lakh (PY Rs 232 lakh) to different parties during the period of Corporate Insolvency Resolution Process, is still due to be recovered or adjusted and same has been considered as good.

k) In terms of the Honble NCLT order dated 15.07.2021 & 12.08.2021 the erstwhile RP has re-verified and admitted the claims of two operational creditors. The Monitoring Committee has taken note of such revision and the relevant entries have been made in the books of accounts of the company.

l) The company has regular programme of physical verification of fixed asset by which same is verified in phases over a period of 3 years. During the current financial year the process of verification was not made hence reconciliation with physical balance could not be made. m) Associate Company Tantia Sanjauliparkings Private Limited (TSPL) has been admitted to CIRP process by adjudicating Authority vide order dated 23rd March 23. No provision for diminution in value of investment made.

n) Tantia Infrastructure Private Limited (hereinafter referred to as "TIPL"), subsidiary company has in turn made substantial investments in inter-alia in another subsidiary company, Tantia Raxaultollway Private Limited (hereinafter referred to as "TRPL"). TRPL being an SPV entity is currently non-operational and the project is currently under arbitration. Owing to the same status of the operations at the subsidiaries and the stated pending arbitration, advance against material amounting to INR 4475 Lakh (PY INR 4475 Lakh) and Advance against Contract amounting to INR 2031 Lakh (PY INR 2031 lakhs) payable to TRPL by the Company, has been retained.

Our opinion is not qualified in respect of the above paragraph (a) to (n).

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS financial statements of the current period.

These matters were addressed in the context of our audit of the Standalone Ind AS 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 matter describe below to be key audit matters to be communicated in our report.

Sr. No. Key Audit Matter How our audit addresses the key audit matters
1 Implementation of Approved Resolution Plan (RP) We have performed the following procedures:
Refer Note 55 to the standalone Ind AS financial statements for the details regarding CIR process and the roadmap of revival of the company in terms of approved Resolution plan. - Reviewed ‘managements process for review and implementation of RP
Pursuant to Clause 22.1 of the Approved Resolution Plan, a Monitoring Committee (MC) as specified in the plan has been constituted on the effective date, by virtue of the order of the Honble NCLT approving the Resolution Plan. - Reviewed the provisions of RP to understand the requirements of the said plan and evaluated the possible impact of same
Certain anomalies with respect to regulatory procedures etc. have been observed which delayed the transfer of existing equity shares of promotors to the Resolution Applicant (RA). - Conducted discussion with the company personnel to determine reason of delay in the implementation of RP
Accounting effects of the RP is significant as such delay in implementation of RP is considered by us to be a matter of most significance due to its importance to intended users understanding of the Financial Statements as a whole and materially thereof. Monitoring Committee has approached NCLT to set aside the order Dt 24th Feb 2020. - Review of minutes of monitoring committee and other related documents
- Discussed the steps taken by MC to ensure completion of transfer of share and implementation of RP and present status of resolution

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Management is responsible for the preparation of the other information. The other information comprises the Corporate Information, Management Discussion and analysis and Director Report including Annexure to Director Report, Business Responsibility Report, Corporate Governance and Shareholders information, but does not include Standalone Ind AS financial statements and our auditors report thereon.

Our opinion on the Standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Responsibilities of Management and those in charges with Governance for the Standalone Ind AS Financial Statements

The Companys Management is responsible for the matters stated in section 134(5) of the Companies Act 2013with respect to the preparation of these Standalone Ind As financial statements that give a true and fair view of the financial position, financial performance including comprehensive income, change in equity and cash flows of the Company in accordance with the other accounting principles generally accepted in India including India Accounting Standard(Ind AS). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent and design , implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error .

In preparing the financial statements, 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 Management are responsible for overseeing the Companys financial reporting process.

The Honble National Company Law Tribunal, Kolkata (NCLT) on 24th February 2020 approve the Resolution Plan (hereinafter referred to as the Approve Resolution Plan) submitted for the Company by the successful Resolution Applicant (RA) . In terms of approved Resolution Plan, a Monitoring Committee is constituted to manage the affaires of the Company as a going concern and supervise the implementation of the Approved Resolution Plan.

Auditor Responsibilities for the Audit of the Standalone Ind AS Financial Statements

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

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

• Identify and assess the risks of material misstatement of the Standalone Ind AS 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Ind AS financial statements, including the disclosures, and whether the Standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Ind AS financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Ind AS financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Ind AS financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance we determine those matters that were of most significant in the audit of the Standalone Ind AS financial statements for the financial year ended on 31st March 2023 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulator precludes public disclosure about the matter or when, in extreme 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 benefits of such communication.

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 Act, we give in the Annexure "A" , a statement on the matters specified in paragraphs 3 and 4 of the Order , to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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 the matter specified in Disclaimer of Opinion and Basis of Qualified opinion.

b. Except for the effects of the matter described in the Basis of disclaimer of Opinion and Basis for Qualified Opinion paragraph above , In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including the statement of other Comprehensive Income, Statement of Change in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d. Except for the effects of the matter described in the Basis for Disclaimer of Opinion and Basis for Qualified Opinion paragraph above In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. The power of Board of Director of Company were suspended. On formation of a Monitoring Committee (MC) as per the Approved Resolution Plan for implementation of Resolution Plan and manage the affairs of the Company. Monitoring Committee (MC) comprises of Erstwhile Resolution Professional , three members from the Financial Creditors and three members from Successful Resolution.

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

g. 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 Standalone Ind AS financial statement refer note no 39. ii. The Company did not have any long term contracts including derivative contracts for which there were any materials foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes 58 to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies)including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise that the intermediary shall,-

i. 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

ii. provide any guarantee, security or the like on behalf of the Company ("Ultimate beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate beneficiaries.

iii. The management has represented that, to the best of its knowledge and belief, as disclosed in the notes 58 to the accounts, no funds 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 otherwise, that the Company shall,

iv. directly or indirectly, lend or invest in other entities or persons identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate beneficiaries") or

v. provide any guarantee, security or the like on behalf of the Ultimate beneficiaries and

h. Based on such audit procedures that we 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 ) contain any materials misstatement.

i. Proviso to Rule 3(1) the Companies (Accounts) Rules 2014 for maintaining books of account using accounting software which has feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023and accordingly, reporting under Rule 11(g) of the Companies Act (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31st March 2023.

For J Jain and Company

Chartered Accountants

Firm Reg. No. 310064E

CA Sanjay Lodha

Partner

M.No 058266

Date: 30th May 2023

Place: Kolkata

UDIN No.: 23058266BGTSRX6210

Report on Other Legal and Regulatory Requirements

"Annexure A" to the Independent Auditors Report

Statement referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement of our report of even date to the members of Tantia Constructions Limited on Standalone Ind AS financial statements of the Company for the period ended 31st March 2023:

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

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

(c) The Management during the year has a programme for physical verification of Property, Plant and Equipment but the same was not followed during the year. Accordingly, we are unable to comment on whether there are any material discrepancies and if they have been properly dealt with in the books of account.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in the financial statements are held in the name of the Company.

(e ) According to the information and explanations given to us, the Company has not revalued its property, plant and Equipment (including Right of Use assets) and its intangible assets. Accordingly, the requirements under paragraph 3(i)(d) of the Order are not applicable to the Company.

(f ) According to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. Accordingly, the provisions stated in paragraph 3(i) (e) of the Order are not applicable to the Company

2) (i) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification, coverage & procedure of such verification is reasonable and appropriate. No material discrepancies were noticed on such verification.

(ii) According to the information and explanations provided to us, the Company has not been sanctioned working capital limits. Accordingly, the requirements under paragraph 3(ii)(b) of the Order is not applicable to the Company.

3) (i) During the year, the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to companies, firms, Limited Liability Partnership or any other parties. Accordingly , the requirement to report on clause 3(iii)(a) of the Order is not applicable to the Company.

(ii) During the year, Company has not made investment, provide guarantee, provided security and granted loans and advances in the nature of loans to companies ,firms, Limited liability Partnerships or any other parties . Accordingly, the requirements to report on Clause 3(iii)(b) of the Order is not applicable to the Company.

(iii) The Company has in earlier years granted advance to a subsidiary amounting to Rs 348 Lacs, where the schedule of repayment of principal and payment of interest has not been stipulated. Accordingly, we are unable to make a specific comment on clause 3(iii)(c) on the regularity of repayment of principal and payment of interest in respect of such advance.

(iv) The Company has in earlier years granted advance to subsidiary amounting to Rs 348 Lacs in respect of which, where the schedule of repayment of principal and payment of interest has not been stipulated. Accordingly, we are unable to make a specific comment on clause 3(iii)(d) on amounts overdue for more than 90 days and whether reasonable steps have been taken by the Company for recovery of the principal and interest in respect of such advances.

(v) The Company has in earlier years granted loans to a subsidiary amounting to Rs 348 Lacs where the schedule of repayment of principal and payment of interest has not been stipulated. Accordingly, in respect of such advance, we are unable to make a specific comment on clause 3(iii)(e) on whether advances granted to companies have fallen due during the year. However, during the year, the Company has not renewed or extended any advance or granted fresh Advance to settle overdue of existing loans given to the same party.

(vi) During the year, the Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

4) In our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.

5) According to the information and explanation provided to us the Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Act and Rules framed there under to the extent notified. Accordingly, the provisions of clause 3(v) of the order are not applicable to the company.

6) We have reviewed the books of accounts maintained by the Company pursuant to the Rule made by the Central Government for maintenance of cost records under section 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and records have been maintained. We have, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

7) (i) According to information and explanations given to us and on the basis of our examination of the books of account, and records of the Company, amount deducted/accrued in the books in respect of undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Goods and Service Tax, Duty of Customs, Cess and any other statutory dues have generally not been regularly deposited during the year by the company with the appropriate authorities.

(ii) As mentioned in note 39 to the Standalone Ind AS financial statements, as per approved Resolution Plan, which interalia resulted in extinguishment of all contingent liabilities and commitments, claims and obligation, which pertains to the period on or before the effective date (24Th February 2020) pursuant to the implementation of the Resolution Plan. There are no due of Income Tax , Sales tax, Service Tax ,duty of custom , duty of Excise, value added tax and good and service tax which not been deposited on account of dispute.

8) According to the information and explanations given to us, the Company has not surrendered or disclosed any transactions, previously unrecorded in the books of accounts, in the tax assessments under Income Tax Act 1961, as income during the year . Accordingly, the requirement to report on clause 3(viii) of the which are not accounted in the books of account which have been surrendered or disclosed as income during the year in Tax Assessment of the Company. Also, there are no previously unrecorded income which has been now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.

9) (i) The National Company Law Tribunal (NCLT) has approved the terms of the Resolution Plan submitted by Resolution Applicant, pursuant to which loans or borrowing owned by the Company as at the date have been partially extinguished by way of waiver. Accordingly, the Company has not defaulted in repayment of loans or borrowing to any financial institute or a bank during the year.

(ii) According to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iii) On an overall examination of the financial statements of the Company , no funds raised on short term basis have been used for long term purposes by the Company .

(iv) According to the information explanation given to us and on an overall examination of the standalone financial statements of the Company, we report that during the year, company has not taken any funds from an any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(v) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its securities, joint ventures or associate companies.

10) (i) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions stated in paragraph 3 (x)(a) of the Order are not applicable to the Company.

(ii) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully, partly or optionally convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (x)(b) of the Order are not applicable to the Company.

11) (i) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company has been noticed or reported during the year.

(ii) During the Audit , no report under sub- section (12) of section 143 of the Companies Act 2013 has been filled by cost auditor /secretarial Auditor or by us in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the Central Government .

(iii) As represented to us by the management, there are no whistle blower complains received by the company during the year.

12) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) (a) to (c) of the Order are not applicable to the Company.

13) According to information and explanation given to us and based on our examination of the records of the Company , transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14) (i) The Company has an internal audit system commensurate with the size and nature of its business.

(ii) We have considered the internal audit reports of the Company issued till date , for covering the period upto March 31st 2023.

15) According to the information and explanations given to us, in our opinion during the year the Company has not entered into non-cash transactions with directors or persons connected with its directors and hence, provisions of section 192 of the Act are not applicable to company. Accordingly, the provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.

16) (i) In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi)(a) of the Order are not applicable to the Company.

(ii) In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities without any valid Certificate of Registration from Reserve Bank of India. Hence, the reporting under paragraph clause 3 (xvi)(b) of the Order are not applicable to the Company.

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

(iv) The Company does not have any CIC as part of its group. Hence the provisions stated in paragraph clause 3 (xvi) (d) of the order are not applicable to the company.

17) The Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

18) There has been no resignation of the statutory auditors during the year. Therefore, provisions of clause (xviii) of Paragraph 3 of the Order are not applicable to the Company.

19) According to the information and explanations given to us and based on our examination of financial ratios, ageing and expected date of realisation of financial assets and payment of liabilities, other information accompanying the standalone1 financial statements, our knowledge of the Management Committee, we are of the opinion that a material uncertainty exists as on the date of audit report. However, the Company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

20) According to the information and explanations given to us, the provisions of section 135 of the Act are not applicable to the Company. Hence, the provisions of paragraph (xx)(a) to (b) of the Order are not applicable to the Company

For J Jain and Company

Chartered Accountants

Firm Reg. No. 310064E

CA Sanjay Lodha

Partner

M. No 058266

Date: 30th May 2023

Place: Kolkata

UDIN No:- 23058266BGTSRX6210

"Annexure B" to the Independent Auditors Report

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

We have audited the internal financial controls over financial reporting of Tantia Constructions Limited (the Company) as of 31st March 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, to the extent application to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial control over financial reporting were established and maintained and if such control operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting except the matters described in Basis of disclaimer of opinion.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that:

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

2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weakness have been identified as at 31 March 2023:

The Company did not have appropriate internal controls for

- ascertainment and provision for slow/non/obsolete inventory and non-moving joint ventures

- reconciliation of balances lying as receivables and payables with third party balance confirmation and as such consequent impact thereof on financial statements of the Company.

A ‘material weakness is a deficiency, or a combination of deficiencies, 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.

In my our opinion, the company has, in all material respects, maintained adequate internal financial controls over financial reporting as on 31 March 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI and except for the effects/possible effects of the material weakness/es described above on the achievement of the objectives of the control criteria, the Companys internal financial controls over financial reporting were operating effectively as of March 31, 2023.

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 Ind AS financial statements of the Company, and these material weaknesses do affect our opinion on the financial statements of the Company.

For J Jain and Company

Chartered Accountants

Firm Reg. No. 310064E

CA Sanjay Lodha

Partner

M.No 058266

Date: 30th May 2023

Place: Kolkata

UDIN No: 23058266BGTSRX6210